BRAZIL FAST FOOD CORP, S-3/A, 1997-06-03

BRAZIL FAST FOOD CORP
S-3/A, 1997-06-03
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1997

REGISTRATION NO. 333-17919

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

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<S> <C>
DELAWARE 13-3688737
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>

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PRAIA DO FLAMENGO
200-22o. ANDAR
CEP 22210-030
RIO DE JANEIRO, BRAZIL
55-21-556-0424
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

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PETER VAN VOORST VADER
CHIEF EXECUTIVE OFFICER
BRAZIL FAST FOOD CORP.
PRAIA DO FLAMENGO
200-22o. ANDAR
CEP 22210-030
RIO DE JANEIRO, BRAZIL
55-21-285-2424
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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COPIES OF ALL COMMUNICATIONS AND NOTICES TO:

IRA I. ROXLAND, ESQ.
Cooperman Levitt
Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
Tel: (212) 688-7000
Fax: (212) 755-2839

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At such
time after the effective date of this Registration Statement as the Selling
Stockholders shall determine.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

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CALCULATION OF ADDITIONAL REGISTRATION FEE

<TABLE>
<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED PER SHARE* PRICE* REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.0001
par value................................. 400,000 shs. $3.00 $1,200,000 $363.64
</TABLE>

* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c).
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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SUBJECT TO COMPLETION--PRELIMINARY PROSPECTUS DATED JUNE 3, 1997

PROSPECTUS

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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3,783,750 SHARES

BRAZIL FAST FOOD CORP.

COMMON STOCK
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This Prospectus relates to 3,162,500 shares of common stock, par value
$0.0001 per share (the "Common Stock"), of Brazil Fast Food Corp. (the
"Company"), which shares are being offered for sale by the persons named herein
under the caption "Selling Stockholders" (the "Selling Stockholders"). This
Prospectus also relates to 621,250 shares of Common Stock that may be offered
for sale by all but four of the Selling Stockholders subsequent to their
issuance upon future exercises of currently outstanding warrants owned by such
Selling Stockholders. The Company will not receive any of the proceeds from the
sale of shares by the Selling Stockholders. See "Selling Stockholders."

The Common Stock is quoted on The Nasdaq SmallCap Market (the "NASDAQ-SCM")
under the symbol "BOBS." On June , 1997, the last sale price of the Common
Stock as reported by the NASDAQ-SCM was $ per share.

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" COMMENCING ON P. 6 OF THIS PROSPECTUS.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------

The Selling Stockholders, or their pledgees, donees, transferees or other
successors, may sell the Common Stock in any of three ways: (i) through
broker-dealers; (ii) through agents or (iii) directly to one or more purchasers.
The distribution of the Common Stock may be effected from time to time in one or
more transactions (which may involve crosses or block transactions) (A) in the
over-the-counter market, or (B) in transactions otherwise than in the
over-the-counter market. Any of such transactions may be effected at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices. The Selling Stockholders
may effect such transactions by selling the Common Stock to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or
commissions from purchasers of the Common Stock for whom they may act as agent
(which discounts, concessions or commissions will not exceed those customary in
the types of transactions involved). The Selling Stockholders and any
broker-dealers or agents that participate in the distribution of the Common
Stock might be deemed to be underwriters, and any profit on the sale of the
Common Stock by them and any discounts, commissions or concessions received by
any such broker-dealers or agents might be deemed to be underwriting discounts
and commissions under the Securities Act of 1933, as amended (the "Securities
Act").

The Company has agreed to bear all expenses (other than selling discounts,
concessions and commissions) in connection with the registration and sale of the
Common Stock being offered by the Selling Stockholders. The Company has agreed
to indemnify the Selling Stockholders against certain liabilities, including
liabilities under the Securities Act.

The Common Stock being offered hereby by the Selling Stockholders has not
been registered for sale under the securities laws of any state or jurisdiction
as of the date of this Prospectus. Brokers or dealers effecting transactions in
the Common Stock should confirm the registration thereof under the securities
law of the state in which such transactions occur, or the existence of any
exemption from registration.

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THE DATE OF THIS PROSPECTUS IS JUNE , 1997

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AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In accordance therewith,
the Company files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Regional Offices of the
Commission at 7 World Trade Center, New York, New York 10048 and Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60621. Copies of such
material may be obtained from the Public Reference Section of the Commission at
prescribed rates by writing to the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, all reports filed by the Company via the
Commission's Electronic Data Gathering and Retrieval System (EDGAR) can be
obtained from the Commission's Internet website located at www.sec.gov.

The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the Common Stock offered hereby.
This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is made to the Registration Statement, copies of which can be obtained from the
Public Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, upon payment of the fees prescribed by the Commission.

TABLE OF CONTENTS

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The Company.......................................................................... 3
Risk Factors......................................................................... 6
Incorporation of Certain Documents by Reference...................................... 10
Selling Stockholders................................................................. 11
Legal Opinion........................................................................ 13
Experts.............................................................................. 13
Venbo Comercio de Alimentos Ltda.--Index to Financial Statements..................... F-1
Brazil Fast Food Corp. and Subsidiaries--Index to Financial Statements............... F-21
</TABLE>

No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained in this Prospectus or
incorporated by reference to this Prospectus, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. The delivery of this Prospectus at any time
does not imply that the information contained herein is correct as of any time
subsequent to its date.

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THE COMPANY

Unless otherwise specified, all references in this Prospectus 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. All amounts in Brazilian currencies which
existed prior to the adoption of the real as the Brazilian national currency on
July 1, 1994 have been restated in reais in this Prospectus. Unless otherwise
specified, all financial statements and other financial information either
presented herein or incorporated herein by reference are in accordance with
generally accepted accounting principles in the United States ("U.S. GAAP").

GENERAL

Brazil Fast Food Corp. (the "Company"), through its wholly-owned subsidiary,
Venbo Comercio de Alimentos Ltda. ("Venbo"), a Brazilian limited liability
company which conducts business under the tradename "Bob's", owns and, directly
and through franchisees, operates the second largest chain of hamburger fast
food restaurants in Brazil.

BUSINESS COMBINATION WITH "BLANK CHECK" COMPANY

The Company, formerly known as Trinity Americas Inc. ("Trinity"), was
incorporated in the State of Delaware in September 1992. The executive offices
of the Company are located at Praia do Flamengo, 200-220. Andar, CEP 22210-030,
Rio de Janeiro, Brazil; its telephone number is 55 21 556-0424.

Trinity was formed in September 1992 to serve as a vehicle to effect a
merger, exchange of capital stock, asset acquisition or other similar business
combination (a "Business Combination") with an operating business (an "Acquired
Business") located in Latin America, primarily in Argentina, Brazil, Chile or
Mexico (the "Target Countries").

ACQUISITION OF "BOB'S"

In February 1994, Trinity successfully consummated an initial public
offering of its equity securities (the "IPO") from which it derived net proceeds
of approximately $9,600,000. Of such proceeds, approximately $8,800,000 was
deposited in a trust account (the "Trust Account") pending the consummation of a
Business Combination, which occurred on March 19, 1996 as described below, at
which time such proceeds, including interest earned thereon (approximately
$9,900,000), were released to Trinity. The balance of such net proceeds, which
were not required to be deposited in the Trust Account, were used to pay
Trinity's IPO offering expenses, to pay Trinity's operating expenses subsequent
to the IPO, including expenses attendant to the evaluation of prospective
Acquired Businesses, and to partially defray professional fees and other
expenses incurred by Trinity in connection with the Acquisition (as hereinafter
defined).

On March 19, 1996 (the "Closing"), Trinity acquired all the outstanding
quotas (shares of capital stock) of Venbo from Bob's Industria e Comercio Ltda.
("BIEC") and Arnaldo Bisoni ("Bisoni") for $19,200,000 (the "Purchase Price"),
of which $16,700,000 was paid in cash at the Closing (inclusive of a $100,000
prepayment in October 1995), with the balance of $2,500,000 payable with
interest at the rate of 1- 1/8% per annum over LIBOR due 720 days from the
Closing, with payment to be assured by a guarantee of Banco Bradesco S.A. In
addition, Trinity acquired all of the trademarks relating to Venbo's business
from Vendex International N.V., an affiliate of both BIEC and Bisoni, for
$1,800,000 (the "Trademarks Purchase Price"), payable to BIEC with interest at
the rate of 6- 7/8% per annum in monthly installments equal to 4% of Venbo's net
sales for each immediately preceding month. Trinity's acquisition of the quotas
and trademarks is hereinafter referred to as the "Acquisition."

At the Closing, Trinity issued 1,046,422 shares of its Common Stock to
Shampi Investments A.E.C. ("Shampi) in exchange for the assignment by Shampi to
Trinity of Shampi's right to acquire the

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outstanding quotas of Venbo. These shares have been pledged as collateral
security for Trinity's payment of the Trademarks Purchase Price.

In order to raise sufficient cash to complete the Acquisition and to fund
Trinity's subsequent expansion strategy, Trinity sold 3,115,701 shares of its
Common Stock to new investors in a private transaction (the "Initial Private
Placement") at $3.20 per share, resulting in net proceeds to Trinity of
approximately $10,000,000. The participants in the Initial Private Placement
were domestic, European and Latin American financial institutions and private
investors, all of whom were "accredited" (as such term is defined in the
Securities Act of 1933, as amended (the "Securities Act"), and in the rules
promulgated thereunder).

Funding of the cash portion of the Purchase Price was derived from the
following sources: (i) approximately $9,900,000 from the funds held in the Trust
Account; (ii) $4,000,000 from a Brazilian subsidiary of Coca-Cola, which was
paid to the Company concurrently with the consummation of the Acquisition, in
consideration for Coca-Cola products being designated the exclusive soft drink
products for all of the Company's restaurants for a ten-year term and for the
Company's agreement to participate at its own expense in joint promotions and
marketing programs with Coca-Cola during such term; and (iii) $2,800,000 from
the net proceeds of the Initial Private Placement.

As a result of the Acquisition and the Initial Private Placement: (i) Venbo
became a wholly-owned subsidiary of the Company, (ii) Shampi and the investors
in the Initial Private Placement, collectively, acquired an approximately 58.4%
equity interest in the Company, (iii) designees of Shampi constituted three of
the five members of the Company's Board of Directors, and (iv) the Company's
name was changed to "Brazil Fast Food Corp."

RECENT DEVELOPMENTS

MR. THEO ACQUISITION

On June 10, 1996, the Company acquired all of the outstanding capital shares
(quotas) of, respectively, Bigburger Sao Paulo Lanchonetes Ltda. and Bigburger
Goiania Lanchonetes Ltda., each a Brazilian corporation (collectively, the "Mr.
Theo Companies"), from Rucker Holdings Corporation, a non-affiliated British
Virgin Islands corporation ("Rucker"), for (i) $250,000 (paid in Brazilian
reais) and (ii) 510,000 shares of the Company's Common Stock.

The Mr. Theo Companies owned and operated 8 "Mr. Theo" hamburger fast food
restaurants in Sao Paulo and Goiania, Brazil. All of these, including one outlet
purchased by a Company franchisee, have been rebranded and are now operating
under the Company's "Bob's" tradename.

BIGBURGER ACQUISITION

On July 24, 1996, the Company completed the acquisition of the hamburger
fast food restaurant assets of each of BigBurger Ltda. and five of its
affiliated Brazilian companies (collectively, "BigBurger") from a non-affiliated
person for 1,520,000 shares of the Company's Common Stock. Of the shares issued
to BigBurger Ltda., 228,000 shares have been pledged in favor of the Company as
collateral security for the transfer of the operating leases to be released and
an additional 228,000 shares have been pledged in favor of the Company as
collateral security for the truth and accuracy of the several representations
and warrants by BigBurger in the Acquisition Agreement.

BigBurger owned and operated 27 "BigBurger" hamburger fast food restaurant
outlets (inclusive of outlets operated by franchises) in nine Brazilian States.
All of these outlets have been rebranded and all but one are currently operating
under the Company's "Bob's" tradename. This remaining former "BigBurger" outlet
is temporarily closed pending a site relocation.

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The Mr. Theo and BigBurger acquisitions, together with the Company's direct
expansion efforts and franchising activities, have increased the number of
"Bob's" hamburger fast food retail outlets (including kiosks and moveable
trailers) to 126 as of March 31, 1997. Of these 126 outlets, 89 were owned by
the Company and the balance by franchisees.

PRIVATE PLACEMENTS

In order to fund the cost of an accelerated program for modernizing and
upgrading the appearance of its newly acquired and existing hamburger fast food
retail outlets, the Company in August 1996 raised approximately $4,850,000 in
net proceeds from the sale to new investors in a private transaction of 621,250
units at a price of $8.00 per unit, each unit consisting of two shares of common
stock and one common stock purchase warrant (the "Second Private Placement").
The participants in the Second Private Placement were domestic, European and
Latin American financial institutions and private investors, all of whom were
"accredited" (as such term is defined in the Securities Act and in the rules
promulgated thereunder).

During the first four months of 1997, the Company sold an aggregate of
400,000 shares of its Common Stock in unrelated transactions to two Brazilian
banks and one European institution, respectively (collectively, the "1997
Private Placements"), from which the Company derived net proceeds of $1,210,000.

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RISK FACTORS

An investment in the securities offered hereby involves certain risks.
Prospective investors should carefully consider the following factors, in
addition to the other information contained in this Prospectus, before making an
investment decision.

RISKS RELATING TO OPERATIONS

OPERATING LOSSES

For the three months ended March 31, 1997 and the year ended December 31,
1996, the Company incurred net losses of R$1,484,000 and R$5,153,000,
respectively. There can be no assurance that the Company's future operations
will be profitable.

COMPETITION

The restaurant industry, and particularly the fast food segment, is highly
competitive with respect to price, service, food quality (including taste,
freshness, healthfulness and nutritional value) and location. The Company and
its franchisees face competition from a broad range of other restaurants and
food service establishments. These competitors include international, national
and local fast food chains. The Company's most significant competitor is
McDonald's, whose restaurants offer food products similar to those offered by
Bob's restaurants, at comparable prices. Several international and local
competitors are also present in the Brazilian fast food market, including
Arby's, Subway, Pizza Hut and Kentucky Fried Chicken. A significant Brazilian
fast food competitor is Habbib's, which offers Middle Eastern food at its 72
stores. McDonald's, in particular, has vastly greater over-all financial and
other resources than the Company.

