##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
      (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the year ended
    December 31, 2006o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to.   Commission file number 0-27116
      Pyramid
    Breweries Inc.
 (exact name of registrant as
    specified in its charter)
  Washington(State or other
    jurisdiction of
    incorporation or organization)

91-1258355(IRS Employer
    Identification No.)   91 South Royal Brougham Way
 Seattle, WA 98134
 (Address of principal executive
    offices)
  (206) 682-8322
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
 Securities registered pursuant to Section 12(g) of the
    Act:
 Common Stock, par value $.01 per share
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  o o þ
  Rule 12b-2 o þ
          DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 



PYRAMID
    BREWERIES INC.
  ANNUAL
    REPORT ON
    FORM 10-K
    FOR THE YEAR ENDED DECEMBER 31, 2006
  PagePART IItem 1.

Business


3Item 1A.

Risk
    Factors


11Item 1B.

Unresolved Staff
    Comments


13Item 2.

Properties


13Item 3.

Legal
    Proceedings


14Item 4.

Submission of
    Matters to a Vote of Security Holders


15PART IIItem 5.

Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


15Item 6.

Selected Financial
    Data


18Item 7.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


19Item 7A.

Quantitative and
    Qualitative Disclosures about Market Risk


28Item 8.

Financial
    Statements and Supplementary Data


29Item 9.

Changes in and
    Disagreements With Accountants on Accounting and Financial
    Disclosure


57Item 9A.

Controls and
    Procedures


57Item 9B.

Other
    Information


57PART IIIItem 10.

Directors,
    Executive Officers and Corporate Governance


57Item 11.

Executive
    Compensation


58Item 12.

Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


58Item 13.

Certain
    Relationships and Related Transactions, and Director
    Independence


58Item 14.

Principal
    Accounting Fees and Services


58PART IVItem15.

Exhibits, Financial
    Statement Schedules


58Signatures


59Exhibit Index


60EXHIBIT 10.4EXHIBIT 10.22EXHIBIT 10.23EXHIBIT 10.24EXHIBIT 10.35EXHIBIT 10.36EXHIBIT 10.37EXHIBIT 10.38EXHIBIT 10.39EXHIBIT 21.1EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   2




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##### Table of Contents



PART I  Item 1.
    Business  General
        on-site
  (206) 682-8322. www.PyramidBrew.com. www.macsbeer.com.
  Segment
    Financial Information
  Form 10-K.
     3




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##### Table of Contents



Industry
    Background
        five-year
  Business
    Strategy
    Building
    Strong Craft Beer Brands
     4




---



##### Table of Contents



Utilizing
    a Direct Store Delivery System through Independent
    Distributors
    Building
    Brand Awareness and Sales through Company-Owned Alehouse
    Restaurants
        Termination
    of Contract Brewing Arrangement
   5




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##### Table of Contents



Products
    5-year
    Sale
    of Thomas Kemper Soda
    and/or
 6




---



##### Table of Contents



Competition
  Craft
    Beers
            Sodas
     7




---



##### Table of Contents



Alehouses
    on-site
    Sources
    and Availability of Raw Materials
    Seasonality
    and Quarterly Results
    Concentration
    with a Single Distributor
  Form 10-K.
 8




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##### Table of Contents



Government
    Regulations
  Restaurant
    Regulation
    Alcoholic
    Beverage Regulation and Taxation
    Licenses
    and Permits
  and/or and/or and/or
      out-of-state
   9




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##### Table of Contents



Taxation
    and/or
  Dram
    Shop Laws
    Trademarks
  ® ® ® ® ® ® ® ®
    Environmental
    Regulations and Operating Considerations
   10




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##### Table of Contents



Employees
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K
  Item 1A.
    Risk
    Factors  Liquidity.
  Beverage Competition. out-of-state
  Alehouse Restaurant Competition.
 11




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##### Table of Contents



Access to Markets.
  Government Regulations, Policies and
    Audits.
  Retention of Management Personnel.
  Stock Price Volatility.
  
    actual or anticipated variations in quarterly operating results;
    changes in financial estimates or recommendations by securities
    analysts;
    conditions or trends in the craft beer, specialty beer or
    specialty restaurant markets;
    announcements by us or our competitors of significant gains or
    losses of distributors, or new products, or other developments;
    announcements by us or our competitors of significant
    acquisitions, strategic partnerships, joint ventures or capital
    commitments;
    additions or departures of key personnel;
    failure by us to maintain an effective system of internal
    controls over financial reporting which could result in our
    inability to accurately report our financial results;
    sales of a large number of shares of our common stock;
    adverse litigation;
    unfavorable legislative or regulatory decisions; and
    general market conditions.   12




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##### Table of Contents



Selling Prices.
  Variability of Margins and Operating
    Results.
  Seasonality.
  Public Safety and Health. multi-unit
  Inclement Weather.
  Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  on-site
  The
    Seattle Brewery and Alehouse
   13




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##### Table of Contents



on-site
  The
    Berkeley Brewery and Alehouse
    The
    Portland Brewery and MacTarnahans Taproom
    The
    Walnut Creek Alehouse
  on-site 11-year
  The
    Sacramento Alehouse
  on-site 10-year 8-month
  Item 3.
    Legal
    Proceedings   14




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##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    High


Low2006First Quarter

$
2.79


$
2.10Second Quarter


2.74



2.20Third Quarter


2.74



2.13Fourth Quarter


3.50



2.392005First Quarter

$
2.19


$
1.75Second Quarter


1.91



1.39Third Quarter


2.47



1.76Fourth Quarter


3.37



2.07       Dividend
    Policy
    Sale of
    Unregistered Securities
   15




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##### Table of Contents



Equity
    Compensation Plan Information
    Number of SecuritiesNumber of Securities





