##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
     Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    0000-23278
  BRAZIL FAST FOOD
    CORP.
 (Exact name of Registrant as
    specified in its charter)
  Delaware

13-3688737(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer 
    Identification No.)Rua Voluntários da
    Pátria 89,
    9o
    andar
    Botafogo, CEP 22.270-010, Rio de Janeiro,
    Brazil(Address of principal
    executive offices)

N/A(Zip Code)   Registrants telephone number, including area code:
 55 21
    2536-7500
      Securities registered pursuant to Section 12(b) of the
    Act:
 NONE
      Securities registered pursuant to Section 12(g) of the
    Act:
  Common Stock, par value $.0001 per share
 (Title of Class)
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ
          DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K.




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##### 



TABLE OF
    CONTENTS
  PART I


2ITEM 1.


BUSINESS


2ITEM 1A.


RISK
    FACTORS


8ITEM 1B.


UNRESOLVED STAFF
    COMMENTS


11ITEM 2.


PROPERTIES


11ITEM 3.


LEGAL
    PROCEEDINGS


11ITEM 4.


SUBMISSION OF
    MATTERS TO A VOTE OF SECURITY HOLDERS


12PART II


12ITEM 5.


MARKET FOR
    REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES


12ITEM 6.


SELECTED
    CONSOLIDATED HISTORICAL FINANCIAL DATA


15ITEM 7.


MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS


16ITEM 7A.


QUANTITATIVE AND
    QUALITATIVE INFORMATION ABOUT MARKET RISK


28ITEM 8.


FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA


28ITEM 9.


CHANGES IN AND
    DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE


28ITEM 9A.


CONTROLS AND
    PROCEDURES


28ITEM 9B.


OTHER
    INFORMATION


29PART III


29ITEM 10.


DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


29ITEM 11.


EXECUTIVE
    COMPENSATION


29ITEM 12.


SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS


29ITEM 13.


CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE


29ITEM 14.


PRINCIPAL
    ACCOUNTANT FEES AND SERVICES


29PART IV


29ITEM 15.


EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES


29SIGNATURES


31EXHIBIT
    INDEX


33REPORT OF INDEPENDENT REGISTERED
    PUBLIC ACCOUNTING FIRM


F-2CONSOLIDATED BALANCE SHEETS


F-3CONSOLIDATED STATEMENTS OF
    OPERATIONS


F-4CONSOLIDATED STATEMENTS OF
    COMPREHENSIVE INCOME (LOSS)


F-5CONSOLIDATED STATEMENTS OF CHANGES
    IN SHAREHOLDERS EQUITY (DEFICIT)


F-6CONSOLIDATED STATEMENTS OF CASH
    FLOWS


F-7NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS


F-8 to F-24Ex-31.1 Section 302 Certification of CEOEx-32.1 Section 906 Certification of CEO   i




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##### Table of Contents



Unless otherwise specified, all references in this report to
    Reais, the Real or R$ are to
    the Brazilian Real (singular), or to the Brazilian Reais
    (plural), the legal currency of Brazil, and
    U.S. Dollars or $ are to United
    States Dollars. Unless otherwise specified, all financial
    statements and other financial information presented herein are
    stated in R$ and are in accordance with generally accepted
    accounting principles in the United States (U.S. GAAP).
 PART I  ITEM 1.
    BUSINESS      o 2536-7500.
  Recent
    Developments
            Restaurant
    Operations
    and/or
  cooked-to-order
 2




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##### Table of Contents



Years Ended December 31,2006


2005


2004Stores


Kiosks


Stores


Kiosks


Stores


KiosksOwned and operated restaurants(a):Opened during period


0



3



0



4



5



4
(b)Closed during period


5



2



1



0



3



0Sold to franchisees


0



0



0



0



4



2Bought from franchisees


0



0



1



0



0



0Open at end of period


44



17



49



16



49



12Franchised restaurants(a):Opened during period


40



43



36



48



28
(c)


31Closed during period


7



6



13



5



15



3Sold to us by our franchisees


0



0



1



0



0



0Open at end of period


292



164



259



127



237



84Total stores & kiosks at
    end of period:


336



181



308



143



286



96     (a)
    
    Does not include trailers and kiosks used for temporary
    locations during 2006, 2005 and 2004.(b)
    
    In prior annual report, the total number of owned and operated
    kiosks opened during the period ended December 31, 2004 was
    mistakenly overstated in two units.(c)
    
    In prior annual report, the total number of franchised
    restaurants opened during the period ended December 31,
    2004 was mistakenly overstated in four units.       3




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##### Table of Contents



Growth
    Strategy
      
    27.6% received up to the minimum wage (R$300.00); and,
    0.9% received above 20 times the minimum wage (R$6,000.00)        Franchise
    Program
    10-year
   4




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##### Table of Contents



Advertising
    and Promotions
     5




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##### Table of Contents



15-day
          Sources
    of Supply
      Coca-Cola, Coca-Cola
 6




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##### Table of Contents



Trademarks
      Trademark or Service Mark

Expiration DateBobs Double
    Cheeseburger

September 8, 2009Big Bob

January 5, 2012Bobs

June 5, 2012Franfilé

March 24, 2013       Competition
        made-to-order
 7




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##### Table of Contents



made-to-order
  Personnel
    city-by-city
        Availability
    of Reports and Other Information
  Form 10-K, Form 10-Q, Form 8-K, o
  ITEM 1A.
    RISK
    FACTORS  FORWARD
    LOOKING STATEMENTS
   8