The fast food industry is characterized by the frequent introduction of new
products, accompanied by substantial promotional campaigns. In recent years,
numerous companies in the fast food industry have introduced products positioned
to capitalize on growing consumer preference for food products that are, or are
perceived to be, healthful, nutritious, low in calories and low in fat content.
It can be expected that the Company will be subject to increasing competition
from companies whose products or marketing strategies address these consumer
preferences. There can be no assurance that consumers will continue to regard
Bob's products as sufficiently distinguishable from competitive products, that
substantially equivalent products will not be introduced by the Company's other
competitors or that the Company will be able to compete successfully.

CERTAIN FACTORS AFFECTING THE FAST FOOD RESTAURANT INDUSTRY

In order to remain competitive, the Company is required to respond to
changing consumer preferences, tastes and eating habits, increases in food and
labor costs and national, regional and local economic conditions. Many companies
internationally have adopted "value pricing" strategies. Such strategies could
have the effect of drawing customers away from companies that do not engage in
discount pricing and could also negatively impact the operating margins of
competitors that do attempt to match competitors' price reductions. Continuing
or sustained price discounting in the fast food industry could have an adverse
effect on the Company. In addition, after investing resources in the training of
its employees, the Company faces pressure from competitors who may try to hire
such employees after they have been trained by the Company.

RISKS ATTENDANT TO FRANCHISE EXPANSION

The Company's growth strategy is substantially dependent upon its ability to
attract, retain and contract with qualified franchisees and the ability of these
franchisees to open and operate their restaurants successfully. In addition, the
Company's continued growth will depend in part on the ability of

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existing and future franchisees to obtain sufficient financing or investment
capital to meet their market development obligations. If the Company experiences
difficulty in contracting with qualified franchisees, if franchisees are unable
to meet their development obligations or if franchisees are unable to operate
their restaurants profitably, then the Company's future operating results could
be adversely affected.

GOVERNMENT REGULATION

The Company and its franchisees are subject to regulatory provisions
relating to the wholesomeness of food, sanitation, health, safety, fire, land
use and environmental standards. Suspension of certain licenses or approvals due
to failure to comply with applicable regulations or otherwise, could interrupt
the operations of the affected restaurant. The Company and its franchisees are
also subject to Brazilian federal labor codes establishing minimum wages and
regulating overtime and working conditions. Changes in such codes could result
in increased labor costs that could adversely impact future operating results. A
Brazilian federal franchising law, enacted in December 1994, requires a
franchisor to furnish a written offering statement to each perspective
franchisee prior to consummation of the sale of a franchise, containing (i) the
franchisor's background; (ii) the duties and responsibilities of each of the
franchisor and franchisee; (iii) all fees payable by the franchisee to the
franchisor; and (iv) information with respect to the operations and
profitability of prior franchisees of the franchisor. Such offering statement is
not required to be reviewed by, or filed with any governmental agency. The
franchise law also delineates the respective legal rights, primarily rights of
action, of the franchisor and franchisee. Should any further laws applicable to
franchise relationships and operations be enacted, the Company is unable to
predict their effect on its operations.

DEPENDENCE ON KEY PERSONNEL

Management believes that the Company's future success will depend in
significant part upon the continued service of certain key personnel
(principally Peter van Voorst Vader and Rogerio Carlos Lamin Braz, the Chief
Executive Officer and the President, respectively, of both the Company and
Venbo), and upon the Company's ability to attract and retain highly qualified
managerial personnel. Competition for such personnel is intense, and there can
be no assurance that the Company can retain its existing key managerial
personnel or that it can attract and retain such employees in the future. The
loss of key personnel or the inability to hire or retain qualified personnel in
the future could have a material adverse effect upon the Company's results of
operations. The Company has entered into three year employment agreements with
each of Messrs. van Voorst Vader and Braz.

RISKS RELATING TO BRAZIL

CHANGE OF ECONOMIC ENVIRONMENT

In March 1994 the Brazilian government commenced a new economic
stabilization plan, known as the "REAL Plan". Pursuant to the REAL Plan, the
government (a) implemented a tax and public spending reform program designed to
reduce public expenditures and to improve the collection of tax revenues, (b)
announced the continuation of a privatization program and (c) on July 1, 1994,
introduced a new currency, known as the REAL, to replace the CRUZEIRO REAL.

The REAL Plan has resulted in substantial reduction in Brazil's rate of
inflation, which has declined from 2,489.11% per annum in 1993 to 929.32% per
annum in 1994 to 22.5% per annum in 1995 to 9.2% per annum in 1996,
respectively.

Despite the success to date of the REAL Plan in reducing substantially
prevailing inflation levels in Brazil, there can be no assurance that this
economic program will be any more successful than previous programs in reducing
inflation over the long term. Accordingly, periods of substantial inflation may
in the future once again have significant adverse effects on the Brazilian
economy, on the value of the REAL and on the Company's financial condition,
results of operations and business prospects.

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CURRENCY FLUCTUATIONS

Fluctuations in the exchange rates between the Brazilian currency and the
U.S. Dollar will affect the Company's operations. Brazil has historically
experienced generally unpredictable currency devaluations for many years.
Although the exchange rate between the REAL and the U.S. Dollar has been
relatively stable since July 1994, compared to prior periods, the potential for
future devaluation or volatility continues to persist.

POLITICAL AND CONSTITUTIONAL UNCERTAINTY

The Brazilian political scene has been marked by high levels of uncertainty
since the country returned to civilian rule in 1985 after 20 years of military
government. The death of a President-elect and the impeachment of another
President, as well as frequent turnovers at and immediately below the cabinet
level, particularly in the economic area, have contributed to the absence of a
coherent and consistent policy to confront Brazil's economic problems. While the
free market and liberalization measures of recent years have enjoyed broad
political and public support, some important political factions remain opposed
to significant elements of the reform program, including, in particular, the
Workers' Party, headed by Mr. Luiz Inacio Lula da Silva, the runner-up in the
1989 Presidential elections and a candidate in the Presidential elections held
on October 3, 1994. Mr. Fernando Henrique Cardoso, the former Finance Minister,
was elected as the new President and took office on January 1, 1995 for a four
year term. Legislation to amend Brazil's constitution to permit Mr. Cardoso to
stand for re-election to a second four year term, recently introduced and passed
in the Lower House of Brazil's Bicameral Legislature, is currently pending in
the Upper House where passage, although generally expected, cannot be assured.
Mr. Cardoso is expected to continue to pursue the adoption of free market and
economic liberalization measures similar to those undertaken in recent years,
although there can be no assurance that such measures will be adopted or, if
adopted, that they will be successful.

CONTROLS ON FOREIGN INVESTMENTS

Brazil generally requires governmental approval for the repatriation of
capital and income by foreign investors. Although such approvals are usually
given, there can be no assurance that such approvals will be forthcoming in the
future. In addition, the government may impose temporary restrictions on foreign
capital remittances abroad, if there is a deterioration in the balance of
payments or for other reasons. The Company could be adversely affected by delays
in, or a refusal to grant, any required governmental approval for repatriation
of capital from Venbo. There can be no assurance that additional or different
restrictions or adverse policies applicable to Venbo will not be imposed in the
future, or as to the duration or impact of any such restrictions or policies.

ACCOUNTING REPORTING STANDARDS

Companies in Brazil are subject to accounting, auditing and financial
standards and requirements that differ, in some cases significantly, from those
applicable to companies in the United States. In particular, inflation
accounting rules may require for both tax and accounting purposes that certain
assets and liabilities be restated using an index established by the government
in order to express such items in terms of currency of constant purchasing
power. However, the official index for price level restatement varies from year
to year and may more accurately reflect actual inflation rates in one year than
in another year. Consequently, the financial statements of Venbo included in
this Prospectus, expressed in REAIS although prepared in accordance with U.S.
GAAP, may not accurately reflect all inflationary distortions in such financial
statements.

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RISKS RELATING TO THE COMPANY GENERALLY

IMPACT ON MARKET PRICE RESULTING FROM SUBSTANTIAL NUMBER OF SHARES ELIGIBLE
FOR FUTURE SALE

There are currently 1,115,000 shares of the Company's Common Stock that are
"restricted securities", as such term is defined in Rule 144, promulgated under
the Securities Act ("Rule 144"). Of such 1,115,000 shares, 225,556 shares are
beneficially owned by Lawrence Burstein, a director of the Company. Under Rule
144, a holder of restricted securities, after the completion of a one year
holding period (two years in the case of an affiliate of an issuer, such as Mr.
Burstein, may every three months, sell, in ordinary brokerage transactions or in
transactions directly with a market maker, an amount equal to the greater of one
percent of the issuer's outstanding common stock or the average weekly trading
volume during the four calendar weeks prior to the sale.

An additional 3,783,750 shares of the Company's Common Stock, being,
respectively, 1,520,000 shares issued to BigBurger, the 1,242,500 shares sold in
the Second Private Placement, the 621,250 shares issuable upon exercise of the
warrants sold in the Second Private Placement and the 400,000 shares sold in the
1997 Private Placements, pursuant to contractual obligations, have been included
in a registration statement under the Securities Act of which this Prospectus is
a part, and will become eligible for sale as of the date of this Prospectus.

In addition, there are also outstanding options and warrants to purchase
approximately 5,804,250 shares (inclusive of 510,000 shares issuable upon
exercise of warrants held by the underwriters of the IPO).

The sale of any of these shares could have an adverse effect on the future
market price of the Company's Common Stock.

INFLUENCE OF CERTAIN STOCKHOLDERS

Mr. Burstein, together with Barry L. Goldin, John Cattier and Barry W.
Ridings, each formerly an officer and/or Director of Trinity (collectively, The
"Affiliated Trinity Stockholders"), Shampi and BigBurger, collectively, own
approximately 29.52% of the currently outstanding shares of the Company's Common
Stock, and, as a consequence of such ownership and the voting agreement referred
to below, are able to influence the election of the Company's Board and thereby
influence or direct the policies of the Company. Following consummation of the
BigBurger Acquisition, the Affiliated Trinity Stockholders and Shampi entered
into a voting agreement with BigBurger. Subject to certain exceptions, the
voting agreement provides that there shall be not less than six directors of the
Company and Shampi shall have the right to designate three of such directors,
the Affiliated Trinity Stockholders shall have the right to designate two of
such directors and BigBurger shall have the right to designate one of such
directors. All parties to the voting agreement agreed to vote all of their
shares of the Company's Common Stock in favor of the nominees for director
designated in accordance with the foregoing provisions. The current directors of
the Company have been elected or appointed in accordance with the provisions of
a voting agreement superseded by this voting agreement. The Company is not aware
of any agreements, understandings or other arrangements that may have been
entered into among the several participants in any of the Initial Private
Placement, the Second Private Placement or the 1997 Private Placements with
respect to their representation upon the Company's Board or to otherwise seek to
influence the current or future conduct of the Company's affairs.

NO DIVIDENDS

The Company has never paid cash dividends on its Common Stock, and the
Company does not anticipate paying cash dividends in the foreseeable future. The
Company intends to reinvest any funds that might otherwise be available for the
payment of dividends in further development of its business.

9
<PAGE>
POSSIBLE VOLATILITY OF STOCK PRICE

The fast food market is highly competitive. Announcements by competitors of
their commencement or intention to commence operations or to open additional
stores in Brazil could cause the market price of the Company's Common Stock to
fluctuate substantially. Broad market fluctuations, earnings and other
announcements of other companies, general economic conditions or other matters
unrelated to the Company and outside its control also could affect the market
price of the Company's Common Stock.

POTENTIAL EFFECTS OF "PENNY STOCK" RULES

The market price of the Company's Common Stock as of the date of its
Prospectus is less than $5.00 per share. If at a future date the Common Stock
was to be delisted from trading on the NASDAQ-SCM, trading in the Common Stock
might also be subject to the requirements of certain rules promulgated under the
Exchange Act, which require additional disclosure by broker-dealers in
connection with any trades involving a stock defined as a "penny stock"
(generally, any equity security not quoted on the NASDAQ-SCM with a price of
less than $5.00). Such rules require the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and the
risks associated therewith, and impose various sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors (generally institutions). For these types of
transactions, the broker-dealer must make a special suitability determination
for the purchaser and must have received the purchaser's written consent to the
transaction prior to sale. The additional burdens imposed upon broker-dealers by
such requirements may discourage them from effecting transactions in the Common
Stock, which could severely limit the liquidity of the Common Stock and the
ability of purchasers in this offering to sell the Common Stock in the secondary
market.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Incorporated herein by reference are the following documents filed by the
Company with the Commission (File No. 0-23278) under the Exchange Act:

(a) The Company's Annual Report on Form 10-K for its fiscal year ended
December 31, 1996 ("the 1996 10-K Report");

(b) The Company's Quarterly Report on Form 10-Q for the three months ended
March 31, 1997, as amended; and

(j) The Company's Registration Statement on Form 8-A for a description of
the Common Stock.

All documents filed by the Company with the Commission pursuant to Sections
13, 14 and 15(d) of the Exchange Act subsequent hereto, but prior to the
termination of this offering, shall be deemed to be incorporated herein by
reference and to be a part hereof from their respective dates of filing.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents referred to above which have been
incorporated into this Prospectus by reference (other than the exhibits to such
documents). Requests or such copies should be directed to Marcos Bastos Rocha,
Chief Financial Officer, Brazil Fast Food Corp., Praia do Flamengo, 200-22o.
Andar, CEP 22210-030, Rio de Janeiro, Brazil; telephone number 55 21 556-0424.

10
<PAGE>
SELLING STOCKHOLDERS

The following table sets forth certain information with respect to the
Selling Stockholders. BigBurger Ltda. acquired its shares in exchange for the
sale of all of its assets and those of five of its affiliated companies
(collectively "BigBurger") to the Company. The remaining persons and financial
institutions named below acquired their shares in either the Second Private
Placement (exclusive of shares issuable upon exercise of warrants acquired in
the Second Private Placement which are included in the table set forth below) or
the 1997 Private Placements. These shares were acquired by the Selling
Stockholders absent registration under the Securities Act, in each instance by
reason of the exemption from such registration afforded by the provisions of
Section 4(2) thereof and Regulation D promulgated thereunder. The Company will
receive no proceeds from the sale of the Shares by the Selling Stockholders.

