SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A-1

                  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001

                         Commission file number: 0-23278

                             BRAZIL FAST FOOD CORP.
             (Exact name of registrant as specified in its charter)

              Delaware                                     13-3688737
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                       Identification No.)

                  Av. Brasil
              6431 - Bonsucesso
                CEP 21040-360
           Rio de Janeiro,  Brazil                            N/A
   (Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code:  011 55 21 2564-4219


Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange
     Title of each class                        on which registered
     -------------------                        -------------------
              -                                          -

Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                (Title of Class)

                                 ---------------

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes....... No...X....

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ____

     The  number of  shares  outstanding  of the  Registrant's  common  stock is
3,722,790 (as of April 12, 2002).

     The aggregate  market value of the voting stock held by  non-affiliates  of
the Registrant is $836,455 (as of April 12, 2002).

<page>

     Unless otherwise  specified,  all references in this Report to (i) "reais,"
the "real" or "R$" are to the  Brazilian  real  (singular),  or to the Brazilian
reais (plural), the legal currency of Brazil, and (ii) "U.S. dollars" or "$" are
to United States dollars.  Unless otherwise specified,  information presented in
this Report is as of March 31, 2002.


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

Directors and Executive Officers

     Our executive officers and directors are as follows:

               Name                      Age            Position
               ----                      ---            --------

Omar Carneiro da Cunha...............    56      Chairman of the Board

Peter J. F. van Voorst Vader.........    48      President, Chief Executive
                                                  Officer and Director

Lawrence Burstein....................    59      Director

Jose Ricardo Bosquet Bomeny..........    61      Director

Stephen J. Rose......................    72      Director

     OMAR  CARNEIRO DA CUNHA has been our Chairman of the Board since 1996.  Mr.
Carneiro da Cunha is a founding  principal of Bond  Consultoria  Empresarial S/C
Ltda., a Brazilian business  consultancy.  From September 1995 to December 1997,
he served as chief  executive  officer of AT&T  Brazil.  From 1967 to 1994,  Mr.
Carneiro da Cunha held a variety of  positions  with Shell  Brasil S.A.  and its
affiliates,  including  serving as president  of Shell Brasil S.A.  from 1992 to
1994. Mr.  Carneiro da Cunha received a B.A. in Economics from the University of
Political  and  Economical  Sciences  of Rio de Janeiro  and a degree in Finance
Administration from Fundacao Getulio Vargas.

     PETER J. F. VAN VOORST  VADER has been our chief  executive  officer  since
March 1996.  Prior to that date and from 1995,  he was an  independent  business
consultant.  From 1992 to 1995,  Mr. van Voorst Vader was a retail sales manager
for Shell Nederland  Verkoopmaatschappij  B.V., overseeing the operations of 800
gas  stations.  From 1985 to 1992,  Mr. van Voorst Vader held several  positions
with  Shell  Brasil  S.A.,   including   sales  promotion   manager,   marketing
communications manager and retail development manager. From 1983 to 1985, he was
employed  by  Shell  International  Petroleum  Company  as  regional  brand  and
communications  assistant  for Africa,  the Middle East,  the Far East and South
America.  From 1980 to 1983, Mr. van Voorst Vader was a commercial assistant for
Shell Italia. Mr. van Voorst Vader received a B.S. in Hotel Management from both
the  Hogere  Hotel  School  in The  Hague,  Holland  and  Florida  International
University.  Mr. van Voorst  Vader  also has a Masters  Degree in  International
Business from Florida International University.

