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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 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-
 BRAZIL FAST FOOD CORP.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    13-3688737(State or Other Jurisdiction
    
    (I.R.S. Employerof Incorporation or Organization)
    
    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
  ̈ þ
  ̈ þ
 þ  ̈
 þ
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  ̈ þ




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESSIGNATURESSection 302 CEO & CFO Certification    Table of Contents  EXPLANATORY NOTE
  
 PART III
 Unless otherwise specified, all references in this report to Reais, the Real or R$ are to the
Brazilian Real, the currency of Brazil, and all references in this report to $ are to the United
States dollar. On April 27, 2006, one Real equaled $0.473 United States dollars.
 As used in this report, the terms we, us, our and the Company refer to Brazil Fast Food
Corp., unless otherwise expressly stated or the context otherwise requires.
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
 Board of Directors
  Position and Offices
    
    DirectorName
    
    Age
    
    
    Presently Held
    
    SinceOmar Carneiro da Cunha
    
    
    59
    
    
    Chairman of the Board
    
    1996José Ricardo Bousquet Bomeny
    
    
    64
    
    
    Director
    
    1996Stephen J. Rose
    
    
    75
    
    
    Director
    
    2001Guillermo Hector Pisano
    
    
    67
    
    
    Director
    
    2002Gustavo Figueiredo Bomeny
    
    
    38
    
    
    Director
    
    2002Rômulo Borges Fonseca
    
    
    55
    
    
    Director and Secretary
    
    2002Peter J. F. van Voorst Vader
    
    
    52
    
    
    Director
    
    1996
  Omar Carneiro da Cunha
 José Ricardo Bousquet Bomeny
 Stephen J. Rose
 2




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Guillermo Hector Pisano
 Gustavo Figueiredo Bomeny
 Rômulo Borges Fonseca
 Peter J. F. van Voorst Vader
 3




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##### Table of Contents



Executive Officers
  Name
    
    Age
    
    
    PositionRicardo Figueiredo Bomeny
    
    
    36
    
    
    Chief Executive OfficerRômulo Borges Fonseca
    
    
    55
    
    
    Secretary and Director
  Ricardo Figueiredo Bomeny,
 Audit Committee of the Board of Directors
   Family Relationships
  4




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Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  
 ITEM 11. EXECUTIVE COMPENSATION
  Summary Compensation Table
 Long TermCompensationAnnual Compensation (1)
    
    
    AwardsOtherAnnual
    
    
    SecuritiesCompensation
    
    
    Underlying
    
    
    All OtherName and Principal Position
    
    Year
    
    
    Salary($)
    
    
    Bonus($)
    
    
    ($)
    
    
    Options(#)
    
    
    Compensation($)Ricardo Figueiredo Bomeny
    
    
    2005
    
    
    $
    87,700
    
    
    $
    40,600
    
    
    
    *
    
    
    
    
    
    
    $
    Chief Executive Officer
    
    
    2004
    
    
    $
    35,500
    
    
    $
    12,525
    
    
    
    *
    
    
    
    
    
    
    $
    91,000
    (2)2003
    
    
    $
    41,200
    
    
    $
    7,200
    
    
    
    *
    
    
    
    
    
    
    $
    84,000
    (3)
 
 *
    
    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 260,000 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 2002
Shareholders Agreement. Mr. Bomeny subsequently transferred 250,000
of these shares to CCC Empreendimentos e Participações Ltda.(3)
    
    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
performed for us as our Chief Executive Officer pursuant to the 2002
Shareholders Agreement. 5




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Stock Option Grants and Exercises
  Compensation of Directors
    Employment Agreements
 Diretor Superintendente"
 Compensation Committee Interlocks and Insider Participation
  6




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Performance Chart
 The information contained in this Performance Chart section shall not be deemed to be
soliciting material or filed or incorporated by reference in future filings with the SEC, or
subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the
extent that the Company specifically incorporates it by reference into a document filed under the
Securities Act of 1933 or the Securities Exchange Act of 1934.
  
