<Page>

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

/X/  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED DECEMBER 30, 2001

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

                         COMMISSION FILE NUMBER 0-20845

                       BIG BUCK BREWERY & STEAKHOUSE, INC.
                 (Name of Small Business Issuer in Its Charter)

                   MICHIGAN                                 38-3196031
        (State or Other Jurisdiction of                  (I.R.S. Employer
         Incorporation or Organization)                   Identification No.)

               550 SOUTH WISCONSIN STREET, GAYLORD, MICHIGAN 49734
          (Address of Principal Executive Offices, including Zip Code)

                                 (989) 731-0401
                (Issuer's Telephone Number, including Area Code)

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

                                      NONE

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

    UNITS (EACH CONSISTING OF ONE SHARE OF COMMON STOCK, $0.01 PAR VALUE, AND
     ONE REDEEMABLE CLASS A WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK),
         COMMON STOCK ($0.01 PAR VALUE) AND REDEEMABLE CLASS A WARRANTS
                            TO PURCHASE COMMON STOCK
                                (Title of Class)

     Check whether the issuer: (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. / /

     The issuer's revenues for its most recent fiscal year were $17,487,957.

     The aggregate market value of the common equity held by non-affiliates of
the issuer as of March 20, 2002, was approximately $760,431.

     As of March 20, 2002, the issuer had outstanding 6,083,358 shares of common
stock and 2,550,000 Class A Warrants.

                       DOCUMENTS INCORPORATED BY REFERENCE

     None.

===============================================================================

<Page>

                                TABLE OF CONTENTS

<Table>
<S>                                                                                 <C>
PART I.............................................................................  1
         ITEM 1     Description of Business........................................  1
         ITEM 2     Description of Property........................................  6
         ITEM 3     Legal Proceedings.............................................. 10
         ITEM 4     Submission of Matters to a Vote of Security Holders............ 12

PART II............................................................................ 13
         ITEM 5     Market for Common Equity and Related Shareholder Matters....... 13
         ITEM 6     Management's Discussion and Analysis or Plan of Operation...... 14
         ITEM 7     Financial Statements........................................... 34
         ITEM 8     Changes in and Disagreements with Accountants on Accounting
                    and Financial Disclosure....................................... 51

PART III........................................................................... 52
         ITEM 9     Directors, Executive Officers, Promoters and Control Persons;
                    Compliance with Section 16(a) of the Exchange Act.............. 52
         ITEM 10    Executive Compensation......................................... 55
         ITEM 11    Security Ownership of Certain Beneficial Owners and Management  57
         ITEM 12    Certain Relationships and Related Transactions................. 60
         ITEM 13    Exhibits, List and Reports on Form 8-K......................... 63

SIGNATURES......................................................................... 64

INDEX TO EXHIBITS.................................................................. 66
</Table>

                                        i
<Page>

     THE FOLLOWING DISCUSSION CONTAINS VARIOUS FORWARD-LOOKING STATEMENTS WITHIN
THE MEANING OF SECTION 21E OF THE EXCHANGE ACT. ALTHOUGH WE BELIEVE THAT, IN
MAKING ANY SUCH STATEMENT, OUR EXPECTATIONS ARE BASED ON REASONABLE ASSUMPTIONS,
ANY SUCH STATEMENT MAY BE INFLUENCED BY FACTORS THAT COULD CAUSE ACTUAL OUTCOMES
AND RESULTS TO BE MATERIALLY DIFFERENT FROM THOSE PROJECTED. WHEN USED IN THE
FOLLOWING DISCUSSION, THE WORDS "ANTICIPATES," "BELIEVES," "EXPECTS," "INTENDS,"
"PLANS," "ESTIMATES" AND SIMILAR EXPRESSIONS, AS THEY RELATE TO US OR OUR
MANAGEMENT, ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO NUMEROUS RISKS AND UNCERTAINTIES THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE ANTICIPATED. FACTORS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE ANTICIPATED,
CERTAIN OF WHICH ARE BEYOND OUR CONTROL, ARE SET FORTH UNDER THE CAPTION
"MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - CAUTIONARY
STATEMENT."

     OUR ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS COULD DIFFER MATERIALLY
FROM THOSE EXPRESSED IN, OR IMPLIED BY, FORWARD-LOOKING STATEMENTS. ACCORDINGLY,
WE CANNOT BE CERTAIN THAT ANY OF THE EVENTS ANTICIPATED BY FORWARD-LOOKING
STATEMENTS WILL OCCUR OR, IF ANY OF THEM DO OCCUR, WHAT IMPACT THEY WILL HAVE ON
US. WE CAUTION YOU TO KEEP IN MIND THE CAUTIONS AND RISKS DESCRIBED IN OUR
CAUTIONARY STATEMENT AND TO REFRAIN FROM ATTRIBUTING UNDUE CERTAINTY TO ANY
FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE OF THE DOCUMENT IN
WHICH THEY APPEAR.

                                     PART I

ITEM 1    DESCRIPTION OF BUSINESS

OVERVIEW

     We develop and operate restaurant-brewpubs under the name "Big Buck
Brewery & Steakhouse(SM)." We currently operate one unit in each of the
following cities in Michigan: Gaylord, Grand Rapids and Auburn Hills. In
addition, we opened a fourth unit in Grapevine, Texas, a suburb of Dallas, in
August 2000. This unit is owned and operated by Buck & Bass, L.P. pursuant to
our joint venture agreement with Bass Pro Outdoor World, L.L.C., a premier
retailer of outdoor sports equipment.

     We had planned, subject to obtaining adequate financing, to open our next
unit in Nashville, Tennessee. In March 2002, following the recommendation of the
landlord and after careful consideration of the marketplace and our limited
capital resources, we determined to discontinue our plans to open this unit. For
the foreseeable future, we plan to focus on the following objectives:

     -    exploration of licensing and franchising opportunities,

     -    refinancing of existing indebtedness,

     -    continued implementation of cost controls, and

     -    recapturing market share lost following the events of September 11.

     We were incorporated under the Michigan Business Corporation Act in
November 1993, as Michigan Brewery, Inc. All references to us herein include our
subsidiaries, unless otherwise noted. Our executive office is located at
550 South Wisconsin Street, Gaylord, Michigan 49734. Our telephone number is
(989) 731-0401.
<Page>

RESTAURANT OPERATIONS

     GENERAL. Big Buck Brewery & Steakhouses offer craft brewed beer brewed on
site along with a menu featuring steaks, ribs, chicken, fish, pasta and other
food in a unique, architecturally spacious setting. Our units offer over ten
different types of beers ranging from a light golden ale to a full-bodied stout.
We also offer customers a full selection of hard liquors. We attempt to create
an exciting yet casual restaurant where patrons can have fun and feel
comfortable.

     DESIGN AND LAYOUT. Big Buck Brewery & Steakhouses feature large, open and
visually stimulating dining areas, highlighted by gleaming stainless steel and
copper brewing equipment. Each unit's interior follows the same motif with a
warm, cozy atmosphere utilizing soft lighting and Amish furniture. The menu and
beer styles are the same at each existing unit.

     -    The Gaylord unit features a 4,000 square foot dining area and a
          1,600 square foot bar area, with combined seating capacity of
          approximately 420. It is decorated with a rustic wood-finished
          interior, mounted deer racks, 36-foot high vaulted ceilings and warm
          lighting. The specially commissioned Amish hand-carved wooden
          furniture and overhead genuine Tennessee whisky barrel lighting
          fixtures add character to the building's decor. The layout is
          flexible, permitting tables to be rearranged to accommodate customer
          demand. A wall of television sets, including a ten-foot screen
          television set, adjacent to the bar area provides customers the
          opportunity to watch sporting and other special events. The friendly
          and attentive staff, on-site brewing, summertime outdoor seating and
          live music are designed to create an appealing atmosphere for lunch,
          dinner and bar customers.

     -    The Grand Rapids unit's seating capacity is approximately 250 in the
          restaurant and bar combined. The brewing and fermenting tanks of this
          unit front directly on 28th Street, a street with an average daily
          vehicle count of approximately 52,000.

     -    The Auburn Hills unit, which houses a 15-barrel brewing system,
          encompasses approximately 26,700 square feet including brewery, bar
          and restaurant, with a total seating capacity of approximately 650.
          This unit is accessible to Detroit metro area residents.

     -    The Grapevine unit, which is located between Bass Pro Outdoor World, a
          premier retailer of outdoor sports equipment, and Embassy Suites
          Outdoor World Hotel and Convention Center on Bass Pro Drive,
          encompasses approximately 20,500 square feet including brewery, bar
          and restaurant. This unit has a total seating capacity of
          approximately 500 and is accessible to Dallas/Fort Worth metro area
          residents.

     MENU AND PRICING. The menu at each unit consists of appetizers, soups,
meal-sized salads, and entrees, including steaks, ribs, chicken, fish, pastas as
well as a variety of desserts. Management analyzes menu items for popularity,
profitability and ease of preparation. The menu items are selected to complement
our craft brewed beers. The menu is designed to offer a broad range of prices
that convey value to the customer. Entrees range in price from $6.99 to $22.99
with an average entree price of $12.99. During 2001 sales of alcohol, including
beer and wine, accounted for 17.9%, 19.3%, 20.6% and 22.2% of the Gaylord, Grand
Rapids, Auburn Hills and Grapevine unit sales, respectively.

     CUSTOMERS. We believe our restaurants appeal to a wide range of customers
and will draw clientele from throughout the region in which they are located.
Increased customer loyalty to our beers results in repeat business at each unit,
thereby increasing revenues from restaurant operations.

                                        2
<Page>

BREWING OPERATIONS

     GENERAL. The brewery at the Gaylord unit presently has the capacity to brew
10,000 barrels of beer per year, and is designed to produce 20,000 barrels per
year with the installation of additional fermentation tanks. The Grand Rapids
unit features a 7.5-barrel brewing system that can produce 7,000 barrels per
year with the installation of additional fermentation tanks. The Auburn Hills
unit features a 15-barrel brewing system that can produce 15,000 barrels per
year with the installation of additional fermentation tanks. The Grapevine unit
features a 15-barrel brewing system that can produce 15,000 barrels per year
with the installation of additional fermentation tanks. Each existing brewery
has been custom-designed to be integrated into the restaurant layout in an
efficient and aesthetically pleasing manner.

     QUALITY CONTROL. Quality control of each brewery is under the supervision
of our brewmaster. Each unit contains a laboratory to monitor and maintain
quality assurance in the brewing and packaging processes.

     INGREDIENTS. Beer is made primarily from four natural ingredients: malted
barley, hops, yeast and water. We use only the finest barley, primarily two row,
in our production. The universal spice of beer is hops. Hops, like the grapes
used in wine, are varietal. Brewers select hops based on specific varieties
grown in select areas around the world. Some hop varieties are selected for
their bittering qualities, while others are chosen for their ability to impart
distinctive aromas to the beer. Yeast is a uni-cellular organism whose
metabolism converts sugar into alcohol and carbon dioxide. We use only specially
selected yeast. The entire brewing process from mashing through filtration
typically is completed in 14 to 21 days, depending on the formulation and style
of the beer being brewed. We purchase the required raw materials from market
sources on a competitive bid basis.

SALES AND MARKETING

     We advertise primary through four-walls marketing, including the use of
table tents, in-house promotions and other events to build customer loyalty. We
strive to provide our customers with a dining experience that will encourage
repeat business and promote "word-of-mouth" advertising. To supplement our
service-oriented marketing efforts, we sell merchandise, including hats,
t-shirts, sweatshirts and other items bearing the Big Buck Brewery & Steakhouse
name and logo. During 2001, we incurred approximately $96,000 in marketing
expenses.

COMPETITION

     RESTAURANT COMPETITORS. The restaurant industry is highly competitive with
respect to price, service, location and food quality, including taste, freshness
and nutritional value. New restaurants have a high failure rate. New restaurants
generally experience a decline in revenue growth, or in actual revenues,
following a period of excitement that accompanies their opening. The restaurant
industry is also generally affected by changes in consumer preferences,
national, regional and local economic conditions, and demographic trends. The
performance of individual restaurants may also be affected by factors such as
traffic patterns, demographic considerations, and the type, number and location
of competing restaurants. In addition, factors such as inflation, increased
food, labor and employee benefit costs, and unavailability of experienced
management and hourly employees may also adversely affect the restaurant
industry in general and our units in particular. Restaurant operating costs are
further affected by increases in the minimum hourly wage, unemployment tax rates
and similar matters over which we have no control. We face numerous
well-established competitors, including national, regional and local restaurant
chains, possessing substantially greater financial, marketing, personnel and
other resources than we do. We also compete with a large variety of locally
owned restaurants, diners, and other establishments that offer moderately priced
food to the public and with other brewpubs. Competitors

                                        3
<Page>

could utilize the Big Buck Brewery & Steakhouse format or a related format. We
cannot assure you that we will be able to respond to various competitive factors
affecting the restaurant industry.

     BREWING INDUSTRY COMPETITORS. The domestic beer market is highly
     competitive due to:

     -    the enormous advertising and marketing expenditures by national and
          major regional brewers,

     -    the proliferation of craft breweries and brewpubs,

     -    the introduction of fuller-flavored products by certain major national
          brewers, and

     -    a general surplus of domestic brewing capacity, which facilitates
          existing contract brewer expansion and the entry of new contract
          brewers.

     We cannot assure you that demand for craft brewed beers will continue. Most
of our brewing competitors possess greater financial, marketing, personnel and
other resources than we do. We cannot assure you that we will be able to succeed
against such competition.

GOVERNMENT REGULATION

     BEER REGULATION. A significant percentage of our revenue is derived from
beer sales. Total sales of alcohol, including beer, wine and hard liquor,
accounted for 20.4% of our revenues during 2001. We must comply with federal
licensing requirements imposed by the Bureau of Alcohol, Tobacco and Firearms of
the United States Department of Treasury, as well as the licensing requirements
of states and municipalities where our units are located. Our failure to comply
with federal, state or local regulations could cause our licenses to be revoked
and force us to cease brewing and selling our beer. Typically, licenses must be
renewed annually and may be revoked or suspended for cause at any time. We
believe we are operating in substantial compliance with applicable laws and
regulations governing our operations.

     RESTAURANT REGULATION. The restaurant industry is subject to numerous
federal, state and local government regulations, including those relating to the
preparation and sale of food and those relating to building and zoning
requirements. We are subject to regulation by air and water pollution control
divisions of the Environmental Protection Agency of the United States and by
certain states and municipalities in which our units are located. We are also
subject to laws governing our relationship with our employees, including minimum
wage requirements, overtime, working and safety conditions and citizenship
requirements. Restaurant operating costs are affected by increases in the
minimum hourly wage, unemployment tax rates, sales taxes and similar matters,
such as any government-mandated health insurance, over which we have no control.
We believe we are operating in substantial compliance with applicable laws and
regulations governing our operations.