<TABLE>
<CAPTION>
BENEFICIAL
OWNERSHIP OWNERSHIP OF PERCENTAGE
OWNERSHIP OF SHARES NUMBER OF SHARES SHARES OF COMMON OF COMMON
NAME OF SELLING OF COMMON STOCK AT OF COMMON STOCK STOCK AFTER THE STOCK AFTER
STOCKHOLDER MAY 31, 1997 (1) OFFERED FOR SALE OFFERING(1) THE OFFERING(2)
- -------------------------------------- ------------------- ----------------- ----------------- -------------------
<S> <C> <C> <C> <C>
BigBurger Ltda.(3).................... 1,520,000 1,520,000 -- --
Jay Haft.............................. 18,000 10,500 -- --
Daniel Brecher IRA/RO................. 12,500 6,750 -- --
Norman Leben.......................... 3,000 3,000 -- --
Steven Millner........................ 9,000 9,000 -- --
Harris S. Jaffe....................... 6,500 3,000 -- --
Aljosja Van Dorssen................... 8,500 4,500 -- --
Willem Sijthoff....................... 61,300 37,500 -- --
Daniel Brecher, Esq.
Retirement Plan....................... 8,250 8,250 -- --
KTB Enterprises Ltd................... 15,000 15,000 -- --
Casita Linda Corp..................... 10,500 10,500 -- --
Gilbert Fiorentino.................... 18,000 18,000 -- --
Barry Ridings(4)...................... 22,989 9,000 13,989 --
Murdock & Co.......................... 30,000 30,000 -- --
Pictet & Cie.......................... 306,250 206,250 100,000 --
Saint Honore Marches Emergents........ 112,500 75,000 37,500 --
Regemonde............................. 75,000 75,000 -- --
Garage Chapusot B.V................... 11,250 11,250 -- --
Antonio LMM Buschman.................. 13,100 7,500 5,600 --
V.G. Moolenaar........................ 14,500 7,500 7,000 --
Farm Frites Beheer B.V................ 93,750 93,750 -- --
Delaware Charter Guarantee &
Trust, Trustee FBO Anthony G.
Polak IRA........................... 7,500 7,500 -- --
J.J.M. van der Does Willebois......... 4,500 4,500 -- --
J. Tober.............................. 15,000 15,000 -- --
Richard Kress & Cheryl Kress JTWROS... 30,000 15,000 15,000 --
Richard Braver IRA Delaware Charter
Trustee............................. 15,000 15,000 -- --
Bond Consultoria Empresarial
S/C Ltda.(5)........................ 18,750 18,750 -- --
James & Jane Tharington............... 4,500 4,500 -- --
Combermere Corporation................ 4,500 4,500 -- --
James Thomas, Sr. MD.................. 7,500 7,500 -- --
</TABLE>

11
<PAGE>

<TABLE>
<CAPTION>
BENEFICIAL
OWNERSHIP OWNERSHIP OF PERCENTAGE
OWNERSHIP OF SHARES NUMBER OF SHARES SHARES OF COMMON OF COMMON
NAME OF SELLING OF COMMON STOCK AT OF COMMON STOCK STOCK AFTER THE STOCK AFTER
STOCKHOLDER MAY 31, 1997 (1) OFFERED FOR SALE OFFERING(1) THE OFFERING(2)
- -------------------------------------- ------------------- ----------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Robert E. Pumphrey MD................. 7,500 7,500 -- --
Beale H. Ong MD....................... 1,500 1,500 -- --
Kinston Pathology..................... 3,000 3,000 -- --
Domenic Pellillo...................... 1,500 1,500 -- --
James V. Lyons MD..................... 6,000 6,000 -- --
J. Roddy Swaim........................ 15,000 15,000 -- --
Bernabe Palomares MD.................. 6,000 6,000 -- --
Elba Palomares MD..................... 6,000 6,000 -- --
Gerard Romain MD...................... 3,000 3,000 -- --
Southern Medical Assoc................ 6,000 6,000 -- --
Felice Joy Ahrens..................... 1,500 1,500 -- --
Robert Keith Ahrens MD................ 1,500 1,500 -- --
David Palomares....................... 1,500 1,500 -- --
Melanie Palomares..................... 1,500 1,500 -- --
Jennifer Palomares.................... 1,500 1,500 -- --
Leonard Glassman MD................... 1,500 1,500 -- --
Eugene Wood MD........................ 3,000 3,000 -- --
Robert Gay MD......................... 3,000 3,000 -- --
Nancy A. Prescott..................... 3,000 3,000 -- --
L. Harrison Pillsbury MD.............. 3,000 3,000 -- --
Parsons & Ouverson.................... 4,500 4,500 -- --
Bulldog Capital Partners.............. 60,000 60,000 -- --
Bulldog Offshore Fund................. 6,000 6,000 -- --
The Brazilian Equity Fund Inc......... 750,000 750,000 -- --
Banco Modal........................... 200,000 200,000 -- --
Icatu Bank Cayman Co.................. 200,000 100,000 100,000 --
Rovell Investments Ltd................ 100,000 100,000 -- --
</TABLE>

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

(1) Includes shares of Common Stock issuable upon exercise of currently
outstanding options.

(2) Unless otherwise indicated below, denotes beneficial ownership of less than
1% of outstanding Common Stock after the Offering.

(3) BigBurger Ltda. is a an affiliate of Jose Ricardo Bousquet Bomeny, a
director of the Company.

(4) Mr. Ridings was a director of the Company until the consummation of the
Acquisition.

(5) Bond Consultoria Empresarial S/C LTDA. is an affiliate of Peter Van Voorst
Vader and of Omar Carneiro da Cunha, each a director of the Company.

12
<PAGE>
commissions will not exceed those customary in the types of transactions
involved). The Selling Stockholders and any broker-dealers or agents that
participate in the distribution of the Common Stock might be deemed to be
underwriters, and any profit on the sale of the Common Stock by them and any
discounts, commissions or concessions received by any such broker-dealers or
agents might be deemed to be underwriting discounts and commissions under the
Securities Act.

LEGAL OPINION

The legality of the Common Stock offered hereby will be passed upon for the
Company by Cooperman Levitt Winikoff Lester & Newman, P.C., 800 Third Avenue,
New York, New York 10022. Members of such Firm beneficially own shares of the
Company's Common Stock, as well as certain of its Class A and Class B Redeemable
Common Stock Purchase Warrants (aggregating less than 1% of any thereof).

EXPERTS

The financial statements of the Company and subsidiaries as of December 31,
1996 and for the year then ended and the financial statements of the Company
(formerly Trinity) as of August 31, 1995 and 1994, and for the years ended
August 31, 1995 and 1994, included or incorporated by reference in this
Prospectus from the 1996 10-K Report have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, which are included or incorporated herein by reference and have been so
included or incorporated in reliance upon the authority of said firm as experts
in giving said reports.

The financial statements of Venbo as of December 31, 1995 and December 31,
1994 and for each of the years in the three year period ended December 31, 1995
included or incorporated by reference in this Prospectus have been audited by
KPMG Peat Marwick, independent public accountants, as indicated in their report
with respect thereto, are included or incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing.
The report of KPMG Peat Marwick covering the aforementioned financial statements
contain an explanatory paragraph which cites Venbo's dependence on past and
continuing financial support of its then sole shareholder.

13
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Report of Independent Public Accountants.......................................... F-2

Balance Sheets - December 31, 1995 and 1994....................................... F-3

Statements of Operations - For the Years Ended December 31, 1995, 1994 and 1993... F-4

Statements of Cash Flows - For the Years Ended December 31, 1995, 1994 and 1993... F-5

Statement of Changes in Shareholders' Equity - For the Years Ended December 31,
1995, 1994 and 1993............................................................. F-6

Notes to the Financial Statements................................................. F-7 to F-20
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Directors and Shareholders of
Venbo Comercio de Alimentos Ltda.

We have audited the accompanying balance sheets of Venbo Comercio de
Alimentos Ltda. as of December 31, 1995 and December 31, 1994, and the related
statements of operations, cash flows and changes in shareholders' equity of
Venbo Comercio de Alimentos Ltda. for each of the years in the three year period
ended December 31, 1995. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

As described in Note 10, the Company is dependent upon additional financial
support from its shareholder. The Company has obtained assurance that it will
continue to receive financial support, if necessary, from its shareholder.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Venbo Comercio de Alimentos
Ltda. at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the years in the three year period ended December 31,
1995 in conformity with generally accepted accounting principles in the United
States of America.

As described in Note 3, the accompanying financial statements expressed in
Brazilian reais have been fully indexed using appropriate indices to recognize
the effects of changes in purchasing power of the Brazilian currency which
conforms with generally accepted accounting principles in the United States of
America.

Sao Paulo, Brazil /s/ KPMG Peat Marwick
March 12, 1996, except for
note 20 which is as of March 26, 1996 and the
second paragraph of note 3a, the first and fourth paragraph
of note 3b and note 3d which are as of May 8, 1997

F-2
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

BALANCE SHEETS

DECEMBER 31, 1995 AND 1994

(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996 AND
THOUSANDS OF US DOLLARS-- US$)

<TABLE>
<CAPTION>
DECEMBER 31
---------------------------------
<S> <C> <C> <C> <C>
1995 1995 1994
ASSETS NOTE US$ R$ R$
- -------------------------------------------------------------------- ----------- ----------- --------- ---------

<CAPTION>
(NOTE 3D)
<S> <C> <C> <C> <C>
Current:
Cash and cash equivalents......................................... 4 1,048 1,113 903
Customer accounts receivable, net................................. 5 1,338 1,421 1,221
Inventories....................................................... 1,476 1,567 578
Due from parent................................................... 16 -- -- 404
Other assets...................................................... 275 292 164
----------- --------- ---------
Total current assets................................................ 4,137 4,393 3,270
----------- --------- ---------
Property and equipment, net......................................... 6 8,356 8,874 9,780
----------- --------- ---------
Other assets:
Deferred charges, net............................................. 7 1,054 1,119 1,057
Financial investments............................................. 8 21,002 22,304 22,237
----------- --------- ---------
22,056 23,423 23,294
----------- --------- ---------
34,549 36,690 36,344
----------- --------- ---------
----------- --------- ---------
<CAPTION>
LIABILITIES
- --------------------------------------------------------------------
<S> <C> <C> <C> <C>
Current:
Accounts payable and accrued liabilities.......................... 3,195 3,392 685
Due to parent..................................................... 16 8,539 9,067 --
Due to other related parties...................................... 16 1,987 2,110 2,557
Payroll and related accruals...................................... 1,605 1,705 1,213
Taxes other than income taxes..................................... 372 395 594
Other liabilities................................................. 9 3,057 3,247 2,478
----------- --------- ---------
Total current liabilities........................................... 18,755 19,916 7,527
----------- --------- ---------
Loans and financing................................................. 10 39,095 41,518 44,229
----------- --------- ---------
Shareholders' equity:............................................... 11
Monetarily corrected share capital................................ 4,277 4,542 4,542
Accumulated deficit............................................... (27,578) (29,286) (19,954)
----------- --------- ---------
Total shareholders' equity (deficit)................................ (23,301) (24,744) (15,412)
----------- --------- ---------
34,549 36,690 36,344
----------- --------- ---------
----------- --------- ---------
Commitments and contingencies..................................... 17, 18, 19
</TABLE>

See the accompanying notes to the financial statements.

F-3
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996
AND THOUSANDS OF U.S. DOLLARS--US$)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------------------------
1995 1995 1994 1993
NOTE US$ R$ R$ R$
----- ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
(NOTE 3D)
Net operating revenues:
Restaurant sales............................................. 62,901 66,799 52,804 43,007
Franchise income............................................. 652 692 483 698
Other income................................................. 417 443 386 620
----------- --------- --------- ---------
Total net operating revenues..................................... 63,970 67,934 53,673 44,325
----------- --------- --------- ---------

Costs and expenses:
Cost of restaurant sales..................................... 23,837 25,314 18,813 17,760
Restaurant payroll and other employee benefits............... 12,302 13,065 11,574 13,033
Restaurant occupancy and other expenses...................... 5,578 5,924 5,009 3,734
Depreciation and amortization................................ 2,794 2,967 3,374 3,802
Other operating expenses..................................... 11,829 12,562 7,713 5,136
Selling expenses............................................. 3,254 3,456 4,328 3,064
General and administrative expenses.......................... 10,939 11,616 10,679 6,728
Restructuring expenses....................................... 14 251 266 3,058 --
----------- --------- --------- ---------
Total costs and expenses......................................... 70,784 75,170 64,548 53,257
----------- --------- --------- ---------

Loss from operations............................................. (6,814) (7,236) (10,875) (8,932)

Interest income.............................................. 1,558 1,654 2,480 1,826
Interest expense............................................. (4,809) (5,107) (5,369) (5,137)
Exchange gain/(loss)......................................... 1,277 1,357 9,372 (1,714)
----------- --------- --------- ---------
Net loss......................................................... (8,788) (9,332) (4,392) (13,957)
----------- --------- --------- ---------
----------- --------- --------- ---------
</TABLE>

See the accompanying notes to the financial statements.

F-4
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996

AND THOUSANDS OF U.S. DOLLARS--US$)

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31
----------------------------------------------
<S> <C> <C> <C> <C>
1995 1995 1994 1993
US$ R$ R$ R$
------------- --------- --------- ---------

<CAPTION>
(Note 3d)
<S> <C> <C> <C> <C>
CASH PROVIDED BY OPERATIONS:
Net loss............................................................ (8,788) (9,332) (4,392) (13,957)
Adjustments to reconcile net loss to cash provided by (used in)
operating activities:
Depreciation and amortization................................... 2,794 2,968 3,375 3,804
(Increase)/decrease in customer accounts receivable, net........ (188) (200) (1,062) 417
(Increase)/decrease in inventories.............................. (932) (989) (421) 229
(Increase)/decrease in other current assets..................... (120) (128) 142 (56)
Increase in deferred charges.................................... (276) (293) (55) (703)
Increase/(decrease) in accounts payable and accrued expenses.... 2,550 2,707 362 41
Increase/(decrease) in payroll and related accruals............. 463 492 (430) (488)
Increase/(decrease) in taxes other than income taxes............ (187) (199) 217 (230)
Increase/(decrease) in other liabilities........................ 724 769 (2,954) 1,089
------ --------- --------- ---------
Cash flows provided by (used in) operating activities................. (3,960) (4,205) (5,218) (9,854)
------ --------- --------- ---------
CASH FLOW FROM INVESTING ACTIVITIES:
Additions to property and equipment................................. (2,080) (2,209) (2,400) (1,166)
Asset disposals..................................................... 357 379 1,045 1,841
Decrease in other investments....................................... -- -- 52 --
(Increase)/decrease in financial investments........................ (64) (68) 7,087 (29,324)
------ --------- --------- ---------
Cash flows provided by (used in) investing activities................. (1,787) (1,898) 5,784 (28,649)
------ --------- --------- ---------
CASH FLOW FROM FINANCING ACTIVITIES:
Distribution of net assets.......................................... -- -- (4,702) --
Increase/(decrease) in bank loans................................... -- -- (5,920) 2,704
Increase/(decrease) in amounts due to group companies, net.......... 8,498 9,024 28,737 (26,584)
Increase/(decrease) in other non-current liabilities................ (2,553) (2,711) (18,092) 62,322
------ --------- --------- ---------
Cash flows provided by (used in) financing activities................. 5,945 6,313 23 38,442
------ --------- --------- ---------
Increase/(decrease) in cash and cash equivalents...................... 198 210 589 (61)
Cash and cash equivalents at beginning of year........................ 850 903 314 375
------ --------- --------- ---------
Cash and cash equivalents at end of year.............................. 1,048 1,113 903 314
------ --------- --------- ---------
------ --------- --------- ---------
</TABLE>

See the accompanying notes to the financial statements.

