U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                   Form 10-KSB
(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

     For the fiscal year ended December 31, 2001

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the transition period from _______________ to ________________

Commission File No.:  333-70868



                            Burgers By Farfour, Inc.
                  --------------------------------------------
               (Name of small business registrant in its charter)

     Florida                                                    65-1129569
----------------------                                     --------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                              Identification No.)

6166-1 Riverwalk Lane
Jupiter, FL                                                       33458
--------------------------                                 --------------------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number: (561) 832-1919

Securities registered under Section 12(b) of the Exchange Act:

   Title of each class                                Name of each exchange
                                                       on which registered
        None
----------------------------                         -------------------------

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 par value
                                (Title of class)
                               -------------------

Copies of Communications Sent to:

                                Frank G. Dickey
                                1050 Chinoe Road, Suite 304
                                Lexington, KY 40502
                                (859) 268-4446 (Phone)
                                (859) 268-4677 (Fax)


<PAGE>



     Check whether the registrant (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                  Yes  X                 No
                     -----                 -----

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     State registrant's revenues for its most recent fiscal year. $0.

     The   aggregate   market  value  of  the  voting   common  equity  held  by
non-affiliates as of a recent date cannot be determined, as the Company's common
stock is neither  quoted or traded  publicly.  No  non-voting  common  equity is
outstanding.

                                     PART I

Item 1. Description of Business

         Business Development

     Certain  statements  contained in this annual  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

     Such factors include, among others, the following: international,  national
and local  general  economic and market  conditions:  demographic  changes;  the
ability of the Company to sustain, manage or forecast its growth; the ability of
the Company to successfully make and integrate acquisitions;  raw material costs
and availability; new product development and introduction;  existing government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

     Given these  uncertainties,  readers of this Form 10-KSB and  investors are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any revisions to any of the forward-  looking  statements
contained herein to reflect future events or developments.

     Burgers By Farfour,  Inc. (the "Company" or "BBF") was incorporated on July
31, 2001 in the State of Florida with a business  plan of marketing  the concept
of a national "fast food" restaurant chain to children and young adults,  with a
menu of fresh burgers, fries and sandwiches.

     The Company  relied upon Section  4(2) of the  Securities  Act of 1933,  as
amended (the "Act") and Rule 506 of Regulation D promulgated  thereunder  ("Rule
506") for recent  issuances of its  unregistered  securities.  In each instance,
such  reliance  was based upon the fact that (i) the  issuance of the shares did
not involve a public  offering,  (ii) there were no more than  thirty-five  (35)
investors (excluding "accredited investors"), (iii) each investor who was not an
accredited  investor  either alone or with his purchaser  representative(s)  has
such  knowledge  and  experience  in financial  and business  matters that he is
capable of evaluating the merits and risks of the prospective investment, or the
issuer  reasonably  believes  immediately  prior to  making  any sale  that such
purchaser comes within this description,  (iv) the offers and sales were made in
compliance  with Rules 501 and 502, (v) the securities  were subject to Rule 144
limitations on resale and (vi) each of the parties was a sophisticated purchaser
and had full  access to the  information  on the  Company  necessary  to make an
informed  investment  decision by virtue of the due  diligence  conducted by the
purchaser or  available  to the  purchaser  prior to the  transaction  (the "506
Exemption").

     In  August  2001,  Lauren  Farfour  was  issued  1,750,000  shares  of  the
restricted  common stock of the Company in connection  with  organizing  BBF, in
exchange for services,  the business plan of BBF and BBF's web site,  trade name
and domain names.  For such issuance,  the Company relied upon the 506 Exemption
and Section 517.061(11) of the Florida Code. See Part I, Item 1. "Description of
Business - (b) Business of  Registrant - Employees and  Consultants";  Part III,
Item 10. "Executive Compensation - Employee Contracts and Agreements"; Part III,
Item 11. "Security  Ownership of Certain Beneficial Owners and Management";  and
Part III, Item 12. "Certain Relationships and Related Transactions".

     In  August  2001,  the  Company  issued  200,000  shares  of the  Company's
restricted common stock to Frank G. Dickey, counsel to BBF in exchange for legal
services.  For such  issuance,  the Company  relied upon the 506  Exemption  and
Section  292.410(1)(i) of the Kentucky Code. See Part I, Item 1. "Description of
Business - (b) Business of  Registrant - Employees and  Consultants";  Part III,
Item 11. "Security  Ownership of Certain Beneficial Owners and Management";  and
Part III, Item 12. "Certain Relationships and Related Transactions".

     The Company filed a Registration Statement on Form SB-2, which was declared
effective by the  Securities and Exchange  Commission on January 4, 2002.  Since
that time, the Company has received a total of $8,500 pursuant to  subscriptions
under the Registration Statement.