 Total Return To Shareholders
(Includes reinvestment of dividends)
 ANNUAL RETURN PERCENTAGEYears EndingCompany / Index
    
    2001
    
    
    2002
    
    
    2003
    
    
    2004
    
    
    2005BRAZIL FAST FOOD CORP
    
    
    -22.42
    
    
    
    -85.00
    
    
    
    25.00
    
    
    
    50.00
    
    
    
    206.67S&P500 INDEX
    
    
    -11.89
    
    
    
    -22.10
    
    
    
    28.68
    
    
    
    10.88
    
    
    
    4.91S&P RESTAURANTS INDEX
    
    
    -10.26
    
    
    
    -23.97
    
    
    
    50.17
    
    
    
    42.44
    
    
    
    6.39
 INDEXED RETURNSBasePeriod
    
    
    Years EndingCompany / Index
    
    2000
    
    
    2001
    
    
    2002
    
    
    2003
    
    
    2004
    
    
    2005BRAZIL FAST FOOD CORP
    
    
    100
    
    
    
    77.58
    
    
    
    11.64
    
    
    
    14.55
    
    
    
    21.82
    
    
    
    66.91S&P500 INDEX
    
    
    100
    
    
    
    88.11
    
    
    
    68.64
    
    
    
    88.33
    
    
    
    97.94
    
    
    
    102.75S&P RESTAURANTS INDEX
    
    
    100
    
    
    
    89.74
    
    
    
    68.23
    
    
    
    102.46
    
    
    
    145.95
    
    
    
    155.28
 7




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##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
   Number of Shares
    
    
    PercentName
    
    Beneficially Owned (1)
    
    
    of ClassPeter J. F. van Voorst Vader
    
    
    4,337,226
    (2)
    
    
    53.1
    %Omar Carneiro da Cunha
    
    
    4,265,351
    (3)
    
    
    52.2
    %José Ricardo Bousquet Bomeny
    
    
    4,247,226
    (4)
    
    
    52.0
    %Stephen J. Rose
    
    
    213,125
    (5)
    
    
    2.6
    %Guillermo Hector Pisano
    
    
    8,750
    (6)
    
    
    *Gustavo Figueiredo Bomeny
    
    
    258,750
    (7)
    
    
    3.2
    %Ricardo Figueiredo Bomeny
    
    
    250,000
    (8)
    
    
    3.1
    %Rômulo Borges Fonseca
    
    
    4,231,601
    (9)
    
    
    51.8
    %Mexford Resources
    
    
    810,000
    (10)
    
    
    9.9
    %All executive officers and directors as a group (8 persons)
    
    
    5,102,726
    
    
    
    62.4
    %
 
 *
    
    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. 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 May 1,
2006.(2)
    
    Includes options to purchase 105,625 shares of Common Stock. Also
includes 119,238 shares of Common Stock owned by Shampi Investments
A.E.C., L.G., whose address is Smith Boulevard, Punta Brabo, Oranjstad,
Aruba, of which Mr. van Voorst Vader is the sole stockholder. Includes
4,107,363 shares of Common Stock beneficially owned by other
stockholders who are parties to the 2002 Stockholders Agreement, for
which each of the parties, including Mr. van Voorst Vader, has shared
voting power to elect directors. The address for Mr. van Voorst Vader
is Rua Casuarina, 780 Humaitá CEP: 22.261-160 Rio de Janeiro  RJ,
Brazil.(3)
    
    Includes options to purchase 33,750 shares of Common Stock. Also
includes 119,113 shares of Common Stock owned by Seaview Ventures Group
Inc., whose address is The Creque Building, P.O. Box 116, Road Town,
Tortola, British Virgin Islands, of which Mr. Carneiro da Cunha is a
principal. Also includes 3,125 shares of Common Stock owned by Bond
Consultoria Empresarial S/C Ltda., of which Mr. Carneiro da Cunha is a
principal. Includes 4,103,113 shares of Common Stock beneficially owned
by other stockholders who are parties to the 2002 Stockholders
Agreement, for which each of the parties, including Mr. Carneiro da
Cunha, has shared voting power to elect our Board of Directors. The
address for Mr. Carneiro da Cunha is Avenida Visconde de Albuquerque,
999 Leblon CEP: 22.450-001 Rio de Janeiro  RJ, Brazil. 8




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(4)
    
