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, 2002

[_]  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:

                                Carl N. Duncan
                                Duncan, Blum & Associates
                                5718 Tanglewood Drive
                                Bethesda, MD 10817
                                (301) 263-0200 (Phone)
                                (301) 263-0300 (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.







<PAGE>



                                     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  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 $12,300 pursuant to subscriptions
for a total of 12,300 shares sold under the Registration Statement.

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

                             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


                                       3
<PAGE>


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:

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."


                                       4
<PAGE>


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.

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


                                       5
<PAGE>


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.

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.


                                       6
<PAGE>


Effect of Probable Governmental Regulation on the Business

None.

Cost and Effects of Compliance with Environmental Laws

None.

Employees and Consultants

At December 31, 2002, 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.

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

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, 2002, there were thirty (30) holders of record of the
Company's common stock.


                                       7
<PAGE>


As of December 31, 2002,  the Company had  1,962,300  shares of its common stock
issued and  outstanding,  1,950,000 of which were restricted Rule 144 shares and
12,300 of which were free-trading.  Of the Rule 144 shares, all 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  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


                                       8
<PAGE>


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, 2002 and 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.

Operating Expenses

General and Administrative

For the years ended December 31, 2002 and 2001, the Company recorded General and
Administrative Expenses of $14,002 and $0, respectively.

Assets and Liabilities

Assets  were $148 and $0 as of  December  31,  2002 and 2001.  Liabilities  were
$1,850 and $0 as of December 31, 2002 and 2001.

Stockholders' Equity

Stockholders' equity was (1,702) and 0 as of December 31, 2002 and 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.


                                       9
<PAGE>


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


















                                       F-1

<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,  2002,  and  the  related
statements  of  operations,  stockholders'  equity and cash flows for the period
from July 31, 2001  (Inception)  through  December  31,  2002.  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, 2002 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 accounting principles generally accepted in the United States.

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 14, 2003



                                       F-2

<PAGE>



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




                                                                       December 31,        December 31,
                                                                           2002                2001
                                                                    ---------------------------------------
<S>                                                                 <C>                 <C>
                                   ASSETS
CURRENT ASSETS
  Cash                                                              $               148 $                 0
                                                                    ------------------- -------------------

          Total current assets                                                      148                   0
                                                                    ------------------- -------------------

Total Assets                                                        $               148 $                 0
                                                                    =================== ===================

                    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable
     Trade                                                          $             1,850 $                 0
     Related party                                                                    0                   0
                                                                    ------------------- -------------------

          Total current liabilities                                               1,850                   0
                                                                    ------------------- -------------------

Total Liabilities                                                                 1,850                   0
                                                                    ------------------- -------------------

STOCKHOLDERS' EQUITY
  Preferred stock, no par value, authorized 10,000,000 shares;
      0 issued and outstanding                                                        0                   0
  Common stock, $0.001 par value, authorized 100,000,000 shares;
      1,962,300 and 1,950,000 issued and outstanding                              1,962               1,950
  Additional paid-in capital                                                     12,288                   0
  Deficit accumulated during the development stage                              (15,952)             (1,950)
                                                                    ------------------- -------------------

          Total stockholders' equity                                             (1,702)                  0
                                                                    ------------------- -------------------

Total Liabilities and  Stockholders' Equity                         $               148 $                 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
                                                                   Year Ended December 31,         (Inception)
                                                                ------------------------------        through
                                                                      2002           2001       December 31, 2002
                                                                --------------- -------------- --------------------
<S>                                                             <C>             <C>            <C>
Revenues                                                        $             0 $            0 $                  0
                                                                --------------- -------------- --------------------

General and administrative expenses                                      14,002              0               14,002
Legal fees                                                                    0            200                  200
Services - related party                                                      0          1,750                1,750
                                                                --------------- -------------- --------------------

   Total expenses                                                        14,002          1,950               15,952
                                                                --------------- -------------- --------------------

Net loss                                                        $       (14,002)$       (1,950)$            (15,952)
                                                                =============== ============== ====================

Loss per weighted average common share                          $         (0.01)$       (0.001)
                                                                =============== ==============

Number of weighted average common shares outstanding                  1,955,949      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)
                                          -------------- -------------- --------------- ---------------- ---------------

BALANCE, December 31, 2001                     1,950,000          1,950               0           (1,950)              0

Shares issued for cash                            12,300             12          12,288                0          12,300
Net loss                                               0              0               0          (14,002)        (14,002)
                                          -------------- -------------- --------------- ---------------- ---------------

ENDING BALANCE, December 31, 2002              1,962,300 $        1,962 $        12,288 $        (15,952)$        (1,702)
                                          ============== ============== =============== ================ ===============
</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
                                                                  Year Ended December 31,          (Inception)
                                                              --------------------------------       through
                                                                   2002             2001        December 31, 2002
                                                              --------------- ---------------- --------------------
<S>                                                           <C>             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                      $       (14,002)$         (1,950)$            (15,952)
Adjustments to reconcile net loss to net cash used by
operating activities:
    Stock issued for services                                               0            1,950                1,950
Changes in operating assets and liabilities
    Increase (decrease) in accounts payable - trade                     1,850                0                1,850
    Increase (decrease) in accounts payable - related party                 0                0                    0
                                                              --------------- ---------------- --------------------