     See (b) "Business of Registrant" immediately below for a description of the
Company's business.




                                        2

<PAGE>


     Business of Registrant

     General

     BBF has no current  operations at the present time. Its business plan is to
establish a regional chain of fast food restaurants.  BBF restaurants will offer
a variety of  hamburgers,  finger  foods and side items.  The core of BBF's menu
will be its  hamburger  products.  BBF will also  offer  value-  priced  product
alternatives  to  compete  against  price-oriented  competitors.  BBF's  plan of
operations  includes the intention to offer quality products with high perceived
value;  fast and  friendly  customer  service;  to develop a strong brand image,
Burgers By Farfour and to target an attractive demographic segment. All of these
operations  are  operations  that we hope to  achieve,  but may not.  BBF has no
actual  business or  operations  at this time,  other than the  formation of its
business plan and this offering.

     The  initial  prototype  restaurant  will  require  leasing of a  facility,
preferably  with  existing   equipment,   otherwise  with  leased  or  purchased
equipment.  Labor costs attributable to training, set- up and initial operations
is included  (See "Use of  Proceeds")  Palm Beach  County,  Florida  will be the
initial geographical area for a location. If successful,  additional restaurants
extending  north along the coast of Florida,  Georgia,  North Carolina and South
Carolina will be opened.

Restaurant Operations

     All of the planned  operations  described in this  prospectus  are entirely
aspirational  at this point,  and depend on BBF raising a  sufficient  amount of
capital to dedicate  financial  resources to each element of its business  plan.
There can be no  assurance  that any  capital  at all will be  raised  from this
offering,  but if  significant  capital is raised,  resources will be devoted to
ensure  that all BBF  restaurants  which BBF  plans to  develop  will  offer the
highest quality food and service.  Emphasis will be placed on delivering quality
ingredients to all restaurants,  that restaurant food production systems will be
continuously  developed  and improved,  and all  employees  will be dedicated to
delivering  consistently high quality food and service. BBF will standardize the
specifications  for the  preparation  and  service of its food,  the conduct and
appearance of its  employees,  and the  maintenance  and repair of its premises.
Each BBF restaurant will be operated by a company- employed manager who normally
will receive a minimum of eight weeks of management training, which will include
classroom training and on-the-job training in an BBF restaurant.  The restaurant
manager will be  responsible  for the  operation of the  restaurants,  including
product quality, food handling safety,  cleanliness,  service,  inventory,  cash
control and the conduct and appearance of employees. Restaurant managers will be
supervised by regional managers, who will report directly to BBF management. BBF
will  establish a performance  bonus system to award managers at all levels with
bonus compensation based on profit achievement.  BBF will employ a point of sale
computerized  reporting  and cash  register  system for its  restaurants,  which
provides points of sale transaction data and accumulates marketing  information.
Sales data will be collected and analyzed on a weekly basis by management.

Planned Advertising and Promotion

     As part of its plan of  operations,  which is dependent upon the raising of
sufficient  capital,  BBF  hopes  to  engage  in a  marketing  program,  both in
conjunction with before and after the opening of new restaurant  locations,  and
on an ongoing  basis,  to build the brand name,  "Burgers By Farfour,"  BBF will
emphasize local, low cost advertising on cable television and radio in the areas
in which new restaurants are planned to be developed. This will be combined with
a direct mail  campaign in the area.  BBF intends to take full  advantage of the
exploitation of its name in its advertising campaign. For example:

                                        3

<PAGE>



     1. When the site of the new BBF  restaurant is decided upon, BBF will place
billboard  advertisements  in the area  advertising  that "Burgers By Farfour is
coming to your city."

     2. Each construction site will be surrounded by construction barriers which
will be posted with "Burgers By Farfour"  posters.  Each poster will bear a toll
free telephone  number,  which will have recorded  information  about Burgers By
Farfour. Every caller will receive a coupon for a discount on a BBF food item.

     3. Posters will be mailed to residents in the area of the new restaurants.

     4. BBF will contact local PTA organizations, and offer "PTA nights" at BBF,
where  parents and children can work together in a BBF  restaurant,  and half of
all  revenue  after  expenses  will go to the PTA,  to be used to benefit  local
schools. BBF will emphasize these programs in its local advertising.

     5.  After a  sufficient  number of BBF  restaurants  are  opened,  BBF will
supplement its local  advertising with national  advertising to promote "Burgers
By Farfour" as a nationally known brand.

Status of Publicly Announced Products and Services

         None.