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##### Table of Contents



Risks
    Relating to Operations
  We
    have a history of significant net losses, and we may not be
    profitable in the future; we may need to seek the forbearance of
    creditors in the future.
    Our
    success depends on our ability to efficiently compete in the
    food service industry.
    Our
    future success is dependent upon the success and expansion of
    our franchise program.
    We are
    subject to extensive regulatory requirements applicable to the
    food service industry.
   9




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##### Table of Contents



Risks
    Relating to Brazil
  Our
    business is subject to changes in Brazils
    economy.
      Our
    business may be affected by political and constitutional
    uncertainty in Brazil.
    Controls
    on foreign investments may limit our ability to receive capital
    from our Brazilian operating subsidiary.
    Risks
    related to our common stock
  Our
    common stock has been delisted from The Nasdaq SmallCap
    Market.
    Risks
    related to past due fiscal obligations of VENDEX
  
    Past due fiscal obligations of VENDEX.     10




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##### Table of Contents



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES            ITEM 3.
    LEGAL
    PROCEEDINGS       11




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##### Table of Contents



ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDER
    MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
   12




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##### Table of Contents



Common StockThree Months Ended

High


LowMarch 31, 2006

$
1.85


$
1.35June 30, 2006


4.85



1.70September 29, 2006


3.20



2.45December 29, 2006

$
5.50


$
2.60March 31, 2005


.80



.40June 30, 2005


1.65



.54September 30, 2005


1.01



.55December 30, 2005

$
1.51


$
0.81   Holders
    Dividends
        Equity
    Compensation Plans
    Form S-8 No. 333-133981,
 13




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##### Table of Contents



EQUITY
    COMPENSATION PLAN INFORMATION
  Number of SecuritiesNumber of





Remaining AvailableSecurities to be





for Future IssuanceIssued Upon


Weighted-Average


Under EquityExercise of


Exercise Price of


CompensationOutstanding


Outstanding


Plans (ExcludingOptions, Warrants


Options, Warrants


Securities ReflectedPlan Category

and Rights


and Rights


in Column(a)(a)


(b)


(c)Equity compensation plans approved
    by security holders(1)


78,750


$
1.35



Equity compensation plans not
    approved by security holders(2)










Total(1) + (2)


78,750


$
1.35



  14




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##### Table of Contents



ITEM 6.
    SELECTED
    CONSOLIDATED HISTORICAL FINANCIAL DATA    Year Ended December 31,2006


2005


2004


2003


2002R$000STORE RESULTSNet Restaurant Sales

R$
80.931


R$
75.559


R$
65.338


R$
60.466


R$
63.465Store Costs and
    ExpensesFood, Beverage and Packaging


(30.240
)


(28.306
)


(24.728
)


(23.754
)


(25.333
)Payroll & Related Benefits


(19.447
)


(17.094
)


(14.778
)


(13.688
)


(13.802
)Restaurant Occupancy


(9.311
)


(8.926
)


(8.348
)


(7.569
)


(8.417
)Contracted Services


(9.523
)


(8.624
)


(8.324
)


(7.950
)


(7.529
)Depreciation and Amortization


(2.319
)


(2.194
)


(2.225
)


(2.651
)


(3.017
)Other Store Costs and Expenses


(3.849
)


(3.240
)


(2.250
)


(1.684
)


(1.828
)Total Store Costs and
    Expenses


(74.689
)


(68.384
)


(60.653
)


(57.296
)


(59.926
)STORE OPERATING INCOME


6.242



7.175



4.685



3.170



3.539FRANCHISE RESULTSNet Franchise Revenues

R$
16.385


R$
11.963


R$
9.414


R$
9.264


R$
4.904Franchise Costs and Expenses


(3.176
)


(2.144
)


(1.916
)


(2.150
)


(1.166
)FRANCHISE OPERATING INCOME


13.209



9.819



7.498



7.114



3.738MARKETING, GENERAL ANDADMINISTRATIVE (EXPENSES)
    INCOMEMarketing (Expenses) Income


(4.018
)


(2.453
)


342



(659
)


(375
)Administrative Expenses


(11.333
)


(9.192
)


(7.828
)


(6.520
)


(7.434
)Other Operating Income (Expenses)


5.425



2.248



634



(2.936
)


(607
)Depreciation and Amortization


(626
)


(1.158
)


(1.160
)


(704
)


(756
)Net result of assets sold


145



(52
)


432



48



(287
)Impairment of assets


(180
)


(148
)






(204
)


(1.374
)Total Marketing, G & A
    (Expenses) Income


(10.587
)


(10.755
)


(7.580
)


(10.975
)


(10.833
)OPERATING INCOME (LOSS)


8.864



6.239



4.603



(691
)


(3.556
)Interest Income (Expenses)


(623
)


537



(3.151
)


(3.017
)


(4.174
)Foreign Exchange and Monetary
    Restatement Loss


(42
)


(84
)


(252
)


(410
)


(3.480
)NET INCOME (LOSS) BEFORE INCOME
    TAXES


8.199



6.692



1.200



(4.118
)


(11.210
)Income taxes  deferred


4.543















Income taxes  current


(2.808
)


(2.248
)


(599
)






NET INCOME (LOSS)

R$
9.934


R$
4.444


R$
601


R$
(4.118
)

R$
(11.210
)NET INCOME (LOSS) PER COMMON SHAREBASIC AND DILUTED

R$
1,22


R$
0,55


R$
0,08


R$
(0,55
)

R$
(1,96
)WEIGHTED AVERAGE COMMONSHARES OUTSTANDING:BASIC AND DILUTED


8.137.291



8.061.317



7.970.473



7.552.363



5.707.957Balance Sheet Data (End of
    Period):WORKING CAPITAL DEFICIT


(3.543
)


(4.371
)


(5.235
)


(5.882
)