     LAWRENCE BURSTEIN has served as one of our directors since our inception in
1992.  From our  inception  to March  1996,  Mr.  Burstein  also  served  as our
president.  He has been president,  a director, and the principal stockholder of
Unity Venture Capital  Associates Ltd., a private investment banking firm, since
March  1996.  Mr.  Burstein  is a  director  of  five  other  public  companies,
including:

     o    T.H.Q.,  Inc.,  which  develops  and  markets  video  games  for Sony,
          Nintendo and Sega;

     o    CAS Medical  Systems,  Inc.,  which  manufactures  and  markets  blood
          pressure  monitors and other disposable  products  principally for the
          neonatal market;

     o    MNI  Group,  Inc.,  which  principally  manufactures  and  distributes
          nutritional supplements;

     o    I.D.  Systems,  Inc., which designs,  develops and produces a wireless
          monitoring and tracking system which uses radio frequency  technology;
          and

     o    Quintel Communications, Inc., which is a direct marketing company that
          develops and operates Internet-based marketing companies.

Mr. Burstein received an LL.B. from Columbia Law School.

     JOSE RICARDO  BOSQUET BOMENY has served as one of our directors since 1996.
Mr. Bomeny founded  BigBurger Ltda. in 1975 and served as its president until we
acquired  this  company  in July  1996.  He  currently  owns  another  fast food
business,  which  is not  competitive  with  our  business,  as  well as six gas
stations and two parking lots.

     STEPHEN J. ROSE has served as one of our directors  since June 2001.  Since
May 2000, Mr. Rose has been a founding  director and  shareholder of Latinco,  a
London-based  investment bank specializing in capital raising and other services
to medium-sized Latin American  companies.  Prior to that date and from 1996, he
was managing  director of UBS Capital Markets in London.  From 1980 to 1996, Mr.
Rose was chairman and  managing  director of Stephen Rose & Partners,  a private
investment  bank which was  acquired by UBS in 1996.  Mr.  Rose was  educated in
Marlborough  College and  subsequently at Worcester  College,  Oxford,  where he
obtained First Class Honours in Law and was called to the Bar in 1954.

Stockholders' Agreement

     On August 11, 1997 we entered into a stockholders' agreement with AIG Latin
America  Equity  Partners,  Ltd.,  referred  to  herein  as  "AIGLAEP,"  and our
then-current  executive officers and directors,  and certain of their affiliates
as a condition to the closing of a stock purchase  agreement with AIGLAEP.  Each
of the parties to the  stockholders'  agreement  agreed,  among other things, to
vote  their  respective  shares  of our  common  stock to  elect  as  directors,
respectively,  one  designee of AIGLAEP,  two  designees  of Shampi  Investments
A.E.C.,  two  designees  of Lawrence  Burstein  and certain  other of our former
executive  officers  and  directors,  and one  designee of  BigBurger  Ltda.  At
present,  the two designees of Shampi  Investments  A.E.C.  are Omar Carneiro da
Cunha and Peter J. F. van Voorst Vader,  the two  designees of Mr.  Burstein and
certain of our other former  executive  officers and directors are Mr.  Burstein
and Stephen Rose and the one designee of BigBurger Ltda. is Jose Ricardo Bosquet
Bomeny. AIGLAEP did not exercise its right to designate a board nominee to stand
for  election  at our annual  meeting  of  shareholders  on June 7, 2001.  As of
December 31, 2001, an aggregate of 1,109,701 shares, or 29.5% of our outstanding
shares  of  common  stock,  were  required  to be voted in  accordance  with the
stockholders'  agreement.  Upon the exercise of options and warrants held by the
parties to the stockholders' agreement, as of December 31, 2001, an aggregate of
1,543,451 shares, or 36.8% of our outstanding shares of common stock, would have
been required to be voted in accordance with the stockholders' agreement.

     The stockholders' agreement also provides that if we fail to achieve 75% of
our projected  cumulative  EBITDA, as set forth in the stockholders'  agreement,
for each of the periods from January 1, 1997 to December 31, 1999, 2000 or 2001,
respectively, AIGLAEP could appoint such number of its designees which, together
with an  expansion  of the board and the  filling  of  vacancies  created by the
resignation of certain  directors  serving at such time, would then constitute a
majority of our board of directors,  thereby  effecting a change in our control.
We failed to achieve the  performance  targets for year ended December 31, 2000.
Following negotiations with AIGLAEP, the stockholders'  agreement was amended on
March 14, 2001, to provide for, among other things,  the  suspension,  until the
completion of our audited  financial  statements for the year ended December 31,
2002, of AIGLAEP's right to appoint a majority of our board of directors.