Competition

     The Company faces competition from large,  well-established  companies with
considerably  greater financial,  marketing,  sales and technical resources than
those available to the Company. Additionally,  many of the Company's present and
potential competitors have capabilities that may allow such competitors to offer
its  products  at prices  which may compete  with the  Company's  products.  The
Company's  products  could  be  made  uneconomical  by the  introduction  of new
products,  changes affecting the cost of packaging and shipping, or marketing or
pricing  actions  by one or more of the  Company's  competitors.  The  Company's
business,  financial  condition  or results of  operations  could be  materially
adversely  affected  by  one or  more  of  such  developments.  There  can be no
assurance that the Company will be able to compete  successfully against current
or future  competitors  or that  competition  will not have an material  adverse
effect on the Company's business, financial condition or results of operations.

     The fast food  restaurant  industry is highly  competitive  with respect to
price,  service,  location and food quality, and there are many well-established
competitors.  Certain factors, such as substantial price discounting,  increased
food,  labor and benefits costs and the  availability of experienced  management
and hourly employees may adversely  affect the fast food restaurant  industry in
general and BBF in particular.  BBF will compete with a large number of national
and regional fast food  restaurant  chains.  Most of the  potential  competitors
which own fast food restaurant chains have financial  resources superior to BBF,
so there can be no assurance that BBF's projected income will not be affected by
its competition. BBF expects this competition to increase.

                                        4

<PAGE>



Companies  such as  Foodmaker,  Inc.,  Burger King,  McDonalds and Taco Bell all
offer fast food restaurants.

Sources and Availability of Raw Materials

     The  materials  needed to produce the  Company's  products and services are
widely  available  from  numerous  third  parties  for rent or for  sale.  These
materials include fast food preparation and service equipment,  paper and office
supplies as well as computers for management purposes.  No shortage of materials
is expected in the foreseeable future.

Dependence on one or few customers

         None.

Research and Development

     BBF has not booked  any  significant  research  and  development  costs and
therefore  do not  expect  to pass any of those  costs to  customers.  It has no
product development or research and development costs.

Patents, Copyrights and Trademarks

     The Company  intends to protect its  original  intellectual  property  with
patents, copyrights and/or trademarks as appropriate.

     BBF intends to file an application for service mark  registration  with the
U.S. Patent and Trademark Office trademark  protection of the mark,  "Burgers By
Farfour,". There can be no assurance that the mark will be granted registration.
BBF has no patents or other intellectual property.

Governmental Regulation

     Each BBF restaurant  will be subject to regulation by federal  agencies and
to licensing and regulation by state and local health, sanitation,  safety, fire
and other  departments.  Difficulties  or failures  in  obtaining  any  required
licensing or approval could result in delays or  cancellations in the opening of
new restaurants.

     BBF will also be subject to the Fair Labor  Standards Act and various state
laws  governing  such  matters  as minimum  wages,  overtime  and other  working
conditions.  A  significant  number  of  BBF's  employees  will be paid at rates
related to the federal and state  minimum wage and increases in the minimum wage
will increase BBF's labor costs.

     In addition  various  proposals  which would  require  employers to provide
health  insurance for all of their  employees are being  considered from time to
time in the  U.S.  Congress  and  various  states.  The  imposition  of any such
requirement  would have a material adverse impact on the planned  operation s of
BBF and the financial condition of the fast food restaurant industry.


                                        5

<PAGE>



     BBF  will be  subject  to  certain  guidelines  under  the  Americans  with
Disabilities  Act of 1990 (ADA),  and various state codes and regulations  which
require  restaurants  to provide full and equal access to persons with  physical
disabilities.  BBF will also be subject to various  evolving  federal  state and
local  environmental laws governing,  among other things,  emissions to the air,
discharge  to waters  and the  generation,  handling,  storage,  transportation,
treatment and disposal of hazardous and no-hazardous substances and wastes.

Effect of Probable Governmental Regulation on the Business

         None.

Cost and Effects of Compliance with Environmental Laws

         None.

Employees and Consultants

     At December 31, 2001, the Company employed one (1) person.  Lauren Farfour,
BBF's sole executive officer and director,  devotes approximately ten (10) hours
per week to company activities.  BBF has no written employment contract.  She is
not  represented  by a labor union for purposes of  collective  bargaining.  The
Company  considers its relations with its employee to be excellent.  The Company
may employ additional personnel,  as necessary,  to accommodate future sales and
production requirements.

     In  August  2001,  Lauren  Farfour  was  issued  1,750,000  shares  of  the
restricted  common stock of the Company in connection  with  organizing  BBF, in
exchange for services,  the business plan of BBF and BBF's web site,  trade name
and domain names.  For such issuance,  the Company relied upon the 506 Exemption
and Section  517.061(11) of the Florida Code. See Part III, Item 10.  "Executive
Compensation - Employee Contracts and Agreements";  Part III, Item 11. "Security
Ownership of Certain  Beneficial Owners and Management";  and Part III, Item 12.
"Certain Relationships and Related Transactions".