(14.238
)TOTAL ASSETS


46.843



38.070



37.859



35.805



36.984ACCUMULATED DEFICIT


(48.753
)


(58.687
)


(63.131
)


(63.732
)


(59.614
)TOTAL SHAREHOLDERS EQUITY
    (DEFICIT)


10.278



34



(4.192
)


(5.103
)


(1.510
)  15




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Background
    Brazilian
    Political Environment
        Brazilian
    Economic Environment
       16




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##### Table of Contents



Year Ended December 31,2006


2005


2004


2003


2002


2001


2000


1999GDP


2.9
%


2.3
%


4.9
%


0.5
%


1.9
%


1.3
%


4.4
%


0.8
%Inflation(1)


3.1
%


5.7
%


7.6
%


9.3
%


12.5
%


7.7
%


6.0
%


8.9
%Interest Rates(2)


13.2
%


18.1
%


17.8
%


16.3
%


24.9
%


19.1
%


15.8
%


19.0
%Devaluation(3)


(8.7
)%


(11.8
)%


(8.1
)%


(18.2
)%


52.3
%


18.7
%


9.3
%


48.0
%     (1)
    
    Inflation as measured by IPCA  Broad Consumers Price
    Index(2)
    
    Nominal Interest Rates (p.a.) as measured by the average
    interest rate  SELIC in daily transactions with
    federal government bond(3)
    
    Devaluation/Revaluation of the Brazilian (R$) currency against
    U.S. Dollar ($)  Source:
    Brazilian Institute of Geography and Statistics (IBGE) and
    Central Bank of Brazil.  RESULTS
    OF OPERATIONS
      Twelve Months





Twelve Months





Twelve MonthsEnded





Ended





EndedDecember 31,





December 31,





December 31,2006


%


2005


%


2004


%R$000STORE RESULTSNet Restaurant Sales

R$
80.931



100,0
%

R$
75.559



100,0
%

R$
65.338



100,0
%Store Costs and
    ExpensesFood, Beverage and Packaging


(30.240
)


(37,4
)%


(28.306
)


(37,5
)%


(24.728
)


(37,8
)%Payroll & Related Benefits


(19.447
)


(24,0
)%


(17.094
)


(22,6
)%


(14.778
)


(22,6
)%Restaurant Occupancy


(9.311
)


(11,5
)%


(8.926
)


(11,8
)%


(8.348
)


(12,8
)%Contracted Services


(9.523
)


(11,8
)%


(8.624
)


(11,4
)%


(8.324
)


(12,7
)%Depreciation and Amortization


(2.319
)


(2,9
)%


(2.194
)


(2,9
)%


(2.225
)


(3,4
)%Other Store Costs and Expenses


(3.849
)


(4,8
)%


(3.240
)


(4,3
)%


(2.250
)


(3,4
)%Total Store Costs and
    Expenses


(74.689
)


(92,3
)%


(68.384
)


(90,5
)%


(60.653
)


(92,8
)%STORE OPERATING INCOME


6.242



7,7
%


7.175



9,5
%


4.685



7,2
%FRANCHISE RESULTSNet Franchise Revenues

R$
16.385



100,0
%

R$
11.963



100,0
%

R$
9.414



100,0
%Franchise Costs and Expenses


(3.176
)


(19,4
)%


(2.144
)


(17,9
)%


(1.916
)


(20,4
)%FRANCHISE OPERATING INCOME


13.209



80,6
%


9.819



82,1
%


7.498



79,6
% 17




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##### Table of Contents



Twelve Months





Twelve Months





Twelve MonthsEnded





Ended





EndedDecember 31,





December 31,





December 31,2006


%


2005


%


2004


%R$000MARKETING, GENERAL AND
    ADMINISTRATIVE (EXPENSES)Marketing (Expenses) Income


(4.018
)


(5,0
)%


(2.453
)


(3,2
)%


342



0,5
%Administrative Expenses


(11.333
)


(14,0
)%


(9.192
)


(12,2
)%


(7.828
)


(12,0
)%Other Operating Income (Expenses),
    net


5.425



6,7
%


2.248



3,0
%


634



1,0
%Depreciation and Amortization


(626
)


(0,8
)%


(1.158
)


(1,5
)%


(1.160
)


(1,8
)%Net result of assets sold


145



0,2
%


(52
)


(0,1
)%


432



0,7
%Impairment of assets


(180
)


(0,2
)%


(148
)


(0,2
)%






0,0
%Total Marketing, G & A
    (Expenses) Income


(10.587
)


(13,1
)%


(10.755
)


(14,2
)%


(7.580
)


(11,6
)%OPERATING INCOME


8.864







6.239







4.603Interest Income (Expenses), net


(623
)


(0,8
)%


537



0,7
%


(3.151
)


(4,8
)%Foreign Exchange and Monetary
    Restatement Loss


(42
)


(0,1
)%


(84
)


(0,1
)%


(252
)


(0,4
)%NET INCOME BEFORE INCOME TAXES


8.199



10,1
%


6.692



8,9
%


1.200



1,8
%Income taxes  deferred


4.543



5,6
%






0,0
%






0,0
%Income taxes  current


(2.808
)


(3,5
)%


(2.248
)


(3,0
)%






0,0
%NET INCOME

R$
9.934



12,3
%

R$
4.444



5,9
%

R$
1.200



1,8
%   STORE
    RESULTS
  Net
    Restaurant Sales
         18




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##### Table of Contents



Food,
    Beverage and Packaging Costs
          Payroll &
    Related Benefits
          Restaurant
    Occupancy Costs and Other Expenses
        Contracted
    Services
       19




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##### Table of Contents



Other
    Store Cost and Expenses
        FRANCHISE
    RESULTS
  Net
    Franchise Revenues
    12 Months Ended December, 312006