F-5
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996)

<TABLE>
<CAPTION>
MONETARILY
CORRECTED
SHARE ACCUMULATED
CAPITAL DEFICIT TOTAL
------------ ------------ ---------
<S> <C> <C> <C>

Balances at December 31, 1992.............................................. 44,076 (36,437) 7,639

Net loss for the year...................................................... -- (13,957) (13,957)
------------ ------------ ---------

Balances at December 31, 1993.............................................. 44,076 (50,394) (6,318)

Other movements (Note 11).................................................. (39,534) 34,832 (4,702)

Net loss for the year...................................................... -- (4,392) (4,392)
------------ ------------ ---------

Balances at December 31, 1994.............................................. 4,542 (19,954) (15,412)

Net loss for the year...................................................... -- (9,332) (9,332)
------------ ------------ ---------

Balances at December 31, 1995.............................................. 4,542 (29,286) (24,744)
------------ ------------ ---------
------------ ------------ ---------
</TABLE>

See the accompanying notes to the financial statements.

F-6
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996)

1--OPERATIONS

Venbo Comercio de Alimentos Ltda. ("Venbo" or "the Company"), a subsidiary
of Bob's Industria e Comercio Ltda. ("Bob's") with headquarters in Rio de
Janeiro, Brazil, was incorporated on April 30, 1993 to operate fast food outlets
in conjunction with its holding company Bob's.

There are a total of 70 Bob's restaurants in Brazil, 50 of which are
operated by Venbo and 20 by Venbo's franchisees. In addition, Venbo has 4
permanent kiosks and 4 trailers which are used at different locations for
special events. Of the 78 units currently in operation (including the kiosks and
trailers), 46 are located in the State of Rio de Janeiro, 22 are in the State of
Sao Paulo and the balance in the capital cities of the other States of Brazil.
Nine of the Venbo operated outlets occupy Venbo owned real estate.

2--FINANCIAL STATEMENT PRESENTATION

The Company's predecessor was established in 1952 by Bob Falkenburg when he
opened his first ("Bob's") store on Copacabana Beach selling hamburgers,
hot-dogs, milkshakes and french fries. Mr. Falkenburg sold his interest in 1974
to Libby McNeil E. Libby USA ("Libby"). Under Libby ownership, a manufacturing
operation was established for the purpose of supplying food products to Bob's as
well as other users in the Rio de Janeiro and Sao Paulo areas. In 1982, Libby
sold its interest in Bob's to Nestle who operated the business until 1987, when
it sold its interest in Bob's operations to Bob's, the current shareholder of
Venbo. In April 1993, Bob's formed two wholly-owned subsidiaries, Venbo and
Venbis Comercio e Industria de Alimentos Ltda. ("Venbis") and simultaneously
transferred all of the fixed assets relating to the store operations to Venbo
and all of the fixed assets relating to the manufacturing operation to Venbis,
respectively. In May 1994, Bob's transferred all of the store operations to
Venbo and all of the factory operations to Venbis.

Finally, in October 1995, Bob's entered into a Heads of Agreement to sell
all of the Quotas (capital shares) of Venbo to Trinity Americas Inc. for total
consideration of approximately US$ 21,000,000 subject to the timely resolution
of certain outstanding matters and the outcome of certain investigations by the
potential buyer.

As part of this agreement, on or before the closing date, Venbo's rights and
obligations to the floating rate notes and zero coupon bonds, as described in
Notes 8 and 10, will be vested in the current shareholder or a company
affiliated to the current shareholder. In addition, the intercompany
indebtedness of Venbo will be converted into quotas (shares) of Venbo to be
issued to the current shareholder and to be transferred to the potential buyer.

F-7
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996)

2--FINANCIAL STATEMENT PRESENTATION (CONTINUED)

In order that a meaningful presentation of predecessor financial information
is made for the purposes hereof, the following financial statements are included
herein:

<TABLE>
<S> <C>
Statement of operations for the year ended Statements of operations of Bob's (store
December 31, 1993 operations only) and Venbo on a consolidated
basis

Statement of operations for the period from Statements of operations of Bob's (store
January 1, 1994 to May 31, 1994 operations only) and Venbo on a consolidated
basis

Balance sheet at December 31, 1994 and Balance sheet and Statement of operations of
Statement of operations for the period from Venbo
June 1, 1994 to December 31, 1994

Balance sheet at December 31, 1995 and Balance sheet and Statement of operations of
Statement of operations for the year ended Venbo
December 31, 1995
</TABLE>

In order that a meaningful analysis of 1994 financial position and results
of operations can be made, the results of operations for the period from January
1, 1994 to May 31, 1994 and June 1, 1994 to December 31, 1994 have been combined
and all intercompany transactions have been eliminated.

3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") These financial
statements have been prepared in accordance with GAAP in the United States. Such
accounting principles differ in certain respects from Brazilian GAAP, which is
applied by the Company for annual financial statement preparation. In addition,
certain reclassifications and changes in terminology have been made to financial
statements previously issued in order that the present financial statements
conform with reporting practices prevailing in the United States.

All amounts in Brazilian currency, that existed prior to the adoption of the
real, have been restated in constant Brazilian reais of December 31, 1996
purchasing power.

B. CONSTANT CURRENCY RESTATEMENT The accompanying financial statements have
been indexed and expressed in currency of constant purchasing power of December
31, 1996 by using the monthly average values of the fiscal reference unit
Unidade Fiscal de Referencia ("UFIR") through December 31, 1995 and the IGP-M
index for the period January 1, 1996 through December 31, 1996, depending on the
nature of the account.

F-8
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996)

3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The value of the UFIR in Brazilian reais at December 31 of each of the years
1992, 1993, 1994 and 1995, and the periodic inflation as measured by the UFIR
were as follows:

<TABLE>
<CAPTION>
VALUE OF INFLATION
1.0 FOR
UFIR UNITS THE PERIOD
YEAR OF ONE REAL %
- ----------------------------------------------------------------------- ----------- -----------
<S> <C> <C>
1992................................................................... 0.0026691 1,129.4
1993................................................................... 0.0673164 2,422.1
1994................................................................... 0.6767000 905.3
1995................................................................... 0.8287000 22.5
</TABLE>

For the periods through 1995, the UFIR has been the officially prescribed
index required to be used under Brazilian GAAP, and Venbo believes it is an
appropriate index of general price level inflation to be used under US GAAP.

For the year 1996 the IGP-M index has been adopted as the proper index to
measure inflation. The inflation as measured by the IGP-M for 1996 is 9.2%.

Items in the income statement are adjusted to the balance sheet date by:

- Allocating inflationary holding gains or losses on interest bearing
monetary assets and liabilities to their corresponding interest income and
expense captions;

- Allocating inflationary holding gains and losses from other monetary items
to their corresponding income and expense captions.

The allocation of the inflationary gains and losses to their respective
income statement captions is shown in Note 12.

C. FOREIGN CURRENCY Transactions in foreign currency are recorded at the
prevailing exchange rate at the time of the related transactions. Assets and
liabilities denominated in foreign currencies are translated into Brazilian
reais at exchange rates reported by the Central Bank of Brazil at each balance
sheet date. The related transaction gains and losses are recognized in the
statement of operations as they occur.

D. TRANSLATION OF CONSTANT BRAZILIAN REAL AMOUNTS INTO U.S. DOLLAR
AMOUNTS The translation of Brazilian real amounts into U.S. dollar amounts is
unaudited and included solely for the convenience of readers outside of Brazil
and has been performed at the closing selling exchange rate published by the
Central Bank of Brazil of R$ 0.9725 to U.S. dollar 1.00 for December 31, 1995,
based on non-restated Brazilian real amounts. This translation should not be
construed as a representation that the Brazilian real amounts could be converted
to U.S. dollars at this or any other rate.

E. INVENTORIES Inventories, consisting mainly of food, beverages and
supplies, are stated at the lower of indexed cost or replacement value. Cost of
inventories is determined principally on the average cost basis.

F. FINANCIAL INVESTMENTS In May 1993, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No.115, "Accounting for
Certain Investments in Debt and Equity Securities". This Statement requires the
classification of debt and equity securities based on whether the

F-9
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996)

3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

securities that will be held to maturity, are considered trading securities or
are available for sale. Classification within these categories may require the
securities, to be reported at their fair market value with unrealized gains and
losses included either in current earnings or reported as a separate component
of shareholders' equity, depending on the ultimate classification. The Company
adopted the provisions of this Statement effective January 1, 1994, which had no
impact on the Company's financial statements.

G. PROPERTY AND EQUIPMENT Property and equipment is stated at price-level
adjusted cost, less price-level adjusted accumulated depreciation. Depreciation
on property and equipment is provided using the straight-line method on the
estimated useful lives of the related assets.

Annual depreciation rates are as follows:

<TABLE>
<S> <C>
Buildings and building improvements.......... 4%
Leasehold improvements....................... Term of the related rent contract or 10% for
owned buildings
Machinery and equipment...................... 10%
Furniture and fixtures....................... 10%
Vehicles..................................... 20%
</TABLE>

Contract terms for the rented buildings, in general, range between 5 to 10
years.

Repairs and maintenance are charged to operations as incurred. When assets
are sold, retired, or otherwise disposed of, the applicable costs and
accumulated depreciation are removed from the accounts and the resulting gain or
loss is recognized.

H. DEFERRED CHARGES Deferred charges, which relate to leasehold premiums
paid in advance for rented outlet premises, are stated at price-level adjusted
cost, less price-level adjusted accumulated amortization.

The amortization period is the term of the related rental contract, which,
in general, ranges between 5 and 10 years.

I. PREOPENING COSTS Labor costs and the costs of hiring and training
personnel and certain other costs relating to the opening of new restaurants are
expensed as incurred.

J. REVENUE RECOGNITION Revenues, whether these consist of sales to final
consumers or other income, are recognized when earned.

K. FRANCHISE FEE REVENUE Initial franchise fee revenue is recognized when
all material services and conditions relating to the franchise have been
substantially performed or satisfied, which normally occurs when the restaurant
is opened. Annual franchise fees based on a percentage of the sales of the
franchisee are recognized when earned.

L. INTEREST INCOME AND EXPENSE Interest income represents interest earned
after adjusting for the effects of inflation as measured by the variation in the
UFIR index.

Interest expense represents interest incurred after adjusting for the
effects of inflation as measured by the variation in the UFIR index.

F-10
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996)

3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

M. INCOME TAX Deferred taxes are provided on the liability method on a full
provision basis in accordance with Statement of Financial Accounting Standards
No. 109.

N. SEGMENT INFORMATION Venbo operates primarily in the sale of fast food to
final consumers. All of Venbo's sales are made within Brazil.

O. USE OF ESTIMATES The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

4--CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1995 1994
--------------- -----------------
<S> <C> <C>
Cash............................................................. 303 210
Bank accounts.................................................... 810 693
----- ---
1,113 903
----- ---
----- ---
</TABLE>

5--CUSTOMER ACCOUNTS RECEIVABLE, NET

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1995 1994
--------------- ---------------
<S> <C> <C>
Gross receivables................................................ 1,625 1,239
Provision for doubtful accounts.................................. (204) (18)
----- -----
1,421 1,221
----- -----
----- -----
</TABLE>

F-11
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996)

6--PROPERTY AND EQUIPMENT, NET

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1995 1994
------------ ------------
<S> <C> <C>
Land............................................................. 319 319
Buildings and building improvements.............................. 2,833 2,815
Leasehold improvements........................................... 13,980 12,942
Machinery and equipment.......................................... 13,459 13,975
Furniture and fixtures........................................... 4,338 4,603
Vehicles......................................................... 658 606
------------ ------------
35,587 35,260
Less accumulated depreciation and amortization................... (26,713) (25,480)
------------ ------------
8,874 9,780
------------ ------------
------------ ------------
</TABLE>

7--DEFERRED CHARGES, NET

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1995 1994
------------- -------------
<S> <C> <C>
Leasehold premiums............................................... 2,696 2,403
Less accumulated amortization.................................... (1,577) (1,346)
------ ------
1,119 1,057
------ ------
------ ------
</TABLE>

8--FINANCIAL INVESTMENTS

Financial investments consist of zero coupon bonds, denominated in U.S.
dollars. The zero coupon bonds are subject to exchange variation and mature in
May 2005 at the value of the floating rate notes, US$(000) 39,095 (see Note 10).
The zero coupon bonds are discounted to present value at each period end using
an implicit interest rate of 6.9%.

F-12
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996)

9--OTHER LIABILITIES

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1995 1994
--------------- ---------------
<S> <C> <C>
Rent payable..................................................... 407 373
Accrued sales promotion.......................................... 177 235
Accrued maintenance.............................................. 44 69
Accrued interest payable......................................... 1,364 1,016
Other accrued liabilities........................................ 1,255 785
----- -----
3,247 2,478
----- -----
----- -----
</TABLE>

10--LOANS AND FINANCING

Loans and financing consists of floating rate notes of US$(000) 39,095. The
notes are subject to exchange variation and interest at LIBOR plus 1.125% per
year, and mature in July 2005. The loan is guaranteed by Venbo's ultimate parent
company, Vendex International, and will be liquidated in May 2005 against the
zero coupon bonds (see Note 8).

During the course of its existence the Company has relied upon financial
support from Vendex group companies to finance its operations.

The Company's shareholder has expressed its intention to provide the Company
with additional financial support, if and when required, for the Company to
continue its operations, up to the final closing date of the possible sale to
Trinity Americas Inc., or, in the event such sale does not close, up to and
including the year 1996.

11--SHAREHOLDERS' EQUITY

Venbo's share capital at December 31, 1995 consists of 128,632 thousand
shares of nominal value of R$ 0.01 each, issued and fully paid-in.

Other movements in 1994 relate to the distribution of Bob's store operations
to Venbo. The net movement consists of the elimination of non-factory related
assets and liabilities that were not transferred to Venbo in May 1994 as part of
the transfer of operations from Venbo's predecessor, Bob's, to Venbo.