Remaining Availableto be Issued Upon


Weighted Average


for Future IssuanceExercise of


Exercise Price of


Under EquityPlan Category

Outstanding Options


Outstanding Options


Compensation PlansEquity compensation plans approved
    by security holders


539,500


$
2.28



1,745,492
(1)(2)Equity compensation plans not
    approved by security holders










Total


539,500


$
2.28



1,745,492     (1)
    
    Of these shares, 424,498 are available for purchase under the
    2003 Employee Stock Purchase Plan (the Purchase
    Plan), 110,018 are available under the Amended and
    Restated Non-Employee Director Stock Option Plan, 106,110 are
    available under the Directors Compensation Plan and 1,104,866
    are available under the 2004 Equity Incentive Plan (the
    2004 Plan), as of December 31, 2006. Shares
    available under the Directors Compensation Plan are payable in
    shares of our stock. Shares available for issuance under the
    2004 Plan may be issued as stock options, stock awards,
    restricted stock units, rights to purchase stock, warrants,
    stock appreciation rights or performance shares. We terminated
    the Purchase Plan, after fourth quarter purchases, in January
    2007.(2)
    
    Pursuant to the Amended and Restated Non-Employee Director Stock
    Option Plan, each non-employee director receives an annual
    option grant of 5,000 shares of common stock on the date of
    each annual shareholders meeting. 16




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##### Table of Contents



Performance
    Graph
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
 Among Pyramid Breweries Inc., The S & P 500 Index
 And A Peer Group
  
 17




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##### Table of Contents



Item 6.
    Selected
    Financial Data    SELECTED
    CONSOLIDATED FINANCIAL DATA
  Year Ended December 31,2006


2005


2004(1)


2003


2002(In thousands, except per share and operating data)Consolidated Statements of
    Operation Data:Gross sales

$
54,338


$
50,886


$
42,176


$
36,378


$
35,523Less excise taxes


3,982



2,528



2,092



1,753



1,711Net sales


50,356



48,358



40,084



34,625



33,812Cost of sales


38,761



38,001



32,803



27,875



25,455Gross margin


11,595



10,357



7,281



6,750



8,357Selling, general and
    administrative expenses


12,961



11,364



10,050



8,260



8,583Operating loss


(1,366
)


(1,007
)


(2,769
)


(1,510
)


(226
)Other (expense) income, net


(190
)


(45
)


44



315



380(Loss) income before income taxes


(1,556
)


(1,052
)


(2,725
)


(1,195
)


154(Provision) benefit for income
    taxes


(5
)


(3
)


(4
)


(3
)


98Net (loss) income

$
(1,561
)

$
(1,055
)

$
(2,729
)

$
(1,198
)

$
252Basic net (loss) income per share

$
(0.18
)

$
(0.12
)

$
(0.32
)

$
(0.14
)

$
0.03Weighted average basic shares
    outstanding


8,872



8,794



8,578



8,452



8,203Diluted net (loss) income per share

$
(0.18
)

$
(0.12
)

$
(0.32
)

$
(0.14
)

$
0.03Weighted average diluted shares
    outstanding


8,872



8,794



8,578



8,452



8,243Cash dividends declared per share

$



$



$
0.088


$
0.176


$
0.176Balance Sheet Data:Cash and cash equivalents, short
    term investments and accounts receivable

$
3,279


$
3,254


$
2,094


$
3,331


$
5,290Working capital


(1,403
)


(972
)


(2,167
)


1,745



3,783Fixed assets, net


26,284



26,666



28,859



21,406



20,682Total assets


34,040



33,903



34,316



27,784



29,295Stockholders equity


17,478



18,911



19,773



22,203



24,536Operating Data (in
    barrels):Beer shipped


198,000



185,000



142,000



115,000



117,000Soda shipped


45,000



45,000



41,000



44,000



47,000Total shipped


243,000



230,000



183,000



159,000



164,000Beer production capacity at
    year-end


280,000



265,000



334,000



204,000



203,000     (1)
    
    On July 31, 2004, we completed our purchase of certain
    Portland Brewing Company (Portland Brewing) assets
    which included assets of the brewery and alehouse. The results
    of operations of Portland Brewing are included in Pyramids
    consolidated statements of operations for the full year in 2006
    and 2005 and for the 18




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##### Table of Contents



five-month
    period ended December 31, 2004 (since the July 31,
    2004 acquisition). This acquisition materially affects the
    comparability of operating results for 2004 and later, to
    earlier periods presented above.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-Looking
    Statements
  This report contains forward-looking statements within the
    meaning of the federal securities laws. All statements that do
    not concern historical facts are forward-looking statements
    concerning future performance, developments or events,
    concerning potential sales, restaurant expansion, production
    capacity, pending agreements with third parties and any other
    guidance on future periods, constitute forward-looking
    statements. These statements may be identified by the use of
    forward-looking terminology such as anticipate,
    believe, continue, could,
    estimate, expect, intend,
    may, might, plan,
    potential, predict, should,
    or will, or the negative thereof, or comparable
    terminology. While we believe these expectations, assumptions,
    estimates and projections are reasonable, such forward-looking
    statements are only predictions and involve known and unknown
    risks and uncertainties, many of which are beyond our control
    and which could cause actual results or outcomes to differ
    materially from our stated expectations. See Item 1A of
    Part I, Risk Factors. Any forward-looking
    statements are made only as of the date hereof. We do not
    undertake any obligation to update any such statements or to
    publicly announce the results of any revisions to any such
    statements to reflect future events or developments, except as
    may be required by law. Our actual future results could differ
    materially from those projected in the forward-looking
    statements. Some factors, which could cause future actual
    results to differ materially from our recent results or those
    projected in the forward-looking statements, are described in
    Item 1a.Risk Factors, and forward looking statements below.
    We assume no obligation to update the forward-looking statements
    for such factors.
  Overview
           19