2005


2004R$000Net Franchise Royalty Fees


13,638



10,167



8,035Initial Fee


2,747



1,796



1,379Net Franchise Revenues


16,385



11,963



9,414       Franchise
    Costs and Expenses
        MARKETING
    AND ADMINISTRATIVE (EXPENSES) INCOME
  Marketing
    (expenses) income
       20




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##### Table of Contents



Administrative
    Expenses
        Other
    Operating Income (Expenses)
      December 31,2006


2005


2004R$000Exclusivity agreements

R$
6.059


R$
3.655


R$
3.949Income from properties leasing


460



410



226Uncollectable receivables


(482
)


(2.470
)


(2.243
)Reassessed tax and other tax
    adjustments


(701
)


1.552



(632
)Accruals for contingencies


(936
)


(1.482
)


(117
)Judicial agreements


2.493







Tax consulting


(1.175
)






Transport and logistic operating
    income






873



9Preopening and other (expenses)
    income


(293
)


(290
)


(558
)R$
5.425


R$
2.248


R$
634    21




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##### Table of Contents



Depreciation
    and Amortization (Stores and Headquarters)
        Impairment
    of Assets and Net Result of Assets Sold
    INTEREST
    INCOME (EXPENSES) AND FOREIGN EXCHANGE GAIN (LOSS)
  Interest
    Income (Expenses)
  and/or
      Foreign
    Exchange and Monetary Restatement Gain (Loss)
  and/or
  INCOME
    TAXES
   22




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES (Amounts in thousand of Brazilian
    reais)
  A) Introduction
        B) Debt
    Obligation  financial institutions
    C) Debt
    Obligation  taxes
        State
    Tax
        Federal
    Taxes
     23




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##### Table of Contents



D) Debt
    Obligation  summary of tax debts
        December 31,2006LongTotal


Current


TermLiability


Liability


LiabilityR$000Reassessed taxesState tax (value-added)


415







415Federal taxes (PAES)


13.698



1.695



12.003TOTAL

R$
14.113


R$
1.695


R$
12.418   E) Other
    Obligations
      Fiscal Year

Contractual LeasesR$0002007


6,4072008


4,1072009


3,2702010


2,4662011


1,949Thereafter


1,700Total


19,899      24




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##### Table of Contents



ContractualFiscal Year

Leases


Fiscal Debt


TotalR$0002007


6.407



1.695



8.1022008


4.107



1.614



5.7212009


3.270



1.200



4.4702010


2.466



1.200



3.6662011


1.949



1.200



3.149Thereafter


1.700



7.204



8.904Total


19.899



14.113



34.012         
    the expansion of Companys franchisee base, which may be
    expected to generate additional cash flows from royalties and
    franchise initial fees without significant capital expenditures;
    the continuing of motivational programs and menu expansions to
    meet consumer needs and wishes;
    negotiation with suppliers in order to obtain significant
    rebates in long term supply contracts; and
    renegotiation of past due receivables with franchisees.  CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
    and/or
 25




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##### Table of Contents



Constant
    currency restatement
    Foreign
    currency
    Accounts
    receivable
    Long-Lived
    Assets
    Revenue
    recognition
      Coca-Cola
  Income
    taxes
      Stock
    options
   26




---



##### Table of Contents



Share-Based Payment
  NEW
    ACCOUNTING STANDARDS
          Share-Based Payment
 27




---



##### Table of Contents



OFF-BALANCE
    SHEET ARRANGEMENTS
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE INFORMATION ABOUT MARKET RISK      ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA    ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Rules 13a-15(e) 15d-15(e),
    Rule 13a-15(e) 15d-15(e)
 28




---



##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION    Unregistered
    Sales of Equity Securities and Use of Proceeds
      Number of


AmountFiscal 2006 Quarter

Shares


Paid(Thousand of R$)1st


16.000



532nd


37.000



2473rd


25.035



1574th


22.000



135Total


100.035



592  PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    ITEM 11.
    EXECUTIVE
    COMPENSATION     ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS     ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE     ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    PART IV   ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Financial Statements and Financial Statement
    Schedules:
  page F-1
    Reports on
    Form 8-K
   29




---



##### Table of Contents



Exhibits
  ExhibitIndex

Description3
.1

Certificate of Incorporation of
    the Registrant, as amended(1)3
.2

By-laws of the Registrant(2)10
.1

Amended and Restated 1992 Stock
    Option Plan(2)10
.2

Capitalization and Administrative
    Restructuring Intentions Protocol dated May 15, 2002 by and
    among Brazil Fast Food Corp., Gustavo Figueredo Bomeny, CCC
    Emprendimentos e Participacoes Ltda., BigBurger Ltda., Jose
    Ricardo Bousquet Bomeny, Omar Carneiro da Cunha, Seaview Venture
    Group, Peter van Voorst Vader and Shampi Investments A.E.C.(3)21
.1

Subsidiaries of Registrant(4)24
.1

Power of Attorney (comprises a
    portion of the signature page of this report)31
.1*

Certification by Ricardo
    Figueiredo Bomeny, Chief Executive Officer and Acting Chief
    Financial Officer, pursuant to Section 302 of the
    Sarbanes-Oxley Act of 200232
.1*

Certification by Ricardo
    Figueiredo Bomeny, Chief Executive Officer and Acting Chief
    Financial Officer, pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002     *
    
    Filed herewith.(1)
    
    Filed as an exhibit to Registrants Registration Statement
    on
    Form S-1
    (File
    No. 333-3754).(2)
    
    Filed as an exhibit to Registrants Registration Statement
    on
    Form S-1
    (File
    No. 33-71368).(3)
    