     In  August  2001,  the  Company  issued  200,000  shares  of the  Company's
restricted common stock to Frank G. Dickey, counsel to BBF in exchange for legal
services.  For such  issuance,  the Company  relied upon the 506  Exemption  and
Section  292.410(1)(i)  of the Kentucky Code.  See Part III, Item 11.  "Security
Ownership of Certain  Beneficial Owners and Management";  and Part III, Item 12.
"Certain Relationships and Related Transactions".

Item 2. Description of Property

     The Company  maintains  its  executive  offices at 6166-1  Riverwalk  Lane,
Jupiter,  FL 33458.  Its  telephone  number is (561)  832-1919 and its facsimile
number is (561) 832-4949.

     BBF has its offices located at 6166-1  Riverwalk Lane,  Jupiter,  FL 33458,
the home of Lauren  Farfour.  The arrangement is on a month to month basis at no
charge to BBF.

Item 3. Legal Proceedings

                                        6

<PAGE>




     The  Company is not a party to any pending  litigation  at this time nor is
any of its property subject to any pending legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders

         None.

Part II

Item 5. Market for Common Equity and Related Stockholder Matters.

     a)   Market Information.

     The  Company  is not aware of any  existing  trading  market for its common
stock. The Company's common stock has never traded in a public market. There are
no plans,  proposals,  arrangements  or  understandings  with any person(s) with
regard  to  the  development  of a  trading  market  in  any  of  the  Company's
securities.

     b)   Holders.

     As of  December  31,  2000,  there  were two (2)  holders  of record of the
Company's common stock.

     As of December 31,  2001,  the Company had  1,950,000  shares of its common
stock issued and  outstanding,  all of which were restricted Rule 144 shares and
none of which were  free-trading.  Of the Rule 144  shares,  no shares have been
held by affiliates of the Company for more than one (1) year.

     (c)  Dividends.

     The Company has never paid or declared  any  dividends  on its common stock
and does not anticipate paying cash dividends in the foreseeable future.

Item 6. Management's Discussion and Analysis

     Certain  statements  contained in this annual  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

     Such factors include, among others, the following: international,  national
and local  general  economic and market  conditions:  demographic  changes;  the
ability of the Company to sustain, manage or forecast its growth; the ability of
the Company to successfully make and integrate acquisitions;  raw material costs
and availability; new product development and

                                        7

<PAGE>



introduction;  existing government regulations and changes in, or the failure to
comply with, government regulations; adverse publicity; competition; the loss of
significant  customers or suppliers;  fluctuations and difficulty in forecasting
operating results;  changes in business strategy or development plans;  business
disruptions;  the ability to attract and retain qualified personnel; the ability
to  protect  technology;  and  other  factors  referenced  in this and  previous
filings.

     Given these  uncertainties,  readers of this Form 10-KSB and  investors are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

         Discussion and Analysis

     The Company was  incorporated on July 31, 2001 in the State of Florida with
a business  plan of marketing the concept of a national  "fast food"  restaurant
chain to children  and young  adults,  with a menu of fresh  burgers,  fries and
sandwiches.

     The Company has begun to make  preparations  for a period of growth,  which
may  require it to  significantly  increase  the scale of its  operations.  This
increase will include the hiring of additional personnel in all functional areas
and will result in  significantly  higher  operating  expenses.  The increase in
operating  expenses  is  expected  to be matched  by a  concurrent  increase  in
revenues. However, the Company's net loss may continue even if revenues increase
and  operating  expenses  may  still  continue  to  increase.  Expansion  of the
Company's operations may cause a significant strain on the Company's management,
financial and other  resources.  The Company's  ability to manage recent and any
possible  future  growth,  should  it  occur,  will  depend  upon a  significant
expansion  of its  accounting  and other  internal  management  systems  and the
implementation  and subsequent  improvement of a variety of systems,  procedures
and controls. There can be no assurance that significant problems in these areas
will not occur. Any failure to expand these areas and implement and improve such
systems,  procedures  and controls in an efficient  manner at a pace  consistent
with  the  Company's  business  could  have a  material  adverse  effect  on the
Company's business,  financial condition and results of operations.  As a result
of  such  expected  expansion  and the  anticipated  increase  in its  operating
expenses,  as well as the difficulty in forecasting  revenue levels, the Company
expects to continue to  experience  significant  fluctuations  in its  revenues,
costs and gross margins, and therefore its results of operations.

Results of Operations - For the Year Ended December 31, 2001

Revenues

     To date the Company has had no revenues.

     The Company  currently  has no contracts in place.  Therefore,  there is no
assurance that the Company will be able to  successfully  implement its business
plan.


                                        8

<PAGE>



Operating Expenses

General and Administrative

     Since  inception,  the Company  has spent $0 on general and  administrative
expenses.

