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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004
Commission file number: 000-23278 BRAZIL FAST FOOD CORP.  Delaware
    
    13-3688737(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)Av. Brasil6431  BonsucessoCEP 21040-360Rio de Janeiro, Brazil
    
    N/A(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: 55 (21) 2564-4219 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange onTitle of each class
    
    which registered
    
    
 Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.0001 per share
(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 þ      No o 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. o Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange
Act Rule 12b-2). Yes o       No þ




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The aggregate market value of the voting common stock held by non-affiliates of the
Registrant, computed by referenced to the average bid and asked price of such common stock, as of
the last business day of the Registrants most recently completed second fiscal quarter, was
$1,389,434 as of June 30, 2004. The
number of shares outstanding of the Registrants common stock is
8,102,177 (as of April
14, 2005).




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EXPLANATORY NOTE This Amended Annual Report on Form 10-K is being filed solely for the purpose of filing that
information required by Part III, Item 10-14 of Form 10-K, which was omitted in the Annual Report
on Form 10-K originally filed on April 15, 2005.




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESSIGNATURES    Table of Contents  
 PART III 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Directors Our directors, who serve for a term of one year or until their respective successors are
elected and qualified, are as follows: position and offices
    
    directorname
    
    age
    
    presently held
    
    sinceOmar Carneiro da Cunha.
    
    
    58
    
    
    Chairman of the Board
    
    
    1996José Ricardo Bousquet Bomeny
    
    
    63
    
    
    Director
    
    
    1996Stephen J. Rose.
    
    
    74
    
    
    Director
    
    
    2001Guillermo Hector Pisano.
    
    
    66
    
    
    Director
    
    
    2002Gustavo Figueiredo Bomeny.
    
    
    37
    
    
    Director
    
    
    2002Rômulo Borges Fonseca.
    
    
    54
    
    
    Director and Secretary
    
    
    2002Peter J. F. van Voorst Vader
    
    
    51
    
    
    Director
    
    
    1996
 Omar Carneiro Da Cunhahas 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 Vaderhas served as one of our directors since 1996 and was our Chief
Executive Officer from March 1996 to December 2002. 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. José Ricardo Bousquet Bomenyhas served as one of our directors since 1996. Mr. Bomeny
founded Big Burger Ltda. in 1975 and served as its President until we acquired Big Burger Ltda. in
July 1996. Mr. Bomeny currently owns another fast food business, which is not competitive with our
business, as well as six gas stations and two parking lots. José Ricardo Bousquet Bomeny is the
father of Gustavo Figueiredo Bomeny, who is also one of our directors.




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Stephen J. Rosehas 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, Mr. Rose 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. Guillermo Hector Pisanohas served as one of our directors since 2002. Mr. Pisano was Vice
President of UAP do Brasil, the French Insurance Companys Brazilian Agency, from 1988 to 1996,
Chief Financial Officer of RACIMEC, a Brazilian Industrial Computer society, from 1983 to 1988, and
Chief Executive Officer of CGA do Brasil, an Automatism French Manufacturer, from 1978 to 1982.
Mr. Pisano also held a variety of positions from 1965 to 1978 with Thomson CSF, which is a French
communications and radar manufacturer, in Argentina and in Brazil where he was the Chief Financial
Officer. Mr. Pisano is an Electronic Engineer and he has a degree from the National University of
Buenos Aires, and he also holds a degree in Administration and Financial Management from Thomson
CSF School of Business with further specialization in Industrial and Institutional Organization. Gustavo Figueiredo Bomenyhas served as one of our directors since 2002. Mr. Bomeny is
currently an independent project engineer for several companies. He also has been working as
Project Manager in the Big Burger Ltda. group since 1995. He has extensive experience in studies,
projects, budgets, supervision and execution of buildings for restaurants, fast-food stores and
other commercial facilities. He holds a B. A. in Architecture and Urbanism from de Santa Ursula
University, Rio de Janeiro. Gustavo Figueiredo Bomeny is the son of José Ricardo Bousquet Bomeny
and the brother of Ricardo Figueiredo Bomeny, each of who are also our directors. Rômulo Borges Fonsecahas served as one our directors since 2002, and as our corporate
Secretary since December 2003. Mr. Fonseca was an engineer in the Maintenance and Transportation
division of Petrobras, the Brazilian Petrol Company, from 1975 to 1982. After he left Petrobras,
Mr. Fonseca founded MCA, a company specialized in mechanical assemblages for fuel trucks serving
airports and companies like Shell, Petrobras and others in the fuel business. In 1998 Mr. Fonseca
started SBCQ, a laboratory of metallic analysis, and in the same year he founded the FORZA group
which are gas stations specialized in natural gas distribution. Mr. Fonseca is also a shareholder
of CCC Emprendimentos e Participaçoes Ltd., which is a principal stockholder of our company. Mr.
Fonseca is a Mechanical Engineer and a graduate of the PUC University, Rio de Janeiro and he has a
degree in Economics from Fundacao Getulio Vargas, Brazil. Executive Officers Our executive officers, their ages and positions, as of the record date, are as follows: Name
    