    Filed as an exhibit to Registrants Current Report on
    Form 8-K,
    dated April 1, 2002.(4)
    
    Filed as an exhibit to Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 1997 (File
    No. 0-23278). 30




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##### Table of Contents



SIGNATURES    BRAZIL FAST FOOD CORP.
  By:
    /s/  Ricardo
    Figueiredo Bomeny         attorneys-in-fact, attorneys-in-fact, attorneys-in-fact,
    /s/  Ricardo
    Figueiredo BomenyRicardo
    Figueiredo Bomeny

Chief Executive Officer and Acting
    Chief Financial Officer

Date: April 2, 2007/s/  Omar
    Carneiro da CunhaOmar
    Carneiro da Cunha

Chairman of the Board

Date: April 2, 2007/s/  Peter
    J.F. van Voorst
    VaderPeter
    J.F. van Voorst Vader

Director

Date: April 2, 2007/s/  Romulo
    Borges FonsecaRomulo
    Borges Fonseca

Director

Date: April 2, 2007/s/  José
    Ricardo Bousquet
    BomenyJosé
    Ricardo Bousquet Bomeny

Director

Date: April 2, 2007/s/  Stephen
    J. RoseStephen
    J. Rose

Director

Date: April 2, 2007 31




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##### Table of Contents



/s/  Guillermo
    Hector PisanoGuillermo
    Hector Pisano

Director

Date: April 2, 2007/s/  Gustavo
    Figueiredo BomenyGustavo
    Figueiredo Bomeny

Director

Date: April 2, 2007    32




---



##### Table of Contents



EXHIBIT INDEX  ExhibitIndex

Description3
.1

Certificate of Incorporation of
    the Registrant, as amended(1)3
.2

By-laws of the Registrant(2)10
.1

Amended and Restated 1992 Stock
    Option Plan(2)10
.2

Capitalization and Administrative
    Restructuring Intentions Protocol dated May 15, 2002 by and
    among Brazil Fast Food Corp., Gustavo Figueredo Bomeny, CCC
    Emprendimentos e Participacoes Ltda., BigBurger Ltda., Jose
    Ricardo Bousquet Bomeny, Omar Carneiro da Cunha, Seaview Venture
    Group, Peter van Voorst Vader and Shampi Investments A.E.C.(3)21
.1

Subsidiaries of Registrant(4)24
.1

Power of Attorney (comprises a
    portion of the signature page of this report)31
.1*

Certification by Ricardo
    Figueiredo Bomeny, Chief Executive Officer and Acting Chief
    Financial Officer, pursuant to Section 302 of the
    Sarbanes-Oxley Act of 200232
.1*

Certification by Ricardo
    Figueiredo Bomeny, Chief Executive Officer and Acting Chief
    Financial Officer, pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002     *
    
    Filed herewith.(1)
    
    Filed as an exhibit to Registrants Registration Statement
    on
    Form S-1
    (File
    No. 333-3754).(2)
    
    Filed as an exhibit to Registrants Registration Statement
    on
    Form S-1
    (File
    No. 33-71368).(3)
    
    Filed as an exhibit to Registrants Current Report on
    Form 8-K,
    dated April 1, 2002.(4)
    
    Filed as an exhibit to Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 1997 (File
    No. 0-23278). 33




---



##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  CONSOLIDATED
    FINANCIAL STATEMENTS
 DECEMBER 31,
    2006, 2005 AND 2004




---



##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  INDEX TO FINANCIAL STATEMENTS
  PageReports of
    independent registered public accounting firm


F-2Financial statements:Consolidated
    balance sheets


F-3Consolidated income
    statements


F-4Consolidated
    statements of comprehensive income


F-5Consolidated
    statements of changes in shareholders equity


F-6Consolidated
    statements of cash flows


F-7Notes to
    consolidated financial statements


F-8 to F-24




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
         
 
   F-2




---



##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES



CONSOLIDATED
    BALANCE SHEETS  December 31,2006


2005(In thousands of Brazilian reais, except share amounts)ASSETSCURRENT ASSETS:Cash and cash equivalents

R$
3.810


R$
2.444Inventories


2.187



2.054Accounts receivableClients


2.026



1.420Franchisees


6.012



5.267Allowance for doubtful accounts


(726
)


(1.081
)Prepaid expenses


814



620Other current assets


1.690



1.076TOTAL CURRENT ASSETS


15.813



11.800PROPERTY AND EQUIPMENT, NET


17.454



15.970DEFERRED CHARGES, NET


4.554



5.477OTHER RECEIVABLES AND OTHER ASSETS


9.022



4.823TOTAL ASSETS

R$
46.843


R$
38.070LIABILITIES AND
    SHAREHOLDERS EQUITYCURRENT LIABILITIES:Notes payable

R$



R$
959Accounts payable and accrued
    expenses


10.714



8.526Payroll and related accruals


2.826



2.317Income taxes accruals


331



737Taxes, other than income taxes


980



1.014Current portion of deferred income


986



996Current portion of contingencies
    and reassessed taxes


3.253



1.522Other current liabilities


266



100TOTAL CURRENT LIABILITIES


19.356



16.171DEFERRED INCOME, less current
    portion


1.064



2.058CONTINGENCIES AND REASSESSED
    TAXES, less current portion (note 10)


16.145



19.807TOTAL LIABILITIES


36.565



38.036SHAREHOLDERS EQUITY:Preferred stock, $.01 par
    value, 5,000 shares authorized; no shares issued






Common stock, $.0001 par
    value, 12,500,000 shares authorized;
    8,384,177 and 8,128,427 shares issued;
    8,182,242 and 8,026,527 shares outstanding