Assets and Liabilities

     Assets were $0 as of December 31, 2001.  Liabilities were $0 as of December
31, 2001.

Stockholders' Equity

     Stockholders' equity was $0 as of December 31, 2001.

Financial Condition, Liquidity and Capital Resources

     The Company may raise  additional  capital  through  private  and/or public
sales of securities in the future but has no definite commitments at this time.

Item 7. Financial Statements

     The required  consolidated  financial  statements begin on page F-1 of this
document.


                          INDEX TO FINANCIAL STATEMENTS




Independent Auditors' Report.................................................F-2

Balance Sheet................................................................F-3

Statements of Operations.....................................................F-4

Statements of Stockholders' Equity...........................................F-5

Statements of Cash Flows.....................................................F-6

Notes to Financial Statement.................................................F-7










<PAGE>



                          INDEPENDENT AUDITORS' REPORT





The Board of Directors and Stockholders
Burgers by Farfour, Inc.
(A Development Stage Enterprise)
Palm Beach, Florida

We have audited the  accompanying  balance sheet of Burgers by Farfour,  Inc., a
development  stage  enterprise,  as  of  December  31,  2001,  and  the  related
statements  of  operations,  stockholders'  equity and cash flows for the period
from July 31, 2001  (Inception)  through  December  31,  2001.  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 auditing standards  generally accepted
in the United States. 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 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 Burgers by Farfour, Inc. as of
December 31, 2001 and the results of its  operations  and its cash flows for the
period from July 31, 2001  (Inception)  through December 31, 2001, in conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 5 to the
financial  statements,  the Company has experienced a loss since inception.  The
Company's financial position and operating results raise substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters are also  described in Note 5. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.





/s/Durland & Company, CPAs, P.A.
Durland & Company, CPAs, P.A.
Palm Beach, Florida
April 12, 2002






                                       F-2

<PAGE>



<TABLE>
<CAPTION>
                            Burgers by Farfour, Inc.
                        (A Development Stage Enterprise)
                                  Balance Sheet




                                                                                   December 31, 2001
                                                                                -----------------------
<S>                                                                             <C>
          ASSETS
CURRENT ASSETS
  Cash                                                                          $                     0
                                                                                -----------------------

          Total current assets                                                                        0
                                                                                -----------------------

Total Assets                                                                    $                     0
                                                                                =======================

          LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable
     Trade                                                                      $                     0
     Related party                                                                                    0
                                                                                -----------------------

          Total current liabilities                                                                   0
                                                                                -----------------------

Total Liabilities                                                                                     0
                                                                                -----------------------

STOCKHOLDERS' EQUITY
  Preferred stock, no par value, authorized 10,000,000 shares;
      0 issued and outstanding                                                                        0
  Common stock, $0.001 par value, authorized 100,000,000 shares;
      1,950,000 issued and outstanding                                                            1,950
  Additional paid-in capital                                                                          0
  Deficit accumulated during the development stage                                               (1,950)
                                                                                -----------------------

          Total stockholders' equity                                                                  0
                                                                                -----------------------

Total Liabilities and  Stockholders' Equity                                     $                     0
                                                                                =======================
</TABLE>










     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>



<TABLE>
<CAPTION>
                            Burgers by Farfour, Inc.
                        (A Development Stage Enterprise)
                            Statements of Operations




                                                                                         From
                                                                                     July 31, 2001
                                                                                      (Inception)
                                                                                        through
                                                                                   December 31, 2001
                                                                                -----------------------
<S>                                                                             <C>
Revenues                                                                        $                     0
                                                                                -----------------------

General and administrative expenses                                                                   0
Legal fees                                                                                          200
Services - related party                                                                          1,750
                                                                                -----------------------

   Total expenses                                                                                 1,950
                                                                                -----------------------

Net loss                                                                        $                (1,950)
                                                                                =======================

Loss per weighted average common share                                          $                (0.001)
                                                                                =======================

Number of weighted average common shares outstanding                                          1,950,000
                                                                                =======================
</TABLE>















     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>



<TABLE>
<CAPTION>
                            Burgers by Farfour, Inc.
                        (A Development Stage Enterprise)
                       Statements of Stockholders' Equity




                                                                                        Deficit
                                                                                      Accumulated
                                                                      Additional       During the         Total
                                        Number of        Common         Paid-In       Development     Stockholders'
                                          Shares         Stock          Capital          Stage           Equity
                                       ------------- -------------- --------------- ---------------- ---------------
<S>                                     <C>          <C>            <C>             <C>              <C>
BEGINNING BALANCE, July 31, 2001                   0 $            0 $             0 $              0 $             0

 Shares issued for services                1,950,000          1,950               0                0           1,950

Net loss                                           0              0               0           (1,950)         (1,950)
                                       ------------- -------------- --------------- ---------------- ---------------