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##### Table of Contents



on-site
  on-site
        Results
    of Operations
  Years
    Ended December 31, 2006 and 2005
  Gross Sales.
 20




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##### Table of Contents



Excise Taxes.
  Gross Margin.
    % of





% ofSegment





SegmentGross Margin

2006


Net Sales


2005


Net Sales


$ Change


% ChangeBeverage Segment

$
10,843



30.7
%

$
9,911



30.0
%

$
932



9.4
%Alehouse Segment


752



5.0
%


446



2.9
%


306



68.6
%Total

$
11,595



23.0
%

$
10,357



21.4
%

$
1,238



12.0
%   Selling, General and Administrative
    Expenses.
  Other Expense, net.
 21




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##### Table of Contents



Income Taxes.
  Net Loss.
  Years
    Ended December 31, 2005 and 2004
  Gross Sales.
  Excise Taxes.
  Gross Margin.
    % of





% ofSegment





SegmentGross Margin

2005


Net Sales


2004


Net Sales


$ Change


% ChangeBeverage Segment

$
9,911



30.0
%

$
6,843



26.2
%

$
3,068



44.8
%Alehouse Segment


446



2.9
%


438



3.1
%


8



1.8
%Total

$
10,357



21.4
%

$
7,281



18.2
%

$
3,076



42.2
%   Selling, General and Administrative
    Expenses.
 22




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##### Table of Contents



Other Income (Expense), net.
  Income Taxes.
  Net Loss.
  Liquidity
    and Capital Resources
             23




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##### Table of Contents



Contractual
    Obligations
    Total


Less Than 1 Year


1 - 3 Years


3 - 5 Years


After 5 YearsOperating leases(1)

$
5,013


$
1,226


$
1,955


$
1,257


$
575Capital leases(2)


890



385



505







Note payable(3)


7,671



105



228



257



7,081TTB excise tax assessment(4)


634



201



433







$
14,208


$
1,917


$
3,121


$
1,514


$
7,656     (1)
    
    We have obligations in the form of revenue sharing provisions in
    certain alehouse lease agreements, based on the excess of the
    percentage of revenue over the minimum lease payment. For the
    years ended December 31, 2006, 2005 and 2004, there were no
    amounts owed under revenue sharing agreements.(2)
    
    In 2006, we acquired 14,500 of new kegs under our capital lease
    agreement (Note 11 to the consolidated financial
    statements) for a total of $1.2 million, payable over a
    30-month
    period.(3)
    
    The amounts are principal only payments as stated in securitized
    financing arrangement for the Berkeley Facility purchase.(4)
    
    In 2006, we settled with the TTB, resolving all issues arising
    from the audit including the federal tax assessments for the
    period at issue (Note 12 to the consolidated financial
    statements) for a total amount of $700,000, payable in monthly
    installments for a period of three years.   24




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##### Table of Contents



Contingencies
          Critical
    Accounting Policies
   25




---



##### Table of Contents




    it requires us to make assumptions because information was not
    available at the time or it included matters that were highly
    uncertain at the time we were making the estimate, and
    changes in the estimate or different estimates that we
    reasonably could have selected would have had a material impact
    on our financial condition or results of operations.    Inventory. first-in,
  Long-Lived Assets Impairment.
  Goodwill Impairment.
  Allowance for Keg Deposits.
  Revenue Recognition.
  99-19,
  Stock-based Compensation.
 26




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##### Table of Contents



Realization of Deferred Tax Assets.
  Promotional Activities.
  Recently
    Issued Accounting Pronouncements
  Share-Based
    Payment (Revised 2004)
  No. 06-3, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (That Is, Gross versus Net Presentation) 06-3, No. 06-3.
 27




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##### Table of Contents



Accounting for Uncertainty in Income
    Taxes  an Interpretation of FASB Statement
    No. 109
  Considering the Effects of Prior Year Misstatements when
    Quantifying Current Year Misstatements.
  Fair
    Value Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an Amendment of FASB Statement
    No. 115.
  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk   28




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  PageReport of
    Independent Registered Public Accounting Firm


30Consolidated
    Balance Sheets


31Consolidated
    Statements of Operations


32Consolidated
    Statements of Stockholders Equity


33Consolidated
    Statements of Cash Flows


34Notes to
    Consolidated Financial Statements


35  29




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm               MOSS
    ADAMS LLP
    30




---



##### Table of Contents



PYRAMID
    BREWERIES INC.



CONSOLIDATED
    BALANCE SHEETS  December 31,2006


2005(In thousands, except per share amounts)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
227


$
416Accounts receivable, net of $20
    allowance


3,052



2,838Inventories


1,877



1,841Prepaid expenses and other


806



716Current assets held for sale


86



Total current assets


6,048



5,811Fixed assets, net


26,284



26,666Assets held for sale, long term


432



Goodwill






415Intangibles, net


118



163Escrow reserve


765



623Other assets


393



225Total assets

$
34,040


$
33,903LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
3,260


$
3,243Accrued expenses


2,834



2,770Refundable deposits


483



596Line of credit






Current portion of long-term
    financing


105



99Current portion of capital lease
    obligation


385



Deferred rent  current


122



75Liabilities held for sale


78



Other current liabilities


201



Total current liabilities


7,468



6,783Long-term financing, net of current


7,566



7,671Capital lease obligation, net of
    current


505



Deferred rent, net of current


590



538Other non-current liabilities


433



COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Preferred stock,
    10,000,000 shares authorized, none issued






Common stock, $.01 par value:Authorized shares 
    40,000,000 issued and outstanding shares  8,946,000
    and 8,806,000 at December 31, 2006 and 2005, respectively


89



88Additional paid-in capital


37,408



37,023Accumulated deficit


(20,019
)


(18,200
)Total stockholders equity


17,478



18,911Total liabilities and
    stockholders equity

$
34,040


$
33,903    31




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##### Table of Contents



PYRAMID
    BREWERIES INC.