    Age
    
    PositionRicardo Figueiredo Bomeny
    
    
    35
    
    
    Chief Executive OfficerRômulo Borges Fonseca
    
    
    54
    
    
    Secretary and Director




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Below is a summary of the business experience of Mr. Ricardo Figueiredo Bomeny. The business
experience of Mr. Rômulo Borges Fonseca appears under the caption Proposal for the Election of
Directors set forth on page 4 above. Ricardo Figueiredo Bomenyhas been our Chief Executive Officer since January 2003. Prior to
that date and from 1991, Mr. Bomeny held several positions with us, including acting as our Chief
Operating Officer. Mr. Bomeny has also experience working for other companies in the fast food
industry that operate in Brazil. Mr. Bomeny holds a degree in Business Administration from Candido
Mendes University, Rio de Janeiro, an MBA in Corporate Finance from IBMEC, Rio de Janeiro, an MBA
in Retail Trade from PUC University, Rio de Janeiro and also a post graduate Certificate in
Marketing from PUC University, Rio de Janeiro. Ricardo Figueiredo Bomeny is the son of José
Ricardo Bousquet Bomeny and the brother of Gustavo Figueiredo Bomeny. Meetings and Committees of the Board of Directors The Board of Directors held four meetings during the year ended December 31, 2004, and each of
our directors attended all of those meetings, except for Mr. Rose who was absent from the meeting
held in June 2004. The Board of Directors has two standing committees, the Audit Committee and the
Compensation Committee. The Board of Directors does not have a standing nominating committee. The
Board of Directors believes that questions regarding the nomination of directors are better
addressed by the Board of Directors as a whole. Moreover, in accordance with certain of the voting
provisions contained in the 2002 Stock Purchase Agreement, our stockholders who are parties to such
agreements have agreed to vote for the election of certain director nominees to our Board of
Directors as designated by the parties to such agreements. Audit Committee. The Audit Committee of our Board of Directors is charged with the review of
the activities of our independent auditors, including, but not limited to, establishing our audit
policies, selecting our independent auditors and overseeing the engagement of our independent
auditors. The Audit Committee is presently composed of Messrs. Omar Carneiro da Cunha and
Guillermo Hector Pisano and Stephen J. Rose. The Audit Committee held four meetings during the
year ended December 31, 2004, with all of its members in attendance, except for Mr. Rose who was
absent from the meeting held in June 2004. At the April 2004 meeting of the Board of Directors,
the board accepted the resignation of Mr. Pisano and appointed Mr. Gustavo Bomeny to fill his
vacancy. The Board of Directors also confirmed the Mr. Omar Caneiro da Cunhas qualifies as an
audit committee financial expert as defined by the rules promulgated by the Securities and
Exchange Commissions (the SEC). We are not a listed company under SEC rules and therefore our Audit Committee is not
required to be made up of independent directors, nor are we required to have an audit committee
charter. We also do not have an audit committee financial expert on our Audit Committee. Our
Board of Directors has determined that each of the members of our Audit Committee is able to read
and understand fundamental financial statements and has substantial business experience that
results in that members financial sophistication. Accordingly, our Board of Directors believes
that each of the members of the Audit Committee has the sufficient knowledge and experience
necessary to fulfill the duties and obligation that a member of an audit committee should have. Compensation Committee. The Compensation Committee of our Board of Directors is charged with
reviewing and recommending to our Board of Directors compensation programs for our executive
officers and key employees. The Compensation Committee, which is currently composed of Messrs.
José Ricardo Bousquet Bomeny, Rômulo Borges Fonseca and Peter J. F. van Voorst Vader, held four
meetings during the year ended December 31, 2004, with all of its members in attendance.