ENDING BALANCE, December 31, 2001          1,950,000 $        1,950 $             0 $         (1,950)$             0
                                       ============= ============== =============== ================ ===============
</TABLE>












     The accompanying notes are an integral part of the financial statements


                                       F-5

<PAGE>



<TABLE>
<CAPTION>
                            Burgers by Farfour, Inc.
                        (A Development Stage Enterprise)
                            Statements of Cash Flows




                                                                                         From
                                                                                     July 31, 2001
                                                                                      (Inception)
                                                                                        through
                                                                                   December 31, 2001
                                                                                -----------------------
<S>                                                                             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                        $                (1,950)
Adjustments to reconcile net loss to net cash used by operating activities:
        Stock issued for services                                                                 1,950
Changes in operating assets and liabilities
        Increase (decrease) in accounts payable - trade                                               0
        Increase (decrease) in accounts payable - related party                                       0
                                                                                -----------------------

Net cash used by operating activities                                                                 0
                                                                                -----------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                                                0
                                                                                -----------------------

Net cash provided by financing activities                                                             0
                                                                                -----------------------

Net increase (decrease) in cash                                                                       0
                                                                                -----------------------

CASH, beginning of period                                                                             0
                                                                                -----------------------

CASH, end of period                                                             $                     0
                                                                                =======================
</TABLE>












     The accompanying notes are an integral part of the financial statements


                                       F-6

<PAGE>




                            Burgers by Farfour, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements


(1)  The Company Burgers by Farfour,  Inc. (the Company) is a Florida  chartered
     development stage corporation which conducts business from its headquarters
     in Palm Beach,  Florida.  The Company was incorporated on July 31, 2001 and
     has elected December 31 as its fiscal year end.

     The Company has not yet engaged in its expected  operations.  The Company's
     future operations include plans to establish a new fast food chain. Current
     activities   include  raising   additional  capital  and  negotiating  with
     potential  key  personnel and  facilities.  There is no assurance  that any
     benefit will result from such activities.  The Company will not receive any
     operating   revenues  until  the  commencement  of  operations,   but  will
     nevertheless continue to incur expenses until then.

     The  following  summarize  the more  significant  accounting  and reporting
policies and practices of the Company:

     a)  Use of  estimates  The  financial  statements  have  been  prepared  in
     conformity with generally accepted accounting principles.  In preparing the
     financial  statements,   management  is  required  to  make  estimates  and
     assumptions  that affect the reported  amounts of assets and liabilities as
     of the date of the  statements  of  financial  condition  and  revenues and
     expenses for the year then ended.  Actual results may differ  significantly
     from those estimates.

     b)  Start-Up  costs Costs of start-up  activities,  including  organization
     costs,  are expensed as incurred,  in accordance with Statement of Position
     (SOP) 98-5.

     c) Net loss per share  Basic  loss per  weighted  average  common  share is
     computed by dividing the net loss by the weighted  average number of common
     shares outstanding during the period.

     d) Stock  compensation  for services  rendered The Company issues shares of
     common stock in exchange for services  rendered.  The costs of the services
     are valued according to generally accepted  accounting  principles and have
     been charged to operations.

(2)  Stockholders'  Equity The  Company  has  authorized  100,000,000  shares of
     $0.001  par  value  common  stock,  and  10,000,000  shares of no par value
     preferred  stock.  Rights and  privileges of the preferred  stock are to be
     determined  by the Board of Directors  prior to  issuance.  The Company had
     1,950,000  shares of common  stock issued and  outstanding  at December 31,
     2001.  The  Company  had issued  none of its shares of  preferred  stock at
     December 31, 2001. On July 31, 2001, the Company issued 1,750,000 shares of
     common  stock  to its  founder  and  President  for  services  rendered  in
     connection  with the  organization  of the Company,  and 200,000  shares of
     common stock to its legal counsel for services  rendered in connection with
     the organization of the Company.

(3)  Income  Taxes  Deferred  income taxes  (benefits)  are provided for certain
     income and expenses which are  recognized in different  periods for tax and
     financial  reporting  purposes.  The Company had net operating  loss carry-
     forwards  for income tax  purposes  of  approximately  $1,950  expiring  at
     December 31, 2021. The amount recorded as deferred tax asset as of December
     31, 2001 is approximately  $300, which represents the amount of tax benefit
     of the loss  carry-forward.  The Company has  established a 100%  valuation
     allowance against this deferred tax asset, as the Company has no history of
     profitable operations.






                                       F-8

<PAGE>


                            Burgers by Farfour, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements


(4)  Related Parties See Note (2) for shares issued for services.