CONSOLIDATED
    STATEMENTS OF OPERATIONS  Years Ended December 31,2006


2005


2004(In thousands, except per share amounts)Gross sales

$
54,338


$
50,886


$
42,176Less excise taxes


3,982



2,528



2,092Net sales


50,356



48,358



40,084Cost of sales


38,761



38,001



32,803Gross margin


11,595



10,357



7,281Selling, general and
    administrative expenses


12,961



11,364



10,050Operating loss


(1,366
)


(1,007
)


(2,769
)Other (expense) income, net


(190
)


(45
)


44Loss before income taxes


(1,556
)


(1,052
)


(2,725
)Provision for income taxes


(5
)


(3
)


(4
)Net loss

$
(1,561
)

$
(1,055
)

$
(2,729
)Basic and diluted net loss per
    share

$
(0.18
)

$
(0.12
)

$
(0.32
)Weighted average basic and diluted
    shares outstanding


8,872,000



8,794,000



8,578,000Cash dividends declared per share

$



$



$
0.088    32




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##### Table of Contents



PYRAMID
    BREWERIES INC.



CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY  NoteAdditional


Receivable-





TotalCommon Stock


Paid-in


Related-


Accumulated


StockholdersShares


Amount


Capital


Party


Deficit


Equity(In thousands)Balance, December 31, 2003


8,620


$
86


$
36,347


$
(764
)

$
(13,466
)

$
22,203Net loss


















(2,729
)


(2,729
)Dividends declared


















(950
)


(950
)Stock issued via employee stock
    purchase plan


472



5



1,530











1,535Exercised stock options


71



1



163











164Stock-based compensation










19











19Note repayment














764







764Shares repurchased and retired


(387
)


(4
)


(1,229
)










(1,233
)Balance, December 31, 2004


8,776


$
88


$
36,830


$



$
(17,145
)

$
19,773Net loss


















(1,055
)


(1,055
)Stock issued via employee stock
    purchase plan


29







47











47Exercised stock options


1



















Stock-based compensation










146











146Balance, December 31, 2005


8,806


$
88


$
37,023


$



$
(18,200
)

$
18,911Cumulative effect of adjustments
    from the adoption of SAB No. 108


















(258
)


(258
)Adjusted balance,
    December 31, 2005


8,806


$
88


$
37,023


$



$
(18,458
)

$
18,653Net loss


















(1,561
)


(1,561
)Stock issued via employee stock
    purchase plan


13







26











26Exercised stock options


18







39











39Stock-based compensation


109



1



320











321Balance, December 31, 2006


8,946


$
89


$
37,408


$



$
(20,019
)

$
17,478    33




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##### Table of Contents



PYRAMID
    BREWERIES INC.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Years Ended December 31,2006


2005


2004(In thousands)OPERATING ACTIVITIES:Net loss

$
(1,561
)

$
(1,055
)

$
(2,729
)Adjustments to reconcile net loss
    to net cash provided by operating activities:Depreciation and amortization


2,381



2,765



2,668Stock-based compensation expense


321



146



19Interest expense










4Loss (gain) on sale of fixed assets


74



(415
)


10Deferred rent


(129
)


(78
)


(133
)TTB excise tax obligation


700







Changes in operating assets and
    liabilities:Accounts receivable


(214
)


(744
)


69Inventories


(78
)


289



83Prepaid expenses and other


(474
)


(347
)


94Accounts payable and accrued
    expenses


90



556



1,243Refundable deposits


(44
)


143



(10
)Net cash provided by operating
    activities


1,066



1,260



1,318INVESTING ACTIVITIES:Acquisitions of fixed assets


(891
)


(981
)


(1,002
)Proceeds from sale of fixed assets






783



11Acquisition of Portland Brewing
    Company Assets










(1,416
)Proceeds from the sale and
    maturities of
    available-for-sale
    securities










492Acquisition of Berkeley facility
    land and building










(195
)Net cash used in investing
    activities


(891
)


(198
)


(2,110
)FINANCING ACTIVITIES:Note payable


(99
)


(100
)


(20
)Payment on capital lease obligation


(264
)






Payment on TTB excise tax
    obligation


(66
)






Proceeds from exercise of stock
    options and stock issuance through the employee stock purchase
    plan


65



47



224(Cash paid) net borrowings on line
    of credit






(400
)


400Deferred financing fees










(68
)Borrowings on short-term note
    payable to related party










200Cash dividends paid






(193
)


(1,137
)Purchase and retirement of common
    stock










(365
)Net cash used in financing
    activities


(364
)


(646
)


(766
)(Decrease) increase in cash and
    cash equivalents


(189
)


416



(1,558
)Cash and cash equivalents at
    beginning of year


416







1,558Cash and cash equivalents at end
    of year

$
227


$
416


$
SUPPLEMENTAL DATA:Interest paid

$
605


$
520


$
220Acquisition of fixed assets
    through capital lease


1,154







Acquisition of Berkeley facility
    for debt










7,000Stock issued for purchase of
    Portland Brewing Company assets










1,474Notes receivable repaid through
    stock repurchase










843    34




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##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Nature of
    Operations and Summary of Significant Accounting
    Policies  The
    Company
    Basis
    of Consolidation
    Use of
    Estimates
    Cash
    and Cash Equivalents
    Fair
    Value of Financial Instruments
    Accounts
    Receivable
   35