     If certain economic  performance targets based on our results of operations
for the two years ending December 31, 2002, as set forth in the amendment to the
stockholders'  agreement,  are met,  or if  AIGLAEP  at any time  owns less than
187,500 issued and outstanding shares of our common stock, subject to adjustment
for any stock split or  restructuring,  AIGLAEP's  right to take  control of our
board  of  directors  will  terminate.  If,  however,  we  fail  to  meet  these
performance targets,  our chief executive officer must promptly resign,  AIGLAEP
will have the right to take control of our board of  directors  and our board of
directors will be required, except as limited by their fiduciary obligations, to
adopt recommendations for improving our financial performance as may be proposed
by a committee of the board composed of  representatives  of AIGLAEP and certain
other  investors who purchased  our equity  securities in a private  offering in
March 2001. For a more detailed  description of the stockholders'  agreement and
the  amendment  to  the   stockholders'   agreement,   see  "Item  13.   Certain
Relationships and Related Transactions."

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities  Exchange Act of 1934 requires our officers
and  directors,  as well as those  persons  who own more than 10% of our  common
stock, to file reports of ownership and changes in ownership with the SEC. These
persons are required by SEC regulations to furnish us with copies of all Section
16(a) forms they file.  Based  solely on our review of the copies of such forms,
or written  representations  from certain  reporting  persons that no such forms
were  required,  we believe that during the fiscal year ended December 31, 2001,
all filing requirements  applicable to our officers,  directors and greater than
10% owners of our common stock were met, except that Stephen Rose failed to file
on a timely basis a Form 3 and one Form 4 reflecting one transaction.

<page>


Item 11.   Executive Compensation

Summary Compensation

         The following table sets forth information with respect to compensation
earned during the years ended December 31, 2001, 2000 and 1999 by Peter J. F.
van Voorst Vader, our president and chief executive officer.

<table>
<caption>
                                                                                                Long-Term
                                              Annual Compensation                          Compensation Awards
                                              -------------------                          -------------------

                                 Year                                      Other      Restricted     Number of Shares
                                 Ended                                     Annual       Stock        of Common Stock
Name and Principal Position   December 31,    Salary(1)     Bonus      Compensation   Awards(s)     Underlying Options
---------------------------   ------------    ---------     -----      ------------   ----------    ------------------


                              <c>          <c>          <c>             <c>           <c>            <c>
Peter J. F. van Voorst Vader     2001         $ 40,689     $4,808          --            --             51,875
   President and Chief           2000         $ 63,504        --           --            --             42,500
   Executive Officer             1999         $ 60,513        --           --            --             48,125

----------------------
</table>
(1)  In 1999, we began denominating  salaries in Brazilian Reais. In this table,
     salaries  for 1999,  2000 and 2001 have been  converted  into U.S.  Dollars
     based on an exchange rate of R$2.34 for each $1.00.

Options

     The following  table sets forth  information  with respect to option grants
issued by us to Peter J. F. van  Voorst  Vader  during  the  fiscal  year  ended
December 31, 2001.

<table>
<caption>

                                                      Percent of Total
                                  Number of Shares   Options Granted to    Per Share                   Grant Date
                                     Underlying         Employees in        Exercise     Expiration     Present
           Name                   Options Granted        Fiscal Year         Price          Date       Value (1)
---------------------------      -----------------   ------------------    ---------     ----------    ----------


                                    <c>                  <c>              <c>         <c>             <c>
Peter J. F. van Voorst Vader....       51,875               27.5%            $2.30       6/7/2006        $1.39

---------------------
</table>
(1)  Present  value is  estimated  on the date of grant using the Black  Scholes
     option pricing model with the following  weighted average  assumptions used
     for grants in 2001;  risk free interest rate of 5.0%; no expected  dividend
     yield;  expected lives of 5 years;  and expected stock price  volatility of
     68%.