     DRAM-SHOP LAWS. We are subject to "dram-shop" laws in Michigan and Texas.
These laws generally provide someone injured by an intoxicated person the right
to recover damages from the establishment that wrongfully served alcoholic
beverages to such person. We carry liquor liability coverage as part of our
existing comprehensive general liability insurance. However, a judgment against
us under a dram-shop statute in excess of our liability coverage could have a
material adverse effect on our business, operating results, cash flows and
financial condition.

     STATE LIQUOR LAWS. We are licensed under Michigan law as a "brewpub." A
brewpub in Michigan is (1) limited to a combined annual production of not more
than 5,000 barrels, (2) limited to no more than three units in Michigan, and
(3) prohibited from selling beer on a wholesale basis. Buck & Bass is licensed
under Texas law as a "brewpub." A brewpub in Texas is limited to the production
of not

                                        4
<Page>

more than 5,000 barrels of malt liquor, ale, and beer for each licensed brewpub
established, operated, or maintained in Texas by the holder of the brewpub
license. Brewpubs in Michigan and Texas are also licensed to sell hard liquor
with appropriate licensing. Applicable legislation, regulations or
administrative interpretations of liquor laws may hinder our operations or
increase our operating costs.

     EXCISE TAXES. The federal government imposes an excise tax of $18.00 on
each barrel of beer produced for domestic consumption in the United States.
However, each brewer with production under 2,000,000 barrels per year is granted
a small brewer's excise tax credit in the amount of $11.00 per barrel on its
first 60,000 barrels produced annually. We cannot assure you that the federal
government will not reduce or eliminate this credit. Michigan imposes an excise
tax of $6.30 per barrel on each barrel of beer sold in Michigan. However, each
brewer that is a "brewpub" under Michigan law and manufactures less than 50,000
barrels per year is granted a brewer's excise tax credit in the amount of $2.00
per barrel. Buck & Bass is subject to excise taxes under Texas law. Excise taxes
in Texas are $6.138 per barrel for ale and malt liquor, and $6.00 per barrel for
beer. However, Texas grants a 25% tax exemption for manufacturers of beer whose
annual production in Texas does not exceed 75,000 barrels of beer per year. As a
result, Buck & Bass faces an effective excise tax of $4.50 per barrel for beer.
If our beer production exceeds the foregoing credit thresholds, our average
excise tax rate would increase.

     It is possible that the rate of excise taxation could be increased by
either federal or state governments, or both. Increased excise taxes on
alcoholic beverages have been considered by the federal government as an
additional source of tax revenue in connection with various proposals and could
be included in future legislation. Future increases in excise taxes on alcoholic
beverages, if enacted, could adversely affect our business, operating results,
cash flows and financial condition.

EMPLOYEES

     At December 30, 2001, we employed 419 persons at our units, including
approximately 112 full-time employees. Of our total number of employees,
30 served as restaurant management personnel, 8 served in executive and
corporate administrative capacities, and the remainder were hourly personnel. No
employee is covered by a collective bargaining agreement and we have never
experienced an organized work stoppage, strike or labor dispute. We consider
relations with our employees to be satisfactory.

TRADEMARKS AND SERVICE MARKS

     We claim trademark and service mark rights to, and ownership in, a number
of marks including, but not limited to, BIG BUCK BREWERY & STEAKHOUSE and BIG
BUCK BEER(R). Our service mark for BIG BUCK BREWERY & STEAKHOUSE expires in
September 2007 and our trademark for BIG BUCK BEER expires in March 2007. We
cannot assure you that our marks will be enforceable against prior users in the
areas where we conduct our operations. We regard our marks as having substantial
value and as being an important factor in the marketing of our restaurants and
beer. Our policy is to pursue registration of our marks whenever possible and to
oppose vigorously any infringement of our marks.

                                        5
<Page>

ITEM 2    DESCRIPTION OF PROPERTY

GAYLORD

     We own the Gaylord unit, including the real property on which it is
located. See "Description of Business - Restaurant Operations" for a
description of the Gaylord unit. As of March 27, 2002, we owed Wayne County
Employees' Retirement System ("WCERS") approximately $8.9 million. A first
priority lien in favor of WCERS on all of our assets, including the Gaylord
unit, our leasehold interest in the Auburn Hills unit, our leasehold interest
in the Grand Rapids unit and all of our other assets, now or hereafter
acquired, secures this indebtedness.

GRAND RAPIDS AND AUBURN HILLS

GRAND RAPIDS

     We purchased the Grand Rapids site in December 1996. The site included an
existing structure of approximately 8,200 square feet and is located on
28th Street in Grand Rapids. Seating capacity is approximately 250 for
restaurant and bar combined. The Grand Rapids unit opened in March 1997.

     In April 1997, we sold the Grand Rapids site, including all improvements
thereto, to an entity owned by one of our shareholders, Eyde Brothers
Development Co., pursuant to a real estate purchase and leaseback agreement
for $1.4 million. Pursuant to a separate lease agreement, we lease the Grand
Rapids site at a minimum annual base rent of $140,000 and a maximum annual
base rent of $192,500 over a ten-year term. The lease may be extended at our
option for up to two additional five-year terms. In addition to the annual
base rent, the lease, as amended in March 2000, provides that we are
obligated to pay annual percentage rent in the amount of 5% on gross sales at
the site in excess of $1.5 million per year. Because annual gross sales did
not exceed $1.5 million for the lease year ended April 2001, the lessor obtained
the right to require us to repurchase the Grand Rapids site.  In March 2002,
the lessor waived its right to require repurchase based upon annual gross
sales for the lease years ended April 2001 and April 2002. For more
information regarding such repurchase obligation, please review "Description
of Property - Repurchase Obligation." During 2001, we paid annual rent of
$17.07 per square foot at the Grand Rapids unit.

AUBURN HILLS

     We purchased the Auburn Hills site in August 1996. The site is just off of
Interstate 75 at exit 79. The unit constructed on this site encompasses
approximately 26,700 square feet including brewery, bar and restaurant. Seating
capacity is approximately 650 for the restaurant and bar combined. The Auburn
Hills unit opened in October 1997.

     In August 1997, we entered into a real estate purchase and leaseback
agreement providing for the sale of the Auburn Hills site to one of our
shareholders, Michael G. Eyde, for $4.0 million. In connection with this
transaction, we granted a five-year stock option, exercisable at $5.00 per
share, for 50,000 shares of our common stock to Mr. Eyde. We lease the Auburn
Hills site pursuant to a separate lease agreement which provides for a
minimum annual base rent of $400,000, and a maximum annual base rent of
$550,000, over a 25-year term. The lease may be extended at our option for up
to two additional ten-year terms. In addition to the annual base rent, we are
obligated to pay an annual percentage rent of 5.25% of gross sales at the
site in excess of $8.0 million per year. We were required to pay Mr. Eyde
annual percentage rent of $17,970 based upon annual gross sales for the third
year of the lease term. Annual gross sales for the fourth year of the lease
term did not exceed $8.0 million. If annual gross sales do not exceed $8.0
million for any two consecutive years during the lease term, Mr. Eyde will
have the right to require us to repurchase the Auburn Hills site. For more
information regarding such repurchase

                                        6
<Page>

obligation, please review "Description of Property - Repurchase Obligation."
During 2001, we paid annual rent of $14.98 per square foot at the Auburn
Hills unit.

TERMINATION PROVISIONS

     The Grand Rapids and Auburn Hills lessors may terminate in the event of a
default which is not cured within the applicable grace period. A default is
defined as:

     -    our failure to make a rental payment within 30 days after receipt of
          written notice that a payment is past due, or

     -    our failure to perform our obligations under the lease, other than
          rent payments, within 30 days after written notice of a curable
          violation;

provided, however, that if such default cannot be cured within the 30-day
period, a default will be deemed to have occurred only if we have failed to
commence a cure within such 30-day period. In the event of a default and
termination of either lease, we would be unable to continue operating the
related unit, which would have a material adverse effect on our business,
operating results, cash flows and financial condition.

REPURCHASE OBLIGATION

     Because annual gross sales at the Grand Rapids site did not exceed $1.5
million for the lease year ended April 2001, the lessor of the Grand Rapids
site obtained the right to require us to repurchase such site for $1.4
million, plus $70,000 for each lease year on a pro rata basis.  As noted
above, in March 2002, the lessor waived its right to require repurchase based
upon annual gross sales for the lease years ended April 2001 and April 2002.
The lessor of the Grand Rapids site has the option to require us to
repurchase such site after the seventh full lease year for the same price. We
also have the option to purchase the Grand Rapids site from the lessor after
the seventh full lease year for the same price.

     If annual gross sales at the Auborn Hills site do not exceed $8.0
million for any two consecutive years during the lease term, the lessor of
the Auburn Hills site could require us to repurchase such site for $4.0
million, plus $200,000 for each lease year on a pro rata basis.  We also have
the option to purchase the Auburn Hills site from the lessor after the
seventh full lease year for the same price.

     If either lessor elects to exercise his option to require us to repurchase
a site, we would be forced to repurchase such site at a premium over its sale
price. We cannot assure you that we will have sufficient funds to repurchase
either site. If we are required to repurchase a site and cannot do so, it would
have a material adverse impact on our business, operating results, cash flows
and financial condition.

GRAPEVINE

     The Grapevine unit is owned and operated by Buck & Bass pursuant to our
joint venture agreement with Bass Pro. The Grapevine unit is off Highway 121,
the major artery between downtown Dallas and the Dallas/Fort Worth airport. The
Grapevine site houses a 15-barrel brewing system and encompasses approximately
20,500 square feet including brewery, bar and restaurant, with a total seating
capacity of approximately 500.

     In September 1999, Bass Pro declared the limited partnership agreement of
Buck & Bass and the commercial sublease agreement for the Grapevine site to be
breached and in default due to, among other things, our failure to make our
required capital contribution. In February 2000, we made all required

                                        7
<Page>

capital contributions and satisfied all subcontractors' liens and claims. In
March 2000, we agreed with Bass Pro in writing to the reinstatement of the
limited partnership agreement and the sublease. In August 2000, we generated
approximately $1.4 million from the private placement of a $1.5 million
secured promissory note to WCERS. We used these funds and working capital to
lend $1.5 million to Buck & Bass in August 2000. These funds were applied by
Buck & Bass to the construction of the Grapevine unit.

     During the first quarter of 2001, certain contractors of Buck & Bass filed
liens and made demands for payment of additional sums aggregating approximately
$1.4 million in connection with the construction of the Grapevine unit. In
February 2001, as guarantor of the obligations of Buck & Bass, we arranged to
have filed of record a bond with respect to each lien for which we had received
notice. In March 2001, we obtained approximately $1.0 million in debt financing
from Crestmark Bank, guaranteed by WCERS, for working capital purposes including
the payment of such contractors. Although we have satisfied our obligations to
the subcontractors, we remain involved in litigation with the general
contractor. We cannot assure you that we will be able to fully and finally
discharge of record all outstanding liens and claims. If we fail to do so, we
may be in material default under the limited partnership agreement and the
commercial sublease agreement (described below). For more information regarding
such litigation, please review "Legal Proceedings - Grapevine Unit."

     The existence of such encumbrances, the failure of Buck & Bass to perform
quarterly customer satisfaction surveys and the failure of Buck & Bass to
achieve annual gross sales of $7.0 million give Bass Pro the ability to declare
an event of default under the sublease, terminate the sublease and demand all
unpaid and reasonably calculable future rent over the balance of the sublease
term. Pursuant to the limited partnership agreement, a material default under
the sublease would also entitle Bass Pro to purchase our interest in the joint
venture at 40% of book value, thereby eliminating our interest in the Grapevine
unit. Further, Bass Pro has the right to purchase up to 15% of our interest in
the joint venture, at 100% of our original cost, on or before August 31, 2002;
provided, however, that our interest in the joint venture may not be reduced
below 51%. The termination of the sublease or the elimination of our interest in
the Grapevine unit would have a material adverse effect on our business,
operating results, cash flows and financial condition.

     Pursuant to the above-referenced commercial sublease agreement, Buck & Bass
leases the Grapevine site from Bass Pro over a 15-year term. Buck & Bass may
extend the sublease for up to seven additional five-year terms. Buck & Bass is
obligated to pay an annual percentage rent in the amount of 5.5% on gross sales
less than $11.0 million per year and 6.5% on gross sales in excess of $11.0
million per year; provided, however, that the minimum annual base rent is
$385,000. The minimum annual base rent is required whether the Grapevine unit is
profitable or not. If Buck & Bass is required to pay in excess of the minimum
annual base rent, the funds available to us for other purposes will be reduced.
During 2001, Buck & Bass paid annual rent of $18.78 per square foot at the
Grapevine unit (when the second story bar area of such unit is included in the
total square footage).

     Bass Pro may terminate the sublease in the event of a default which is not
cured within the applicable grace period. In March 2000, we agreed with Bass Pro
in writing to revise the definition of default under the sublease. As amended,
the sublease provides that a default includes, but is not limited to:

     -    the failure of Buck & Bass to remain open during all business days,

     -    the failure of Buck & Bass to maintain on duty a fully trained service
          staff,

     -    the failure of Buck & Bass to provide high quality food of the type
          provided at our Gaylord unit,

                                        8
<Page>

     -    the failure of Buck & Bass to achieve gross sales in the first full
          calendar year immediately following the opening and for each calendar
          year thereafter of $7.0 million,

     -    Buck & Bass encumbering in any manner any interest in the subleased
          premises, or

     -    the failure of Buck & Bass to conduct full and complete customer
          surveys no less frequently than each calendar quarter.

     In the event of a default and termination of the joint venture agreement,
our interest in the Grapevine unit would be eliminated. This would have a
material adverse effect on our business, operating results, cash flows and
financial condition.

NASHVILLE

     In November 2000, we executed a lease with Opry Mills Limited
Partnership, a division of the Mills Corporation, for 20,046 square feet of
space in a one-level building in Nashville, Tennessee.  During 2001, we
received a $340,000 tenant allowance from Opry Mills.  In September 2001,
Opry Mills brought suit against us for breach of commercial lease. In March
2002, following the recommendation of the landlord and after careful
consideration of the marketplace and our limited capital resources, we
determined to discontinue our plans to open this unit. We based our decision
on several factors, including but not limited to:

     -    decreased tourism following the events of September 11,

     -    possible permanent relocation of the Grand Ole Opry away from the
          premises,

     -    information provided by Opry Mills showing that area restaurants of
          similar size have struggled to be profitable,

     -    increased steakhouse competition in the market,

     -    parking challenges, and

     -    traffic flow issues.

     As a consequence of such decision, we entered into a possession
agreement and a settlement and termination agreement with Opry Mills.
Pursuant to such agreements, we relinquished possession of the Nashville
premises to Opry Mills, we paid Opry Mills $200,000 for termination
of the related lease and the parties agreed to dismiss with prejudice the
litigation commenced by Opry Mills for breach of such lease. Under the terms
of such agreements, we also forfeited all improvements made to the site,
including assets purchased through use of the tenant allowance. For more
information regarding such settlement, see "Legal Proceedings - Nashville
Unit."

     In the opinion of management, our properties are adequately covered by
insurance.