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##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Inventories
  first-in,
  Fixed
    Assets
    Buildings

15 to 40 yearsBrewery and retail equipment

5 to 25 yearsFurniture and fixtures

3 to 5 yearsLeasehold improvements

Shorter of lease term or life of 3
    to 25 years       Goodwill
    Trademarks
    Revenue
    Recognition
   36




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##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent
  Shipping
    and Handling Costs
    Excise
    Taxes
      Cost
    of Sales
    Advertising
    Costs
     37




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##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Other
    (Expense) Income, Net
    Years Ended December 31,2006


2005


2004Interest expense

$
(605
)

$
(520
)

$
(224
)Sublease income


244



217



90Parking income


202



212



188Amortization-loan fee


(42
)


(43
)


(46
)Interest income


12



9



22Other (expense) income


(1
)


80



14Other (expense) income, net

$
(190
)

$
(45
)

$
44   Income
    Taxes
      Net
    Loss Per Share
        Years Ended December 31,2006


2005


2004Net loss

$
(1,561
)

$
(1,055
)

$
(2,729
)Basic and diluted:Weighted average shares outstanding


8,872



8,794



8,578Weighted average basic and diluted
    shares outstanding


8,872



8,794



8,578Basic and diluted net loss per
    share

$
(0.18
)

$
(0.12
)

$
(0.32
)  38




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##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Liquidity
                 39




---



##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Recently
    Issued Accounting Pronouncements
  Share-Based
    Payment (Revised 2004)
  No. 06-3, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (That Is, Gross versus Net Presentation) 06-3, No. 06-3.
  Accounting for Uncertainty in Income
    Taxes  an Interpretation of FASB Statement
    No. 109
  Considering the Effects of Prior Year Misstatements when
    Quantifying Current Year Misstatements.
  Fair Value
    Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an Amendment of FASB Statement
    No. 115.
 40




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##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2.
    Net
    Assets and Liabilities Held for Sale      Point of sale inventory

$
42Legal fees and transition costs


44Current assets held for sale

$
86Property and equipment, net of
    accumulated depreciation

$
17Goodwill


415Long term assets held for sale

$
432Keg deposit liability

$
69Other liabilities


9Current liabilities held for sale

$
78Net assets and liabilities held
    for sale

$
440   3.
    Portland
    Brewing Company Asset Acquisition and Contract Brewing
    Arrangement      
    we subleased to Portland Brewing the premises on which the
    Portland Brewery is located and leased to Portland Brewing
    certain brewery equipment;
    we engaged Portland Brewing to produce certain Company-branded
    beers on those premises; and
    we provided employees to Portland Brewing for Portland
    Brewings use in brewery operations. 41




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##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent
    2004Net sales


45,834Net loss

$
(3,752
)Basic and diluted net loss per
    share

$
(0.44
)Weighted average basic and diluted
    shares outstanding


8,578     Assets acquired:Cash

$
3Accounts receivable


978Inventories


559Property, plant and equipment


2,730Other long-term assets


24Total tangible assets


4,294Intangible assets acquired


228Total purchase price

$
4,522       4.
    Sale of
    Equipment   42




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##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    5.
    Inventories    2006


2005Raw materials

$
825


$
741Work in process


226



123Finished goods


826



977$
1,877


$
1,841     6.
    Fixed
    Assets    2006


2005Land

$
6,181


$
6,181Buildings


11,895



11,895Brewery and retail equipment


18,344



17,614Furniture and fixtures


1,095



1,142Leasehold improvements


6,086



6,060Construction in progress


271



6843,872



42,960Less accumulated depreciation and
    amortization


(17,588
)


(16,294
)$
26,284


$
26,666     7.
    Note Receivable 
    Related Party   43




---



##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Accrued
    Expenses    2006


2005Salaries, wages and related
    accruals

$
1,530


$
1,415Barrel taxes


283



272Other accruals


1,021



1,083$
2,834


$
2,770   9.
    Line of
    Credit    10.
    Debt  wholly-owned
   44




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##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2007

$
1052008


1102009


1182010


1252011


132Thereafter


7,081$
7,671   11.
    Leases    30-month
    Operating


CapitalLeases


Leases2007

$
1,226


$
4312008


1,094



5232009


861



2010


667



2011


590



Thereafter


575



$
5,013


$
954Less portion representing interest






(64
)Total capital lease obligations
    including current portion





$
890     12.
    Contingencies   45




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##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  long-term
        13.
    Cash
    Dividend   46




---



##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    14.
    Stock
    Buyback Plan    15.
    Stock-Based
    Compensation  Share-Based Payment, Accounting for
    Stock Issued to Employees
  Accounting for
    Stock-Based Compensation Accounting for Stock-Based
    Compensation Transition and Disclosure Transition Election Related to Accounting for the Tax Effects
    of Share-Based Payment Awards
  Stock-Based
    Compensation Plans
   47




---



##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           Stock
    Options
    WeightedWeighted


Average


AggregateAverage


Remaining


Intrinsic ValueExercise


Contractual


at December 31,Shares


Price


Term


2006Outstanding at December 31,
    2005


641,000


$
2.47Granted


25,000



2.57Exercised


(18,334
)


2.11






$
19,984Canceled/Forfeited


(108,166
)


3.50Outstanding at December 31,
    2006


539,500


$
2.28



4.9


$
1,230,623Awards exercisable at
    December 31, 2006


534,221


$
2.28



4.9


$
1,218,262Weighted average fair value of
    awards granted during the period


$1.43  48




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##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Awards OutstandingWeighted


