##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission file number: 000-23278
 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  BotafogoCEP 22.270-010, Rio de Janerio, Brazil
    
    N/A(Address of Principal Executive Offices)
    
    (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, $.0001 par value
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ




---



##### 



TABLE OF CONTENTS
 PageEXPLANATORY NOTE
    
    
    1Item 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    1Item 11.
    
    EXECUTIVE COMPENSATION
    
    
    3Item 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    6Item 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    6Item 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    7EX-31.1EX-32.1




---



##### Table of Contents



EXPLANATORY NOTE
  
 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
  Position and Offices
    
    DirectorName
    
    Age
    
    Presently Held
    
    SinceGuillermo Hector Pisano
    
    71
    
    Director
    
    2002Gustavo Alberto Villela Filho
    
    63
    
    Director
    
    2007Lúcio Cesar Montanini
    
    53
    
    Director
    
    2009Marcos Gouvêa de Souza
    
    62
    
    Director
    
    2009Alexandre F. Nunes
    
    44
    
    Director
    
    2009Marcos Rocha
    
    46
    
    Director
    
    2009
 Guillermo Hector Pisano
 Gustavo Alberto Villela Filho
 Lucio Montanini
 Marcos Gouvêa de Souza
 1




---



##### Table of Contents



Alexandre F. Nunes
 Marcos Rocha
 Executive Officers
  Ricardo Figueiredo Bomeny
 Meetings and Committees of the Board of Directors
  Audit Committee.
  2




---



##### Table of Contents



Compensation Committee.
 Compliance with Section 16(a) of the Securities Exchange Act
  Code of Ethics
  
 Item 11. EXECUTIVE COMPENSATION.
 Compensation Committee Interlocks and Insider Participation
  Summary Compensation
  Annual Compensation(1)Compensation AwardsSecuritiesOther Annual
    
    Underlying Options
    
    All OtherName and Principal Position
    
    Year
    
    Salary ($)
    
    Bonus($)
    
    Compensation ($)
    
    (#)
    
    Compensation ($)Ricardo Figueiredo Bomeny
    
    
    2009
    
    
    
    169,000
    
    
    
    84,000
    
    
    
    
    
    
    
    
    
    
    
    Chief Executive Officer
    
    
    2008
    
    
    
    152,379
    
    
    
    59,483
    
    
    
    21,769
    
    
    
    
    
    
    
    2007
    
    
    
    133,416
    
    
    
    
    
    
    
    40,907
 3




---



##### Table of Contents



Stock Option Grants and Exercises
  Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
  Employment Agreement
 Diretor
Superintendente
 REPORT ON EXECUTIVE COMPENSATION
  Compensation Philosophy
  
    
    provide motivation to achieve goals by tying executive compensation to our company performance, as
well as affording recognition of individual performance;
    
    provide compensation reasonably comparable to that offered by other companies in the same industry; and
    
    align the interests of executive officers with the long-term interests of our stockholders.
   Compensation Program
  4




---



##### Table of Contents



Chief Executive Officer Compensation
    Tax Considerations
  Summary
  Compensation Committee of the Board Of Directors
 
 Directors Compensation
  5




---



##### Table of Contents



Item 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Percent of CommonNumber of Shares
    
    Stock BeneficiallyName
    
    Beneficially Owned
    
    OwnedRicardo F. Bomeny
    
    
    250,000
    
    
    
    3.0
    %Guillermo Pisano
    
    
    8,750
    
    
    
    *Marcos Rocha
    
    
    1,539
    
    
    
    *Alexandre F. Nunes
    
    
    0
    
    
    
    *Gustavo Alberto Villela Filho
    
    
    0
    
    
    
    *Lúcio Cesar Montanini
    
    
    0
    
    
    
    *Marcos Gouvêa de Souza
    
    
    0
    
    
    
    *All
executive officers and directors as a group (7
persons)
    
    
    260,289
    
    
    
    3.1
    %Romulo B. Fonseca
    
    
    2,594,583
    
    
    
    30.6
    %José Ricardo B. Bomeny
    
    
    1,559,540
    
    
    
    18.4
    %Mexford Resources
    
    
    810,000
    
    
    
    9.6
    %
 
 *
    
    Less than one percent 
 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
  6




---



##### Table of Contents



Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
  Audit Fees:
 Audit-Related Fees:
 Tax Fees:
 All Other Fees:
 Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services
  7




---



##### Table of Contents



SIGNATURES
  BRAZIL FAST FOOD CORP.By:
    /s/ Ricardo Figueiredo BomenyRicardo Figueiredo Bomeny
Chief Executive OfficerDate:
    April 29, 2010  Signature
    
    Title
    
    Date/s/ Ricardo Figueiredo Bomeny

Ricardo Figueiredo Bomeny
    
    Chief Executive Officer
    
    April 29, 2010/s/ Guillermo Hector Pisano

Guillermo Hector Pisano
    
    Chairman of the Board
    
    April 29, 2010/s/ Gustavo Alberto Villela Filho

Gustavo Alberto Villela Filho
    
    Director
    
    April 29, 2010/s/ Lucio C. Montanini

Lucio C. Montanini
    
    Director
    
    April 29, 2010/s/ Marcos Gouvêa de Souza

Marcos Gouvêa de Souza
    
    Director
    
    April 29, 2010/s/ Alexandre F. Nunes
    
    Director
    
    April 29, 2010Alexandre F. Nunes/s/ Marcos Rocha
    
    Director
    
    April 29, 2010Marcos Rocha
 8




---



##### Table of Contents



ExhibitNumber

    Exhibit Description31.1
    
    
    Certification by Ricardo Figueiredo Bomeny, Chief Executive Officer and Acting Chief
Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, of Ricardo Figueiredo Bomeny, Chief Executive Officer and Acting
Chief Financial Officer.
 9