Financial Statement

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Sample Financial Statement

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Audited Annual Financial Statements                                                                        Page

Report of Independent Registered Public Accounting Firm                                             38

Consolidated Balance Sheets as of January 3. 2006 and December 28. 2004                       39

Consolidated Statements of Operations for the Years Ended January 3.2006. December 28. 2004 and December 30. 2003                                                                40

Consolidated Statements of Changes in Stockholders' Equity (Deficit*) for the Years Ended January 3. 2006. December 28.2004 and December 30. 2003                                 41

Consolidated Statements of Cash Flows for the Years Ended January 3.2006. December 28. 2004 and December 30. 2003                                                                42

Notes to Consolidated Financial Statements                                                                 43

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

New World Restaurant Group, Inc.

We have audited the accompanying consolidated balance sheets of New World Restaurant Group, Inc. and Subsidiaries as of

January 3, 2006 and December 28, 2004, and the related consolidated statements of operations, changes in stockholders' equity

(deficit) and cash flows for each of the three years in the period ended January 3,2006. These financial statements are the

responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our

audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those

standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of

material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over

financial reporting. Our audits included 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

Company's internal control 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 consolidated financial statements referred to above, present fairly, in all material respects, the financial position of

New World Restaurant Group, Inc. and Subsidiaries as of January 3,2006 and December 28,2004, and the results of their operations,

and their cash flows for each of the three years in the period ended January 3,2006, in conformity with accounting principles

generally accepted in the United States of America.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. Schedule II is

presented for purposes of additional analysis and is not a required part of the basic financial statements. This schedule has been

subjected to the auditing procedures applied in the audit of the basic financial statements and in our opinion, is fairly stated in all

material respects in relation to the basic financial statements taken as a whole.

/s/ GRANT THORNTON LLP

Denver, Colorado

February 28, 2006

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