Awards ExercisableWeighted


Average





WeightedAverage


Remaining





AverageRange of Exercise




Exercise


Contractual





ExercisePrices

Shares


Price


Term


Shares


Price$0.01-$1.90


29,500


$
1.79



3.1



29,500


$
1.79$1.91-$2.20


290,000


$
2.09



4.9



290,000


$
2.09$2.21-$2.50


42,500


$
2.37



5.3



38,888


$
2.38$2.51-$2.80


147,500


$
2.58



4.7



145,833


$
2.57$2.81-$3.10


30,000


$
3.07



6.5



30,000


$
3.07539,500


$
2.28



4.9



534,221


$
2.28     WeightedAverageShares


Grant Date(Rounded)


Fair ValueNonvested balance at
    December 31, 2005


96,891


$
0.81Granted


25,000



1.43Vested


(54,889
)


1.10Forfeited


(61,723
)


0.79Nonvested balance at
    December 31, 2006


5,279


$
0.88   Fair
    Value of Stock Option Assumptions
   49




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##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Years Ended December 31,2006


2005


2004Risk-free interest rate


2.12-4.95
%


4.40-4.41
%


1.71-3.67
%Expected life


4 yrs



4 yrs



7 yrsExpected volatility


44.5
%


27.8
%


51.0
%Expected dividend yield

$
0.00


$
0.00


$
0.176   Restricted
    Stock Awards
      WeightedAverageShares


Grant Date(Rounded)


Fair ValueOutstanding at December 31,
    2005





$
Granted


105,000


$
2.59Vested


(105,000
)

$
2.59Canceled/Forfeited






Outstanding at December 31,
    2006





$
   Employee
    Stock Purchase Plan
        Stock-based
    Compensation Expense and Proceeds
   50




---



##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Pro
    forma Effect of Stock-Based Compensation Under
    SFAS No. 123(R) and APB No. 25
    Years Ended December 31,2005


2004Net loss as reported

$
(1,055
)

$
(2,729
)Add: Stock-based compensation cost
    as reported


64



56Less: Stock-based compensation
    cost determined under the fair value based method


(94
)


(158
)Net loss as adjusted

$
(1,085
)

$
(2,831
)Basic and diluted net loss per
    share as reported

$
(0.12
)

$
(0.32
)Basic and diluted net loss per
    share as adjusted

$
(0.12
)

$
(0.33
)   16.
    Employee
    401(k) Plan    17.
    Shareholder
    Rights Plan   51




---



##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   18.
    Income
    Taxes    2006


2005


2004Current

$
(5
)

$
(3
)

$
(4
)Deferred










$
(5
)

$
(3
)

$
(4
)     December 31,2006


2005


2004Federal statutory rate


34.0
%


34.0
%


34.0
%State taxes, net of federal income
    tax benefit


2.1



2.8



3.6Meals and entertainment


(9.3
)


(13.0
)


(3.1
)Valuation allowance


(27.0
)


(24.1
)


(34.4
)(0.2
)%


(0.3
)%


0.1
%     2006


2005Deferred tax
    liabilities:Depreciation

$
(873
)

$
(1,074
)Goodwill


(50
)


(31
)Deferred tax liabilities

$
(923
)

$
(1,105
)Deferred tax assets:Employee benefits


365



207Deferred rent


257



228Deferred compensation


107



31Package design costs


165



189Trademarks


31



21Unicap


41



43Charitable contribution
    carryforward


92



84Inventory


11



8Other


32



35Net operating loss and tax credit
    carryforward


3,385



3,4094,486



4,255Less valuation allowance


(3,563
)


(3,150
)Deferred tax assets, net

$
923


$
1,105Net deferred tax asset and
    liability






  52




---



##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    19.
    Segment
    Information and Other Data       53




---



##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     BeverageOperations


Alehouse


Other


TotalYear ended December 31,
    2006Gross revenues from external
    customers

$
39,272


$
15,066


$



$
54,338Net revenues from external
    customers


35,290



15,066







50,356Intersegment revenues


542







(542
)


Interest income










12



12Depreciation and amortization


1,325



900



156



2,381Operating income (loss)


5,288



752



(7,406
)


(1,366
)Capital expenditures


1,916



72



48



2,036Total assets


20,265



4,923



8,852



34,040Year ended December 31,
    2005Gross revenues from external
    customers

$
35,525


$
15,361


$



$
50,886Net revenues from external
    customers


32,997



15,361







48,358Intersegment revenues


609







(609
)


Interest income










9



9Depreciation and amortization


1,609



960



196



2,765Operating income (loss)


4,770



446



(6,223
)


(1,007
)Capital expenditures


726



180



75



981Total assets


19,714



5,562



8,627



33,903Year ended December 31,
    2004Gross revenues from external
    customers

$
28,172


$
14,004


$



$
42,176Net revenues from external
    customers


26,080



14,004







40,084Intersegment revenues


546







(546
)


Interest income










22



22Depreciation and amortization


1,607



841



220



2,668Operating income (loss)


2,383



438



(5,590
)


(2,769
)Capital expenditures


555



250



197



1,002Total assets


20,692



6,266



7,358



34,316   20.
    Impact of
    Staff Accounting Bulletin No. 108
    (SAB 108)   54




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##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Depreciation of Leasehold Improvements.
    Deferred Rent.
    Impact of Adjustment.
  Accumulated depreciation

$
34Deferred rent


174Rent expense


54Depreciation expense


(4
)Accumulated deficit

$
258   21.
    Subsequent
    Events    and/or
 55




---



##### Table of Contents



PYRAMID
    BREWERIES INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      22.
    Quarterly
    Financial Data (Unaudited)    2006 Quarters Ended