                                        9
<Page>

ITEM 3    LEGAL PROCEEDINGS

GRAPEVINE UNIT

     On May 3, 2001, Knoebel Construction, Inc., the general contractor of the
Grapevine unit, sued Buck & Bass, L.P., BBBP Management Company, Bass Pro
Outdoor World, L.L.C., St. Paul Fire & Marine Insurance Company, Grapevine II,
L.P. and our company in the 352nd District Court of Tarrant County, Texas, for
breach of contract and quantum meruit, as well as claims under the Texas
Property Code for alleged failure to make prompt payment and alleged
misapplication of statutory construction trust funds. Our company owns an
89.9% interest in Buck & Bass. The proceeding is a lawsuit that arises out of
the construction of the Grapevine unit. Buck & Bass, as owner, and Knoebel, as
construction manager, signed an AIA "Standard Form of Agreement Between Owner
and Construction Manager" dated March 31, 2000. Under the agreement, Buck & Bass
hired Knoebel to construct the Grapevine unit. Knoebel alleges that it performed
its obligations under the agreement but is still owed $1,174,516 that Buck &
Bass has failed to pay. Buck & Bass disputes the amount of Knoebel's claims and
has sought to have the district court case abated while the parties pursue
mediation and binding arbitration, as required under the agreement. Knoebel also
seeks recovery under St. Paul's bond and foreclosure of a statutory lien. In
addition to its alleged damages of $1,174,516, Knoebel's petition asks for
attorneys' fees, court costs, and pre-judgment and post-judgment interest.

     On behalf of Buck & Bass, we have settled directly with and obtained
releases from the subcontractors on the Grapevine unit, as well as the project's
architect. Knoebel has asserted that it may dispute the validity of some or all
of the claims of the subcontractors and, therefore, will dispute the amount of
any offset that we would apply to Knoebel's claim based upon our payments to the
subcontractors. We cannot assure you that we will be able to fully and finally
discharge of record all outstanding liens and claims.

NASHVILLE UNIT

     In November 2000, we executed a lease with Opry Mills Limited
Partnership, a division of the Mills Corporation for 20,046 square feet of
space in a one-level building in Nashville, Tennessee.  During 2001, we
received a $340,000 tenant allowance from Opry Mills.  In September 2001,
Opry Mills brought suit against us in the Chancery Court for Davidson County,
Tennessee, for breach of a commercial lease agreement. This case was removed
to the U.S. District Court for the Middle District of Tennessee (Nashville
Division) in October 2001. In October 2001, Opry Mills brought a separate
suit against us in the General Sessions Court for Davidson County, Tennessee
for breach of the same commercial lease agreement (the "eviction action").
The eviction action was also removed to the U.S. District Court for the
Middle District of Tennessee in November 2001. The lawsuits sought both a
monetary judgment for unpaid rent and other moneys allegedly owed to Opry
Mills pursuant to the lease and that legal possession of the premises be
returned to Opry Mills. In March 2002, we entered into two agreements with
Opry Mills to resolve the lawsuits, a possession agreement and a settlement
and termination agreement. Pursuant to such agreements, we relinquished
possession of the Nashville premises to Opry Mills, we paid Opry Mills
$200,000 for termination of the related lease and the parties agreed to
dismiss with prejudice the litigation commenced by Opry Mills for breach of
such lease. Under the terms of such agreements, we also forfeited all
improvements made to the site, including assets purchased through use of the
tenant allowance.

     We also agreed to provide Opry Mills by April 30, 2002 a full and
complete release of liens and claims from suppliers, contractors or laborers
which performed work or supplied materials to the premises. We have also
agreed to indemnify Opry Mills from any claims or actions taken against Opry
Mills or the premises by any unpaid supplier, contractor or laborer which
performed work or supplied materials to the premises.

                                       10
<Page>

GENERAL

     In addition, we are involved in routine legal actions in the ordinary
course of our business. Although the outcomes of any such legal actions cannot
be predicted, in the opinion of management these routine legal proceedings are
unlikely to have a material adverse effect upon our business, operating results,
cash flows and financial condition.

                                       11
<Page>

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The 2001 Annual Meeting of Shareholders was held on December 11, 2001. Two
proposals were submitted for shareholder approval, both of which passed with
voting results as follows:

     (1)  To elect five directors for the ensuing year and until their
successors shall be elected and duly qualified.

<Table>
<Caption>
                                                              FOR               WITHHOLD AUTHORITY
                                                              ---               ------------------
                           <S>                                <C>                    <C>
                           William F. Rolinski                4,061,866              60,876
                           Jonathon D. Ahlbrand               4,062,966              59,776
                           Matthew P. Cullen                  4,062,866              59,876
                           Blair A. Murphy, D.O.*             4,062,666              60,076
                           Henry T. Siwecki                   4,063,366              59,376
</Table>

                           ----------
                           * Dr. Murphy passed away on December 1, 2001.

     (2)  To ratify the appointment of Plante & Moran, LLP as our independent
          auditors for the fiscal year ending December 30, 2001.

<Table>
                           <S>              <C>               <C>              <C>
                           For:             4,092,795         Against:         22,077
                           Abstain:             7,870         Non-Vote:             0
</Table>

EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table provides information with respect to our executive
officers as of March 20, 2002. Each executive officer has been appointed to
serve until his successor is duly appointed by the board or his earlier removal
or resignation from office.

<Table>
<Caption>
Name                       Age  Position With Big Buck
-----------------------    ---  ------------------------------------------------
<S>                        <C>  <C>
William F. Rolinski        54   Chief Executive Officer, President and Chairman of the Board
Anthony P. Dombrowski      41   Chief Financial Officer and Treasurer
Timothy J. Pugh            42   Executive Vice President of Operations
</Table>

     William F. Rolinski is a founder of our company and has been the Chief
Executive Officer, President and Chairman of the Board since our formation in
1993. From 1987 to 1994, Mr. Rolinski was the founder, secretary and corporate
counsel of Ward Lake Energy, Inc., an independent producer of natural gas in
Michigan. While Mr. Rolinski was at Ward Lake, the company drilled and produced
over 500 natural gas wells with combined reserves of over $200 million.

     Anthony P. Dombrowski became the Chief Financial Officer and Treasurer of
our company in May 1996. He acted as a consultant to our company, in the
capacity of Chief Financial Officer, from January 1996 to May 1996. From
February 1995 to May 1996, Mr. Dombrowski operated his own financial and
consulting business. From May 1989 to January 1995, Mr. Dombrowski was the Chief
Financial Officer of Ward Lake. Mr. Dombrowski began his career with Price
Waterhouse LLP in 1982.

     Timothy J. Pugh became our Executive Vice President of Operations in
December 2000. From November 1998 to November 2000, he was a franchisee partner
of Damon's International, a full-service chain of over 100 casual dining
restaurants, in Kalamazoo, Michigan. From April 1996 to October 1998, he was a
regional manager of Damon's International. From October 1993 to April 1996, he
was a general manager at of Damon's International. From April 1991 to October
1993, he managed the Houston's restaurant in Dallas, Texas, and the Houston's
restaurant in Memphis, Tennessee.

                                       12
<Page>

                                     PART II

ITEM 5    MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     Our common stock has been listed on The Nasdaq SmallCap Market under the
symbol "BBUC" since the completion of our initial public offering in June 1996.
The following table sets forth the approximate high and low closing prices for
our common stock for the periods indicated as reported by The Nasdaq SmallCap
Market. Such quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission, and may not represent actual transactions.

<Table>
<Caption>
                PERIOD                                                                HIGH           LOW
                ------                                                                ----           ---
               <S>                                                                    <C>            <C>
                2000
                  First Quarter..................................................     $ 2.88         $ 1.75
                  Second Quarter.................................................     $ 2.03         $ 1.56
                  Third Quarter..................................................     $ 2.25         $ 1.50
                  Fourth Quarter.................................................     $ 1.86         $ 0.56

                2001
                  First Quarter..................................................     $ 1.50         $ 0.72
                  Second Quarter.................................................     $ 1.13         $ 0.71
                  Third Quarter..................................................     $ 1.40         $ 0.75
                  Fourth Quarter.................................................     $ 0.99         $ 0.38
</Table>

     As of February 1, 2002, we had 338 shareholders of record and approximately
1,932 beneficial owners.

     We have never declared or paid cash dividends. We currently intend to
retain future earnings for the operation of our business and do not
anticipate paying cash dividends on our securities in the foreseeable future.
Any payment of cash dividends in the future will be at the discretion of our
board of directors and will depend upon our results of operations, earnings,
capital requirements, contractual restrictions and other factors deemed
relevant by our board. The payment by us of dividends is subject to the terms
of the subscription and investment representation agreement governing the 10%
convertible secured promissory note due February 2003 we issued to WCERS in
February 2000.

SALES OF UNREGISTERED SECURITIES DURING THE FOURTH QUARTER OF 2001

     On December 11, 2001, we issued a convertible subordinated promissory note
in the principal amount of $100,000 to an accredited investor, Pac Rim
Associates, Inc. Such entity is owned by Thomas E. Zuhl, who became one of our
directors on January 17, 2002. The note matures on December 11, 2002. It may be
converted into 194,552 shares of common stock at a conversion price of $0.514
per share.

     The foregoing issuance was made in reliance upon the exemption provided in
Section 4(2) of the Securities Act. Such securities are restricted as to sale or
transfer, unless registered under the Securities Act, and certificates
representing such securities contain restrictive legends preventing sale,
transfer or other disposition unless registered under the Securities Act. In
addition, the recipient of such securities received, or had access to, material
information concerning us, including, but not limited to, our reports on Form
10-KSB, Form 10-QSB and Form 8-K, as filed with the SEC. No underwriting
commissions or discounts were paid with respect to the issuance of such
securities.

                                       13
<Page>

ITEM 6    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

     We develop and operate restaurant-brewpubs under the name "Big Buck Brewery
& Steakhouse." Until May 1995 when we opened our first unit in Gaylord,
Michigan, we had no operations or revenues and our activities were devoted
solely to development. In March 1997, we opened our second unit in Grand Rapids,
Michigan, and in October 1997, we opened our third unit in Auburn Hills,
Michigan, a suburb of Detroit. In August 2000, we opened our fourth unit in
Grapevine, Texas, a suburb of Dallas. This unit is owned and operated by Buck &
Bass pursuant to our joint venture agreement with Bass Pro.

     We had planned, subject to obtaining adequate financing, to open our next
unit in Nashville, Tennessee. In March 2002, following the recommendation of the
landlord and after careful consideration of the marketplace and our limited
capital resources, we determined to discontinue our plans to open this unit. For
the foreseeable future, we plan to focus on the following objectives:

     -    exploration of licensing and franchising opportunities,

     -    refinancing of existing indebtedness,

     -    continued implementation of cost controls, and

     -    recapturing market share lost following the events of September 11.

     Our future revenues and profits will depend upon various factors, including
market acceptance of the Big Buck Brewery & Steakhouse concept and general
economic conditions.

     We use a 52-/53-week fiscal year ending on the Sunday nearest December 31.
All references herein to "2001" and "2000" represent the 52-week fiscal years
ended December 30, 2001 and December 31, 2000, respectively.

                                       14
<Page>

RESULTS OF OPERATIONS

Our operating results, expressed as a percentage of total revenue, were as
follows:

<Table>
<Caption>
                                                                     DECEMBER 30,   DECEMBER 31,
                                                                        2001           2000
                                                                    -------------- --------------
<S>                                                                       <C>            <C>
REVENUE
     Restaurant sales.............................................         98.4%          97.5%
     Wholesale and retail sales...................................          1.6            2.5
                                                                    -----------     ----------
         Total revenue............................................        100.0          100.0
                                                                    -----------     ----------
COSTS AND EXPENSES:
     Cost of sales................................................         33.0           34.1
     Restaurant salaries and benefits.............................         26.3           30.8
     Operating expenses...........................................         21.1           23.9
     Depreciation.................................................          7.6            5.8
     Preopening expenses and store development costs..............          2.0            3.0
     General and administrative expenses..........................         10.2           10.1
                                                                     -----------    ----------
         Total costs and expenses.................................        100.2          107.7
                                                                     -----------    ----------
LOSS FROM OPERATIONS..............................................         (0.2)          (7.7)
                                                                     -----------    ----------
OTHER INCOME (EXPENSE):
     Interest expense.............................................         (9.5)          (8.7)
     Interest income..............................................           --             --
     Other........................................................         (2.9)          (3.2)
     Minority interest's share of subsidiary's loss...............           --            0.5
                                                                     -----------    ----------
         Other income (expense), net..............................        (12.4)         (11.4)
                                                                     -----------    ----------

NET LOSS .........................................................        (12.6)%        (19.1)%
                                                                   ==============    ===========
</Table>

RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 30, 2001 AND DECEMBER
31, 2000

REVENUES

     Revenues increased 5.0% to $17,487,957 in 2001 from $16,638,282 in 2000.
The increase was mainly due to the opening of the Grapevine unit on
August 31, 2000, which offset lower revenue in 2001 from the existing units in
Michigan. Revenues from our Michigan units were negatively affected by a decline
in tourism following the events of September 11. We believe that an improved
economy will increase revenues at our existing units.

COSTS OF SALES

     Cost of sales, which consists of food, merchandise and brewery supplies,
increased 1.5% to $5,763,345 in 2001 compared to $5,676,108 in 2000. The
increase was primarily due to the opening of the Grapevine unit in August 2000.
As a percentage of revenues, costs of sales decreased to 33.0% in 2001 from
34.1% in 2000. The percentage decrease was due to limiting portion sizes to
specifications and entering into certain food purchasing contracts.

                                       15
<Page>

RESTAURANT SALARIES AND BENEFITS

     Restaurant salaries and benefits, which consist of restaurant management
and hourly employee wages and benefits, payroll taxes and workers' compensation
insurance, decreased 10.5% to $4,591,917 in 2001 compared to $5,131,584 in 2000.
As a percentage of revenues, restaurant salaries and benefits decreased to 26.3%
in 2001 as compared to 30.8% in 2000. The decreases were due to lower staffing
levels and more efficient scheduling.

OPERATING EXPENSES

     Operating expenses, which include supplies, utilities, repairs and
maintenance, advertising and occupancy costs, decreased 7.2% to $3,694,304 in
2001 compared to $3,981,450 in 2000. The decrease was due to the reduction of
certain in-store promotions and discounting. As a percentage of revenues,
operating expenses decreased to 21.1% in 2001 as compared to 23.9% in 2000. The
percentage decrease was due to reduced discounting, the elimination of certain
in-store promotions, reduced laundry expenses resulting from a dress code
modification and a reduction in outside janitorial services.

PREOPENING EXPENSES AND STORE DEVELOPMENT COSTS

     Preopening expenses and store development costs consist of expenses
incurred prior to an opening of a new unit, including but not limited to
wages and benefits, relocation costs, supplies, advertising expenses and
training costs. The preopening expenses and store development costs of
$354,923 for 2001 related to the development costs incurred in connection
with the abandoned plans to open a unit in Nashville, compared to $494,630
in 2000 associated with the opening of the Grapevine unit.