F-13
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996)

12--INFLATIONARY EFFECTS ON THE FINANCIAL STATEMENTS

Inflationary effects on the financial statements that are included in the
statements of operations comprise principally net purchasing power gains. For
the purposes of presenting the financial statements in their fully indexed form,
realized inflationary gains and losses on non-interest bearing assets and
liabilities have been allocated to the following captions of the statements of
operations:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
<S> <C> <C> <C>
1995 1994 1993
--------- --------- ---------
Net operating revenues.................................................................. (109) (187) (586)
Cost of restaurant sales................................................................ 73 170 46
Restaurant payroll and other employee benefits.......................................... 82 1,023 3,585
Restaurant occupancy and other expenses................................................. 48 441 1,028
Other operating expenses................................................................ 69 1,002 1,865
Selling expenses........................................................................ 19 382 842
General and administrative expenses..................................................... 75 1,111 2,443
--- --------- ---------

Total................................................................................. 257 3,942 9,223
--- --------- ---------
--- --------- ---------
</TABLE>

The above stated gains and losses were generated from the following balance
sheet accounts:

<TABLE>
<S> <C> <C> <C>
Cash and cash equivalents.............................................. (5) (7) (22)
Customer accounts receivable........................................... (104) (181) (567)
Other assets........................................................... (22) (224) (416)
Accounts payable and accrued liabilities............................... 73 223 48
Payroll and related accruals........................................... 51 471 838
Taxes other than income taxes.......................................... 38 750 737
Other liabilities...................................................... 226 2,910 8,605
--- --------- ---------

Total................................................................ 257 3,942 9,223
--- --------- ---------
--- --------- ---------
</TABLE>

F-14
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996)

12--INFLATIONARY EFFECTS ON THE FINANCIAL STATEMENTS (CONTINUED)

Inflationary gains and losses on interest bearing assets and liabilities
were allocated to the following captions in the statement of operations:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
<S> <C> <C> <C>
1995 1994 1993
--------- --------- ---------
Gross interest income.............................................................. 1,654 2,480 2,032
Inflationary loss.................................................................. -- -- (206)
--------- --------- ---------

Net interest income................................................................ 1,654 2,480 1,826
--------- --------- ---------
--------- --------- ---------

Gross interest expense............................................................. (5,107) (24,592) (25,131)
Inflationary gain.................................................................. -- 19,221 19,994
--------- --------- ---------

Net interest expense............................................................... (5,107) (5,369) (5,137)
--------- --------- ---------
--------- --------- ---------

Gross exchange loss................................................................ (3,028) (55,312) (67,441)
Inflationary gain.................................................................. 4,385 64,684 65,727
--------- --------- ---------

Net exchange gain/(loss)........................................................... 1,357 9,372 (1,714)
--------- --------- ---------
--------- --------- ---------
</TABLE>

The inflationary gains and losses were generated from bank balances, bank
overdrafts, floating rate notes and zero coupon bonds.

13--CASH FLOW INFORMATION

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
<S> <C> <C> <C>
1995 1994 1993
--------- --------- ---------
Interest paid.......................................................................... 3,929 5,724 1,890
</TABLE>

No income taxes were paid in 1993, 1994 and 1995.

14--RESTRUCTURING EXPENSES

Restructuring expenses in 1994 consist of legal expenses in respect of the
restructuring of the group and severance indemnities paid to former employees
following the outsourcing of certain administrative activities. Restructuring
expenses in 1994, amounting to R$ 3,058 included R$ 843 for severance payments
and R$ 2,215 for legal expenses related to the group restructuring. The
restructuring activities for which the costs were accrued in 1994 were completed
in 1994 in accordance with plans.

In 1995, the Company accrued and paid R$ 266 for restructuring expenses of a
similar nature to those incurred in 1994.

F-15
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996)

15--TAXATION

Venbo is in a tax loss position. Tax losses through December 31, 1995
relating to income tax and social contribution tax amount to R$ 8,066 and R$
10,678 respectively.

Social contribution tax is a Brazilian tax levied on taxable income and is
by its nature comparable to corporate income tax.

The accumulated tax loss position can be offset against future taxable
income. Recent tax legislation restricts the offset of accumulated tax losses to
30% of taxable profits on an annual basis. These losses can be offset
indefinitely.

Tax losses and the related deferred tax assets and liabilities and valuation
allowance relate exclusively to the legal entity Venbo. No recognition has been
given to the potential tax benefits of the losses attributable to the outlet
operations which, prior to May 1994, were carried within the Bob's legal entity.

Following is a reconciliation of the amount of reported income tax expense /
benefit and the amount computed by applying the combined statutory tax rate of
48.1% to the loss before income taxes:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-----------------
<S> <C>
Loss before taxes as reported in the accompanying financial statements......................... 9,332

Tax benefit at the combined statutory rate..................................................... (4,488)
Net losses for which no tax benefit was recorded............................................... 4,271
Other.......................................................................................... 217
------
Income tax charge / benefit as reported in the accompanying financial statements............... --
------
------
</TABLE>

F-16
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996)

15--TAXATION (CONTINUED)

The following is the composition of deferred tax assets and liabilities and
the related valuation allowance at December 31, 1995, based on temporary
differences and tax loss carry forwards determined by applying social
contribution and the income tax rates of respectively, 8% and 25%.

<TABLE>
<CAPTION>
SOCIAL
CONTRIBUTION INCOME
TAX TAX TOTAL
------------- --------- ---------
<S> <C> <C> <C>
DEFERRED TAX ASSETS:
Tax loss carry forward...................................................... 792 2,015 2,807
Provision for contingencies................................................. 24 81 105
Tax deductible only when paid............................................... -- 880 880
Fixed assets................................................................ 808 2,526 3,334
Deferred charges............................................................ 495 1,545 2,040
Zero coupon bond............................................................ 156 489 645
Other....................................................................... 39 123 162
------ --------- ---------

Total deferred tax assets............................................... 2,314 7,659 9,973
------ --------- ---------
DEFERRED TAX LIABILITIES:
Additional indexation income.................................................. -- 926 926
Floating rate note............................................................ 87 272 359
------ --------- ---------

Total deferred tax liabilities.......................................... 87 1,198 1,285
------ --------- ---------
Net deferred tax.................................................................. 2,227 6,461 8,688
------ --------- ---------
Valuation allowance............................................................... (2,227) (6,461) (8,688)
------ --------- ---------

-- -- --
------ --------- ---------
------ --------- ---------
</TABLE>

The valuation allowance reflects the Company's assessment of the likelihood
of realizing the net deferred tax assets in view of current operations and the
Company's recurring losses.

16--RELATED PARTY TRANSACTIONS

Venbo had significant business relationships with its affiliated company
Venbis as Venbis was Venbo's main supplier of products.

The following transactions were conducted with Venbis/the factory, excluding
taxes:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
<S> <C> <C> <C>
1995 1994 1993
--------- --------- ---------
Purchase of raw materials............................................................. 7,348 16,139 13,409
</TABLE>

For purposes of these financial statements for the period from January 1,
1993 up to May 1994, the transactions between the factory and the outlets are
included in the related party transactions disclosed in this note, although both
operations were at this time legally part of Venbo's predecessor, Bob's.
Similarly,

F-17
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996)

16--RELATED PARTY TRANSACTIONS (CONTINUED)

the rents charged in the period April 30, 1993 to May 31, 1994 by Venbo to Bob's
and by Venbis to Bob's have been excluded from the financial statements and from
this Note (see also Note 2).

As of April 30, 1993, and upon incorporation of Venbo, certain assets and
liabilities were transferred by affiliated companies and capitalized within
Venbo. The assets consisted of property and equipment and deferred charges
which, in principle, all related to the outlet operations. For local statutory
and tax purposes these assets were transferred at a value determined by
independent appraisers. The accompanying financial statements reflect these
assets at the original cost, price level adjusted, paid by Venbo's predecessor,
less accumulated depreciation.

On April 30, 1993, zero coupon bonds and floating rate notes were
transferred to Venbo upon incorporation through Venbo's predecessor, Bob's, by
an affiliated company. The floating rate notes were transferred at their nominal
value. The zero coupon bonds were transferred at their market value at the time
of the transaction (see also Notes 8 and 10).

In 1995, Venbo paid a royalty of R$ 2,839 to Bob's for the use of the trade
name, the use of the formulas and the operational processes. In 1993 and 1994 no
royalties were paid.

In March 1995 the parent company of Venbo, Bob's, assigned an intercompany
receivable of R$ 2,293 to Venbo. Venbo capitalized this receivable, recording an
investment in a group company which has been subsequently sold. At the same time
a loss was recorded by Venbo for the same amount as the group company had a
negative net equity. This loss is included in general and administrative
expenses.

17--LEASES

A. GENERAL

As at December 31, 1995 Venbo's operations comprise 50 fast food outlets of
which 9 are owned and 41 are leased under operating leases.

B. OPERATING LEASES

In addition to fixed lease obligations, Venbo pays a percentage of sales for
various fast food outlets. In the year ended December 31, 1995 total rent costs
were incurred of R$ 3,633 (year ended December 31, 1994 and 1993, R$ 3,775 and
R$ 3,383, respectively).

F-18
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996)

17--LEASES (CONTINUED)

C. COMMITMENTS

The future minimum lease payments under operating leases with an initial or
remaining noncancelable lease term in excess of one year at December 31, 1995
are as follows:

<TABLE>
<S> <C>
Financial year:
1996................................................................. 1,955
1997................................................................. 1,834
1998................................................................. 1,496
1999................................................................. 1,245
2000................................................................. 874
Later years.......................................................... 1,136
---------

Total minimum lease payments................................. 8,540
---------
---------
</TABLE>

18--OTHER COMMITMENTS

The Company has long term contracts (mainly 5 to 10 years) with all of its
franchisees. Under these contracts the franchisee has the right to use the Bob's
name and formulas in a specific location or area.

The Company has no specific financial obligations in respect of these
contracts.

19--CONTINGENCIES

In the normal course of business, Venbo is involved in legal procedures and
claims with both private and governmental parties. As at December 31, 1995
contingencies for labor, civil and fiscal claims exist for a total gross amount
of approximately R$ 492. In the balance sheet as at December 31, 1995 a
provision of R$ 292 is made for these claims.

Venbo may be held liable for contingencies resulting from claims against its
parent company Bob's, in case Bob's and Vendex do Brasil, the parent company of
Bob's will be unable to meet their financial obligations resulting from these
claims. These claims in nature refer to labor, civil and fiscal disputes with
both private and governmental parties. The total value of these claims as at
December 31, 1995 amounts to approximately R$ 4,368. While the Company is unable
to estimate a range of possible loss for these claims, in the opinion of
management the ultimate liability resulting from all pending claims will not
have a material adverse effect on the financial position or results of
operations of the Company.

Venbo is contesting the assessment of certain value-added taxes (ICMS).
Pending the resolution of judicial proceedings, Venbo has deposited ICMS tax
(sales tax) in court, for the total amount of approximately R$ 5,350 as of
December 31, 1995, which equals the gross claim amount. Considering the status
of the court cases a provision was made for the same amount. The deposit and the
provision were netted in the financial statements. Consequently, the final
outcome of the judicial proceedings in this respect could lead to a potential
gain, ranging up to a maximum of R$ 5,350. However the potential gain, if ever
realized, would be to the benefit of Venbo's current shareholders.

F-19
<PAGE>

VENBO COMERCIO DE ALIMENTOS LTDA.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1996)

20--SUBSEQUENT EVENTS

As at March 19, 1996, Bob's has sold its 100% interest in Venbo to Trinity
Americas Inc. As part of the agreement, in March 1996 Venbo's rights and
obligations to the floating rate notes and the zero coupon bonds, as described
in Notes 8 and 10, have been vested in Bob's. In addition, the intercompany
indebtedness of Venbo has been converted into quotas (shares) of Venbo (see also
Note 2).

* * *

F-20
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

Report of Independent Public Accountants............................................................ F-22

Consolidated Balance Sheet as of December 31, 1996.................................................. F-23

Consolidated Statement of Operations for the year ended December 31, 1996........................... F-24

Consolidated Statement of Cash Flows for the year ended December 31, 1996........................... F-25

Consolidated Statement of Changes in Shareholders' Equity for the year ended
December 31, 1996................................................................................. F-26

Notes to the Consolidated Financial Statements...................................................... F-27-39
</TABLE>

F-21
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of Brazil Fast Food Corp. and Subsidiaries:

We have audited the accompanying consolidated balance sheet of Brazil Fast
Food Corp. and subsidiaries (formerly Trinity Americas Inc.) (a Delaware
corporation) as of December 31, 1996, and the related consolidated statements of
operations, shareholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that out audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Brazil Fast Food Corp. and
subsidiaries as of December 31, 1996, and the results of their operations and
their cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/ ARTHUR ANDERSEN LLP

New York, New York

March 26, 1997 (except with respect to matters

discussed in Note 2.c as to which the date is May 23, 1997)

F-22
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
(FORMERLY TRINITY AMERICAS INC.)

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1996
(EXPRESSED IN CURRENCY OF CONSTANT PURCHASING POWER AT MARCH 31, 1997)

<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................................... R$ 1,531,000
Accounts receivable, net of allowance for doubtful accounts of R$312,000.... 1,542,000
Inventories................................................................. 856,000
Prepaid and other assets.................................................... 1,247,000
------------
TOTAL CURRENT ASSETS...................................................... 5,176,000
PROPERTY AND EQUIPMENT, NET................................................... 24,215,000
DEFERRED CHARGES, NET......................................................... 14,063,000
GOODWILL, NET OF ACCUMULATED AMORTIZATION
of R$205,000................................................................ 6,323,000
OTHER......................................................................... 20,000
------------
TOTAL ASSETS.............................................................. R$49,797,000
------------
------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable............................................................... R$ 1,963,000
Accounts payable............................................................ 3,186,000
Accrued expenses............................................................ 1,631,000
Payroll and related accruals................................................ 2,420,000
Taxes, other than income taxes.............................................. 902,000
Deferred income............................................................. 646,000
Other....................................................................... 455,000
------------
TOTAL CURRENT LIABILITIES................................................. 11,203,000
------------
NOTES PAYABLE, less current portion........................................... 2,685,000
DEFERRED INCOME, LESS CURRENT PORTION......................................... 2,949,000
------------
TOTAL LIABILITIES......................................................... 16,837,000
------------
COMMITMENTS AND CONTINGENCIES (Note 13)
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value, 5,000 shares authorized; no shares
issued.................................................................... --
Common stock, $.0001 par value, 20,000,000 shares authorized; 10,404,484
shares issued and outstanding............................................. 1,000
Additional paid-in capital.................................................. 37,908,000
Retained earnings (deficit)................................................. (4,956,000)
Cumulative translation adjustment........................................... 7,000
------------
TOTAL SHAREHOLDERS' EQUITY................................................ 32,960,000
------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................................ R$49,797,000
------------
------------
</TABLE>

See the accompanying notes to the financial statements.