1



1Additional paid-in capital


60.818



59.883Treasury Stock (201,935 and
    101,900 shares)


(808
)


(216
)Accumulated Deficit


(48.753
)


(58.687
)Accumulated comprehensive loss


(980
)


(947
)TOTAL SHAREHOLDERS EQUITY


10.278



34TOTAL LIABILITIES AND
    SHAREHOLDERS EQUITY

R$
46.843


R$
38.070    F-3




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##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  CONSOLIDATED
    INCOME STATEMENTS
  Year Ended December 31,2006


2005


2004(In thousands of Brazilian reais, except share amounts)STORE RESULTSNet Restaurant Sales

R$
80.931


R$
75.559


R$
65.338Store Costs and
    ExpensesFood, Beverage and Packaging


(30.240
)


(28.306
)


(24.728
)Payroll & Related Benefits


(19.447
)


(17.094
)


(14.778
)Restaurant Occupancy


(9.311
)


(8.926
)


(8.348
)Contracted Services


(9.523
)


(8.624
)


(8.324
)Depreciation and Amortization


(2.319
)


(2.194
)


(2.225
)Other Store Costs and Expenses


(3.849
)


(3.240
)


(2.250
)Total Store Costs and
    Expenses


(74.689
)


(68.384
)


(60.653
)STORE OPERATING INCOME


6.242



7.175



4.685FRANCHISE RESULTSNet Franchise Revenues

R$
16.385


R$
11.963


R$
9.414Franchise Costs and Expenses


(3.176
)


(2.144
)


(1.916
)FRANCHISE OPERATING INCOME


13.209



9.819



7.498MARKETING, GENERAL AND 
    ADMINISTRATIVE (EXPENSES) INCOMEMarketing (Expenses) Income


(4.018
)


(2.453
)


342Administrative Expenses


(11.333
)


(9.192
)


(7.828
)Other Operating Income (Expenses),
    net


5.425



2.248



634Depreciation and Amortization


(626
)


(1.158
)


(1.160
)Net result of assets sold


145



(52
)


432Impairment of assets


(180
)


(148
)


Total Marketing, G & A
    (Expenses) Income


(10.587
)


(10.755
)


(7.580
)OPERATING INCOME (LOSS)


8.864



6.239



4.603Interest Income (Expenses), net


(623
)


537



(3.151
)Foreign Exchange and Monetary
    Restatement Loss


(42
)


(84
)


(252
)NET INCOME (LOSS) BEFORE INCOME
    TAXES


8.199



6.692



1.200Income taxes  deferred


4.543







Income taxes  current


(2.808
)


(2.248
)


(599
)NET INCOME (LOSS)

R$
9.934


R$
4.444


R$
601NET INCOME (LOSS) PER COMMON SHAREBASIC AND DILUTED

R$
1,22


R$
0,55


R$
0,08WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING:BASIC AND DILUTED


8.137.291



8.061.317



7.970.473    F-4




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##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME
  Year Ended December 31,2006


2005


2004(In thousands of Brazilian reais)Net Income

R$
9.934


R$
4.444


R$
601Other comprehensive loss:Foreign currency translation
    adjustment


(33
)


(20
)


(25
)Comprehensive Income

R$
9.901


R$
4.424


R$
576    F-5




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##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS
    EQUITY
  Additional








AccumulatedCommon Stock


Paid-in


Treasury


Accumulated


ComprehensiveShares


Par Value


Capital


Stock


Deficit


Loss


Total(In thousands of Brazilian reais)Balance, December 31, 2003


7.806.540


R$
1


R$
59.530


R$



R$
(63.732
)

R$
(902
)

R$
(5.103
)Shares granted to Venbo Employees
    and share adjustment (see note 13)


35.637







36















36Shares in exchange of services


260.000







299















299Net income


















601







601Cumulative translation adjustment






















(25
)


(25
)Balance, December 31, 2004


8.102.177


R$
1


R$
59.865


R$



R$
(63.131
)

R$
(927
)

R$
(4.192
)Exercise of options


26.250







18















18Acquisition of Companys own
    shares


(101.900
)










(216
)










(216
)Net Income


















4.444







4.444Cumulative translation adjustment






















(20
)


(20
)Balance, December 31, 2005


8.026.527


R$
1


R$
59.883


R$
(216
)

R$
(58.687
)

R$
(947
)

R$
34Exercise of options


255.750







935















935Net Income


















9.934







9.934Acquisition of Companys own
    shares


(100.035
)










(592
)










(592
)Cumulative translation adjustment






















(33
)


(33
)Balance, December 31, 2006


8.182.242


R$
1


R$
60.818


R$
(808
)

R$
(48.753
)

R$
(980
)

R$
10.278    F-6




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##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2006


2005


2004(In thousands of Brazilian reais)CASH FLOW FROM OPERATING
    ACTIVITIES:Net Income

$
9.934


$
4.444


$
601Adjustments to reconcile net
    income to cash provided by operating activities:Depreciation and amortization


2.945



3.352



3.385(Gain) Loss on assets sold and
    impairment of assets


35



200



(432
)Deferred income tax asset


(4.543
)Accrued reassessed tax






(809
)


Expense accounted for on grant of
    shares










36Expense paid through issuance of
    equity










299Changes in assets and liabilities:(Increase) decrease in:Accounts receivable


(1.706
)


484



(895
)Inventories


(133
)


312



(770
)Prepaid expenses and other current
    assets


(808
)


344



92Other assets


344



(1.626
)


(1.166
)(Decrease) increase in:Accounts payable and accrued
    expenses


2.188



2.422



504Payroll and related accruals


509



361



372Taxes


(440
)


640



409Other liabilities


(1.765
)


235



(1.785
)Deferred income


(1.004
)