GENERAL AND ADMINISTRATIVE EXPENSES

     General and administrative expenses increased 6.6% to $1,785,886 in 2001
compared to $1,675,700 in 2000. The increase reflected the added professional
fees incurred in connection with our lawsuits with the general contractor of the
Grapevine unit and Opry Mills, as well as travel expenses related to the
Grapevine unit. As a percentage of revenue, these expenses increased to 10.2% in
2001 as compared to 10.1% in 2000.

DEPRECIATION

     Depreciation expenses increased 39.3% to $1,338,650 in 2001 compared to
$961,003 in 2000. The increase was due to the additional depreciation from the
Grapevine unit being open for the entire year in 2001 as compared to 2000. As a
percentage of revenues, these expenses increased to 7.6% in 2001 from 5.8% in
2000. The increase was the result of the Grapevine unit having a higher amount
of depreciation as a percentage of revenue as this leasehold is depreciated over
a 15-year term without considering renewals.

INTEREST EXPENSE

     Interest expense increased $209,587 to $1,658,409 in 2001 compared to
$1,448,822 in 2000. The increase reflected the additional borrowings for the
completion of the Grapevine unit and working capital purposes. As a percentage
of revenues, interest expense increased to 9.5% in 2001 from 8.7% in 2000.

OTHER INCOME AND EXPENSE

     Other income and expense includes miscellaneous income and amortization
expense. Other expenses were $501,086 in 2001 compared to $535,746 in 2000.

                                       16
<Page>

LIQUIDITY AND CAPITAL RESOURCES

OVERVIEW

     We used $431,899 in cash for operating activities during 2001, and used
$1,533,075 in cash for operating activities during 2000. We had working
capital deficits of $3,026,286 at December 30, 2001, and $3,495,425 at
December 31, 2000. During 2001, we spent $494,923 in leasehold improvements
at the Nashville site and $161,567 in project management fees and new
equipment for existing units. We obtained additional financing of $1,199,729
during 2001 for the working capital purposes.

     In general, we have experienced operating losses in each quarterly and
annual period since inception. We incurred net losses of approximately $2.2
million for the fiscal year ended December 30, 2001, and approximately $3.2
million for the fiscal year ended December 31, 2000. As of December 30, 2001, we
had an accumulated deficit of $9.8 million. We currently depend upon our
existing units for all of our revenues. We expect to incur significant losses
for the foreseeable future. We will need to generate significant increases in
our revenues to achieve and maintain profitability. If our revenues fail to grow
or grow more slowly than we anticipate, or our operating expenses exceed our
expectations, our losses could significantly increase, which would harm our
business, operating results, cash flows and financial condition. In addition,
our failure to become and remain profitable may adversely affect the market
price of our securities and our ability to raise capital and continue
operations. The reports of our independent public accountants for the years
ended December 30, 2001 and December 31, 2000 include explanatory paragraphs
expressing doubt about our ability to continue as a going concern.

     Since inception, our principal capital requirements have been the funding
of (a) our operations and promotion of the Big Buck Brewery & Steakhouse format
and (b) the construction of units and the acquisition of furniture, fixtures and
equipment for such units. Total capital expenditures for the Gaylord, Grand
Rapids and Auburn Hills units were approximately $6.2 million, $3.2 million and
$10.2 million, respectively. Total capital expenditures of Buck & Bass for the
Grapevine unit were approximately $7.6 million. Pursuant to our joint venture
agreement with Bass Pro, we funded approximately $6.4 million of that cost,
including our $1.5 million loan to Buck & Bass.

FINANCING ACTIVITIES IN 2000

     In January 2000, we generated $237,500 in net proceeds from the private
placement of $250,000 principal amount of convertible subordinated promissory
notes. In February 2000, we generated $7,017,000 in net proceeds from the
private placement of $7,500,000 principal amount convertible secured
promissory notes to WCERS. We used these funds to repay $2,495,000 due Bank
One (f/k/a NBD Bank) and Crestmark Bank and to make a required capital
contribution to Buck & Bass. In August 2000, we generated $1,425,000 in net
proceeds from the private placement of a $1,500,000 principal amount
non-convertible secured promissory note to WCERS. We used these funds and
working capital to lend $1,500,000 to Buck & Bass in August 2000. Buck & Bass
applied such funds to the construction of the Grapevine unit. In October
2000, we agreed with WCERS to extend the maturity dates of certain promissory
notes held by WCERS, with an aggregate principal amount of approximately
$7,500,000, to October 2002. Also in October 2000, we entered into a first
amendment and acknowledgment of partial payment with the holder of one of our
convertible subordinated promissory notes with a principal amount of $50,000.
Pursuant to such agreement, we repaid $25,000 of principal, extended the
maturity date on the remaining $25,000 of principal from January 2001 to June
2001, and adjusted the conversion price on such note from $1.9125 to $1.50.
In addition, we entered into a first amendment with the holder of two of our
convertible subordinated promissory notes with an aggregate principal amount
of $150,000. Pursuant to such amendment, we extended the maturity date on
$100,000 of principal from October 2000 to October 2001, and adjusted the
conversion price on such note from $1.5252 to $1.50. In December 2000, we
generated $100,000 in net proceeds from the private placement of a $100,000
principal amount non-

                                       17
<Page>

convertible subordinated promissory note to one of our shareholders,
Michael G. Eyde. We used the funds provided by the subordinated debt
financings for working capital purposes.

FINANCING ACTIVITIES IN 2001

     In February 2001, we agreed with WCERS to extend the maturity dates of
certain promissory notes held by WCERS, with an aggregate principal amount of
approximately $7,400,000, to February 2003. As a consequence, each of our
outstanding promissory notes held by WCERS has a maturity date of
February 1, 2003. On the same day, we also issued 323,406 shares of our common
stock to WCERS in lieu of $327,610 in principal and/or interest otherwise
payable to WCERS in February, March, April and May 2001. In March 2001, we
entered into a first amendment and acknowledgment of partial payment with the
holder of one of our convertible subordinated promissory notes with a principal
amount of $250,000. Pursuant to such agreement, we repaid $75,000 of principal,
agreed to a repayment schedule involving monthly payments of principal and
interest commencing May 1, 2001, and adjusted the conversion price on such note
from $1.4752 to $0.73 per share. We repaid such note in full in March 2002. Also
in March 2001, we entered into a first amendment with Michael G. Eyde, one of
our shareholders and the holder of our non-convertible subordinated promissory
note with a principal amount of $100,000. Pursuant to such agreement, we made
such note convertible into shares of our common stock at a conversion price of
$1.00 and extended the maturity date of such note until October 2001. In
addition, we entered into another first amendment with Michael G. Eyde, one of
our shareholders and the holder of one of our convertible subordinated
promissory notes with a principal amount of $100,000. Pursuant to such
agreement, the maturity date of such note was extended until October 2001 and
the conversion price was adjusted from $1.9188 to $1.00. In April 2001, we
entered into a first amendment with the holder of one of our convertible
subordinated promissory notes with a principal amount of $50,000. Pursuant to
such agreement, the maturity date of such note was extended until January 2002
and the conversion price was adjusted from $1.9125 to $0.73 per share. In
April 2001, we entered into a first amendment with the holder of one of our
convertible subordinated promissory notes with a principal amount of $250,000.
Pursuant to such agreement, the maturity date of such note was extended until
October 2001 and the conversion price was adjusted from $1.4752 to $0.73 per
share. In July 2001, we issued a convertible subordinated promissory note in the
principal amount of $100,000 to Thomas E. Zuhl, who became one of our directors
in January 2002. The note matures on July 20, 2002. It may be converted into
115,473 shares of common stock at a conversion price of $0.866 per share. In
December 2001, we issued a convertible subordinated promissory note in the
principal amount of $100,000 to Pac Rim Associates, Inc. Such entity is owned by
Thomas E. Zuhl, who became one of our directors in January 2002. The note
matures on December 11, 2002. It may be converted into 194,552 shares of common
stock at a conversion price of $0.514 per share.

ADDITIONAL FINANCING IS REQUIRED FOR DEBT REPAYMENT

     Without additional financing, our leveraged position, requirements for
payments to the holders of our secured and subordinated debt and requirements
for payments on our line of credit and loan agreement may require us to
liquidate all or a portion of our assets. We had working capital deficits of
approximately $3.0 million at December 30, 2001 and approximately $3.5
million at December 31, 2000. As of March 27, 2002, we had outstanding (1)
convertible secured debt aggregating $7,409,271, (2) non-convertible secured
debt aggregating $6,500,000, (3) a line of credit for up to $1,000,000, of
which we had borrowed the full amount, and (4) convertible subordinated debt
aggregating $862,000. Of the outstanding convertible subordinated debt,
$100,000 matured in November 2000, $300,000 matured in October 2001 and
$50,000 matured in January 2002. We cannot assure you that we will be able to
extend the maturity dates of those, or any other, notes. Our outstanding debt
must be repaid in full as follows:

                                       18
<Page>

<Table>
<Caption>
     Type of Debt                       Principal Amount        Maturity Date
     ---------------------------------------------------------------------------
     <S>                                <C>                     <C>
     Convertible Secured Debt           $ 7,409,271             February 2003
     Non-Convertible Secured Debt       $ 1,500,000             February 2003
     Non-Convertible Secured Debt       $ 5,000,000             March 2004
     Line of Credit                     $ 1,000,000             March 2002
     Convertible Subordinated Debt      $   450,000             Immediate
     Convertible Subordinated Debt      $   212,000             *
     Convertible Subordinated Debt      $   100,000             July 2002
     Convertible Subordinated Debt      $   100,000             December 2002
</Table>

     ----------
     *    Big Buck has agreed to make eleven additional monthly payments of
          $18,000 (commencing April 1, 2002) and one monthly payment of
          $14,000 (on March 1, 2003) to repay this note in full.

     To fund the maturity of the outstanding debt, we will be required to obtain
additional financing or refinance the debt. However, we cannot assure you that
we will be able to obtain the required funds or refinance the debt, which could
materially adversely affect our business, operating results, cash flows and
financial condition.

WCERS COVENANT VIOLATIONS

     Among other things, we agreed with WCERS, the holder of approximately $8.9
of our secured debt, that (1) we would not create, incur or suffer to be created
or incurred or to exist, any lien of any kind upon any of our property or assets
of any character whether then owned or thereafter acquired, or upon the income
or profits therefrom except for certain permitted liens, (2) we would keep and
maintain tangible net worth plus subordinated debt in an amount not less than
$8.5 million, (3) we would keep and maintain a minimum debt coverage ratio of
1.25 to 1.0 (excluding Grapevine pre-opening and financing costs), (4) we would
maintain our then current cash flow position, and (5) we would not permit the
difference between our current assets and our current liabilities (other than
subordinated debt) to be less than $500,000. We have notified WCERS that we have
violated each of the foregoing covenants. On April 3, 2001, we entered into a
letter agreement with WCERS pursuant to which the foregoing covenants were
modified to provide that (1) we must maintain tangible net worth plus
subordinated debt in an amount not less than $6.25 million and (2) we have until
January 1, 2002 to meet all other covenants set forth in the loan documents
(unless modified by the parties in writing). We notified WCERS that we
violated the amended covenants.  On April 1, 2002, we entered into a letter
agreement with WCERS pursuant to which the foregoing covenants were modified
to provide that (1) we must maintain tangible net worth plus subordinated
debt in an amount not less than $4.5 million and (2) we have until January 1,
2003 to meet all other covenants set forth in the loan documents (unless
modified by the parties in writing).

     Our agreements with WCERS require us to make payments of principal and
interest aggregating approximately $80,000 per month. We did not make the
payments due on June 1, 2001 and July 1, 2001. Because we did not make timely
payments of principal and interest on our indebtedness to WCERS, we are in
default under our agreements with WCERS. As a result, WCERS may, by notice in
writing to us, declare all amounts owing with respect to the agreements to be
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which we previously waived. On October 1, 2001, we
established a repayment schedule for the two missed payments whereby we will pay
1/6 of the amount due each month over a six-month period. These payments are in
addition to all other amounts as they become due under the loan documents.

     We cannot assure you that we will maintain compliance with the amended
covenants or be able to repay or refinance our indebtedness to WCERS. Our
agreements with WCERS define an event of default

                                       19
<Page>

to include our failure to perform any term, covenant or agreement contained
in our agreement. In the event of a default which is not waived under our
agreements with WCERS, our assets would be at risk. Foreclosure by WCERS
would force us to cease all operations.

ADDITIONAL FINANCING IS REQUIRED FOR GRAPEVINE

     In September 1999, Bass Pro declared the limited partnership agreement of
Buck & Bass and the commercial sublease agreement for the Grapevine site to be
breached and in default due to, among other things, our failure to make our
required capital contribution. In February 2000, we made all required capital
contributions and satisfied all subcontractors' liens and claims. In March 2000,
we agreed with Bass Pro in writing to the reinstatement of the limited
partnership agreement and the sublease. In August 2000, we generated
approximately $1.4 million from the private placement of a $1.5 million secured
promissory note to WCERS. We used these funds and working capital to lend $1.5
million to Buck & Bass in August 2000. These funds were applied by Buck & Bass
to the construction of the Grapevine unit.

     During the first quarter of 2001, certain contractors of Buck & Bass filed
liens and made demands for payment of additional sums aggregating approximately
$1.4 million in connection with the construction of the Grapevine unit. In
February 2001, as guarantor of the obligations of Buck & Bass, we arranged to
have filed of record a bond with respect to each lien for which we had received
notice. In March 2001, we obtained approximately $1.0 million in debt financing
from Crestmark Bank, guaranteed by WCERS, for working capital purposes including
the payment of such contractors. Although we have satisfied our obligations to
the subcontractors, we remain involved in litigation with the general
contractor. We cannot assure you that we will be able to fully and finally
discharge of record all outstanding liens and claims. If we fail to do so, we
may be in material default under the limited partnership agreement and the
commercial sublease agreement.

GRAPEVINE COVENANT VIOLATIONS

     The existence of such encumbrances, the failure of Buck & Bass to perform
quarterly customer satisfaction surveys and the failure of Buck & Bass to
achieve annual gross sales of $7.0 million give Bass Pro the ability to declare
an event of default under the sublease, terminate the sublease and demand all
unpaid and reasonably calculable future rent over the balance of the sublease
term. Pursuant to the limited partnership agreement, a material default under
the sublease would also entitle Bass Pro to purchase our interest in the joint
venture at 40% of book value, thereby eliminating our interest in the Grapevine
unit. Further, Bass Pro has the right to purchase up to 15% of our interest in
the joint venture, at 100% of our original cost, on or before August 31, 2002;
provided, however, that our interest in the joint venture may not be reduced
below 51%. The termination of the sublease or the elimination of our interest in
the Grapevine unit would have a material adverse effect on our business,
operating results, cash flows and financial condition.