     The following  table sets forth  information  with respect to stock options
held by Peter J. F. van Voorst Vader at December 31, 2001.

<table>
<caption>

                                                                     Number of Unexercised
                                     Number of                  Securities Underlying Options       Value of Unexercised
                                      Shares                        at December 31, 2001           In-the-Money Options
                                     Acquired         Value     -----------------------------   ---------------------------
             Name                   on Exercise     Realized    Exercisable   Unexercisable     Exercisable   Unexercisable
--------------------------------   -------------    --------    -----------   ---------------   -----------   -------------


                                     <c>           <c>          <c>           <c>                <c>          <c>
Peter J. F. van Voorst Vader....        --            --           151,250       --                 --           --
</table>


Directors' Compensation

     Our directors  receive no cash  compensation  for attending  board meetings
other than  reimbursement  of  reasonable  expenses  incurred in attending  such
meetings.  Rather,  we  compensate  our  directors  on an annual basis for their
services  through  grants of  options to  acquire  shares of our  common  stock,
exercisable at the prevailing market price of our common stock on the respective
grant dates,  with the next such grants  scheduled to be made on the date of the
annual meeting. There is no pre-determined number of options annually granted to
our  directors.  The quantity of options to be granted is defined  every year by
our  compensation  committee,  which is composed of some board  members.  During
fiscal 2001, our compensation  committee  awarded Omar Carneiro da Cunha options
to purchase  36,875 shares of our common  stock,  Lawrence  Burstein  options to
purchase  15,625  shares of our  common  stock and  Stephen  J. Rose  options to
purchase 4,375 shares of our common stock. The foregoing  options were issued on
June 7, 2001 and expire on June 7, 2006.  The options are  exercisable  at $2.30
per share of common stock.

Employment Arrangements

     Mr. van Voorst Vader is party to an  employment  agreement  with us that is
scheduled to expire in February  2002.  The agreement  calls for him to serve as
our chief  executive  officer at a current  salary of  R$148,600  per annum,  or
$63,504,  with  provision  for  annual  bonuses  based  upon  future  results of
operations,  in such amounts,  if any, as may be determined from time to time at
the discretion of our board.

Change of Control Arrangements

     Our employment arrangements with our two executive officers provide that if
we terminate the employment of either of them, other than for cause, following a
change of control,  or any such person  voluntarily  terminates  such employment
within 180 days subsequent to a change of control,  we shall have to pay to such
person an amount of money equal to 2.9 times his base amount (a term  defined in
the  Internal  Revenue  Code,  which  essentially  is such  person's  annualized
compensation).

     Further, all options,  warrants, and other rights to acquire our securities
we  previously  granted and  outstanding  to any such  persons  upon a change of
control shall fully vest and become immediately exercisable.

     Change of control is defined as either:

     o    the  acquisition  by a person or group of persons acting in concert of
          20% or more beneficial ownership of our common stock; or

     o    the  commencement  or announcement of an intention to make a tender or
          exchange  offer for 30% or more  beneficial  ownership  of our  common
          stock; or

     o    the  acquisition  by a person or group of persons acting in concert of
          10% or more  beneficial  ownership  of our  common  stock,  when  such
          person's  ownership interest is deemed by our board to have a material
          adverse impact on our business or prospects; or

     o    the election or appointment  of one or more  individuals to our board,
          which  election  or  appointment  results in a change in the  majority
          compensation  of the board  from  that  which  existed  on the date we
          entered into our employment agreement with Mr. van Voorst Vader.

     A change of control may occur pursuant to the stockholders'  agreement with
AIGLAEP. For a detailed description of the stockholders'  agreement, as amended,
see "Item 13. Certain Relationships and Related Transactions."

<page>


Item 12.   Security Ownership of Certain Beneficial Owners and Management

     The  following  table sets forth certain  information  as of March 31, 2002
with respect to the beneficial ownership of our common stock by:

     o    each person known by us to be the beneficial  owner of more than 5% of
          our outstanding shares of common stock;

     o    our chief executive  officer and each of our other executive  officers
          whose  compensation  for the year  ended  December  31,  200  exceeded
          $100,000;

     o    each of our directors; and

     o    all executive officers and directors as a group.