2005 Quarters EndedDecember 31


September 30


June 30


March 31


December 31


September 30


June 30


March 31Gross sales

$
12,478


$
15,777


$
14,576


$
11,507


$
12,432


$
14,284


$
13,713


$
10,457Net sales


11,658



14,102



13,740



10,856



11,912



13,526



13,020



9,900Gross margin


2,170



3,333



3,612



2,480



2,504



3,354



2,995



1,504Operating (loss) income


(1,142
)


103



123



(450
)


(561
)


444



175



(1,065
)Net (loss) income


(1,214
)


130



28



(505
)


(531
)


439



168



(1,131
)Basic and diluted net (loss)
    income per share

$
(0.14
)

$
0.01


$
0.00


$
(0.06
)

$
0.06


$
0.05


$
0.02


$
(0.13
)  56




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure   Item 9A.  Controls
    and Procedures  Procedures
  Evaluation of disclosure controls and procedure
  Form 10-K, Form 10-K, Rules 13a-15(e) 15d-15(e)
  Changes in Internal Control Over Financial
    Reporting
    
    Hiring of a seasoned senior financial executive as Chief
    Financial Officer, with experience at the senior financial level
    in both public and private companies.
    Strengthening of the manual processes related to the support,
    review and summarization of financial information, which
    resulted in a substantial reduction in the number of control
    deficiencies during 2006.
    Our accounting personnel hired in the fourth quarter of 2005
    have benefited from the 2006 year in terms of additional
    monitoring and oversight of the work performed by accounting and
    financial reporting personnel.
    Hiring of additional skilled accounting personnel during the
    2006 year end close, to strengthen the existing accounting
    department and manual controls.
    Hiring an independent third party to assist in the preparation
    and review of the tax provisions and related disclosures.    Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Board of
    Directors and Nominees, Management,
    Section 16(a) Beneficial Ownership Reporting
    Compliance Corporate Governance
 57




---



##### Table of Contents



Item 11.
    Executive
    Compensation  Compensation of
    Directors, Compensation Discussion and
    Analysis Executive Compensation
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Principal
    Shareholders
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Corporate
    Governance, Meetings and Committees of the Board of
    Directors Transactions with Related
    Persons
  Item 14.
    Principal
    Accounting Fees and Services  Proposal No. 2  Ratification of
    Independent Registered Public Accounting Firm
 PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  Documents filed as part of this report are as
    follows:
  1.


Financial Statements:Independent Registered Public
    Accounting FirmConsolidated Balance SheetsConsolidated Statements of IncomeConsolidated Statements of
    Stockholders EquityConsolidated Statements of Cash
    FlowsNotes to Consolidated Financial
    Statements2.


Financial Statement Schedules:
    None.3.


Exhibits: The required exhibits
    are included at the end of this report and are described in the
    Exhibit Index.  58




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##### Table of Contents



SIGNATURES    
  By
    /s/  SCOTT
    S. BARNUM   Chief Executive Officer
    Signature

Title

Date/s/  GEORGE
    HANCOCKGeorge
    Hancock

Chairman of the Board and Director

March 29, 2007/s/  SCOTT
    BARNUMScott
    Barnum

President and Chief
    Executive Officer, Director(its principal executive officer)

March 29, 2007/s/  MICHAEL
    OBRIENMichael
    OBrien

Chief Financial Officer
    and Vice President of Finance(its principal financial officer)

March 29, 2007/s/  LEE
    ANDREWSLee
    Andrews

Director

March 29, 2007/s/  KURT
    DAMMEIERKurt
    Dammeier

Director

March 29, 2007/s/  HELEN
    ROCKEYHelen
    Rockey

Director

March 29, 2007/s/  DAVID
    ROSTOVDavid
    Rostov

Director

March 29, 2007/s/  SCOTT
    SVENSONScott
    Svenson

Director

March 29, 2007  59




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##### Table of Contents



EXHIBIT INDEX  Form 10-K cross-referenced
  ExhibitNo.

Description3
.1

Amended and Restated Articles of
    Incorporation of Registrant(1)3
.2

Form of Amended and Restated
    Bylaws of Registrant(1)3
.3

Rights Agreement between
    ChaseMellon Shareholder Services LLC and the Registrant dated
    June 14, 1999(2)4
.1

Form of Common Stock Certificate(1)10
.1

Lease between Harold W. Hill and
    the Registrant dated April 13, 1994(3)10
.2

Addendum of Lease between Harold
    W. Hill and the Registrant dated November 28, 1994(3)10
.3

Second Addendum of Lease between
    1201 Building L.L.C. and the Registrant dated June 26,
    1995(3)10
.4

Distribution Agreement between the
    Registrant and Alaska Distributors Co. dated June 24, 200510
.5*

Registrants Non-Employee
    Director Stock Option Plan(3)10
.6*

Form of Non-Qualified Stock Option
    Agreement(3)10
.7

Assignment, Assumption and Consent
    Agreement between KLP Properties, Inc., Faultline Brewing
    Company Inc., and the Registrant dated October 26, 2001(4)10
.8

Sublease between KLP Properties,
    Inc. and Faultline Brewing Company, Inc. dated April 3,
    1996(4)10
.9

Lease between Peter Vasconi and
    the James and Maura Belka Trust dated December 28, 1995(4)10
.10

Commercial Lease between County
    Supervisors Association of California and Pyramid
    Breweries Inc. dated April 15, 2002(5)10
.11

Registrants 2003 Employee
    Stock Purchase Plan(5)10
.12*

Registrants Non-Employee
    Director Stock Compensation Plan(5)10
.13

Asset Purchase Agreement between
    Pyramid Breweries Inc., Portland Brewing Company and PBC
    Acquisition, LLC dated January 26, 2004(6)10
.14*