LIMITATIONS ON ABILITY TO INCUR ADDITIONAL INDEBTEDNESS

     We granted the following security interests to WCERS in connection with
their provision of certain debt financing:

     -    a pledge of our limited partnership interest in Buck & Bass,

     -    a pledge of our shares of the issued and outstanding common stock of
          BBBP Management Company, and

                                       20
<Page>

     -    a security interest, assignment or mortgage, as applicable, in our
          interest in all assets now or hereafter owned, ownership interests,
          licenses, and permits, including, without limitation, a mortgage
          encumbering the Gaylord, Auburn Hills and Grand Rapids sites.

     We also granted to WCERS a right of first refusal pursuant to which WCERS
may, for so long as the approximately $5.8 million promissory note is
outstanding or WCERS owns more than 15% of our common stock, elect to purchase
securities offered by us, within 45 days of the receipt of notice by WCERS, at
the same price and on the same terms and conditions as are offered to a third
party.

     Our agreement with WCERS imposes limitations on our ability to incur
additional indebtedness. We agreed that we would not create, incur, assume,
guarantee or be or remain liable, contingently or otherwise, with respect to any
indebtedness, except for indebtedness incurred in the ordinary course of
business not to exceed at any time $1.5 million in the aggregate. Any
indebtedness not in the ordinary course of business or in excess of $1.5 million
requires the approval of WCERS. These restrictions may impede our ability to
secure financing for continued operations. Our failure to raise capital when
needed would have a material adverse effect on our business, operating results,
cash flows and financial condition.

LIQUIDITY PLANS

     In February 2002, we received a $500,000 advance from WCERS to cover
unpaid real estate taxes in Michigan. In March 2002, we obtained a loan from
United Bank and Trust Company for $5,000,000 which matures in March 2004. The
collateral of this loan is a $5,000,000 letter of credit from WCERS. Of the
proceeds from such loan, we used $200,000 to terminate our lease of the
Nashville site and $500,000 to repay the advance from WCERS. We intend to use
the remaining proceeds of such loan to repay approximately $1,000,000 of
indebtedness to Crestmark bank, to pay certain accounts payable and for
various working capital purposes. Although our short-term liquidity issues
have been improved as a result of this financing, we cannot assure you that
we will have sufficient financial resources to repay existing indebtedness or
to continue operations.

     We intend to explore licensing and franchising arrangements. We are in
discussions with several parties regarding the possible licensing of the Big
Buck Brewery & Steakhouse concept in and outside the state of Michigan. We have
entered into a license agreement with Up North Adventures, an entity owned by
one of our directors, Thomas E. Zuhl, pursuant to which we hope to introduce our
concept to various Asian markets. Our beers have already received awards for
excellence in Japan.

     We also seek to refinance our indebtedness to WCERS. We hope to refinance
such indebtedness at lower interest rates. We also plan to continue searching
for ways of reducing our operating costs. At the beginning of 2001, we set goals
to equal or exceed the operating benchmarks of several of our competitors. We
believe that we have attained those goals and we seek continued improvement.
During 2002, we also plan to implement new short-term and long-term marketing
campaigns pursuant to which we hope to regain revenues lost due to the decrease
in tourism following the events of September 11.

SEASONALITY

     Our operating results are expected to fluctuate based on seasonal patterns.
Based on our existing units, we anticipate that our highest revenues will occur
in the second and third calendar quarters due to the milder climate during those
quarters in Michigan. Because of the effect of seasonality on our business,
results for any quarter are not necessarily indicative of the results that may
be achieved for a full fiscal year and cannot be used to indicate financial
performance for a full fiscal year.

                                       21
<Page>

CAUTIONARY STATEMENT

     BIG BUCK BREWERY & STEAKHOUSE, INC., OR PERSONS ACTING ON OUR BEHALF, OR
OUTSIDE REVIEWERS RETAINED BY US MAKING STATEMENTS ON OUR BEHALF, OR
UNDERWRITERS OF OUR SECURITIES, FROM TIME TO TIME, MAY MAKE, IN WRITING OR
ORALLY, "FORWARD-LOOKING STATEMENTS" AS DEFINED UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. THIS CAUTIONARY STATEMENT, WHEN USED IN
CONJUNCTION WITH AN IDENTIFIED FORWARD-LOOKING STATEMENT, IS FOR THE PURPOSE OF
QUALIFYING FOR THE "SAFE HARBOR" PROVISIONS OF THE LITIGATION REFORM ACT AND IS
INTENDED TO BE A READILY AVAILABLE WRITTEN DOCUMENT THAT CONTAINS FACTORS WHICH
COULD CAUSE RESULTS TO DIFFER MATERIALLY FROM SUCH FORWARD-LOOKING STATEMENTS.
THESE FACTORS ARE IN ADDITION TO ANY OTHER CAUTIONARY STATEMENTS, WRITTEN OR
ORAL, WHICH MAY BE MADE, OR REFERRED TO, IN CONNECTION WITH ANY SUCH
FORWARD-LOOKING STATEMENT.

     THE FOLLOWING MATTERS, AMONG OTHERS, MAY HAVE A MATERIAL ADVERSE EFFECT ON
OUR BUSINESS, FINANCIAL CONDITION, LIQUIDITY, RESULTS OF OPERATIONS OR
PROSPECTS, FINANCIAL OR OTHERWISE. REFERENCE TO THIS CAUTIONARY STATEMENT IN THE
CONTEXT OF A FORWARD-LOOKING STATEMENT OR STATEMENTS SHALL BE DEEMED TO BE A
STATEMENT THAT ANY ONE OR MORE OF THE FOLLOWING FACTORS MAY CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY FROM THOSE IN SUCH FORWARD-LOOKING STATEMENT OR STATEMENTS.

WE HAVE INCURRED LOSSES AND WE EXPECT TO INCUR SUBSTANTIAL FUTURE LOSSES. THIS
MAY PREVENT US FROM RAISING CAPITAL AND CONTINUING OPERATIONS.

     In general, we have experienced operating losses in each quarterly and
annual period since inception. We incurred net losses of approximately
$2.2 million for the fiscal year ended December 30, 2001, and approximately
$3.2 million for the fiscal year ended December 31, 2000. As of
December 30, 2001, we had an accumulated deficit of $9.8 million. We currently
depend upon our existing units for all of our revenues. We expect to incur
significant losses for the foreseeable future. We will need to generate
significant increases in our revenues to achieve and maintain profitability. If
our revenues fail to grow or grow more slowly than we anticipate, or our
operating expenses exceed our expectations, our losses could significantly
increase, which would harm our business, operating results, cash flows and
financial condition. In addition, our failure to become and remain profitable
may adversely affect the market price of our securities and our ability to raise
capital and continue operations. The reports of our independent public
accountants for the years ended December 30, 2001 and December 31, 2000 include
explanatory paragraphs expressing doubt about our ability to continue as a going
concern.

WE CANNOT ASSURE YOU THAT FUTURE OPERATIONS OF ANY UNIT WILL BE PROFITABLE.

     Future revenues and profits, if any, will depend upon various factors,
including:

     -    the quality of restaurant and brewery operations,

     -    the acceptance of our food and beer, and

     -    general economic conditions.

     We cannot assure you that we will ever operate profitably.

WE MAY BE UNABLE TO REPAY CURRENT MATURITIES OF EXISTING INDEBTEDNESS, FORCING
US TO LIQUIDATE ALL OR A PORTION OF OUR ASSETS.

OVERVIEW

     Without additional financing, our leveraged position, requirements for
payments to the holders of our secured and subordinated debt and requirements
for payments on our line of credit and loan

                                       22
<Page>

agreement may require us to liquidate all or a portion of our assets. We had
working capital deficits of approximately $3.0 million at December 30, 2001
and approximately $3.5 million at December 31, 2000. As of March 27, 2002, we
had outstanding (1) convertible secured debt aggregating $7,409,271, (2)
non-convertible secured debt aggregating $6,500,000, (3) a line of credit for
up to $1,000,000, of which we had borrowed the full amount, and (4)
convertible subordinated debt aggregating $862,000. Of the outstanding
convertible subordinated debt, $100,000 matured in November 2000, $300,000
matured in October 2001 and $50,000 matured in January 2002. We cannot assure
you that we will be able to extend the maturity dates of those, or any other,
notes. Our outstanding debt must be repaid in full as follows:

<Table>
<Caption>
     Type of Debt                   Principal Amount        Maturity Date
     ---------------------------------------------------------------------------
     <S>                              <C>                    <C>
     Convertible Secured Debt         $ 7,409,271            February 2003
     Non-Convertible Secured Debt     $ 1,500,000            February 2003
     Non-Convertible Secured Debt     $ 5,000,000            March 2004
     Line of Credit                   $ 1,000,000            March 2002
     Convertible Subordinated Debt    $   450,000            Immediate
     Convertible Subordinated Debt    $   212,000            *
     Convertible Subordinated Debt    $   100,000            July 2002
     Convertible Subordinated Debt    $   100,000            December 2002
</Table>

     ----------
     *    Big Buck has agreed to make eleven additional monthly payments of
          $18,000 (commencing April 1, 2002) and one monthly payment of
          $14,000 (on March 1, 2003) to repay this note in full.

CONVERTIBLE SECURED AND NON-CONVERTIBLE SECURED DEBT

     We granted the following security interests to WCERS in connection with
their provision of certain debt financing:

     -    a pledge of our limited partnership interest in Buck & Bass,

     -    a pledge of our shares of the issued and outstanding common stock of
          BBBP Management Company, and

     -    a security interest, assignment or mortgage, as applicable, in our
          interest in all assets now or hereafter owned, ownership interests,
          licenses, and permits, including, without limitation, a mortgage
          encumbering the Gaylord, Auburn Hills and Grand Rapids sites.

     We also granted to WCERS a right of first refusal pursuant to which WCERS
may, for so long as the approximately $5.8 million promissory note is
outstanding or WCERS owns more than 15% of our common stock, elect to purchase
securities offered by us, within 45 days of the receipt of notice by WCERS, at
the same price and on the same terms and conditions as are offered to a third
party.

     Among other things, we agreed with WCERS, the holder of approximately
$8.9 of our secured debt, that (1) we would not create, incur or suffer to be
created or incurred or to exist, any lien of any kind upon any of our
property or assets of any character whether then owned or thereafter
acquired, or upon the income or profits therefrom except for certain
permitted liens, (2) we would keep and maintain tangible net worth plus
subordinated debt in an amount not less than $8.5 million, (3) we would keep
and maintain a minimum debt coverage ratio of 1.25 to 1.0 (excluding
Grapevine pre-opening and financing costs), (4) we would maintain our then
current cash flow position, and (5) we would not permit the difference
between our current assets and our current liabilities (other than
subordinated debt) to be less than $500,000. We have notified WCERS that we
have violated each of the foregoing covenants. On April 3, 2001, we entered
into a letter agreement with WCERS pursuant to which the foregoing covenants

                                       23
<Page>

were modified to provide that (1) we must maintain tangible net worth plus
subordinated debt in an amount not less than $6.25 million and (2) we have
until January 1, 2002 to meet all other covenants set forth in the loan
documents (unless modified by the parties in writing). We notified WCERS that
we violated the amended covenants. On April 1, 2002, we entered into a letter
agreement with WCERS pursuant to which the foregoing covenants were modified
to provide that (1) we must maintain tangible net worth plus subordinated
debt in an amount not less than $4.5 million and (2) we have until January 1,
2003 to meet all other covenants set forth in the loan documents (unless
modified by the parties in writing).

     Our agreements with WCERS require us to make payments of principal and
interest aggregating approximately $80,000 per month. We did not make the
payments due on June 1, 2001 and July 1, 2001. Because we did not make timely
payments of principal and interest on our indebtedness to WCERS, we are in
default under our agreements with WCERS. As a result, WCERS may, by notice in
writing to us, declare all amounts owing with respect to the agreements to be
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which we previously waived. On October 1, 2001, we
established a repayment schedule for the two missed payments whereby we will pay
1/6 of the amount due each month over a six-month period. These payments are in
addition to all other amounts as they become due under the loan documents.

     We cannot assure you that we will maintain compliance with the amended
covenants or be able to repay or refinance our indebtedness to WCERS. Our
agreements with WCERS define an event of default to include our failure to
perform any term, covenant or agreement contained in our agreement. In the event
of a default which is not waived under our agreements with WCERS, our assets
would be at risk. Foreclosure by WCERS would force us to cease all operations.

     In March 2002, we obtained a loan from United Bank and Trust Company for
$5.0 million which matures in March 2004. The collateral of this loan is a
$5.0 million letter of credit from WCERS. We cannot assure you that we will
be able to repay our indebtness to United Bank.

LINE OF CREDIT

     During 2001, we obtained a line of credit from Crestmark Bank for up to
$1.0 million. The collateral on this line of credit is a $1.0 million letter
from WCERS. This letter of credit is valid through March 2002. As of
March 27, 2002, we had borrowed $1.0 million under this line of credit
for working capital purposes. We anticipate repaying this line of credit with
proceeds from our loan agreement with United Bank and Trust Company.

CONVERTIBLE SUBORDINATED PROMISSORY NOTES

     To fund the maturity of the outstanding convertible subordinated promissory
notes, we will be required to obtain additional financing or refinance the debt.
However, we cannot assure you that we will be able to obtain the required funds
or refinance the debt, which could materially adversely affect our business,
operating results, cash flows and financial condition. As of March 27, 2002, our
outstanding convertible subordinated promissory notes had the following terms
and conditions:

                                       24
<Page>

<Table>
<Caption>
   Principal                  Date of            Maturity           Shares Issuable        Conversion
    Amount                   Issuance              Date             Upon Conversion          Price
-----------------         --------------     --------------      --------------------    ---------------
   <S>                       <C>              <C>                      <C>                   <C>
   $212,000                  10-11-99            *                     290,410               $  0.73
   $100,000                  11-17-99         11-01-00                  41,233               $2.4252
   $100,000                  01-19-00         10-01-01                 100,000               $  1.00
   $100,000                  12-04-00         10-01-01                 100,000               $  1.00
   $100,000                  10-08-99         10-07-01                  66,666               $  1.50
   $ 50,000                  01-27-00         01-01-02                  68,493               $  0.73
   $100,000                  07-20-01         07-20-02                 115,473               $ 0.866
   $100,000                  12-11-01         12-11-02                 194,552               $ 0.514
</Table>

----------
   *    Big Buck has agreed to make eleven additional monthly payments of
        $18,000 (commencing April 1, 2002) and one monthly payment of $14,000
        (on March 1, 2003) to repay this note in full.

IF WE ARE UNABLE TO OBTAIN ADDITIONAL CAPITAL WHEN REQUIRED, WE MAY BE REQUIRED
TO SCALE BACK OUR OPERATIONS.

     If additional capital does not become available to us when required, we may
be required to scale back our operations. We cannot assure you that we will be
able to secure additional financing when required. If we are able to obtain
financing, we cannot assure you that it will be on favorable or acceptable
terms. To obtain additional financing, we anticipate that we will be required to
sell additional debt or equity securities. New investors may seek and obtain
substantially better terms than those available in connection with open market
purchases and our issuance of securities in the future may result in substantial
dilution.