(358
)


1.053CASH FLOWS PROVIDED BY OPERATING
    ACTIVITIES


5.556



10.001



1.703CASH FLOW FROM INVESTING
    ACTIVITIES:Additions to property and equipment


(4.059
)


(4.356
)


(3.354
)Leased Assets










(2.017
)Acquisition of Companys own
    shares


(592
)


(216
)


Proceeds from sale of property,
    equipment and deferred charges


518



1.806



3.757CASH FLOWS (USED IN) INVESTING
    ACTIVITIES


(4.133
)


(2.766
)


(1.614
)CASH FLOW FROM FINANCING
    ACTIVITIES:Net Borrowings (Repayments) under
    lines of credit


(959
)


(6.506
)


(1.427
)Proceeds for leased assets










2.017Proceeds from issuance of shares
    of common stock


935



18



CASH FLOWS PROVIDED BY (USED IN)
    FINANCING ACTIVITIES


(24
)


(6.488
)


590EFFECT OF FOREIGN EXCHANGE RATE


(33
)


(20
)


(25
)NET INCREASE IN CASH AND CASH
    EQUIVALENTS


1.366



727



654CASH AND CASH EQUIVALENTS AT
    BEGINNING OF YEAR


2.444



1.717



1.063CASH AND CASH EQUIVALENTS AT END
    OF YEAR

$
3.810


$
2.444


$
1.717      F-7




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##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  NOTES
    TO CONSOLIDATED FINANCIAL STATEMENTS
  1
    BUSINESS
    AND OPERATIONS        2
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Generally
    Accepted Accounting Principles (GAAP)
  real reais
  Use of
    estimates
    Geographic
    area of operations
   F-8




---



##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Principles
    of consolidation
    Constant
    currency restatement
    Foreign
    currency
    Cash
    and cash equivalents
    Accounts
    receivable
       F-9




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##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Inventories
    Property
    and equipment
    YearsBuildings and building improvements


50Leasehold improvements


4-5Machinery and equipment


10-15Furniture and fixtures


10-15Vehicles


5-13   Deferred
    charges
      Preopening
    costs
    Revenue
    recognition
      Coca-Cola
  Marketing
    expense, Marketing fund and advertising expenses
     F-10




---



##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Stock
    options
      2005


2004R$000, except share infoNet income as reported


4,444



601Stock compensation


(124
)


(449
)Net income pro forma


4,320



152Net income per share, as reported


0,55



0,08Net income per share, pro forma


0,54



0,03             Share-Based Payment
   F-11




---



##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Income
    taxes
    Long-lived
    and intangibles assets
      Net
    income (loss) per common share
    Recently
    issued accounting standards
    Accounting for Uncertainty in Income Taxes Accounting for Income Taxes.
 F-12




---



##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Reclassifications
    3
    OTHER
    CURRENT ASSETS, OTHER RECEIVABLES AND OTHER ASSETS    December 31,Other Current Assets:

2006


2005R$000Witholding taxes

R$
59


R$
271Receivables from franchisees and
    from FBD  Suprilog assets(a)


1.628



736Other current receivables


3



69R$
1.690


R$
1.076   December 31,Other Receivable and Other Assets:

2006


2005R$000Receivables from
    franchisees  assets sold(b)

R$
702



1.057Judicial deposits(c)


3.774



3.747Deferred tax asset(d)


4,543



Other receivables


3



19R$
9.022


R$
4.823     (a)
    
    Short term receivables from franchisees developed from rights
    other than royalties and sale of assets and receivables derived
    from transaction discussed at note 1;(b)
    
    Long term portion of receivables derived from selling of
    restaurants to franchisees; F-13




---



##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (c)
    
    Deposits required by Brazilian court in connection to some of
    legal disputes, also discussed at note 10;(d)
    
    See note 9.  4
    PROPERTY
    AND EQUIPMENT, NET    December 31,2006


2005R$000Land

R$
2,322


R$
2,322Buildings and building improvements


3,330



2,886Leasehold improvements


8,308



7,449Machinery, equipment and software


18,076



14,474Furniture and fixtures


2,959



2,667Assets under capitalized leases






3,594Vehicles


407



31435,402



33,706Less: Accumulated depreciation and
    amortization


(17,948
)


(17,736
)R$
17,454


R$
15,970   5
    DEFERRED
    CHARGES, NET    December 31,2006


2005R$000Leasehold premiums

R$
9,484


R$
9,936Less: accumulated amortization


(4,930
)


(4,459
)R$
4,554


R$
5,477    F-14




---



##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6
    NOTES PAYABLE    December 31,2006


2005R$000Mortgages payable(a)

R$



R$
100Notes payable linked to fixed
    assets acquisition(b)






859



959Less: current portion






(959
)R$



R$
     (a)
    
    Comprised of credit facility from a Brazilian private financial
    institution, guaranteed by certain officers and receivables.
    Principal and the interests of 34.9% per annum were paid in
    four monthly installments ending April 2006.(b)
    
    This credit facility was used to purchase two stores. Repayment
    of principal were paid in seven monthly installments of
    R$53,226, ending July 2006, in addition of one payment of
    R$486,604 on January 2006. There were no interest charged on
    these borrowings. Principal was indexed to Brazilian inflation
    measured by IGP-M.    7
    ACCOUNTS
    PAYABLE AND ACCRUED EXPENSES  December 31,2006


2005R$000Suppliers

R$
4.189


R$
4.500Rent payable


713



816Outsourcing fees


615



451Accrued utilities


436



398Accrued maintenance


221



182Accrued advertising






229Marketing fund


3.804



1.378Audit services


82



96Other accrued liabilities


654



476R$
10.714


R$
8.526   8
    CASH FLOW
    INFORMATION      Year Ended December 31,2006


2005


2004R$000Interest paid

R$
1,108


R$
828


R$
948Income taxes paid

R$
2,533


R$
1,584


R$
224  F-15




---



##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9
    TAXATION        December 31,2006