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Compensation Committee Interlocks and Insider Participation None of the members of our Compensation Committee served as an officer or an employee of ours
or any of our subsidiaries during the fiscal year ended on December 31, 2004. Effective December
31, 2002 Mr. van Voorst Vader resigned as our President and Chief Executive Officer. There were no
material transaction between us and any of the members of the Compensation Committee during the
fiscal year ended December 31, 2004. 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
certain of our board members. During fiscal year 2004, our Compensation Committee awarded Omar Carneiro da Cunha options to
purchase 6,250 shares of our common stock, and it awarded each of Stephen J. Rose Peter J. F. van
Voorst Vader Rômulo Borges Fonseca José Ricardo Bomeny, Gustavo Figueiredo Bomeny and Guillermo
Hector Pisano and José Ricardo Bousquet Bomeny options to purchase 4,375 shares of our common
stock. The foregoing options were issued on November 19, 2004 and expire on November 19, 2009.
The options are exercisable at $0.26 per share of common stock. Family Relationships José Ricardo Bousquet Bomeny is the father of Gustavo Figueiredo Bomeny and Ricardo Figueiredo
Bomeny. We have no other familial relationships among the executive officers and directors. Code of Ethics We are currently in the process of reviewing and formally adopting a code of ethics for our
directors, executive officers and employees. We expect to complete this process in early 2006. We
expect that the standards set forth in our code of ethics which are applicable to our officers and
directors will help us promote honest and ethical conduct, full, fair, accurate, timely and
understandable disclosure, and compliance with applicable governmental rules and regulations. Compliance with Section 16(a) of the Securities Exchange Act 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. To our knowledge, 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, 2004, all filing
requirements applicable to our officers, directors and greater than 10% owners of our common stock
were met, except for Messrs. Omar Carneiro de Cunha, Stephen J. Rose, Guillermo Hector Pisano,
Rômulo Borges Fonseca, Peter J. F. van Voorst Vader, José Ricardo Bousquet Bomeny and Gustavo
Figueiredo Bomeny who were each late on filings.




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ITEM 11. EXECUTIVE COMPENSATION Summary Compensation The following table presents certain summary information concerning compensation earned for
services rendered in all capacities by the individual who served as Chief Executive Officer of the
Company during 2004, as well as our other four most highly compensated executive officers (the
Named Executive Officers) whose total annual salary and bonus exceeded $100,000 during the fiscal
year ended December 31, 2004. Annual Compensation (1)
    
    
    Long Term Compen-Other
    
    
    sation AwardsAnnual
    
    
    Securities
    
    
    All OtherCompen-
    
    
    Under-lying
    
    
    Compensa-Name and Principal Position
    
    Year
    
    
    Salary($)
    
    
    Bonus($)
    
    
    sation($)
    
    
    Options(#)
    
    
    tion($)Ricardo Figueiredo Bomeny
    
    
    2004
    
    
    $
    69,000
    
    
    $
    27,000
    
    
    
    *
    
    
    
    
    
    
    $
    3,500
    (3)Chief Executive Officer,
    
    
    2003
    
    
    
    41,200
    
    
    
    7,200
    
    
    
    *
    
    
    
    
    
    
    
    84,000
    (2)and Director
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Peter J. F. van Voorst Vader
    
    
    2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,375
    
    
    
    Former President and Chief
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    *
    
    
    
    4,375
    
    
    
    Executive Officer and Director
    
    
    2002
    
    
    
    37,972
    
    
    
    4,808
    
    
    
    *
    
    
    
    
    
    
    
    Romulo Borges Fonseca
    
    
    2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,375
    
    
    
    87,500
    (4)Secretary
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,3752002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   *
    
    Value of perquisites and other personal benefits does not exceed the lesser of $50,000 or
10% of the total of annual salary and bonus reported for the Named Executive Officer.  (1)
    In this table, annual compensation has been converted into U.S. Dollars based on an average
exchange rate for each period.(2)
    Includes 240,000 shares of common stock granted to Mr. Bomeny at a market value of $0.35 per
share
in connection with the services he performs for us as our Chief Executive Officer pursuant
to the May 2002 Shareholders Agreement.(3)
    Includes 10,000 shares of common stock granted to Mr. Bomeny at a market value of $0.35 per
share in connection with services he performed for us as our Chief Executive Officer pursuant
to the May 2002 Shareholders Agreement.(4)
    Includes 250,000 shares of common stock granted to Mr Fonseca at a market value of $0.35 per
share in connection with services he performed for us as our Secretary and assigned by Mr
Ricardo Bomeny pursuant to the May 2002 Shareholders Agreement. Stock Option Grants and Exercises There were no stock option grants issued by us to any of the named executive officers during
the year ended December 31, 2004.