F-23
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
(FORMERLY TRINITY AMERICAS INC.)

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996
(EXPRESSED IN CURRENCY OF CONSTANT PURCHASING POWER AT MARCH 31, 1997)

<TABLE>
<S> <C>
NET OPERATING REVENUES:
Restaurant sales............................................................ R$55,469,000
Franchise income............................................................ 640,000
Other income................................................................ 1,233,000
------------
TOTAL NET OPERATING REVENUES.............................................. 57,342,000
------------
COSTS AND EXPENSES:
Cost of restaurant sales.................................................... 20,148,000
Restaurant payroll and other employee benefits.............................. 13,195,000
Restaurant occupancy and other expenses..................................... 4,570,000
Depreciation and amortization............................................... 2,607,000
Other operating expenses.................................................... 8,492,000
Selling expenses............................................................ 3,541,000
General and administrative expenses......................................... 9,964,000
------------
TOTAL COSTS AND EXPENSES.................................................. 62,517,000
------------
(LOSS) FROM OPERATIONS........................................................ (5,175,000)
INTEREST INCOME............................................................... 110,000
INTEREST EXPENSE.............................................................. (136,000)
FOREIGN EXCHANGE GAIN......................................................... 4,000
------------
(LOSS) BEFORE BENEFIT FOR INCOME TAXES........................................ (5,197,000)
BENEFIT FROM INCOME TAXES..................................................... (44,000)
------------
NET (LOSS).................................................................... R$(5,153,000)
------------
------------
NET (LOSS) PER COMMON SHARE................................................... R$ (.67)
------------
------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING.................................... 7,696,106
------------
------------
</TABLE>

See the accompanying notes to the financial statements.

F-24
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
(FORMERLY TRINITY AMERICAS INC.)

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 1996

(EXPRESSED IN CURRENCY OF CONSTANT PURCHASING POWER AT MARCH 31, 1997)

<TABLE>
<S> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net (loss)................................................................. R$ (5,153,000)
Adjustments to reconcile net (loss) cash provided by operating activities:
Depreciation and amortization............................................ 3,119,000
Changes in assets and liabilities net of effects from acquisitions:
(Increase) in accounts receivable, net................................. (671,000)
(Increase) in inventories.............................................. (246,000)
(Increase) in other current assets..................................... (888,000)
Increase in accounts payable........................................... 1,866,000
Increase in accrued expenses........................................... 695,000
Increase in payroll and related costs.................................. 346,000
Increase in taxes other than income taxes.............................. 445,000
(Decrease) in other liabilities........................................ (2,029,000)
Increase in deferred income............................................ 3,595,000
-------------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES.......................... 1,079,000
-------------
CASH FLOW FROM INVESTING ACTIVITIES:
Payment for purchase of acquisitions, net of cash acquired................... (18,008,000)
Additions to property and equipment.......................................... (7,258,000)
Decrease in restricted cash and investments.................................. 9,798,000
-------------
CASH FLOWS (USED IN) INVESTING ACTIVITIES............................ (15,468,000)
-------------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares of common stock............................. 15,855,000
Proceeds from issuance of notes payable...................................... 1,716,000
Repayments of notes payable.................................................. (1,685,000)
-------------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES.......................... 15,886,000
-------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH...................................... 7,000
-------------
NET INCREASE IN CASH AND CASH EQUIVALENTS.................................... 1,504,000

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR............................... 27,000
-------------
CASH AND CASH EQUIVALENTS AT END OF YEAR..................................... R$ 1,531,000
-------------
-------------
</TABLE>

See the accompanying notes to the financial statements

F-25
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
(FORMERLY TRINITY AMERICAS INC.)

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE YEAR ENDED DECEMBER 31, 1996

(EXPRESSED IN CURRENCY OF CONSTANT PURCHASING POWER AT MARCH 31, 1997)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL RETAINED CUMULATIVE
----------------------- PAID-IN EARNINGS TRANSLATION
SHARES PAR VALUE CAPITAL (DEFICIT) ADJUSTMENT TOTALS
------------ --------- --------------- --------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1,1996.......... 2,964,861 R$ -- R$ 10,057,000 R$ 197,000 R$ -- R$ 10,254,000
Issuance of shares for
acquisitions................... 3,076,422 -- 11,986,000 -- -- 11,986,000
Issuance of shares for private
placements..................... 4,363,201 1,000 15,865,000 -- -- 15,866,000
Net loss for the year............ -- -- -- (5,153,000) -- (5,153,000)
Cumulative translation
adjustment..................... -- -- -- -- 7,000 7,000
------------ --------- --------------- --------------- ----------- ---------------
Balance, December 31, 1996....... 10,404,484 R$ 1,000 R$ 37,908,000 R$ (4,956,000) R$ 7,000 R$ 32,960,000
------------ --------- --------------- --------------- ----------- ---------------
------------ --------- --------------- --------------- ----------- ---------------
</TABLE>

See the accompanying notes to the financial statements.

F-26
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
(FORMERLY TRINITY AMERICAS INC.)

NOTES TO FINANCIAL STATEMENTS

(EXPRESSED IN CURRENCY OF CONSTANT PURCHASING POWER AT MARCH 31, 1997)

NOTE 1--BUSINESS AND OPERATIONS

Brazil Fast Food Corp. (formerly Trinity Americas Inc.) (the "Company") was
incorporated in the State of Delaware on September 16, 1992, to serve as a
vehicle to effect a merger, exchange of capital stock, asset acquisition or
other similar business combination with an operating business. The Company was
in the development stage until March 19, 1996.

On March 19, 1996 (the "Closing"), the Company acquired all of the
outstanding quotas (shares of capital stock) of Venbo from Bob's Industria e
Comercio Ltda. ("BIEC") and Arnaldo Bisoni ("Bisoni" and with BIEC,
collectively, the "Sellers") for $19,200,000 (the "Purchase Price"), of which
$16,700,000 was paid in cash at the Closing (inclusive of $100,000 which had
been previously paid in October 1995 upon the parties' execution of the Heads of
Agreement), with the balance of $2,500,000 payable with interest at the rate of
1 1/2% per annum over LIBOR due 720 days from the Closing. In addition, the
Company acquired all of the trademarks relating to Venbo's business from Vendex
International N.V., an affiliate of the Sellers, for $1,800,000, payable to BIEC
with interest at the rate of 6 7/8% per annum in monthly installments equal to
4% of Venbo's net sales for each immediately preceding month. The Company's
acquisition of the quotes and trademarks is hereinafter referred to as the
"Acquisition".

The Acquisition was treated for accounting purposes as a purchase and the
consideration paid in excess of the net assets acquired was allocated to those
net assets based on their fair market value. The unallocated amount has been
classified as goodwill (R$3,700,000) and is being amortized over a 20 year
period.

At the date of Acquisition, Venbo, a Brazilian limited liability company
which conducts business under the trademark "Bob's", owned and, directly and
through franchisees, operated the second largest chain of hamburger fast food
restaurants in Brazil.

In order to raise sufficient cash to complete the Acquisition and to fund
the Company's subsequent expansion strategy, the Company sold 3,115,701 shares
of its common stock to new investors in a private transaction (the "Private
Placement") at $3.20 per share, resulting in net proceeds to the Company of
approximately $10,000,000.

Funding of the cash portion of the Purchase Price was derived from the
following sources; (i) approximately $9,900,000 from the Company's own funds;
(ii) $4,000,000 from a Brazilian subsidiary of Coca-Cola, which was paid to the
Company concurrently with the consummation of the Acquisition, in consideration
for Coca-Cola products being designated the exclusive soft drink products for
all of the Company's restaurants for a ten-year term and for the Company's
agreement to participate at its own expense in joint promotions and marketing
programs with Coca-Cola during such term; and (iii) the balance of $2,800,000
from the proceeds of the Private Placement.

At the Closing, the Company issued 1,046,422 shares of its common stock to
Shampi Investments A.E.C. ("Shampi") in exchange for the assignment by Shampi to
the Company of Shampi's right to acquire the outstanding quotas of Venbo.

As a result of the Acquisition and the Private Placement: (i) Venbo became a
wholly-owned subsidiary of the Company, (ii) Shampi and the investors in the
Private Placement, collectively, acquired approximately 58.4% of the outstanding
common stock of the Company, (iii) designees of Shampi, being respectively,
Peter VanVoorst Vader, Omar Carneiro da Cunha and Arnaldo Bisoni, became three
of the

F-27
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
(FORMERLY TRINITY AMERICAS INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(EXPRESSED IN CURRENCY OF CONSTANT PURCHASING POWER AT MARCH 31, 1997)

NOTE 1--BUSINESS AND OPERATIONS (CONTINUED)

five members of the Company's Board of Directors, and (iv) the Company's name
was changed to "Brazil Fast Food Corp.". Reference is made to the Company's
proxy statement dated February 12, 1996, for a discussion of Venbo's business
and the background of the Acquisition.

Subsequent to the Acquisition discussed above, Brazil Fast Food Corp changed
its fiscal year to December 31, and filed a transition report on Form 10-Q for
the period from September 1, 1995 to December 31, 1995.

The Company sustained losses in the amount of R$5,153,000 for the year ended
December 31, 1996. The Company's current assets include approximately
R$1,531,000 in cash with approximately R$2,400,000 in accounts receivable and
inventory. This is offset by approximately R$11,000,000 in current liabilities,
R$3,000,000 of which is due to vendors, other operating costs and notes payable.
The Company's operations provided net cash flows of approximately R$1,000,000 in
1996, most of which was used to fund the the acquisitions of two major chains of
stores and capital expenditures.

The Company plans to increase sales which includes introducing new programs
and other products lines (i.e. a breakfast line) as well as its plans to open
new stores primarily through franchising. Management's plans include reducing
costs by negotiating more favorable terms in their food purchases as well as
other general administrative expenses. In the opinion of management, these
plans, coupled with the Company's current financing capabilities and the private
placement of its securities in the amount of $1,210,000 made in the quarter
ended March 31, 1997, will be sufficient to provide the Company with the ability
to continue its operations for 1997.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

A. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP")

The financial statements have been prepared in accordance with GAAP used in
the United States. Such accounting principles differ in certain respects from
Brazilian GAAP, which is applied by the Company for annual financial statement
preparation. In addition, certain reclassifications and changes in terminology
have been made to financial statements previously issued in order that the
present financial statements conform with reporting practices prevailing in the
United States.

B. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All material intercompany accounts and
transactions have been eliminated in consolidation.

C. CONSTANT CURRENCY RESTATEMENT

The 1996 financial statements have been indexed and expressed in currency of
constant purchasing power at March 31, 1997 by using a monthly index derived
from the Indice Geral de Precos-Mercado (IGP-M).

F-28
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
(FORMERLY TRINITY AMERICAS INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(EXPRESSED IN CURRENCY OF CONSTANT PURCHASING POWER AT MARCH 31, 1997)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

Through 1995, the Company used the Unidade Fiscal de Referencia (UFIR) as
the basis to reflect constant Brazilian Reais. Starting in 1996, the Company
commenced using the IGP-M as the basis for indexation.

<TABLE>
<CAPTION>
INFLATION
VALUE OF 1.0 FOR
RESTATEMENT UNITS THE PERIOD
YEAR OF ONE REAL %
- -------------------------------------------------------------- ----------------- -----------
<S> <C> <C>
1992.......................................................... 0.0026691 1,129.4
1993.......................................................... 0.0673164 2,422.1
1994.......................................................... 0.6767000 905.3
1995.......................................................... 0.8287000 22.5
1996.......................................................... 0.9049000 9.2
March 31, 1997................................................ 0.9356000 3.4
</TABLE>

The Company believes that the above indicies are appropriate general price
level inflation indications to be used under US GAAP.

Items in the income statement are adjusted to the balance sheet date by:

- Allocating inflationary holding gains or losses on interest bearing
monetary assets and liabilities to their corresponding interest income and
expense captions;

- Allocating inflationary holding gains and losses from other monetary items
to their corresponding income and expense captions.

The allocation of the inflationary gains and losses to their respective
income statement captions is shown in Note 9.

D. FOREIGN CURRENCY

Transactions in foreign currency are recorded at the prevailing exchange
rate at the time of the related transactions. Assets and liabilities denominated
in foreign currencies are translated into Brazilian Reais at exchange rates
reported by the Central Bank of Brazil at the balance sheet date. The related
transaction gains and losses are recognized in the statement of operations as
they occur.

E. INVENTORIES

Inventories, primarily consisting of food, beverages and supplies, are
stated at the lower of indexed cost or replacement value. Cost of inventories is
determined principally on the average cost method.

F. FINANCIAL INVESTMENTS

In May 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities". This Statement requires the classification of debt
and equity securities based on whether the securities that will be held to
maturity, are considered trading securities or are available for sale.
Classification within these categories may require the securities, to be
reported at their fair market value with unrealized gains and losses

F-29
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
(FORMERLY TRINITY AMERICAS INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(EXPRESSED IN CURRENCY OF CONSTANT PURCHASING POWER AT MARCH 31, 1997)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

included either in current earnings or reported as a separate component of
shareholders' equity, depending on the ultimate classification, The Company
adopted the provisions of this statement on September 1, 1994, which had no
material impact on the Company's financial statements.

G. PROPERTY AND EQUIPMENT

Property and equipment are stated at price-level adjusted cost, less
price-level adjusted accumulated depreciation. Depreciation on property and
equipment is provided using the straight-line method over the following
estimated useful lives of the related assets:

<TABLE>
<CAPTION>
YEARS
---------
<S> <C>
Buildings and building improvements................................................... 50
Leasehold improvements................................................................ 5-10
Machinery and equipment............................................................... 10-15
Furniture and fixtures................................................................ 10-15
Vehicles.............................................................................. 13
</TABLE>

H. DEFERRED CHARGES

Deferred charges, which relate to leasehold premiums paid in advance for
rented outlet premises are stated at price-level adjusted cost, less price-level
adjusted accumulated amortization.

The amortization period is the term of management's estimate of the related
rental contract including renewal options which are solely at the discretion of
the Company.

I. PREOPENING COSTS

Labor costs and the costs of hiring and training personnel and certain other
costs relating to the opening of new restaurants are expensed as incurred.