     Our agreement with WCERS imposes limitations on our ability to incur
additional indebtedness. We agreed that we would not create, incur, assume,
guarantee or be or remain liable, contingently or otherwise, with respect to any
indebtedness, except for indebtedness incurred in the ordinary course of
business not to exceed at any time $1.5 million in the aggregate. Any
indebtedness not in the ordinary course of business or in excess of $1.5 million
requires the approval of WCERS. These restrictions may impede our ability to
secure financing for future expansion and continued operations. Our failure to
raise capital when needed would have a material adverse effect on our business,
operating results, cash flows and financial condition.

WE ARE NOT IN COMPLIANCE WITH THE NASDAQ CONTINUED LISTING REQUIREMENTS. IF WE
DO NOT MAINTAIN OUR NASDAQ LISTING, YOU MAY HAVE DIFFICULTY RESELLING YOUR
SECURITIES.

     Our common stock, Class A Warrants and units are currently listed on The
Nasdaq SmallCap Market. We have received notices from Nasdaq regarding our
non-compliance with the $1,000,000 minimum market value of publicly held
shares requirement stated in Marketplace Rule 4310(c)(7) and the $1.00
minimum bid price requirement stated in Marketplace Rule 4310(c)(4). We have
until June 17, 2002 to regain compliance with the minimum market value
requirement, which would require our common stock to achieve a market value
of publicly held shares of $1,000,000 or more for a minimum of 10 consecutive
trading days. If we fail to meet this requirement, or fail to maintain
compliance with any other listing requirement, our securities will become
subject to delisting from The Nasdaq SmallCap Market. If we regain compliance
with the minimum market value requirement by June 17, 2002, we will have
until August 13, 2002 to regain compliance with the minimum bid price
requirement, which would require our common stock to achieve a bid price of
$1.00 or more for a minimum of 10 consecutive trading days. If we fail to
meet this requirement, or fail to maintain compliance with any other listing
requirement, our securities will become subject to delisting from The Nasdaq
SmallCap Market.

                                       25
<Page>

     If our securities do not continue to be listed on The Nasdaq SmallCap
Market, such securities would become subject to certain rules of the SEC
relating to "penny stocks." Such rules require broker-dealers to make a
suitability determination for purchasers and to receive the purchaser's prior
written consent for a purchase transaction, thus restricting the ability to
purchase or sell the securities in the open market. In addition, trading, if
any, would be conducted in the over-the-counter market in the so-called "pink
sheets" or on the OTC Bulletin Board, which was established for securities
that do not meet Nasdaq listing requirements. Consequently, selling our
securities would be more difficult because smaller quantities of securities
could be bought and sold, transactions could be delayed, and security analyst
and news media coverage of our company may be reduced. These factors could
result in lower prices and larger spreads in the bid and ask prices for our
securities. We cannot assure you that our securities will continue to be
listed on The Nasdaq SmallCap Market.

OUR INTEREST IN THE GRAPEVINE UNIT MAY BE REDUCED OR ELIMINATED BY BASS PRO.

     The Grapevine unit is owned and operated by Buck & Bass pursuant to our
joint venture agreement with Bass Pro. In September 1999, Bass Pro declared the
limited partnership agreement of Buck & Bass and the commercial sublease
agreement for the Grapevine site to be breached and in default due to, among
other things, our failure to make our required capital contribution. In
February 2000, we made all required capital contributions and satisfied all
subcontractors' liens and claims. In March 2000, we agreed with Bass Pro in
writing to the reinstatement of the limited partnership agreement and the
sublease. In August 2000, we generated approximately $1.4 million from the
private placement of a $1.5 million secured promissory note to WCERS. We used
these funds and working capital to lend $1.5 million to Buck & Bass in August
2000. These funds were applied by Buck & Bass to the construction of the
Grapevine unit.

     During the first quarter of 2001, certain contractors of Buck & Bass filed
liens and made demands for payment of additional sums aggregating approximately
$1.4 million in connection with the construction of the Grapevine unit. In
February 2001, as guarantor of the obligations of Buck & Bass, we arranged to
have filed of record a bond with respect to each lien for which we had received
notice. In March 2001, we obtained approximately $1.0 million in debt financing
from Crestmark Bank, guaranteed by WCERS, for working capital purposes including
the payment of such contractors. Although we have satisfied our obligations to
certain subcontractors, we remain involved in litigation with the general
contractor. We cannot assure you that we will be able to fully and finally
discharge of record all outstanding liens and claims. If we fail to do so, we
may be in material default under the limited partnership agreement and the
commercial sublease agreement (described below). For more information regarding
such litigation, please review "Legal Proceedings - Grapevine Unit."

     The existence of such encumbrances, the failure of Buck & Bass to perform
quarterly customer satisfaction surveys and the failure of Buck & Bass to
achieve annual gross sales of $7.0 million give Bass Pro the ability to declare
an event of default under the sublease, terminate the sublease and demand all
unpaid and reasonably calculable future rent over the balance of the sublease
term. Pursuant to the limited partnership agreement, a material default under
the sublease would also entitle Bass Pro to purchase our interest in the joint
venture at 40% of book value, thereby eliminating our interest in the Grapevine
unit. Further, Bass Pro has the right to purchase up to 15% of our interest in
the joint venture, at 100% of our original cost, on or before August 31, 2002;
provided, however, that our interest in the joint venture may not be reduced
below 51%. The termination of the sublease or the elimination of our interest in
the Grapevine unit would have a material adverse effect on our business,
operating results, cash flows and financial condition.

                                       26
<Page>

IF BUCK & BASS IS REQUIRED TO PAY MORE THAN THE MINIMUM ANNUAL BASE RENT FOR THE
GRAPEVINE SITE, FUNDS AVAILABLE TO US FOR OTHER PURPOSES WILL BE REDUCED.

     Pursuant to a commercial sublease agreement, Buck & Bass leases the
Grapevine site from Bass Pro over a 15-year term. Buck & Bass is obligated to
pay annual percentage rent in the amount of 5.5% on gross sales less than
$11.0 million per year and 6.5% on gross sales in excess of $11.0 million per
year; provided, however, that the minimum annual base rent is $385,000. Bass Pro
may terminate the sublease in the event of a default which is not cured within
the applicable grace period. In March 2000, we agreed with Bass Pro in writing
to revise the definition of default under the sublease. As amended, the sublease
provides that a default includes, but is not limited to:

     -    the failure of Buck & Bass to remain open during all business days,

     -    the failure of Buck & Bass to maintain on duty a fully trained service
          staff,

     -    the failure of Buck & Bass to provide high quality food of the type
          provided at our Gaylord unit,

     -    the failure of Buck & Bass to achieve gross sales in the first full
          calendar year immediately following the opening and for each calendar
          year thereafter of $7.0 million,

     -    Buck & Bass encumbering in any manner any interest in the subleased
          premises, or

     -    the failure of Buck & Bass to conduct full and complete customer
          surveys no less frequently than each calendar quarter.

     The minimum annual base rent is required whether the Grapevine unit is
profitable or not. If Buck & Bass is required to pay in excess of the minimum
annual base rent, the funds available to us for other purposes will be reduced.
In the event of a default and termination of the joint venture agreement, our
interest in the Grapevine unit would be eliminated. This would have a material
adverse effect on our business, operating results, cash flows and financial
condition.

IF WE ARE REQUIRED TO PAY MORE THAN THE MINIMUM ANNUAL BASE RENT FOR THE GRAND
RAPIDS OR AUBURN HILLS SITES, FUNDS AVAILABLE TO US FOR OTHER PURPOSES WILL BE
REDUCED.

     In April 1997, we sold the Grand Rapids site, including all improvements
thereto, to an entity owned by one of our shareholders, Eyde Brothers
Development Co., pursuant to a real estate purchase and leaseback agreement
for $1.4 million. Pursuant to a separate lease agreement, we lease the Grand
Rapids site at a minimum annual base rent of $140,000 and a maximum annual
base rent, of $192,500 over a ten-year term. The lease may be extended at our
option for up to two additional five-year terms. In addition to the annual
base rent, the lease, as amended in March 2000, provides that we are
obligated to pay annual percentage rent in the amount of 5% on gross sales
at the site in excess of $1.5 million per year. Annual gross sales did not
exceed $1.5 million for the lease year ended April 2001.

     In August 1997, we entered into a real estate purchase and leaseback
agreement providing for the sale of the Auburn Hills site to one of our
shareholders, Michael G. Eyde, for $4.0 million. In connection with this
transaction, we granted a five-year stock option, exercisable at $5.00 per
share, for 50,000 shares of our common stock to Mr. Eyde. We lease the Auburn
Hills site pursuant to a separate lease agreement which provides for a minimum
annual base rent of $400,000, and a maximum annual base rent of $550,000, over a
25-year term. The lease may be extended at our option for up to two additional
ten-year terms. In addition to the annual base rent, we are obligated to pay
annual percentage rent of 5.25% of
                                       27
<Page>

gross sales at the site in excess of $8.0 million per year. We were required
to pay Mr. Eyde annual percentage rent of $17,970 based upon annual gross
sales for the third year of the lease term. Annual gross sales for the fourth
year of the lease term did not exceed $8.0 million.

     Annual percentage rent is required whether or not such units are
profitable. If we are required to pay annual percentage rent, the funds
available to us for other purposes will be reduced.

IF WE DEFAULT AND THE LESSOR OF THE GRAND RAPIDS SITE OR THE LESSOR OF THE
AUBURN HILLS SITE TERMINATES THE RELATED LEASE, WE WOULD BE UNABLE TO CONTINUE
OPERATING SUCH UNIT.

     The Grand Rapids and Auburn Hills lessors may terminate in the event of a
default which is not cured within the applicable grace period. A default is
defined as:

     -    our failure to make a rental payment within 30 days after receipt of
          written notice that a payment is past due, or

     -    our failure to perform our obligations under the lease, other than
          rent payments, within 30 days after written notice of a curable
          violation;

provided, however, that if such default cannot be cured within the 30-day
period, a default will be deemed to have occurred only if we have failed to
commence a cure within such 30-day period. In the event of a default and
termination of either lease, we would be unable to continue operating the
related unit, which would have a material adverse effect on our business,
operating results, cash flows and financial condition.

IF WE ARE REQUIRED TO REPURCHASE THE GRAND RAPIDS SITE OR THE AUBURN HILLS SITE
AND CANNOT DO SO, WE WOULD BE UNABLE TO CONTINUE OPERATING SUCH UNIT.

     Because annual gross sales at the Grand Rapids site did not exceed $1.5
million for the lease year ended April 2001, the lessor of the Grand Rapids
site obtained the right  to require us to repurchase such site for $1.4
million, plus $70,000 for each lease year on a pro rata basis.  In March
2002, the lessor waived its right to require repurchase based upon annual
gross sales for the lease years ended April 2001 and April 2002.  The lessor
of the Grand Rapids site has the option to require us to repurchase such site
after the seventh full lease year for the same price. We also have the option
to purchase the Grand Rapids site from the lessor after the seventh full
lease year for the same price.

     If annual gross sales at the Auburn Hills site do not exceed $8.0
million for any two consecutive years during the lease term, the lessor of
the Auburn Hills site could require us to repurchase such site for $4.0
million, plus $200,000 for each lease year on a pro rata basis.  We also have
the option to purchase the Auburn Hills site from the lessor after the
seventh full lease year for the same price.

     If either lessor elects to exercise his option to require us to repurchase
a site, we would be forced to repurchase such site at a premium over its sale
price. We cannot assure you that we will have sufficient funds to repurchase
either site. If we are required to repurchase a site and cannot do so, it would
have a material adverse impact on our business, operating results, cash flows
and financial condition.

WE MAY BE UNABLE TO COMPETE WITH LARGER, BETTER ESTABLISHED RESTAURANT
COMPETITORS.

     The restaurant industry is highly competitive with respect to price,
service, location and food quality, including taste, freshness and nutritional
value. New restaurants have a high failure rate. New restaurants generally
experience a decline in revenue growth, or in actual revenues, following a
period of

                                       28
<Page>

excitement that accompanies their opening. The restaurant industry is also
generally affected by changes in consumer preferences, national, regional and
local economic conditions, and demographic trends. The performance of
individual restaurants may also be affected by factors such as traffic
patterns, demographic considerations, and the type, number and location of
competing restaurants. In addition, factors such as inflation, increased
food, labor and employee benefit costs, and the unavailability of experienced
management and hourly employees may also adversely affect the restaurant
industry in general and our units in particular. Restaurant operating costs
are further affected by increases in the minimum hourly wage, unemployment
tax rates and similar matters over which we have no control. We face numerous
well-established competitors, including national, regional and local
restaurant chains, possessing substantially greater financial, marketing,
personnel and other resources than we do. We also compete with a large
variety of locally owned restaurants, diners and other establishments that
offer moderately priced food to the public and with other brewpubs.
Competitors could utilize the Big Buck Brewery & Steakhouse format or a
related format. We cannot assure you that we will be able to respond to
various competitive factors affecting the restaurant industry.

WE MAY BE UNABLE TO COMPETE WITH LARGER, BETTER ESTABLISHED COMPETITORS IN THE
BREWING INDUSTRY.

     The domestic beer market is highly competitive due to:

     -    the enormous advertising and marketing expenditures by national and
          major regional brewers,

     -    the proliferation of craft breweries and brewpubs,

     -    the introduction of fuller-flavored products by certain major national
          brewers, and

     -    a general surplus of domestic brewing capacity, which facilitates
          existing contract brewer expansion and the entry of new contract
          brewers.

     We cannot assure you that demand for craft brewed beers will continue. Most
of our brewing competitors possess greater financial, marketing, personnel and
other resources than we do. We cannot assure you that we will be able to succeed
against such competition.

OUR ABILITY TO EXPAND DEPENDS UPON A NUMBER OF FACTORS, MANY OF WHICH ARE BEYOND
OUR CONTROL.

     In addition to the availability of adequate financing, any expansion of our
operations will depend upon a variety of factors, some of which are currently
unknown or beyond our control, including:

     -    customer acceptance of Big Buck Brewery & Steakhouses and Big Buck
          Beer,

     -    timely and economic development and construction of new units,

     -    timely approval from local governmental authorities,

     -    hiring of skilled management and other personnel,

     -    ability of our management to apply its policies and procedures to a
          larger number of units, and

     -    the general state of the economy.

We cannot assure you that we will be able to open any additional units.

                                       29
<Page>

A CONTAMINATION PROBLEM IN OUR PRODUCTS COULD SERIOUSLY DAMAGE OUR REPUTATION
AND MATERIALLY DECREASE OUR REVENUES.

     Our brewing operations are subject to certain hazards and liability risks
faced by all brewers, such as potential contamination of ingredients or products
by bacteria or other external agents that may be wrongfully or accidentally
introduced into products or packaging. Our products are not pasteurized. While
we have never experienced a contamination problem in our products, the
occurrence of such a problem could result in a costly product recall and serious
damage to our reputation for product quality. Our operations are also subject to
certain injury and liability risks normally associated with the operation and
possible malfunction of brewing and other equipment. Although we maintain
insurance against certain risks under various general liability and product
liability insurance policies, we cannot assure you that our insurance will be
adequate.