    Includes options to purchase 15,625 shares of Common Stock. Also
includes 1,062,500 shares of Common Stock owned by Big Burger Ltda., of
which Mr. Bomeny is a shareholder. Also includes 100,000 shares owned
by Big Burger Recife Ltda., of which Mr. Bomeny is a shareholder. Also
includes 2,805,976 shares of Common Stock beneficially owned by other
stockholders who are parties to the 2002 Stockholders Agreement, for
which each of the parties, including Mr. Bomeny, has shared voting
power to elect our Board of Directors. The address for Mr. Bomeny is
c/o Big Burger Ltda., Rua Lauro Muller, 116 sala 2005 Botafogo
CEP:22.290-906 Rio de Janeiro- RJ, Brazil.(5)
    
    Includes options to purchase 13,125 shares of Common Stock. The address
for Mr. Rose is 10/11 Dacre Street, London, SW1H ODJ, United Kingdom.(6)
    
    Represents options to purchase 8,750 shares of Common Stock. The
address for Mr. Pisano is Rua Barão de Ipanema, 146  Casa 2 Copacabana
CEP: 22.050-030 Rio de Janeiro  RJ, Brazil.(7)
    
    The address for Mr. Bomeny is Rua Gal Tasso Fragoso, 33 apto.301 Jardim
Botânico CEP: 22.470-170 Rio de Janeiro  RJ, Brazil.(8)
    
    The address for Mr. Bomeny is Rua Gal Tasso Fragoso, 33 apto. 101
Jardim Botânico CEP: 22.470-170 Rio de Janeiro  RJ, Brazil.(9)
    
    Includes 2,530,000 shares of Common Stock owned by CCC Empreendimentos
e Participações Ltda., of which Mr. Fonseca is a shareholder. Also
includes 1,692,851 shares of Common Stock owned by other stockholders
who are parties to the 2002 Stockholders Agreement, for which each of
the parties, including Mr. Fonseca, has shared voting power to elect
our Board of Directors. The address for Mr. Fonseca is Rua Ibere
Nazareth, 140 Barra da Tijuca CEP: 22.793-780 Rio de Janeiro  RJ,
Brazil.(10)
    
    The address for Mexford Resources is P.O. Box 3163  Chera Chambers, RD
Town, Tortola  British Virgin Islands. 9




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Number of Shares
    
    
    PercentName
    
    Beneficially Owned (1)
    
    
    of ClassPeter J. F. van Voorst Vader
    
    
    4,337,226
    (2)
    
    
    53.1
    %Omar Carneiro da Cunha
    
    
    4,265,351
    (3)
    
    
    52.2
    %José Ricardo Bousquet Bomeny
    
    
    4,247,226
    (4)
    
    
    52.0
    %Stephen J. Rose
    
    
    213,125
    (5)
    
    
    2.6
    %Guillermo Hector Pisano
    
    
    8,750
    (6)
    
    
    *Gustavo Figueiredo Bomeny
    
    
    258,750
    (7)
    
    
    3.2
    %Ricardo Figueiredo Bomeny
    
    
    250,000
    (8)
    
    
    3.1
    %Rômulo Borges Fonseca
    
    
    4,231,601
    (9)
    
    
    51.8
    %Mexford Resources
    
    
    810,000
    (10)
    
    
    9.9
    %All executive officers and directors as a group (8 persons)
    
    
    5,102,726
    
    
    
    62.4
    %
 
 *
    
    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. 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 May 1,
2006.(2)
    
    Includes options to purchase 105,625 shares of Common Stock. Also
includes 119,238 shares of Common Stock owned by Shampi Investments
A.E.C., L.G., whose address is Smith Boulevard, Punta Brabo, Oranjstad,
Aruba, of which Mr. van Voorst Vader is the sole stockholder. Includes
4,107,363 shares of Common Stock beneficially owned by other
stockholders who are parties to the 2002 Stockholders Agreement, for
which each of the parties, including Mr. van Voorst Vader, has shared
voting power to elect directors. The address for Mr. van Voorst Vader
is Rua Casuarina, 780 Humaitá CEP: 22.261-160 Rio de Janeiro  RJ,
Brazil.(3)
    