Registrants 2004 Equity
    Incentive Plan(7)10
.15

Promissory Note from Pyramid
    Gilman Street Property, LLC to Morgan Stanley Capital Inc.(8)10
.16

Deed of Trust, Assignment of
    Leases and Rents, Security Agreement and Fixture Filing between
    Pyramid Gilman Street Property, LLC and Morgan Stanley Mortgage
    Capital Inc.(8)10
.17

Reserve and Security Agreement
    between Pyramid Gilman Street Property, LLC and Morgan Stanley
    Mortgage Capital Inc.(8)10
.18

Guaranty of Recourse Obligations
    of Borrower from Pyramid Breweries Inc. to Morgan Stanley
    Mortgage Capital Inc.(8)10
.19

Indemnification Agreement between
    Pyramid Breweries Inc. and Portland Brewing Company dated
    February 14, 2006(9)10
.20

Indenture of Lease (Alehouse)
    between MacTarnahan Limited Partnership dba Harmer Company
    and PBC Acquisition, LLC dated July 31, 2004(9)10
.21

Indenture of Lease (Brewery)
    between MacTarnahan Limited Partnership dba Harmer Company
    and PBC Acquisition, LLC dated July 31, 2004(9)10
.22

Lease Extension Agreement between
    MacTarnahan Limited Partnership and PBC Acquisition, LLC dated
    July 31, 200610
.23

Assignment and Assumption of Lease
    (Alehouse) between PBC Acquisition, LLC and Pyramid
    Breweries Inc. dated October 27, 2006.10
.24

Assignment and Assumption of Lease
    (Brewery) between PBC Acquisition, LLC and Pyramid
    Breweries Inc. dated October 27, 2006.10
.25

Commercial Security Agreement
    pursuant to Line of Credit with First Mutual Bank dated
    May 14, 2004, as amended(9)10
.26*

Directors Compensation Plan(9) 60




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##### Table of Contents



ExhibitNo.

Description10
.27*

2006 Officers Incentive
    Compensation Plan Policy(10)10
.28*

Employment Agreement between the
    Registrant and Gary McGrath(10)10
.29*

Employment Agreement between the
    Registrant and Mark House(10)10
.30*

Employment Agreement between the
    Registrant and Patrick Coll(10)10
.31*

Employment Agreement between the
    Registrant and Scott Barnum(11)10
.32*

Employment Agreement between the
    Registrant and Michael OBrien(12)10
.33

Summary of Termination of Portland
    Brewing Agreements(13)10
.34

Asset Purchase Agreement dated
    January 2, 2007(14)10
.35*

Employment Separation Agreement
    between the Registrant and Jason Rees10
.36*

Separation Agreement and Release
    between the Registrant and John Lennon10
.37*

Form of Restricted Stock Agreement
    (Annual Award)10
.38*

Form of Restricted Stock Agreement
    (Annual Performance Award)10
.39

Settlement and Release Agreement
    between Registrant, Portland Brewing Company and the US
    Department of Treasury-Alcohol and Tobacco, Tax & Trade
    Bureau dated November 10, 200621
.1

Subsidiaries of Pyramid
    Breweries Inc.23
.1

Consent of Moss Adams LLP31
.1

Certification Pursuant to 18 U.S.C
    Section 1350, as Adopted Pursuant to Section 302 of
    the Sarbanes-Oxley Act of 2002: Scott Barnum, President and
    Chief Executive Officer31
.2

Certification Pursuant to 18 U.S.C
    Section 1350, as Adopted Pursuant to Section 302 of
    the Sarbanes-Oxley Act of 2002: Michael OBrien, Chief
    Financial Officer and Vice President of Finance32
.1

Certification Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002: Scott
    Barnum, President and Chief Executive Officer32
.2

Certification Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002: Michael
    OBrien, Chief Financial Officer and Vice President of
    Finance     *
    
    Indicates management contract or compensatory plan or arrangement(1)
    
    Incorporated by reference to the Registrants Annual Report
    on Form
    10-K/A for
    the year ended December 31, 2003, as amended
    December 10, 2004.(2)
    
    Incorporated by reference to the Current Report on
    Form 8-K
    dated June 17, 1999.(3)
    
    Incorporated by reference to the exhibits filed as part of the
    Registration Statement on
    Form S-1
    of Pyramid Breweries Inc. (File No.
    33-97834).(4)
    
    Incorporated by reference to the Registrants Annual Report
    on Form 10-K
    for the year ended December 31, 2001.(5)
    
    Incorporated by reference to the Registrants Annual Report
    on Form 10-K
    for the year ended December 31, 2002.(6)
    
    Incorporated by reference to the Current Report on
    Form 8-K
    January 28, 2004.(7)
    
    Incorporated by reference to the Registrants
    Form S-8
    dated July 22, 2004.(8)
    
    Incorporated by reference to the Registrants Annual Report
    on Form
    10-K/A for
    the year ended December 31, 2004, as amended April 11,
    2005, May 4, 2005 and June 10, 2005.(9)
    
    Incorporated by reference to the Registrants Annual Report
    on Form 10-K
    for the year ended December 31, 2005.(10)
    
    Incorporated by reference to the Current Report on
    Form 8-K
    May 11, 2006.(11)
    
    Incorporated by reference to the Current Report on
    Form 8-K
    dated November 9, 2006.(12)
    
    Incorporated by reference to the Registrants Quarterly
    Report on Form
    10-Q for the
    quarter ended June 30, 2006.(13)
    
    Incorporated by reference to the Current Report on
    Form 8-K
    October 4, 2006.(14)
    
    Incorporated by reference to the Current Report on
    Form 8-K
    January 2, 2007. 61