<table>
<caption>
                                                                         Amount and
                                                                          Nature of           Approximate
                                                                         Beneficial          Percentage of
Name and Address of Beneficial Owner                                    Ownership (1)            Class
------------------------------------                                    -------------        -------------


                                                                     <c>                      <c>
AIG Latin America Equity Partners, Ltd.........................         1,559,942 (2)            30.6%
         80 Pine Street
         New York, NY 10016

Peter J. F. van Voorst Vader...................................         1,559,942 (3)            30.6%
         Prudente de Moraes 1933/703
         Ipanema 22420-043 - Rio de Janeiro, Brazil

Omar Carneiro da Cunha.........................................         1,559,942 (4)            30.6%
         c/o Bond Consultoria Empresarial S/C Ltda.
         RU4 Voluntarios da Patria
         89 Sala 604 - Botatogo-RJ - Brazil 22210-00

Lawrence Burstein..............................................         1,559,942 (5)            30.6%
         245 Fifth Avenue
         New York, NY 10016

Jose Ricardo Bosquet Bomeny....................................         1,559,942 (6)            30.6%
         c/o Big Burger Ltda.
         Rua Lauro Muller 116/2005 - Rio de Janeiro, Brazil

Stephen J. Rose................................................           116,875 (7)             2.3%
         10/11 Dacre Street
         London, SW1H ODJ
         United Kingdom

Caisse de depot et placement du Quebec.........................           292,500 (8)             3.1%
         1981 McGill College Avenue
         Montreal, Quebec H3A 3C7
         Canada

All executive officers and directors as a group (5 persons)....          1,161,817               22.7%

---------------------------
</table>

(1)  Beneficial  ownership  means the sole or shared power to vote or direct the
voting of a security or the sole or shared  power to invest or dispose or direct
the investment or disposition of a security.  Except as otherwise indicated,  we
believe that all named persons have sole voting power and investment  power with
respect  to their  shares  of  common  stock,  except  to the  extent  that such
authority is shared by spouses under  applicable  law, and record and beneficial
ownership  with respect to their shares.  This table also includes any shares of
common stock  issuable  upon  exercise of options or warrants that are currently
exercisable or that will become exercisable within 60 days of March 31, 2002.

(2) Includes warrants that are exercisable for an aggregate of 100,000 shares of
common stock.  Also includes an aggregate of 40,000 shares of common stock owned
by our  directors,  other than Stephen Rose,  for which AIG Latin America Equity
Partners,  Ltd.,  or "AIGLAEP,"  has been granted the right and option,  through
March 14, 2003,  to purchase at a price equal to $1.50 per share.  Also includes
1,044,942 shares of common stock  beneficially  owned by other  shareholders who
are parties to a stockholders' agreement dated August 11, 1997, as amended March
14, 2001, for which each of the parties,  including  AIGLAEP,  has shared voting
power to elect  our board of  directors.  AIGLAEP  has  dispositive  power  over
515,000 shares of common stock, including shares underlying options,  subject to
the terms of the stockholders'  agreement.  See "Item 13. Certain  Relationships
and Related Transactions."

(3) Includes options to purchase  241,250 shares of common stock.  Also includes
106,613 shares of common stock owned by Shampi  Investments  A.E.C.,  L.G. Smith
Boulevard,  Punta Brabo, Oranjstad,  Aruba, of which Mr. van Voorst Vader is the
sole stockholder. Does not reflect options owned by Mr. van Voorst Vader to sell
15,000 shares of common stock.  Also includes  1,200,454  shares of common stock
beneficially  owned by other  shareholders  who are  parties to a  stockholders'
agreement  dated August 11, 1997, as amended  March 14, 2001,  for which each of
the parties,  including Mr. van Voorst  Vader,  has shared voting power to elect
our board of directors.  Mr. van Voorst Vader has dispositive power over 359,488
shares of common stock,  including  shares  underlying  options,  subject to the
terms of the stockholders'  agreement.  See "Item 13. Certain  Relationships and
Related Transactions."