OUR OPERATIONS DEPEND UPON OBTAINING AND MAINTAINING GOVERNMENTAL LICENSES AND
PERMITS REQUIRED FOR BREWING AND SELLING BEER.

     A significant percentage of our revenue is derived from beer sales. Total
sales of alcohol, including beer, wine and hard liquor, accounted for 20.4% of
our revenues during 2001. We must comply with federal licensing requirements
imposed by the Bureau of Alcohol, Tobacco and Firearms of the United States
Department of Treasury, as well as the licensing requirements of states and
municipalities where our units are located. Our failure to comply with federal,
state or local regulations could cause our licenses to be revoked and force us
to cease brewing and selling our beer. Typically, licenses must be renewed
annually and may be revoked or suspended for cause at any time.

STATE LIQUOR LAWS MAY IMPEDE OUR OPERATIONS, LIMITING OUR FUTURE REVENUES.

     We are licensed under Michigan law as a "brewpub." A brewpub in Michigan is
(1) limited to a combined annual production of not more than 5,000 barrels,
(2) limited to no more than three units in Michigan, and (3) prohibited from
selling beer on a wholesale basis. Buck & Bass is licensed under Texas law as a
"brewpub." A brewpub in Texas is limited to the production of not more than
5,000 barrels of malt liquor, ale, and beer for each licensed brewpub
established, operated, or maintained in Texas by the holder of the brewpub
license. Brewpubs in Michigan and Texas are also licensed to sell hard liquor
with appropriate licensing. Applicable legislation, regulations or
administrative interpretations of liquor laws may hinder our operations or
increase our operating costs.

IF WE ARE UNABLE TO COMPLY WITH APPLICABLE RESTAURANT REGULATIONS, WE WILL BE
UNABLE TO OPERATE; COMPLIANCE WITH SUCH REGULATIONS MAY INCREASE OUR OPERATING
EXPENSES.

     The restaurant industry is subject to numerous federal, state and local
government regulations, including those relating to the preparation and sale of
food and those relating to building and zoning requirements. We are subject to
regulation by air and water pollution control divisions of the Environmental
Protection Agency of the United States and by certain states and municipalities
in which our units are located. We are also subject to laws governing our
relationship with our employees, including minimum wage requirements, overtime,
working and safety conditions and citizenship requirements. Restaurant operating
costs are affected by increases in the minimum hourly wage, unemployment tax
rates, sales taxes and similar matters, such as any government mandated health
insurance, over which we have no control.

WE MAY FACE LIABILITY UNDER DRAM-SHOP LAWS.

     We are subject to "dram-shop" laws in Michigan and Texas. These laws
generally provide someone injured by an intoxicated person the right to recover
damages from the establishment that

                                       30
<Page>

wrongfully served alcoholic beverages to such person. We carry liquor
liability coverage as part of our existing comprehensive general liability
insurance. However, a judgment against us under a dram-shop statute in excess
of our liability coverage could have a material adverse effect on our
business, operating results, cash flows and financial condition.

WE MUST PAY FEDERAL AND STATE EXCISE TAXES ON OUR BEER; WE MAY BE UNABLE TO
RETAIN THE CREDITS THAT HELP US TO OFFSET PART OF SUCH TAXES.

     The federal government imposes an excise tax of $18.00 on each barrel of
beer produced for domestic consumption in the United States. However, each
brewer with production under 2,000,000 barrels per year is granted a small
brewer's excise tax credit in the amount of $11.00 per barrel on its first
60,000 barrels produced annually. We cannot assure you that the federal
government will not reduce or eliminate this credit. Michigan imposes an
excise tax of $6.30 per barrel on each barrel of beer sold in Michigan.
However, each brewer that is a "brewpub" under Michigan law and manufactures
less than 50,000 barrels per year is granted a brewer's excise tax credit in
the amount of $2.00 per barrel. Buck & Bass is subject to excise taxes under
Texas law. Excise taxes in Texas are $6.138 per barrel for ale and malt
liquor, and $6.00 per barrel for beer. However, Texas grants a 25% tax
exemption for manufacturers of beer whose annual production in Texas does not
exceed 75,000 barrels of beer per year. As a result, Buck & Bass faces an
effective excise tax of $4.50 per barrel for beer. If our beer production
exceeds the foregoing credit thresholds, our average excise tax rate would
increase.

     It is possible that the rate of excise taxation could be increased by
either federal or state governments, or both. Increased excise taxes on
alcoholic beverages have been considered by the federal government as an
additional source of tax revenue in connection with various proposals and could
be included in future legislation. Future increases in excise taxes on alcoholic
beverages, if enacted, could adversely affect our business, operating results,
cash flows and financial condition.

THE LOSS OF KEY PEOPLE, INCLUDING WILLIAM F. ROLINSKI, ANTHONY P. DOMBROWSKI AND
TIMOTHY J. PUGH, COULD ADVERSELY AFFECT US.

     Our future success depends in large part upon the continued service of our
key management personnel, including William F. Rolinski, Anthony P. Dombrowski
and Timothy J. Pugh. Given our limited operating history, we depend on our
ability to identify, hire, train and motivate qualified personnel necessary to
enable us to continue operations. We do not have key person life insurance
policies on any of our employees. The departure of key employees could have a
material adverse effect on our business, operating results, cash flows and
financial condition. Our success will also depend upon our ability to attract
and retain qualified people, including additional management personnel. We
cannot assure you that our current employees will continue to work for us or
that we will be able to obtain the services of additional personnel necessary
for any growth. To date, we have not entered into any agreements providing for
the continued employment of our personnel.

WE MAY REDEEM OUR OUTSTANDING CLASS A WARRANTS, CAUSING YOU TO LOSE YOUR RIGHT
TO EXERCISE SUCH SECURITIES.

     We may redeem our outstanding Class A Warrants at any time for $0.01 per
warrant, on 30 days prior written notice, if the high closing bid price of our
common stock exceeds $9.00 per share, subject to customary antidilution
adjustments, for 20 consecutive trading days. If the Class A Warrants are
redeemed, those warrant holders will lose their right to exercise the warrants
except during such 30-day redemption period. Redemption of the Class A Warrants
could force the holders to exercise the warrants at a time when it may be
disadvantageous for the holders to do so or to accept the redemption price of
$0.01 per warrant.

                                       31
<Page>

OUR MANAGEMENT POSSESSES SIGNIFICANT CONTROL WHICH COULD REDUCE YOUR ABILITY TO
RECEIVE A PREMIUM FOR YOUR SECURITIES THROUGH A CHANGE IN CONTROL.

     As of March 1, 2002, our officers and directors beneficially owned
approximately 53.9% of our outstanding common stock. Accordingly, such persons
can:

     -    exert substantial influence over the composition of our board of
          directors,

     -    generally direct our affairs, and

     -    may have the power to control the outcome of shareholder approvals of
          business acquisitions, mergers and combinations and other actions.

     We are also subject to Michigan statutes regulating business combinations
and restricting voting rights of certain persons acquiring shares of common
stock which may hinder or delay a change in control.

FLUCTUATIONS IN OUR OPERATING RESULTS MAY RESULT IN DECREASES IN THE MARKET
PRICE OF OUR SECURITIES.

     Our sales and earnings are expected to fluctuate based on seasonal
patterns. Based on our existing units, we anticipate that our highest earnings
will occur in the second and third calendar quarters due to the milder climate
during those quarters in Michigan. Because of the effect of seasonality on our
business, results for any quarter are not necessarily indicative of the results
for a full fiscal year.

YOU MAY NOT BE ABLE TO SELL OUR SECURITIES AT THE SAME PRICE AT WHICH YOU
PURCHASE OUR SECURITIES DUE TO SIGNIFICANT VOLATILITY IN THE MARKET PRICE OF OUR
SECURITIES.

     The market price of our common stock has been subject to significant
fluctuations in response to numerous factors, including:

     -    variations in our annual or quarterly financial results or those of
          our competitors,

     -    changes by financial research analysts in their estimates of our
          earnings or those of our competitors,

     -    conditions in the economy in general or in the brewing industry in
          particular,

     -    unfavorable publicity, and

     -    changes in applicable laws and regulations, or judicial or
          administrative interpretations thereof, affecting us or the brewing
          industry.

     During 2000, our common stock ranged from a high of $2.88 per share on
February 7, 2000, to a low of $0.56 per share on December 29, 2000. During
2001, our common stock ranged from a high of $1.50 on seven trading days in
February 2001 to a low of $0.38 per share on December 27, 2001. We cannot
assure purchasers of our securities that they will be able to sell such
securities at or above the prices at which they were purchased.

THE SALE OF ADDITIONAL SECURITIES MAY BE DILUTIVE TO EXISTING SECURITY HOLDERS.

     We had 6,083,358 shares of common stock outstanding as of March 20, 2002.
On that date, we also had warrants, stock options, convertible debt and other
rights outstanding to purchase an additional 9,342,513 shares of common stock,
exercisable at prices ranging from $0.19 to $8.00 per share. We have also
registered

                                       32
<Page>

certain shares of our common stock for resale on the public market. The sale
of such shares, and the sale of additional shares which may become eligible
for sale in the public market from time to time upon the exercise of
warrants, stock options, convertible debt and other rights, may be dilutive
to existing security holders and could have the effect of depressing the
market price of our securities.

                                       33
<Page>

ITEM 7    FINANCIAL STATEMENTS

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<Table>
<Caption>
                                                                                      PAGE
                                                                                     -------
<S>                                                                                    <C>
BIG BUCK BREWERY & STEAKHOUSE, INC.
Report of Independent Public Accountants............................................   35
Consolidated Financial Statements
         Consolidated Balance Sheets................................................   36
         Consolidated Statements of Operations......................................   37
         Consolidated Statements of Shareholders' Equity............................   38
         Consolidated Statements of Cash Flows......................................   39
         Notes Consolidated to Financial Statements.................................   40
</Table>

                                       34
<Page>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Big Buck Brewery & Steakhouse, Inc.:

     We have audited the accompanying consolidated balance sheet of Big Buck
Brewery & Steakhouse, Inc. (a Michigan corporation) as of December 30, 2001 and
December 31, 2000, and the related consolidated statements of operations,
shareholders' equity and cash flows for the years then ended. 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 auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits 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
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 Big Buck Brewery &
Steakhouse, Inc. as of December 30, 2001 and December 31, 2000, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

     The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company has suffered recurring losses from operations
and has a net working capital deficiency, which 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 9. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

                                             /s/ PLANTE & MORAN, LLP

Grand Rapids, Michigan,
April 1, 2002

                                       35
<Page>

                       BIG BUCK BREWERY & STEAKHOUSE, INC.

                           Consolidated Balance Sheets
<Table>
<Caption>
                                                                      December 30,      December 31,
                                                                         2001              2000
                                                                    ---------------    -------------
<S>                                                                 <C>               <C>
                                     ASSETS

CURRENT ASSETS:
   Cash                                                             $      96,453     $      22,901
   Accounts receivable                                                    237,187           385,536
   Inventories (Note 1)                                                   223,891           309,906
   Prepaids and other                                                     592,927           384,669
                                                                    -------------     -------------
        Total current assets                                            1,150,457         1,103,012
PROPERTY AND EQUIPMENT (Note 1)                                        22,926,270        24,030,987
OTHER ASSETS, net                                                         803,881         1,094,367
                                                                    -------------     -------------
                                                                    $  24,880,609     $  26,228,366
                                                                    =============     =============

                     LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                 $   1,925,998     $   2,972,225
   Accrued expenses                                                     1,099,017           676,555
   Current maturities of long-term obligations                          1,151,728           949,657
                                                                    -------------     -------------
        Total current liabilities                                       4,176,743         4,598,437
LONG-TERM OBLIGATIONS, less current maturities (Note 2)                15,084,690        14,379,594
                                                                    -------------     -------------
        Total liabilities                                              19,261,433        18,978,031
MINORITY INTEREST (Note 8)                                                466,143           463,811
SHAREHOLDERS' EQUITY (Notes 5 and 6):
   Common stock, $0.01 par value, 20,000,000 shares authorized;
        6,083,358 and 5,474,562 shares issued and outstanding              60,834            54,746
   Warrants                                                                     -           153,650
   Additional paid-in capital                                          14,870,141        14,153,174
   Accumulated deficit                                                 (9,777,941)       (7,575,046)
                                                                    -------------     -------------
        Total shareholders' equity                                      5,153,033         6,786,524
                                                                    -------------     -------------
                                                                    $  24,880,609     $  26,228,366
                                                                    =============     =============
</Table>

   The accompanying notes are an integral part of these financial statements.

                                       36
<Page>

                       BIG BUCK BREWERY & STEAKHOUSE, INC.
                      Consolidated Statements of Operations
<Table>
<Caption>
                                                                       For the Years Ended
                                                                  -------------------------------
                                                                  December 30,       December 31,
                                                                       2001              2000
                                                                  ------------      -------------
<S>                                                              <C>                <C>
REVENUE:
   Restaurant sales                                              $  17,207,829      $  16,230,185
   Wholesale and retail sales                                          280,128            408,097
                                                                 -------------      -------------
        Total revenue                                               17,487,957         16,638,282
                                                                 -------------      -------------

COSTS AND EXPENSES:
   Cost of sales                                                     5,763,345          5,676,108
   Restaurant salaries and benefits (Notes 6 and 7)                  4,591,917          5,131,584
   Operating expenses                                                3,694,304          3,981,450
   Depreciation                                                      1,338,650            961,003
   Preopening expenses and store development costs (Note 3)            354,923            494,630
   General and administrative expenses                               1,785,886          1,675,700
                                                                 -------------      -------------
        Total costs and expenses                                    17,529,025         17,920,475
                                                                 -------------      -------------

LOSS FROM OPERATIONS                                                   (41,068)        (1,282,193)
                                                                 -------------      -------------

OTHER EXPENSE:
   Interest expense                                                 (1,658,409)        (1,448,822)
   Other expense/amortization of financing cost                       (501,086)          (535,746)
                                                                 -------------      -------------
        Other expense, net                                          (2,159,495)        (1,984,568)
                                                                 -------------      -------------

LOSS BEFORE INCOME TAXES AND MINORITY INTEREST                      (2,200,563)        (3,266,761)

INCOME TAX EXPENSE                                                          --                 --
                                                                 -------------      -------------

LOSS BEFORE MINORITY INTEREST                                       (2,200,563)        (3,266,761)

MINORITY INTEREST SHARE OF JOINT VENTURE                                (2,332)            83,506

NET LOSS                                                         $  (2,202,895)     $  (3,183,255)
                                                                 =============      =============

BASIC AND DILUTED LOSS PER COMMON SHARE                          $       (0.37)     $       (0.59)
                                                                 =============      =============

OUTSTANDING WEIGHTED AVERAGE SHARES                                  5,883,417          5,422,102
                                                                 =============      =============
</Table>

    The accompanying notes are an integral part ofthese financial statements.

                                       37
<Page>

                       BIG BUCK BREWERY & STEAKHOUSE, INC.