J. REVENUE RECOGNITION

Initial franchise fee revenue is recognized when all material services and
conditions relating to the franchise have been substantially performed or
satisfied which normally occurs when the restaurant is opened. Annual franchise
fees based on a percentage of the revenues of the franchisee are recognized when
earned.

Amounts received from the Coca-Cola agreement entered into as part of the
Acquisition were recorded as deferred income and are being recognized over the
term of the agreement.

K. INCOME TAXES

Deferred taxes are provided on the liability method on a full provision
basis in accordance with Statement of Financial Accounting Standards No. 109.

F-30
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
(FORMERLY TRINITY AMERICAS INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(EXPRESSED IN CURRENCY OF CONSTANT PURCHASING POWER AT MARCH 31, 1997)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

L. USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

M. LONG-LIVED ASSETS

The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," effective January 1, 1996. SFAS No. 121 requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount. SFAS
No. 121 also addresses the accounting for long-lived assets that are expected to
be disposed of. There was no material effect on the financial statements from
the adoption of SFAS No. 121.

N. NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per common share is computed based on the weighted average
number of common shares outstanding and common stock equivalents, if not
anti-dilutive.

Subsequent to December 31, 1996, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per
Share. This statement establishes standards for computing and presenting
earnings per share (EPS), replacing the presentation of currently required
primary EPS with a presentation of Basic EPS, for entities with complex capital
structures, the statement requires the dual presentation of both Basic EPS and
Diluted EPS on the face of the statement of operations. Under this new standard,
Basic EPS is computed based on weighted average shares outstanding and excludes
any potential dilution; Diluted EPS reflects potential dilution from the
exercise or conversion of securities into common stock or from other contracts
to issue common stock and is similar to the currently required fully diluted
EPS, SFAS 128 is effective for financial statements issued for periods ending
after December 15, 1997, including interim periods, and earlier application is
not permitted. When adopted, the Company will be required to restate its EPS
data for all prior periods presented. The Company does not expect the impact of
the adoption of this statement to be material to previously reported EPS
amounts.

NOTE 3--RESTRICTED CASH AND INVESTMENTS

The Company, pursuant to the terms of its initial public offering ("the
Offering"), held approximately $9.6 million as of March 19, 1996, which included
interest income, in a trust account which was primarily invested in a short term
U.S. Government Security. These funds were released, in connection with the
terms of the Offering, upon the consummation of the Acquisition.

F-31
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
(FORMERLY TRINITY AMERICAS INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(EXPRESSED IN CURRENCY OF CONSTANT PURCHASING POWER AT MARCH 31, 1997)

NOTE 4--OTHER ACQUISITIONS

On June 10, 1996, the Company acquired all of the outstanding quotas
(capital shares) of, respectively, BigBurger Sao Paulo Lanchonetes Ltda. and
BigBurger Goiania Lanchonetes Ltda., each a Brazilian corporation (collectively,
the "Acquired Companies"), from Rucker Holding Corporation, a non-affiliated
British Virgin Islands corporation ("Rucker"), for (i) R$251,000 and (ii)
510,000 shares of the Company's common stock valued at R$1,770,000. The Acquired
Companies owned and operated 7 "Mr. Theo" hamburger fast food restaurants in Sao
Paulo and Goiania, Brazil. All of these restaurants have been rebranded and are
now operating under the Company's "Bob's" tradename. This acquisition has been
accounted for using the purchase method of accounting. In connection with this
acquisition, the Company has recorded approximately R$380,000 of excess purchase
price over net assets acquired which is being amortized over a 20 year period.

On July 24, 1996, the Company acquired all of the operating assets of each
of BigBurger Ltda. ("BigBurger") and five of its affiliates, all Brazilian
corporations (collectively, the "BigBurger Companies"), for 1,520,000 shares of
the Company's common stock valued at R$6,641,000. The BigBurger Companies owned
and operated 27 hamburger fast food restaurants, inclusive of outlets operated
by franchisees, in 9 Brazilian states. All of these restaurants have been
rebranded with the exception of one which is being rebranded and are now
operating under the Company's "Bob's" tradename. This acquisition has been
accounted for using the purchase method of accounting. In connection with this
acquisition, the Company has recorded R$2,446,000 of excess purchase price over
net assets acquired which is being amortized over a 20 year period.

The following unaudited proforma information presents a summary of the
consolidated results of operations of the Company as if all acquisitions had
occurred on January 1, 1994.

<TABLE>
<CAPTION>
1996 1995 1994
---------------- --------------- ---------------
<S> <C> <C> <C>
Net Operating Revenues....................................... R$ 78,791,000 R$ 80,272,000 R$ 65,772,000
Net Loss..................................................... R$ ($7,917,000) R$ (9,526,000) R$ (4,418,000)
Loss per Common Share........................................ R$ (.76) R$ (.92) R$ (.42)
</TABLE>

The unaudited proforma results have been prepared for comparative purposes
only and include certain adjustments, such as the amortization of the excess of
cost over net assets acquired and increased number of shares outstanding. No
adjustment has been made for stores that had been closed for rebranding during
this period. These pro-forma results do not purport to be indicative of the
results of operations which actually would have resulted had the acquisitions
been in effect on January 1, 1994 or of future results of operations of the
consolidated entities.

F-32
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
(FORMERLY TRINITY AMERICAS INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(EXPRESSED IN CURRENCY OF CONSTANT PURCHASING POWER AT MARCH 31, 1997)

NOTE 5--PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
DECEMBER 31,
1996
---------------
<S> <C>
Land......................................................................... R$ 2,782,000
Buildings and building improvements.......................................... 4,225,000
Leasehold improvements....................................................... 5,943,000
Machinery and equipment...................................................... 9,912,000
Furniture and fixtures....................................................... 3,367,000
Vehicles..................................................................... 191,000
Other........................................................................ 39,000
---------------
26,459,000
Less: Accumulated depreciation and amortization.............................. (2,244,000)
---------------
R$ 24,215,000
---------------
---------------
</TABLE>

NOTE 6--DEFERRED CHARGES, NET

<TABLE>
<CAPTION>
DECEMBER 31,
1996
---------------
<S> <C>
Leasehold premiums........................................................... R$ 14,733,000
Less: Accumulated amortization............................................... (670,000)
---------------
R$ 14,063,000
---------------
---------------
</TABLE>

NOTE 7--ACCRUED EXPENSES

<TABLE>
<CAPTION>
DECEMBER 31,
1996
--------------
<S> <C>
Rent payable.................................................................. R$ 671,000
Accrued utilities............................................................. 219,000
Accrued freight............................................................... 100,000
Accrued maintenance........................................................... 84,000
Accrued advertising........................................................... 85,000
Other accrued liabilities..................................................... 472,000
--------------
R$ 1,631,000
--------------
--------------
</TABLE>

NOTE 8--NOTES PAYABLE

a) The Company has revolving lines of credit agreements with several
Brazilian financial institutions for maximum borrowings of R$2,750,000. As of
December 31, 1996, the Company had R$1,715,000 outstanding under these
facilities. Interest charged on these loans range from 1.5% to 2.5% per month
and in some cases are guaranteed by certain of the Company's officers.

F-33
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
(FORMERLY TRINITY AMERICAS INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(EXPRESSED IN CURRENCY OF CONSTANT PURCHASING POWER AT MARCH 31, 1997)

NOTE 8--NOTES PAYABLE (CONTINUED)

b) As part of the Acquisitions, the Company incurred $2,500,000
(R$2,685,000) payable to the sellers with interest at the rate of 1 1/2% per
annum over LIBOR due March 1998. Additionally, the Company incurred $1,800,000
(R$1,837,000) payable to BEIC for the purchase of certain trademarks. This
payable bears interest at 6 7/8% per annum and is due in monthly installments
equal to 4% of the Company's Net Revenues. At December 31, 1996, the Company
owes R$247,000 on this obligation.

c) Commencing in 1997, a major financial institution agreed to provide a
credit facility of $3,000,000 to be used by the Company for information
technology expenditures and an additional $2,000,000 for other restaurant
equipment.

NOTE 9--INFLATIONARY EFFECTS ON THE FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
DECEMBER 31,
1996
-------------
<S> <C>
Net operating revenues......................................................... R$ 212,000
Cost of restaurant sales....................................................... 176,000
Restaurant occupancy and other expenses........................................ 57,000
Depreciation and amortization.................................................. (278,000)
General and administrative expenses............................................ 27,000
-------------
Total...................................................................... R$ 194,000
-------------
-------------
</TABLE>

The above stated gain and losses were generated from the following balance
sheet accounts:

<TABLE>
<CAPTION>
DECEMBER 31,
1996
-------------
<S> <C>
Cash and cash equivalents...................................................... R$ 183,000
Accounts receivable............................................................ 42,000
Other assets................................................................... 257,000
Accounts payable and accrued expenses.......................................... (102,000)
Payroll and related liabilities................................................ (137,000)
Taxes other than income taxes.................................................. (24,000)
Other liabilities.............................................................. (315,000)
-------------
Total...................................................................... R$ (96,000)
-------------
-------------
</TABLE>

F-34
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
(FORMERLY TRINITY AMERICAS INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(EXPRESSED IN CURRENCY OF CONSTANT PURCHASING POWER AT MARCH 31, 1997)

NOTE 9--INFLATIONARY EFFECTS ON THE FINANCIAL STATEMENTS (CONTINUED)

Inflationary gains and losses on interest bearing assets and liabilities
were allocated to the following captions in the statement of operations:

<TABLE>
<CAPTION>
DECEMBER 31,
1996
-------------
<S> <C>
Gross interest income.......................................................... R$ 292,000
Inflationary loss.............................................................. (308,000)
-------------
Net interest income............................................................ R$ (16,000)
-------------
-------------
Gross interest expense......................................................... R$ (266,000)
Inflationary gain.............................................................. 129,000
-------------
Net interest expense........................................................... R$ (137,000)
-------------
-------------
Gross exchange (loss).......................................................... R$ (75,000)
Inflationary gain.............................................................. 81,000
-------------
Net exchange gain.............................................................. R$ 6,000
-------------
-------------
</TABLE>

The inflationary gains and losses were generated from bank balances and bank
overdrafts.

NOTE 10--CASH FLOW INFORMATION

Supplemental Disclosure of Cash Flow information:

<TABLE>
<CAPTION>
DECEMBER 31,
1996
----------------
<S> <C>
Interest paid............................................................... R$ 197,000
Income taxes paid........................................................... R$ --

Details of Acquisitions:
Fair Value of assets acquired............................................. R$ 41,535,000
Liabilities assumed....................................................... R$ (11,302,000)
Stock issued.............................................................. R$ (11,986,000)
Cash acquired............................................................. R$ (238,000)
----------------
Net cash used in acquisitions............................................... R$ 18,009,000
----------------
----------------
</TABLE>

NOTE 11--TAXATION

Tax losses through December 31, 1996 relating to income tax and social
contribution tax amount to R$7,673,000. Social contribution tax is a Brazilian
tax levied on taxable income and is by its nature comparable to corporate income
tax. At the date of Acquisition, Venbo had R$5,244,000 of loss carryforwards.
The utilization of these pre-acquisition losses recognized subsequent to the
Acquisition, first reduces to zero any goodwill related to the Acquisition,
second reduces other non-current intangible assets to zero and third reduces
income tax expense.

F-35
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
(FORMERLY TRINITY AMERICAS INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(EXPRESSED IN CURRENCY OF CONSTANT PURCHASING POWER AT MARCH 31, 1997)

NOTE 11--TAXATION (CONTINUED)

The accumulated tax loss position can be offset against future taxable
income. Recent Brazilian tax legislation restricts the offset of accumulated tax
losses to 30% of taxable profits on an annual basis. These losses can be used
indefinitely and are not impacted by a change in ownership of the Company.

The following is a reconciliation of the amount of reported income tax
benefit and the amount computed by applying the combined statutory tax rate of
33% to the loss before income taxes:

<TABLE>
<CAPTION>
DECEMBER 31, 1996
-----------------
<S> <C>
Tax benefit at the combined statutory rate................................. R$ (1,715,000)
Valuation allowances recorded against net deferred tax assets.............. 1,715,000
Other...................................................................... (44,000)
-----------------
Income tax benefit as reported in the accompanying consolidated financial
statements............................................................... R$ (44,000)
-----------------
</TABLE>

The following summarizes the composition of deferred tax assets and
liabilities and the related valuation allowance at December 31, 1996, based on
temporary differences and tax loss carryforwards determined by applying social
contribution tax and income tax rates of respectively, 8% and 25%.

<TABLE>
<CAPTION>
SOCIAL
CONTRIBUTION INCOME
TAX TAX TOTAL
-------------- --------------- ---------------
<S> <C> <C> <C>
Deferred tax assets:
Tax loss carry forward........................................ R$ 1,610,000 R$ 4,470,000 R$ 6,080,000
Provision for contingencies................................... 2,000 6,000 8,000
-------------- --------------- ---------------
Total deferred tax assets................................... 1,612,000 4,476,000 6,088,000
-------------- --------------- ---------------

Deferred tax liabilities:
Deferred income............................................... 8,000 27,000 35,000
Present value adjustment...................................... 1,000 3,000 4,000
Fixed assets.................................................. 65,000 205,000 270,000
Deferred charges.............................................. 590,000 1,841,000 2,431,000
-------------- --------------- ---------------
Total deferred tax liabilities.............................. 664,000 2,076,000 2,740,000
-------------- --------------- ---------------
Net deferred tax assets......................................... 948,000 2,400,000 3,348,000
Valuation allowance............................................. 948,000 2,400,000 3,348,000
-------------- --------------- ---------------
R$ -0- R$ -0- R$ -0-
-------------- --------------- ---------------
-------------- --------------- ---------------
</TABLE>

The valuation allowance reflects the Company's assessment of the likelihood
of realizing the net deferred tax assets in view of current operations and the
Company's recurring losses.

NOTE 12--RELATED PARTY TRANSACTIONS

The Company was charged $100,000 by an entity related to two of the
Company's directors related to their assistance in the Company's financing
activities.

F-36
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
(FORMERLY TRINITY AMERICAS INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(EXPRESSED IN CURRENCY OF CONSTANT PURCHASING POWER AT MARCH 31, 1997)

NOTE 13--COMMITMENTS AND CONTINGENCIES

A. OPERATING LEASES

The future minimum lease payments under operating leases with an initial or
remaining noncancelable lease term in excess of one year at December 31, 1996
are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
- -----------------------------------------------------------------------------
<S> <C>
1997....................................................................... R$ 3,661,000
1998....................................................................... 3,209,000
1999....................................................................... 2,842,000
2000....................................................................... 2,463,000
2001....................................................................... 2,175,000
Thereafter................................................................. 4,782,000
---------------
Total minimum lease payments............................................... R$ 19,132,000
---------------
---------------
</TABLE>

Rent expense was R$3,066,000 for the year ended December 31, 1996. Certain
leases provide for escalations for common charges and real estate taxes as well
as increased rent payments based upon net revenues.