(4)  Includes  112,238  shares of common stock owned by Seaview  Ventures  Group
Inc.,  The Creque  Building,  P.O. Box 116, Road Town,  Tortola,  British Virgin
Islands, of which Mr. Carneiro da Cunha is a principal. Also includes options to
purchase  65,000 shares of common stock.  Does not reflect  options owned by Mr.
Carneiro da Cunha to sell 10,000 shares of common stock. Also includes 1,380,130
shares of common stock  beneficially owned by other shareholders who are parties
to a  stockholders'  agreement dated August 11, 1997, as amended March 14, 2001,
for which each of the  parties,  including  Mr.  Carneiro  da Cunha,  has shared
voting  power to elect our board of  directors.  Mr. Mr.  Carneiro  da Cunha has
dispositive  power  over  179,812  shares  of  common  stock,  including  shares
underlying  options,  subject to the terms of the stockholders'  agreement.  See
"Item 13. Certain Relationships and Related Transactions."

(5) Includes  8,604  shares of common  stock owned by members of Mr.  Burstein's
family, for which Mr. Burstein disclaims beneficial ownership,  and 2,778 shares
owned by the Lawrence  Burstein IRA, of which Mr.  Burstein is the  beneficiary.
Also includes  warrants owned by Mr.  Burstein that are  exercisable  for 25,000
shares of common  stock and options  owned by Mr.  Burstein  to purchase  46,250
shares of common stock.  Does not reflect  options owned by Mr. Burstein to sell
7,500 shares of common  stock.  Also includes  1,468,050  shares of common stock
beneficially  owned by other  shareholders  who are  parties to a  stockholders'
agreement  dated August 11, 1997, as amended  March 14, 2001,  for which each of
the parties,  including Mr. Burstein, has shared voting power to elect our board
of directors.  Mr. Burstein has  dispositive  power over 91,892 shares of common
stock,  including  shares  underlying  options,  subject  to  the  terms  of the
stockholders'  agreement.  See  "Item  13.  Certain  Relationships  and  Related
Transactions."

(6) Includes  options to purchase  46,250 shares of common stock.  Also includes
367,500 shares of common stock owned by BigBurger  Ltda., of which Mr. Bomeny is
a principal  shareholder.  Does not reflect  options owned by Mr. Bomeny to sell
7,500 shares of common  stock.  Also includes  1,146,192  shares of common stock
beneficially  owned by other  shareholders  who are  parties to a  stockholders'
agreement  dated August 11, 1997, as amended  March 14, 2001,  for which each of
the parties, including Mr. Bomeny, has shared voting power to elect our board of
directors. Mr. Bomeny has dispositive power over 413,750 shares of common stock,
including shares underlying  options,  subject to the terms of the stockholders'
agreement. See "Item 13. Certain Relationships and Related Transactions."

(7) Includes  100,000  shares of common  stock owned by The Daedulus  Retirement
Fund, of which Mr. Rose is the  beneficiary.  Also includes options owned by The
Daedulus Retirement Fund to purchase 12,500 shares of common stock.

(8) Includes warrants that are exercisable for 125,000 shares of common stock.


<page>
Item 13.   Certain Relationships and Related Transactions

     On August 11, 1997 we entered into a stockholders' agreement with AIG Latin
America  Equity  Partners,  Ltd.,  referred to herein as "AIGLAEP," and our then
executive officers and directors, and certain of their affiliates as a condition
to the closing of a stock  purchase  agreement  with AIGLAEP,  pursuant to which
AIGLAEP  purchased  375,000  shares of our common stock and warrants to purchase
62,500 shares of our common stock.