(5)  Going  Concern The  accompanying  financial  statements  have been prepared
     assuming that the Company will continue as a going  concern.  The Company's
     financial  position and operating results raise substantial doubt about the
     Company's  ability to continue as a going concern,  as reflected by the net
     loss of $1,950 accumulated from July 31, 2001 (Inception)  through December
     31,  2001.  The ability of the  Company to  continue as a going  concern is
     dependent  upon  commencing  operations,  developing  sales  and  obtaining
     additional capital and financing.  The financial  statements do not include
     any  adjustments  that  might be  necessary  if the  Company  is  unable to
     continue as a going concern.  The Company is currently  seeking  additional
     capital to allow it to begin its planned operations.

(6)  Subsequent Events
     (a) Initial  public  offering The Company filed a Form SB-2 in 2001,  which
     was declared  effective  on January 4, 2002.  Through  this  offering,  the
     Company is attempting to raise  $1,000,000 by selling  1,000,000  shares of
     common stock at $1.00 per share on a self-underwritten basis. Through April
     12, 2002, the Company has received subscriptions totaling $8,500.

                                       F-7






<PAGE>



Item 8.  Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.

         None.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act

     (a) Set forth below are the names,  ages,  positions,  with the Company and
business experiences of the executive officers and directors of the Company.

Name                   Age         Position(s) with Company
---------------        -----       -----------------------------------------
Lauren Farfour         29          sole officer and director

     All  directors  hold office until the next annual  meeting of the Company's
shareholders and until their successors have been elected and qualify.  Officers
serve at the pleasure of the Board of Directors. The officers and directors will
devote such time and effort to the business and affairs of the Company as may be
necessary  to  perform  their  responsibilities  as  executive  officers  and/or
directors of the Company.

Family Relationships

         None.

Business Experience

     Lauren  Farfour,  age 29, resides at 6166-1  Riverwalk  Lane,  Jupiter,  FL
33458. She holds a Bachelor of Arts degree from the University of North Carolina
at Chapel Hill, Chapel Hill, NC, graduating  in1994.  Upon graduation she became
Managing  Partner/Business  Manager  of  Clarence  Foster's  Restaurant  &  Bar,
Wrightsville  Beach,  NC,  supervising  a staff of  approximately  50 employees,
coordinating  and carrying out special  events and private  parties and handling
all  financial  aspects of the business  including  accounts  payable,  accounts
receivable,  payroll,  taxes,  monthly bank  reconciliation  and profit and loss
reports.  Ms.  Farfour  resigned  from this  employment  to  accept a  Marketing
Associate position in 1999 at Sysco Food Services of Charlotte,  Wilmington, NC,
in which position she serviced existing accounts,  processed orders, collections
and developed information with respect to company product lines. Such employment
also included  expanding current territory by identifying  potential  customers,
and setting up new accounts.  Upon termination of this  employment,  Ms. Farfour
accepted a position in 2000 with DP Martin & Associates,  Inc., Palm Beach,  FL,
relocating  for  personal  reasons.  Her current  position is Vice  President of
Marketing/Director  of  Finance  where  she is  responsible  for  marketing  and
promoting  clients in an investor  relations firm, and maintaining a database of
over  50,000  investors.  In  this  position,  she  also  handles  all  in-house
accounting  responsibilities  for  the  firm,  prepares  comprehensive  budgets,
business plans and constantly evaluates the current business structure.




                                       10

<PAGE>


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

         No Director, Officer, Beneficial Owner of more than ten percent (10%)
of any class of equity securities of the Company failed to file reports required
by Section 16(a) of the Exchange Act during the most recent fiscal year or prior
fiscal years.

Item 10. Executive Compensation

     The following  summary  compensation  table sets forth the  aggregate  cash
compensation  paid or accrued by the Company to each of the Company's  executive
officers  and key  employees  for  services  rendered to the Company  during the
Company's fiscal year ended 2001 and 2000 and all plan and non-plan compensation
awarded to, earned by or paid to certain designated executive officers.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

                                                                        Long Term Compensation
                             Annual Compensation                       Awards                        Payouts
(a)               (b)     (c)         (d)       (e)             (f)             (g)               (h)        (i)
                                                Other           Restricted      Securities        LTIP       All
Name and                                        Annual           Stock          Underlying        Pay-       Other
Principal         Year    Salary      Bonus     Compen-         Award(s)        Options/          outs       Compen-
Position                  ($)         ($)       sation ($)      ($)             SARs  (f)                    sation ($)
----------        ----    ------     ------     ---------       --------       -----------       ------     -----------
<S>               <C>     <C>         <C>       <C>             <C>             <C>               <C>        <C>
(1)
Lauren            2000    $ -0-       $-0-      $-0-            $-0-            $-0-              $-0-       $-0-
Farfour,          2001    $ -0-       $-0-      $-0-            $-0-            $-0-              $-0-       $-0-
sole officer
and
director
</TABLE>

(1)  In  August  2001,  Lauren  Farfour  was  issued  1,750,000  shares  of  the
     restricted  common stock of the Company in connection  with organizing BBF,
     in exchange  for  services,  the  business  plan of BBF and BBF's web site,
     trade name and domain names. For such issuance, the Company relied upon the
     506 Exemption and Section  517.061(11)  of the Florida Code.  See Part III,
     Item 11. "Security  Ownership of Certain Beneficial Owners and Management";
     and Part III, Item 12. "Certain Relationships and Related Transactions".