Net cash used by operating activities                                 (12,152)               0              (12,152)
                                                              --------------- ---------------- --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                 12,300                0               12,300
                                                              --------------- ---------------- --------------------

Net cash provided by financing activities                              12,300                0               12,300
                                                              --------------- ---------------- --------------------

Net increase (decrease) in cash                                           148                0                  148
                                                              --------------- ---------------- --------------------

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

CASH, end of period                                           $           148 $              0 $                148
                                                              =============== ================ ====================
</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,
     2002.  The  Company  had issued  none of its shares of  preferred  stock at
     December 31, 2002. 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.  In 2002, the Company issued 12,300 shares
     of common  stock in exchange for $12,300 in cash under its  effective  SB-1
     Registration Statement.

(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  $15,950 expiring
     $14,00 and $1,950 at December 31, 2022 and 2021,  respectively.  The amount
     recorded as deferred  tax asset as of  December  31, 2002 is  approximately
     $2,400,   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-7

<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 $16,000 accumulated from July 31, 2001 (Inception) through December
     31,  2002.  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)  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 December 31,
     2002, the Company has received subscriptions totaling $12,300.

                                       F-8










<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         30          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 30, 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  2002,  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>
Lauren            2002    $ -0-       $-0-      $-0-            $-0-            $-0-              $-0-       $-0-
Farfour           2000    $ -0-       $-0-      $-0-            $-0-            $-0-              $-0-       $-0-
sole officer      2001    $ -0-       $-0-      $-0-            $-0-            $-0-              $-0-       $-0-
and director
</TABLE>

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, 2002,  regarding
the ownership of the  Company's  common stock by each  shareholder  known by the
Company  to be the  beneficial  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.


                                       11
<PAGE>


Name and Address of             Title of     Amount and Nature of     Percent of
Beneficial Owner                 Class         Beneficial Owner           Class
--------------------------------------------------------------------------------
Lauren Farfour                   Common        1,750,000                  89.2%

All officers and directors
as a group (1 person)            Common        1,750,000                  89.2%

Frank G. Dickey                  Common          200,000                  10.2%
--------------------

Item 12. Certain Relationships and Related Transactions

None.

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)

23.3      *          Consent of Durland & Company, CPAs, P.A.

99.1      *          Certification by Chief Executive Officer pursuant to 18 U.S.C. 1350.

99.2      *          Certification by Chief Financial Officer pursuant to 18 U.S.C. 1350.
-----------------
</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.


                                       12
<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, 2003             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, 2003



                                       13
<PAGE>

                                 CERTIFICATIONS

I, Lauren Farfour, certify that:

     1. I have reviewed this annual report on Form 10-KSB of Burgers By Farfour,
Inc.

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report.

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report.

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d- 14) for the registrant and have:

          (a.) designed such  disclosure  controls and procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

          (b.)  evaluated  the  effectiveness  of  the  registrant's  disclosure
     controls  and  procedures  as of a date  within 90 days prior to the filing
     date of this annual report (the "evaluation date"); and

          (c.)  presented  in this  annual  report  our  conclusions  about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the evaluation date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

          (a.) all  significant  deficiencies  in the  design  or  operation  of
     internal controls which could adversely affect the registrant's  ability to
     record,  process,  summarize and report  financial data and have identified
     for the registrant's auditors any material weaknesses in internal controls;
     and

          (b.) any fraud,  whether or not material,  that involves management or
     other employees who have a significant  role in the  registrant's  internal
     controls.

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 15, 2003

                        By:  /s/ Lauren Farfour
                            --------------------------------------------
                            Lauren Farfour
                            Chief Executive Officer or equivalent thereof

                                       14
<PAGE>

I, Lauren Farfour, certify that:

     1. I have reviewed this annual report on form 10-KSB of Burgers By Farfour,
Inc.

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report.

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report.

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d- 14) for the registrant and have:

          (a.) designed such  disclosure  controls and procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

          (b.)  evaluated  the  effectiveness  of  the  registrant's  disclosure
     controls  and  procedures  as of a date  within 90 days prior to the filing
     date of this annual report (the "evaluation date"); and

          (c.)  presented  in this  annual  report  our  conclusions  about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the evaluation date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

          (a.) all  significant  deficiencies  in the  design  or  operation  of
     internal controls which could adversely affect the registrant's  ability to
     record,  process,  summarize and report  financial data and have identified
     for the registrant's auditors any material weaknesses in internal controls;
     and

          (b.) any fraud,  whether or not material,  that involves management or
     other employees who have a significant  role in the  registrant's  internal
     controls.

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 15, 2003

                        By:  /s/ Lauren Farfour
                            --------------------------------------------
                            Lauren Farfour
                            Chief Financial Officer or equivalent thereof

                                       15