     Pursuant to the terms of the stockholders'  agreement,  each of the parties
to the agreement agreed,  among other things, to vote their respective shares of
our common stock to elect as directors one designee of AIGLAEP, two designees of
Shampi Investments  A.E.C., two designees of Lawrence Burstein and certain other
of our former  executive  officers and directors,  and one designee of BigBurger
Ltda.  At present,  the two  designees  of Shampi  Investments  A.E.C.  are Omar
Carneiro da Cunha and Peter J. F. van Voorst  Vader,  the two  designees  of Mr.
Burstein and certain of our other former  executive  officers and  directors are
Mr.  Burstein and Stephen Rose and the one designee of BigBurger  Ltda.  is Jose
Ricardo Bosquet Bomeny.  AIGLAEP did not exercise its right to designate a board
nominee to stand for election at our annual meeting of  shareholders  on June 7,
2001. As of December 31, 2001, an aggregate of 1,109,701 shares, or 29.5% of our
outstanding shares of common stock, were required to be voted in accordance with
the stockholders'  agreement.  Upon the exercise of options and warrants held by
the  parties  to the  stockholders'  agreement,  as of  December  31,  2001,  an
aggregate  of 1,543,451  shares,  or 36.8% of our  outstanding  shares of common
stock, would have been required to be voted in accordance with the stockholders'
agreement.

     The stockholders'  agreement provides that if we fail to achieve 75% of our
projected cumulative EBITDA (earnings before interest,  taxes,  depreciation and
amortization),  as set  forth in the  stockholders'  agreement,  for each of the
periods from January 1, 1997 to December 31, 1999,  2000 or 2001,  respectively,
AIGLAEP  could  appoint such number of its  designees  which,  together  with an
expansion of the board and the filling of vacancies  created by the  resignation
of certain  directors  serving at such time, would then constitute a majority of
our board of directors, thereby effecting a change in our control.

     We failed to achieve the  performance  targets for year ended  December 31,
2000.  Following  negotiations  with AIGLAEP,  the  stockholders'  agreement was
amended on March 14, 2001, to provide,  among other things,  for the suspension,
until the  completion  of our audited  financial  statements  for the year ended
December  31,  2002,  of  AIGLAEP's  right to appoint a majority of our board of
directors.  In partial consideration of AIGLAEP's agreeing to the suspension and
possible  termination  of its right to take  control of our board and certain of
its prior  approval  rights,  we issued to AIGLAEP  warrants to purchase  35,813
shares of our common  stock at an exercise  price of $5.00 per share and reduced
the  exercise  price of  additional  warrants to purchase  64,187  shares of our
common  stock  held by  AIGLAEP  to $5.00 per  share.  Further,  certain  of our
shareholders  agreed to grant  AIGLAEP an option to  purchase  an  aggregate  of
40,000 shares of our common stock held by such  shareholders  (and among them as
they shall agree) at an exercise price of $1.50 per share.

     The  amendment  to the  stockholders'  agreement  provides  that if certain
economic  performance  targets,  based on our results of operations for the year
ending  December  31,  2002 and set out in the  amendment  to the  stockholders'
agreement,  are met, or if AIGLAEP at any time owns less than 187,500 issued and
outstanding shares of our common stock, subject to any adjustments for any stock
split  or  restructuring,  AIGLAEP's  right  to take  control  of our  board  of
directors and certain of its prior approval rights will terminate.  If, however,
we fail to meet these  performance  targets,  our chief  executive  officer must
promptly  resign and our board of directors will be required,  except as limited
by their  fiduciary  obligations,  to adopt  recommendations  for  improving our
financial  performance  as may be  proposed  by a  committee  of  the  board  of
directors composed of representatives of AIGLAEP and certain other investors who
purchased our equity securities in a private offering in March 2001.

<page>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  registrant  has duly caused this  Amendment to this
Report to be signed on its behalf by the undersigned, thereunto duly authorized.


                                        BRAZIL FAST FOOD CORP.


Dated:    December 3, 2002.             By:      /s/ Peter van Voorst Vader
                                            --------------------------------
                                                 Peter van Voorst Vader
                                                 Chief Executive Officer