B. OTHER COMMITMENTS

C. CONTINGENCIES

In the normal course of business, Venbo is involved in legal procedures and
claims with both private and governmental parties. At December 31, 1996,
contingencies for labor, civil and fiscal claims exist for a total gross amount
of approximately R$145,000. The balance sheet at December 31, 1996 contains a
provision for these claims.

NOTE 14--SHAREHOLDERS' EQUITY

PREFERRED STOCK

The Board of Directors of the Company is empowered, without shareholder
approval, to issue up to 5,000 shares of "blank check" preferred stock (the
"Preferred Stock") with dividend, liquidation, conversion, voting or other
rights which could adversely affect the voting power or other rights of the
holders of the Company's Common Stock. As of December 31, 1996, no preferred
stock has been issued.

COMMON STOCK

In March 1996, the Company completed a Private Placement of 3,115,701 shares
of its common stock at $3.20 per share, resulting in net proceeds to the Company
of approximately $10,000,000.

F-37
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
(FORMERLY TRINITY AMERICAS INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(EXPRESSED IN CURRENCY OF CONSTANT PURCHASING POWER AT MARCH 31, 1997)

NOTE 14--SHAREHOLDERS' EQUITY (CONTINUED)

At the Closing of the Acquisition, the Company issued 1,046,422 shares of
its common stock to Shampi valued at $3,348,550, in exchange for the assignment
by Shampi to the Company of Shampi's right to acquire the outstanding quotas of
Venbo.

In September 1996, the Company closed a private placement of 621,250 units
(the "Private Placement Units"). Each Private Placement Unit consisted of two
shares of the Company's common stock and one warrant to purchase one share of
common stock at an exercise price of $5.50 through September 20, 2001. The
Company received net proceeds exclusive of related expenses of approximately
$4,854,000.

STOCK OPTION PLAN

On September 18, 1992, the Company's Board of Directors and a majority
interest of the shareholders of the Company approved the Trinity Americas Inc.
1992 Stock Option Plan (the "Plan"). The Plan was subsequently amended and
restated on October 27, 1995.

The Plan, as amended and restated, authorizes the granting of awards, the
exercise of which would allow up to an aggregate of 500,000 shares of the
Company's common stock to be acquired by the holders of said awards. The awards
can take the form of Incentive Stock Options ("ISOs") or Non-qualified Stock
Options ("NQSOs"). Options may be granted to employees, directors and
consultants. ISOs and NQSOs are granted in terms not to exceed ten years and
become exercisable as set forth when the award is granted. Options may be
exercised in whole or in part. The exercise price of the ISOs must be at least
equal to the fair market price of the Company's common stock on the date of
grant or in the case of a plan participant who is granted ISOs and possesses
more than 10% of the voting rights of the Company's outstanding common stock
must be granted an option price with at least 110% of the fair market value on
the date of grant and the option must be exercised within five years from the
date of grant. The exercise price of all NQSOs granted under the Plan shall be
determined by the Board of Directors of the Company at the time of grant. No
options may be granted under the Plan after September 17, 2002.

The Company accounts for awards granted to employees and directors under APB
No. 25, under which no compensation cost has been recognized for stock options
granted. Had compensation costs of these stock options been determined
consistent with SFAS No. 123, the Company's net income and earnings per share
would have been reduced to the following pro forma amounts:

<TABLE>
<CAPTION>
1996
---------------
<S> <C>
Net income (loss) as reported................................................ (R$ 5,153,000)
Net income (loss) pro forma.................................................. (R$ 5,824,942)
Primary loss per share as reported........................................... (R$.67)
Primary loss per share pro forma............................................. (R$.75)
</TABLE>

The effects of applying SFAS 123 in this pro forma disclosure are not
indicative of future amounts. SFAS does not apply to awards prior to 1995, as
additional awards in future years are anticipated. No amounts are shown for 1995
as no options were issued during that time.

F-38
<PAGE>

BRAZIL FAST FOOD CORP. AND SUBSIDIARIES
(FORMERLY TRINITY AMERICAS INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(EXPRESSED IN CURRENCY OF CONSTANT PURCHASING POWER AT MARCH 31, 1997)

NOTE 14--SHAREHOLDERS' EQUITY (CONTINUED)

All transactions with individuals other than those considered employees, as
set forth within the scope of APB No. 25, must be accounted for under the
provisions of SFAS No. 123 during 1996, no options were granted to outside
consultants.

Vesting terms of the options range from immediately vesting of all options
to a ratable vesting period of 5 1/2 years. Option activity for the years ended
December 31, 1996 and 1995 is summarized as follows:

<TABLE>
<CAPTION>
1996
--------------------------
WEIGHTED
AVERAGE
SHARES EXERCISE PRICE
--------- ---------------
<S> <C> <C>
Outstanding at beginning of year
Options granted................................................... 465,000 $ 4.71
Options exercised................................................. -- --
Options canceled.................................................. -- --
---------
Outstanding at end of year.......................................... 465,000 $ 4.71
---------
---------
Exercisable at end of year.......................................... 135,000 $ 3.80
---------
---------
</TABLE>

<TABLE>
<CAPTION>
WEIGHTED AVERAGE WEIGHTED AVERAGE
FAIR MARKET VALUE EXERCISE PRICE
------------------- -----------------
<S> <C> <C>
Options granted at a discount............................ $ 4.53 $ 4.81
Options granted at fair market value..................... $ 3.56 $ 3.94
Options granted at a premium............................. $ 4.60 $ 5.16
</TABLE>

At December 31, 1996, there were 35,000 shares available for grant under the
Plan.

The fair value of each option grant is estimated on the date of grant using
the Black Scholes option pricing model with the following weighted average
assumptions used for grants in 1996: risk-free interest rate of 6.26%; no
expected divided yield; expected lives of 5 years; and no expected stock price
volatility of 142%.

The following table summarizes information about stock options outstanding
at December 31, 1996:

<TABLE>
<CAPTION>
NUMBER WEIGHTED NUMBER
OUTSTANDING AVERAGE WEIGHTED EXERCISABLE WEIGHTED
RANGE OF AT REMAINING AVERAGE AT AVERAGE
EXERCISE DECEMBER 31, CONTRACTUAL EXERCISE DECEMBER 31, EXERCISE
PRICES 1996 LIFE PRICE 1996 PRICE
- -------------- -------------- --------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
$3.25-$4.88.. 160,000 4.64 $ 3.87 $ 100,000 $ 3.33
4.89- 5.25.. 305,000 4.22 5.15 35,000 5.15
- -------------- ------- --- ----- ------------- -----
3.25- 5.25.. 465,000 4.37 $ 4.71 135,000 $ 3.80
</TABLE>

NOTE 15--SUBSEQUENT EVENT

During the first four months of 1997, the Company sold an aggregate of
400,000 shares of its Common Stock in unrelated transactions to two Brazilian
banks respectively, and one European institutional investor, from which the
Company derived net proceeds of $1,210,000.

F-39
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses in connection with the
offering described in the Registration Statement:

<TABLE>
<S> <C>
Registration Fee................................................ $2,632.03
Accounting Fees and Expenses.................................... 15,000.00
Legal Fees and Expenses......................................... 30,000.00
Printing and Reproduction....................................... 3,000.00
Miscellaneous................................................... 2,367.97
---------
Total Expenses.................................................. $50,000.00
---------
---------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article SEVENTH of the Certificate of Incorporation of Brazil Fast Food
Corp. (the "Registrant") provides with respect to the indemnification of
directors and officers that the Registrant shall indemnify to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, as amended
from time to time, each person that such Section grants the Registrant power to
indemnify. Article TENTH of the Certificate of Incorporation of the Registrant
also provides that no director shall be liable to the corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except with respect to (1) a breach of the director's duty of loyalty to the
corporation or its stockholders, (2), acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the Delaware General Corporation Law or (4) a
transactions from which the director derived an improper personal benefit, it
being the intention of the foregoing provision to eliminate the ability of the
corporation's directors to the corporation or its stockholders to the fullest
extent permitted by Section 102(b)(7) of Delaware General Corporation Law, as
amended from time to time.

Section 145 of Delaware Corporation Law provides, inter alia, that to the
extent a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding, whether civil, criminal, administrative or investigative or in
defense of any claim, issue, or matter therein (hereinafter, a "Proceeding"), by
reason of the fact that he is or was a director, officer, employee or agent of a
corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise (collectively an "Agent" of the
corporation), he shall be indemnified against expenses (including attorney's
fees) actually and reasonably incurred by him in connection therewith.

Section 145 also provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened
Proceeding by reason of the fact that he is or was an Agent of the corporation,
against expenses (including attorney's fees) judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; provided, however, that in
an action by or in the right of the corporation, the corporation may not
indemnify such person in respect of any claim, issue, or matter as to which he
is adjudged to be liable to the corporation unless, and only to the extent that,
the Court of Chancery or the court in which such proceeding was brought
determines that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is reasonably entitled to indemnity.

II-1
<PAGE>
ITEM 16. EXHIBITS

<TABLE>
<S> <C>
5 Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C.
23(a) Consent of Arthur Andersen LLP
23(b) Consent of KPMG Peat Marwick
23(c) Consent of Cooperman Levitt Winikoff Lester & Newman, P.C. (included
in Exhibit 5 hereof)
24 Power of Attorney (included in the signature page hereto)
</TABLE>

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) That for the purpose of determining any liability under the Securities
Act of 1933, as amended (the "Securities Act"), each post-effective amendment
that contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(2) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement.

(3) To remove from registration any means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4) That, for purposes of determining any liability under the Securities
Act, each filing of Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
that is incorporated by reference in the Registration Statement, shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Registrant
pursuant to Item 15 of this Part II to the Registration Statement, or otherwise,
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against the public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

II-2
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City and State of Rio de Janeiro, Country of Brazil, on
the 2nd day of June, 1997.

BRAZIL FAST FOOD CORP.

BY: /S/ ROGERIO CARLOS LAMIM BRAZ
-----------------------------------------
Rogerio Carlos Lamim Braz
PRESIDENT

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter van Voorst Vader and Lawrence Burstein, and
each of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, 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 and agents, and each of them, 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 he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:

SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------

/s/ PETER VAN VOORST VADER Chief Executive Officer
- ------------------------------ (Principal Executive June 2, 1997
Peter van Voorst Vader Officer) and Director

/s/ MARCOS BASTOS ROCHA Chief Financial Officer
- ------------------------------ (Principal Financial and June 2, 1997
Marcos Bastos Rocha Accounting Officer)

/s/ OMAR CARNEIRO DA CUNHA Chairman of the Board
- ------------------------------ June 2, 1997
Omar Carneiro da Cunha

/s/ IAN S. BARNETT Director
- ------------------------------ June 2, 1997
Ian S. Barnett

/s/ LAWRENCE BURSTEIN Director
- ------------------------------ June 2, 1997
Lawrence Burstein

Director
- ------------------------------
Jose Ricardo Bousquet Bomeny

II-3

<PAGE>
EXHIBIT 5

[Letterhead of]
COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN P.C.
800 Third Avenue
New York, New York 10022

June 2, 1997

Brazil Fast Food Corp.
Praia do Flamengo
200-22o. Andar
CEP 22210-030 Rio de Janeiro
Federative Republic of Brasil

Re: Registration Statement on Form S-3
Under the Securities Act of 1933

Ladies and Gentlemen:

In our capacity as counsel to Brazil Fast Food Corp., a Delaware corporation
(the "Company"), we have been asked to render this opinion in connection with a
Registration Statement on Form S-3, as amended, being filed contemporaneously
herewith by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Registration Statement"), covering (i)
an aggregate of 3,162,500 shares of common stock, $.0001 par value (the "Common
Stock"), of the Company which are being offered for resale by the several
persons whose respective names are set forth under the caption "Selling
Stockholders" in the prospectus comprising a portion of the Registration
Statement (collectively, the "Stock") and (ii) an aggregate of 621,250 shares of
Common Stock of the Company (collectively, the "Contingent Stock") that may be
offered for sale by all but one of the Selling Stockholders subsequent to their
issuance upon future exercises of currently outstanding warrants (collectively,
the "Warrants") owned by such Selling Stockholders.

In that connection, we have examined the Certificate of Incorporation, as
amended, and the By-Laws of the Company, the Registration Statement, corporate
proceedings of the Company relating to the issuance of the Stock and such other
instruments and documents as we have deemed relevant under the circumstances.

In making the aforesaid examinations, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies furnished to
us as original or photostatic copies. We have also assumed that the corporate
records furnished to us by the Company include all corporate proceedings taken
by the Company to date.

Based upon and subject to the foregoing, we are of the opinion that:

(1) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.

(2) The Stock has been duly and validly authorized and is validly
issued, fully paid and non-assessable.

(3) The Contingent Stock has been duly and validly authorized and, when
issued and paid for in accordance with the terms of the Warrants, will be
validly issued, fully paid and non-assessable.

We hereby consent to the use of our opinions as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Opinion" in the prospectus forming a part of the Registration
Statement.

Very truly yours,
COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C.

BY: /S/ IRA ROXLAND
-----------------------------------------
A Member of the Firm

<PAGE>

EXHIBIT 23(A)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
report (and all references to our Firm) included in or made a part of this
registration statement.

/s/ Arthur Andersen LLP

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

ARTHUR ANDERSEN LLP

New York, New York
May 23, 1997

<PAGE>

EXHIBIT 23(B)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Directors and Shareholders of

Venbo Comercio de Alimentos Ltda.:

We consent to the inclusion or incorporation by reference in the
registration statement on Form S-3 of Brazil Fast Food Corp of our report dated
March 12, 1996, except for Note 20 which is as of March 26, 1996 and the second
paragraph of Note 3a, the first and fourth paragraph of Note 3b and Note 3d
which are as of May 8, 1997, with respect to the balance sheets of Venbo
Comercio de Alimentos Ltda. as of December 31, 1995 and 1994 and the related
statements of operations, cash flows and changes in shareholders' equity for
each of the years in the three-year period ended December 31, 1995 and to the
reference to our firm under the heading "Experts" in the prospectus.

Such report contains an explanatory paragraph which cites Venbo's dependence
on past and continuing financial support of its then sole shareholder.

/s/ KPMG Peat Marwick

Sao Paulo, Brazil

May 8, 1997