Compensation of Directors

     The Company has no standard  arrangements for compensating the directors of
the Company for their attendance at meetings of the Board of Directors.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     The  following  table sets  forth  information  as of  December  31,  2001,
regarding the ownership of the Company's common stock by each shareholder  known
by the Company to be the beneficial

                                       11

<PAGE>



owner of more than five percent (5%) of its outstanding  shares of common stock,
each  director and all executive  officers and  directors as a group.  Except as
otherwise  indicated,  each of the  shareholders  has sole voting and investment
power with respect to the share of common stock beneficially owned.

<TABLE>
<CAPTION>
Name and Address of              Title of        Amount and Nature of           Percent of
Beneficial Owner                    Class            Beneficial Owner           Class
--------------------------------------------------------------------------------------------
<S>                                 <C>              <C>                        <C>
Lauren Farfour(1)                   Common           1,750,000                  89.7%

All officers and directors
as a group (1 person)               Common           1,750,000                  89.7%

Frank G. Dickey(2)                  Common             200,000                  10.3%
--------------------
</TABLE>


(1)  In  August  2001,  Lauren  Farfour  was  issued  1,750,000  shares  of  the
     restricted  common stock of the Company in connection  with organizing BBF,
     in exchange  for  services,  the  business  plan of BBF and BBF's web site,
     trade name and domain names. For such issuance, the Company relied upon the
     506 Exemption and Section  517.061(11)  of the Florida Code.  See Part III,
     Item 12. "Certain Relationships and Related Transactions".

(2)  In  August  2001,  the  Company  issued  200,000  shares  of the  Company's
     restricted common stock to Frank G. Dickey,  counsel to BBF in exchange for
     legal  services.  For  such  issuance,  the  Company  relied  upon  the 506
     Exemption and Section  292.410(1)(i)  of the Kentucky  Code.  See Part III,
     Item 12. "Certain Relationships and Related Transactions".

Item 12. Certain Relationships and Related Transactions

     In  August  2001,  Lauren  Farfour  was  issued  1,750,000  shares  of  the
restricted  common stock of the Company in connection  with  organizing  BBF, in
exchange for services,  the business plan of BBF and BBF's web site,  trade name
and domain names.  For such issuance,  the Company relied upon the 506 Exemption
and Section 517.061(11) of the Florida Code.

     In  August  2001,  the  Company  issued  200,000  shares  of the  Company's
restricted common stock to Frank G. Dickey, counsel to BBF in exchange for legal
services.  For such  issuance,  the Company  relied upon the 506  Exemption  and
Section 292.410(1)(i) of the Kentucky Code.






                                       12

<PAGE>



Item 13. Exhibits and Reports on Form 8-K.

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

<TABLE>
<CAPTION>
Exhibit No.          Exhibit Name
--------------       ---------------------
<S>      <C>         <C>
3.(i).1  [1]         Articles of Incorporation filed July 31, 2001.

3.(ii).1 [1]         By-Laws of the Company.

4.1      [1]         Specimen of Stock Certificate.

5.1      [1]         Opinion of Frank G. Dickey, Attorney at Law (including consent)

23.1     [1]         Consent of Durland & Company, CPAs, P.A.

23.2     [1]         Consent of Frank G. Dickey (filed as part of Exhibit 5.1)
--------------------
</TABLE>

[1]  Previously  filed with the  Company's  Registration  Statement on Form SB-2
     filed October 3, 2001.

[2]  Previously filed with the Company's  Registration  Statement on Form SB-2/A
     filed November 16, 2001.

*    Filed herewith

     (b) No reports on Form 8-K have been filed.










                                       13

<PAGE>


                                   SIGNATURES

     In accordance with Section 13 and 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                            Burgers By Farfour, Inc.
                                  (Registrant)


Date: April 15, 2002             By: /s/ Lauren Farfour
                                 ------------------------------------
                                 Lauren Farfour, sole Officer and Director




     Pursuant to the  requirements  of the  Exchange  Act,  this report has been
signed by the following persons in the capacities and on the dates indicated.



Signature                    Title                            Date


/s/ Lauren Farfour
-------------------         sole Officer and Director         April 15, 2002

Lauren Farfour




                                       14