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Employment Arrangements We have an employment agreement with Ricardo Figueiredo Bomeny our Chief Executive Officer and
also a General Manager (Diretor Superintendente") of our wholly owned subsidiary Venbo Comércio de
Alimentos Ltda. (Venbo). During the first 12 months of his term as our Chief Executive Officer,
in addition to his base salary, we agreed to pay Mr. Bomeny 20,000 shares of common stock per
month. During his second 12 month term we have agreed to pay Mr. Bomeny a sum in cash equal to
R$12,000 per month or $5,158 per month, and we will also pay him an additional 260,000 shares of
our common stock, provided Mr. Bomeny meets certain specific performance objectives. We had an employment agreement with Mr. van Voorst Vader that expired in February 2002. The
agreement called for him to serve as our Chief Executive Officer at a then 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 of
Directors. Mr. van Voorst Vader resigned as our Chief Executive Officer effective December 31,
2002. Change Of Control Arrangement Our employment arrangement with Mr. van Voorst Vader provided that if we terminate his
employment, other than for cause, following a change of control, or he voluntarily terminates such
employment within 180 days subsequent to a change of control, we shall have to pay him an amount of
money equal to 2.9 times his base amount (a term defined in the Internal Revenue Code, which
essentially is his annualized compensation). Mr. Van Voorst Vader resigned from all operational tasks as President of Venbo on October 1,
2002 and as Chief Executive Officer of our company on December 31, 2002. He and the Board of
Directors agreed that after the resignation there was an effective change of control. It was
agreed that Mr. Van Voorst Vader should receive 120,000 shares of common stock, the company car and
R$160,000 instead of 2.9 times his base salary. All of his options vested immediately on October
31, 2002 and will remain exercisable for 36 months from that date. Further, all options, warrants, and other rights to acquire our securities we previously
granted and outstanding to Mr. van Voorst Vader upon a change of control became fully vested and
immediately exercisable. Change of control is defined as either:  
    the acquisition by a person or group of persons acting in concert of 20% or
more beneficial ownership of our common stock; or
    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
    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 of Directors to have a material adverse impact on
our business or prospects; or
    the election or appointment of one or more individuals to our Board of
Directors, which election or appointment results in a change in the majority
compensation of the Board of




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Directors from that which existed on the date we entered into our employment
agreement with Mr. van Voorst Vader. 
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 The following table sets forth certain information as of April 14, 2005 with respect to the
beneficial ownership of our common stock by: (i) each person known by us to be the beneficial
owner of more than 5% of our outstanding shares of common stock; (2) our Chief Executive Officer;
and (iii) each of our directors and nominees to become directors; and all executive officers,
directors and nominees as a group. Number of Shares
    
    
    PercentName
    
    Beneficially Owned(1)
    
    
    of ClassPeter J. F. van Voorst Vader
    
    
    4,411,526
    (2)
    
    
    54.4
    %Omar Carneiro da Cunha
    
    
    4,411,526
    (2)
    
    
    54.4
    %José Ricardo Bousquet Bomeny
    
    
    4,411,526
    (2)
    
    
    54.4
    %Stephen J. Rose
    
    
    213,125
    
    
    
    2.6
    %Guillermo Hector Pisano
    
    
    8,750
    
    
    
    *Gustavo Figueiredo Bomeny
    
    
    258,750
    
    
    
    3.2
    %Ricardo Figueiredo Bomeny
    
    
    250,000
    
    
    
    3.1
    %Rômulo Borges Fonseca
    
    
    2,418,750
    
    
    
    29.9
    %CCC Empreendimentos e Participaoces Ltda.
    
    
    4,411,526
    (2)
    
    
    54.4
    %Mexford Resources
    
    
    810,000
    
    
    
    10.0
    %All executive officers and directors
as a group (8 persons)
    
    
    5,150,901
    
    
    
    63.6
    %
   *
    
    Less than one percent.  (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.(2)
    Includes shares owned by other parties to the 2002 Stockholders Agreement. 
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 On August 11, 1997 we entered into a stockholders agreement (the 1997 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 1997 Stockholders Agreement, each of the parties to that
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




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Burstein, one of our former directors, and certain other of our former executive officers and
directors, and one designee of Big Burger Ltda. The 1997 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 1997 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 of Directors 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 1997 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 of Directors 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 stockholders agreed to grant
AIGLAEP an option to purchase an aggregate of 40,000 shares of our common stock held by such
stockholders (and among them as they shall agree) at an exercise price of $1.50 per share. The amendment to the 1997 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 1997 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 that we conducted in March 2001. We failed to meet the original performance targets for each of the years ended December 31,
2002 and 2003. However, the amendment to the 1997 Stockholders Agreement contains a provision
that requires the parties to renegotiate the performance targets in good faith in the event that
(i) the Brazil SELIC central bank rate exceeds an average of 18% for a continuous period of ninety
business days or (ii) there is a devaluation of the Brazilian Real against the US dollar exceeding
10% over any three-month period. Both such events have occurred since the amendment. However, due
to the fact that our request to renegotiate the performance targets in good faith did not receive a
response, we believe that the performance targets are no longer applicable. On May 15, 2002, we entered into a stockholders agreement (the 2002 Stockholders Agreement)
with Big Burger Ltda. and CCC Emprendimentos e Participacoes Ltd. (the Investors) and certain of
our shareholders and directors, namely Jose Ricardo Bousquet Bomeny, Omar Carneiro da Cunha,
Seaview Venture Group, Peter J. F. van Voorst Vader and Shampi Investments A.E.C., as a condition
to the closing of a stock purchase agreement with the Investors, pursuant to which they purchased
3,700,000 shares of our common stock.