2005


2004R$000Tax (expense) income at the
    combined statutory rate

R$
(2.788
)

R$
(2.275
)

R$
(408
)Current income tax offset by
    accumulated tax loss credits


1,114



1,688



234Combined statutory rate applied to
    differences between taxable results in Brazil and reported
    results


(1.135
)


(1.661
)


(425
)Income tax (expense) income as
    reported in the accompanying consolidated statement of operations

R$
(2.808
)

R$
(2.248
)

R$
(599
)       December 31,2006


2005R$000Deferred tax assets:Tax loss carry forward

R$
11.108


R$
13.850Provision for contingencies


1.268



836Property and equipment






277Total deferred tax assets


12.375



14.963Deferred tax liabilities:Property and equipment


67



Deferred charges






1.326Total deferred tax liabilities


67



1.326Net deferred tax asset


12.308



13.637Valuation allowance


(7.766
)


(13.637
)R$
4.542


R$
    F-16




---



##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    10
    COMMITMENTS
    AND LITIGATION  a)  Operating
    leases
    ContractualFiscal Year

LeasesR$0002007


6.4072008


4.1072009


3.2702010


2.4662011


1.949Thereafter


1.700Total


19.899     b)  Other
    commitments
    Coca-Cola,
  c)  Reassessed
    taxes and Contingencies
  Reassessed
    taxes
        
    Value added state tax  ICMS   F-17




---



##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        
    Federal taxes  PAES          Contingencies
  
    Leasing litigation   F-18




---



##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     
    ISS litigation          
    Past due fiscal obligations of VENDEX      
    Social Security Fines    
    Other litigation   F-19




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##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        December 31,2006


2005Long








LongTotal


Current


Term


Total


Current


TermLiability


Liability


Liability


Liability


Liability


LiabilityR$000Reassessed taxesState tax (value-added)


415







415



362







362Federal taxes (PAES)


13.698



1.695



12.003



14.628



1.522



13.106ContingenciesEquipment leasing litigation














3.144







3.144ISS tax litigation


1.763







1.763



985







985Social security fines


1.558



1.558Labor litigation


1.783







1.783Property leasing litigation


181







181



2.210







2.210TOTAL

R$
19.398


R$
3.253


R$
16.145


R$
21.329


R$
1.522


R$
19.807   11
    SHAREHOLDERS
    EQUITY  Preferred
    stock
   F-20




---



##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Common
    Stock
    December 31,2006


2005Issued shares


8,384,177



8,128,427Less: Treasury stock


(201,935
)


(101,900
)Outstanding shares


8,182,242



8,026,527   Private
    placements
  On December 20, 2004, Bigburger
    Ltda.
  Stock
    repurchase plan
      Services
    provided in exchange of common shares
  day-to-day
        Shares
    granted to Venbo employees and shares adjustments
   F-21




---



##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Stock
    option plan
    Form S-8 No. 333-133981,
          2006


2005


2004Weighted





Weighted





WeightedAverage





Average





AverageExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceOptions outstanding at beginning
    of year


347,000


$
1.65



521,250


$
1.86



570,625


$
1.76Granted










32,500



0.16







Exercised


(255,750
)


1.68



(26,250
)


0.29







Expired


(12,500
)


2.876



(170,000
)


2.24



(49,375
)


2.78Canceled










(10,500
)


1.77







Options outstanding at
    December 31,


78,750


$
1.346



347,000


$
1.65



521,250


$
1.86Options exercisable at
    December 31,


78,750


$
1.346



347,000


$
1.65



521,250


$
1.86    F-22




---



##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12
    OTHER
    INCOME (EXPENSES)    December 31,2006


2005


2004R$000Exclusivity agreements

R$
6.059


R$
3.655


R$
3.949Income from properties leasing


460



410



226Uncollectable receivables


(482
)


(2.470
)


(2.243
)Reassessed tax and other tax
    adjustments


(701
)


1.552



(632
)Accruals for contingencies


(936
)


(1.482
)


(117
)Judicial agreements


2.493







Tax consulting


(1.175
)






Transport and logistic operating
    income






873



9Preopening and other (expenses)
    income


(293
)


(290
)


(558
)R$
5.425


R$
2.248


R$
634   13
    TRANSACTIONS
    WITH RELATED PARTIES    14
    SELECTED
    QUARTERLY FINANCIAL DATA  2006First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(Amounts in thousands of Brazilian reais, except shares and
    income (loss) per share)Net Restaurant Sales


23.426



17.610



18.432



21.463Net Franchise Revenues


3.993



3.439



4.208



4.745Operating income (loss)


3.414



224



2.345



2.881Net income (loss)


2.458



(26
)


1.694



5.808Basic and diluted income (loss)
    per share


0,31







0,21



0,70Weighted average common shares
    outstanding


8.046.683



8.112.127



8.203.272



8.184.8402005Net Restaurant Sales


18.099



16.774



18.221



22.465Net Franchise Revenues


2.701



2.606



2.982



3.674Operating income (loss)


2.824



79



721



2.615Net income (loss)


2.018



(680
)


484



2.622Basic and diluted income (loss)
    per share


0,25



(0,08
)


0,06



0,32Weighted average common shares
    outstanding


8.098.257



8.068.015



8.057.154



8.022.716  F-23




---



##### Table of Contents



BRAZIL
    FAST FOOD CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  15
    SUBSEQUENT
    EVENTS     F-24