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Sample Financial Statement

EXHIBIT B

FINANCIAL STATEMENTS

D-1297590_14.DOC UFOC 3/06

BOSTON PIZZA RESTAURANTS LP

Financial Statements

December 31, 2005 and 2004

(With Independent Auditors' Report Thereon)

KPMG LLP

Suite 3100

717 North Harwood Street

Dallas, TX 75201-6585

Independent Auditors' Report

The Partners

Boston Pizza Restaurants LP:

We have audited the accompanying balance sheets of Boston Pizza Restaurants LP (a Delaware limited partnership) as of December 31, 2005 and 2004, and the related statements of operations, partners' capital (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal controls over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Boston Pizza Restaurants LP as of December 31, 2005 and 2004, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

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March 3, 2006, except as to note 6, which is as of March 23, 2006

KPMG LLP. a U.S. BmilBd lability partneuhlp, la the U.S. member firm of KPMG International, a S*Ass coopeisUva.

The original file could not be completely converted to text. Below is an excerpt from the file. The original file can be downloaded at the link above.