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Pursuant to the terms of the 2002 Stockholders Agreement, each of the parties to that
agreement agreed, among other things, to vote its respective shares of our common stock to elect as
directors one designee of Omar Carneiro da Cunha, one designee of Lawrence Burstein, one of our
former directors, one designee of Big Burger Ltda. and two designees of the Investors. The parties
to the 2002 Stockholders Agreement also agreed that, with regard to certain matters that may arise
at our Annual Stockholders Meetings, all of their shares of common stock will be voted in
accordance with the instructions of a majority of the total shares of common stock held by such
parties. On December 20, 2004, we completed a total buyout of AIGLAEPs equity position in the company.
This buyout nullified the 1997 Stockholders Agreement. 
 ITEM 14.
    
    ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 The aggregate fees billed to Brazil Fast Food Corp. by our principal audit firm Grant
Thornton Auditores Independentes for the year ended December 31, 2003 and by the present
audit firm BDO Selman LLP for the year ended December 31, 2004 are as follows: Audit Fees: The aggregate audit fees for professional services rendered by our outside
auditors in connection with their audit of (i) our consolidated annual financial statements
included in our annual report on Form 10-K, (ii) reviews of our consolidated quarterly financial
statements included in our quarterly reports on Form 10-Q, amounted to approximately $58,000 paid
to Grant Thornton Trevisan for the 2003 fiscal year and approximately $63,000 paid to BDO Trevisan
for the 2004 fiscal year, which amounts include approximately $5,000 each in travel related
expenses. Audit-Related Fees: There were no fees paid either to Grant Thornton Trevisan Auditores
Independentes or to BDO Trevisan Auditores Independentes for audit-related services for the years
ended December 31, 2003 and 2004 respectively. Tax Fees: There were no fees paid either to Grant Thornton Auditores Independentes or to BDO
Trevisan Auditores Independentes for tax related services or the preparation of tax returns for the
years ended December 31, 2003 or 2004. All Other Fees: We did not pay any other fees for professional services either to Grant
Thornton Auditores Independentes or to BDO Trevisan Auditores Independentes for the years ended
December 31, 2003 or 2004.




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amended Annual Report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rio de Janeiro, Federative Republic of
Brazil, on the 2nd day of May, 2004. BRAZIL FAST FOOD CORP. By: /s/ Ricardo Figueiredo Bomeny
Ricardo Figueiredo Bomeny
President and Chief Executive Officer KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints and hereby authorizes Ricardo Figueiredo Bomeny and Peter J.F. van Voorst Vader,
severally, such persons true and lawful attorneys-in-fact, with full power of substitution or
resubstitution, for such person and in such persons name, place and stead, in any and all
capacities, to sign on such persons behalf, individually and in each capacity stated below, any
and all amendments, to this Annual Report, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all intents and purposes
as such person might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Registration
Statement has been signed by the following persons in the capacities and on the dates indicated: Date: May 2, 2005
    
    /s/ Ricardo Figueiredo Bomeny

Ricardo Figueiredo Bomeny
Chief Executive Officer and Acting Chief Financial
OfficerDate: May 2, 2005
    
    *

Omar Carneiro da Cunha
Chairman of the BoardDate: May 2, 2005
    
    *

Peter J.F.  van Voorst Vader
DirectorDate: May 2, 2005
    
    *

Romulo Borges Fonseca
DirectorDate: May 2, 2005
    
    *

José Ricardo Bousquet Bomeny
DirectorDate: May 2, 2005
    
    *

Stephen J.  Rose
DirectorDate: May 2, 2005
    
    *

Guillermo Hector Pisano
DirectorDate: May 2, 2005
    
    *

Gustavo Figueiredo Bomeny
Director




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*By:
    
    /s/ Ricardo Figueiredo Bomeny
     Ricardo Figueiredo Bomeny
     Attorney-in-Fact