    Includes options to purchase 33,750 shares of Common Stock. Also
includes 119,113 shares of Common Stock owned by Seaview Ventures Group
Inc., whose address is The Creque Building, P.O. Box 116, Road Town,
Tortola, British Virgin Islands, of which Mr. Carneiro da Cunha is a
principal. Also includes 3,125 shares of Common Stock owned by Bond
Consultoria Empresarial S/C Ltda., of which Mr. Carneiro da Cunha is a
principal. Includes 4,103,113 shares of Common Stock beneficially owned
by other stockholders who are parties to the 2002 Stockholders
Agreement, for which each of the parties, including Mr. Carneiro da
Cunha, has shared voting power to elect our Board of Directors. The
address for Mr. Carneiro da Cunha is Avenida Visconde de Albuquerque,
999 Leblon CEP: 22.450-001 Rio de Janeiro  RJ, Brazil. 10




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(4)
    
    Includes options to purchase 15,625 shares of Common Stock. Also
includes 1,062,500 shares of Common Stock owned by Big Burger Ltda., of
which Mr. Bomeny is a shareholder. Also includes 100,000 shares owned
by Big Burger Recife Ltda., of which Mr. Bomeny is a shareholder. Also
includes 2,805,976 shares of Common Stock beneficially owned by other
stockholders who are parties to the 2002 Stockholders Agreement, for
which each of the parties, including Mr. Bomeny, has shared voting
power to elect our Board of Directors. The address for Mr. Bomeny is
c/o Big Burger Ltda., Rua Lauro Muller, 116 sala 2005 Botafogo
CEP:22.290-906 Rio de Janeiro- RJ, Brazil.(5)
    
    Includes options to purchase 13,125 shares of Common Stock. The address
for Mr. Rose is 10/11 Dacre Street, London, SW1H ODJ, United Kingdom.(6)
    
    Represents options to purchase 8,750 shares of Common Stock. The
address for Mr. Pisano is Rua Barão de Ipanema, 146  Casa 2 Copacabana
CEP: 22.050-030 Rio de Janeiro  RJ, Brazil.(7)
    
    The address for Mr. Bomeny is Rua Gal Tasso Fragoso, 33 apto.301 Jardim
Botânico CEP: 22.470-170 Rio de Janeiro  RJ, Brazil.(8)
    
    The address for Mr. Bomeny is Rua Gal Tasso Fragoso, 33 apto. 101
Jardim Botânico CEP: 22.470-170 Rio de Janeiro  RJ, Brazil.(9)
    
    Includes 2,530,000 shares of Common Stock owned by CCC Empreendimentos
e Participações Ltda., of which Mr. Fonseca is a shareholder. Also
includes 1,692,851 shares of Common Stock owned by other stockholders
who are parties to the 2002 Stockholders Agreement, for which each of
the parties, including Mr. Fonseca, has shared voting power to elect
our Board of Directors. The address for Mr. Fonseca is Rua Ibere
Nazareth, 140 Barra da Tijuca CEP: 22.793-780 Rio de Janeiro  RJ,
Brazil.(10)
    
    The address for Mexford Resources is P.O. Box 3163  Chera Chambers, RD
Town, Tortola  British Virgin Islands. 11




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Equity Compensation Plan Information
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
       12




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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Independent Certified Public Accountants Fees
  Audit Fees:
 Audit-Related Fees:
 Tax Fees:
 All Other Fees:
 Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services
  13




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SIGNATURES
  BRAZIL FAST FOOD CORP.By:
    /s/ Omar Carneiro da CunhaOmar Carneiro da CunhaChairman of the Board of Directors   Signature
    
    Title
    
    Date/s/ Omar Carneiro da Cunha

Omar Carneiro da Cunha
    
    Chairman of the Board of Directors
    
    May 1, 2006/s/ Ricardo Figueiredo Bomeny

Ricardo Figueiredo Bomeny
    
    Chief Executive Officer
    
    May 1, 2006/s/ Romulo Borges Fonseca

Romulo Borges Fonseca
    
    Director and Secretary
    
    May 1, 2006/s/ José Ricardo Bousquet Bomeny

José Ricardo Bousquet Bomeny
    
    Director
    
    May 1, 2006/s/ Stephen J. Rose

Stephen J. Rose
    
    Director
    
    May 1, 2006/s/ Guillermo Hector Pisano

Guillermo Hector Pisano
    
    Director
    
    May 1, 2006/s/ Gustavo Figueiredo Bomeny

Gustavo Figueiredo Bomeny
    
    Director
    
    May 1, 2006/s/ Peter J.F. van Voorst Vader

Peter J.F. van Voorst Vader
    
    Director
    
    May 1, 2006
 14




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EXHIBIT INDEX
 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.
 15