                 Consolidated Statements of Shareholders' Equity
                               For the Years Ended
<Table>
<Caption>
                                                                                       ADDITIONAL
                                                        COMMON STOCK                    PAID-IN      ACCUMULATED
                                                    SHARES       AMOUNT      WARRANTS   CAPITAL        DEFICIT         TOTAL
<S>                                                <C>            <C>       <C>        <C>           <C>            <C>
BALANCE, January 2, 2000                           5,405,481      54,055     153,650   13,685,520    (4,391,791)     9,501,434
    Issuance of warrants for services rendered            --          --          --       57,866            --         57,866
    Issuance of warrants to WCERS                         --          --          --      300,000            --        300,000
    Issuance of warrants to Mike Eyde                     --          --          --       28,750            --         28,750
    Issuance of common stock for employee stock
        purchase plan at $1.447655                    15,374         154          --       22,103            --         22,256
    Conversion of debt into common stock
        at $1.4752                                    33,893         339          --       49,660            --         49,999
    Issuance of common stock for employee stock
        purchase plan at $0.478125                    19,814         198          --        9,275            --          9,474
    Net loss                                              --          --          --        --       (3,183,255)    (3,183,255)
                                                  ----------   ---------   ---------  -----------  ------------   ------------
BALANCE, December 31, 2000                         5,474,562      54,746     153,650   14,153,174    (7,575,046)     6,786,524
    Issuance of common stock for debt and
        and interest to WCERS                        323,406       3,234          --      324,376            --        327,610
    Issuance of common stock for services to
        to Morgan James                              125,000       1,250          --      112,500            --        113,750
    Issuance of common stock for employee stock
        purchase plan at $0.478125                    20,914         209          --        9,790            --         10,000
    Issuance of common stock for services to
        Columbia Construction                         50,000         500          --       45,000            --         45,500
    Issuance of common stock for services to
        to Morgan James                               75,000         750          --       66,750            --         67,500
    Issuance of common stock for employee stock
        purchase plan at $0.3485                      14,476         145          --        4,900            --          5,045
    Expiration of warrants                                --          --    (153,650)     153,650            --             --
    Net loss                                              --          --          --           --    (2,202,895)    (2,202,895)
                                                  ----------   ---------   ---------  -----------  ------------   ------------
BALANCE, December 30, 2001                         6,083,358      60,834          --   14,870,141    (9,777,941)     5,153,033
                                                  ==========   =========   =========  ===========  ============   ============
</Table>

   The accompanying notes are an integral part of these financial statements.

                                       38
<Page>

                       BIG BUCK BREWERY & STEAKHOUSE, INC.

                      Consolidated Statements of Cash Flows
<Table>
<Caption>
                                                                                     For the Years Ended
                                                                           -------------------------------------
                                                                               December 30,         December 31,
                                                                                 2001                  2000
                                                                           ----------------      ---------------
<S>                                                                         <C>                  <C>
OPERATING ACTIVITIES:
   Net loss                                                                 $   (2,202,895)      $  (3,183,255)
   Adjustments to reconcile net loss to cash flows used in
    operating activities--
       Depreciation and amortization                                             1,720,112           1,488,609
       Loss on sale of property                                                      6,868              46,998
       Loss on forfeiture of property                                              354,923                   -
       Minority interest's share of joint venture income (loss)                      2,332             (83,506)
       Interest expense paid for with common stock                                 303,170                   -
       Consulting services paid for with common stock                               94,519                   -
       Change in operating assets and liabilities:
         Accounts receivable                                                       148,349            (152,263)
         Inventories                                                                86,015             (74,235)
         Prepaids and other                                                       (121,527)           (136,577)
         Accounts payable                                                       (1,046,227)            336,454
         Accrued expenses                                                          222,462             224,700
                                                                            --------------       -------------

            Net cash used in operating activities                                 (431,899)         (1,533,075)
                                                                            --------------       -------------

INVESTING ACTIVITIES:
   Purchases of property and equipment                                            (736,490)         (4,409,574)
   Increase in other assets                                                        (34,710)                  -
   Proceeds from sale of asset                                                       7,750                  --
                                                                            --------------       -------------

            Net cash used in investing activities                                 (763,450)         (4,409,574)
                                                                            --------------       -------------

FINANCING ACTIVITIES:
   Borrowings under long-term debt                                               1,199,729           9,300,000
   Payments on long-term debt and capital lease obligations                       (268,122)         (3,129,079)
   Payment of deferred financing costs                                             (17,750)           (606,330)
   Tenant allowance                                                                340,000                  --
   Proceeds from sale of common stock                                               15,045              31,731
                                                                            --------------       -------------

            Net cash provided by financing activities                            1,268,901           5,596,322
                                                                            --------------       -------------

INCREASE (DECREASE) IN CASH                                                         73,552            (346,327)

CASH, beginning of year                                                             22,901             369,228
                                                                            --------------       -------------

CASH, end of year                                                           $       96,453       $      22,901
                                                                            ==============       =============

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid                                                            $    1,099,428       $   1,497,398
   Income taxes paid                                                                    --                  --
NONCASH TRANSACTIONS:
   Issuance of common stock, stock options and warrants for property
     and services and interest and debt                                            554,360             386,614
   Accounts payable assumed for purchase of equipment                                                  800,000
   Conversion of long-term debt to common stock                                                         50,000
   Noncash contribution by minority partner                                                            399,976
</Table>

   The accompanying notes are an integral part of these financial statements.

                                       39
<Page>

                       BIG BUCK BREWERY & STEAKHOUSE, INC.

                   Notes to Consolidated Financial Statements
                     December 30, 2001 and December 31, 2000

1.   NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

NATURE OF BUSINESS

Big Buck Brewery & Steakhouse, Inc. (f/k/a Michigan Brewery, Inc.) develops and
operates restaurant-brewpubs under the name "Big Buck Brewery & Steakhouse." As
of December 30, 2001, the Company owned and operated three units in the state of
Michigan. The first unit opened in Gaylord, Michigan, on May 26, 1995.
Subsequent Michigan units opened on March 17, 1997 in Grand Rapids and on
October 1, 1997 in Auburn Hills, a suburb of Detroit. On August 31, 2000, the
Company opened a fourth unit in Grapevine, Texas, a suburb of Dallas. This unit
is operated by Buck & Bass, L.P. pursuant to a joint venture agreement between
the Company and Bass Pro Outdoor World, L.P.

The Company incurred net losses of $2,202,895 in 2001 and $3,183,255 in 2000.
The Company has a limited operating history, and future revenues and attaining
profitability from operations will depend upon various factors, including market
acceptance of the Big Buck Brewery & Steakhouse concept and general economic
conditions. The Company's ability to achieve profitability depends on its
ability to refinance its indebtedness, increase revenues, reduce costs and
attain sufficient working capital.

FISCAL YEAR

The Company has adopted a 52-/53-week fiscal year ending on the Sunday nearest
December 31 of each year. All references herein to "2001" and "2000" represent
the fiscal years ended December 30, 2001 (a 52 week year) and December 31, 2000
(a 52 week year), respectively.

CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its majority-owned subsidiary, Buck & Bass, L.P. All significant intercompany
accounts and transactions are eliminated.

INVENTORIES

Inventories consist primarily of restaurant food and beverage items, raw
materials used in the brewing process, finished goods, including beer in kegs
and beer held in fermentation prior to the filtration and packaging process, and
retail goods for resale. Inventories are stated at the lower of cost or market
as determined by the first-in, first out inventory method and consisted of the
following at:

<Table>
<Caption>
                                                December 30,       December 31,
                                                   2001               2000
                                              --------------     --------------
<S>                                           <C>                <C>
Food.....................................     $       95,757     $     145,610
Brewery (including wine and liquor)......            103,452           116,416
Retail goods.............................             24,682            47,880
                                              --------------     -------------
                                              $      223,891     $     309,906
                                              ==============     =============
</Table>

                                       40
<Page>

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Improvements are capitalized, while
repair and maintenance costs are charged to operations when incurred. Property
and equipment are depreciated using the straight-line method for financial
reporting purposes and accelerated methods for income tax reporting purposes
over their estimated useful lives of 5 to 40 years. In the event that facts and
circumstances indicate that the carrying amount of property may not be
recoverable, an evaluation would be performed using such factors as recent
operating results, projected cash flows and management's plans for future
operations.

Property and equipment consisted of the following at:

<Table>
<Caption>
                                         December 30,      December 31,       Estimated
                                             2001              2000         Useful Lives
                                       ---------------   -----------------  -------------
<S>                                    <C>                   <C>            <C>
Land and improvements                  $   5,052,914         $ 5,052,914    20 years for
                                                                            improvements
Leasehold improvements                     5,978,865           5,836,092    15 years
Building and improvements                  9,328,391           9,328,391    40 years
Brewery equipment                          2,656,518           2,656,518    12-30 years
Restaurant equipment                       1,880,255           1,838,876    10 years
Furniture, fixtures and equipment          2,665,956           2,672,117    5-7 years
                                       -------------          ----------
     Total property and equipment         27,562,899          27,384,908
Accumulated depreciation                  (4,636,629)         (3,353,921)
                                       -------------         -----------
     Net carrying amount               $  22,926,270         $24,030,987
                                       =============         ===========
</Table>

INCOME TAXES

Deferred tax assets and liabilities are computed based on the difference between
the financial reporting and tax bases of the Company's assets and liabilities
using currently enacted tax rates.

BASIC LOSS PER SHARE

Basic net loss per share is computed by dividing net income by the weighted
average number of common shares outstanding during the year, without regard to
stock options outstanding. In the computation of fully diluted earnings per
share, the weighted average shares outstanding is increased to reflect the
potential dilution if stock warrants, stock options and convertible securities
were to be exercised or converted common stock, if such exercise or conversion
has a dilutive effect. The options, warrants, and convertible securities have
been excluded from the earnings per share calculation because each would have an
antidilutive effect.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Ultimate results could differ from those estimates.

                                       41
<Page>

2.   LONG-TERM OBLIGATIONS:

Long-term obligations consisted of the following as of:

<Table>
<Caption>
                                                                                     December 30,             December 31,
                                                                                         2001                     2000
                                                                                    ----------------        --------------
<S>                                                                               <C>                     <C>
Convertible note payable to the Wayne County Employees' Retirement System
   (WCERS), with monthly payments beginning April 1, 2000, in an amount which
   would fully amortize the principal and interest over a period of 300 months,
   which approximates $53,400, including interest at 10%. The unpaid balance is
   due in February 2003 and is convertible into common stock at $2.42 per share
   at any time during the agreement.                                                  5,806,084               5,840,271
Convertible notes payable to WCERS, with monthly payments of
   $14,756 including interest at 10%, due February 2003.  The note is
   convertible into common stock at $2.42 per share.  This note is
   guaranteed by a shareholder of the Company.                                        1,603,187               1,613,980
Equipment note payable to WCERS, with monthly interest payments at
   11%, due February 2003.                                                            1,500,000               1,500,000
Capital lease obligations (see below).                                                5,400,000               5,400,000
Line of Credit for $1,000,000 from Crestmark Bank, monthly interest
   only payments at prime plus one percent (effective rate of 5.75 percent
   at December 31, 2001).  Principal due March 2002, collateralized by
   letter of credit from WCERS. This line of credit was refinanced on a
   long-term basis subsequent to year end.                                              999,729                      --
Convertible subordinated promissory notes payable to various investors,
   bearing interest at 10%, due October 2000 through November 2000.                     340,000                 350,000
Convertible subordinated promissory notes payable to various investors,
   bearing interest at 10%, due October 2001 through March 2002.                        187,417                 425,000
Convertible subordinated promissory notes payable to director and
   Company owned by a director, bearing interest at 10%, due July
   2002 through December 2002.                                                          200,000                      --
Leasehold tenant allowance to be repaid as the result of a settlement
   reached with Opry Mills to terminate lease, due March 2002.                          200,000                      --
Convertible subordinated promissory notes payable to shareholder, with
   monthly interest payments ranging from 10.00% to 12.75%, remaining balance
   due January 2001 through April 2001. The notes are unsecured.                        200,000                 200,000
                                                                                  -------------           -------------
                  Total                                                              16,236,418              15,329,251
Less-Current maturities                                                               1,151,728                 949,657
                                                                                  -------------           -------------
                  Long-term obligations                                           $  15,084,690           $  14,379,594
                                                                                  =============           =============
</Table>

                                       42
<Page>

The Notes payable to WCERS are collateralized by all assets of the Company, the
Company's limited partnership interest in Buck & Bass, L.P., and a pledge of the
Company's shares of the issued and outstanding common stock of BBBP Management
Company. Effective December 2001 and February 2002, two officers of WCERS became
directors of the Company.

The debt agreements with WCERS contain certain financial covenants, including
minimum tangible net worth, debt coverage, working capital and liabilities to
tangible net worth ratios. At December 31, 2000, the Company was not in
compliance with the debt coverage and working capital ratios. On April 3,
2001, the Company entered into a letter agreement with WCERS pursuant to
which the foregoing covenants were modified to provide that (1) the Company
must maintain tangible net worth plus subordinated debt in an amount not less
than $6.25 million and (2) the Company had until January 1, 2002 to meet all
other covenants set forth in the loan documents (unless modified by the
parties in writing). At December 30, 2001, the Company was not in compliance
with various covenants.  On April 1, 2002, the Company entered into a letter
agreement with WCERS pursuant to which the foregoing covenants were modified
to provide that (1) the Compnay must maintain tangible net worth plus
subordinated debt in an amount not less than $4.5 million and (2) the Company
has until January 1, 2003 to meet all other covenants set forth in the loan
documents (unless modified by the parties in writing).

In April 1997, the Company entered into a real estate sale and leaseback
agreement with a shareholder of the Company, for the land and property of its
Grand Rapids unit. The Company received proceeds of $1,400,000 and in return,
entered into a ten-year lease with a minimum annual base rent of $140,000 and
a maximum annual base rent of $192,500 and percentage rent provisions. In
March 2000, the lease was amended to adjust the gross sales level over which
annual percentage rent is payable to $1,500,000 per year. Because annual
gross sales did not exceed $1.5 million for the lease year ended April
2001, the lessor obtained the right to require the Company to repurchase the
Grand Rapids site for $1.4 million, plus $70,000 for each lease year on a pro
rata basis.  In March of 2002, the lessor waived its right to require
repurchase based upon annual gross sales for the lease years ended April 2001
and April 2002.  The lessor has the option to require the Company to
repurchase the Grand Rapids site after the seventh full lease year for the
same price.

In August 1997, the Company entered into a second real estate sale and
leaseback agreement with the same shareholder, for the land of its Auburn
Hills unit. The Company received proceeds of $4,000,000 and in return,
entered into a 25-year lease with a minimum annual base rent of $400,000 and
percentage rent provisions. In the event gross sales, as defined, do not
exceed $8,000,000 for any two consecutive lease years, the Company is
obligated to repurchase the land for $4.0 million, plus $200,000 for each
lease year on a pro rata basis. In 2000, the Company was required to pay the
shareholder annual percentage rent of $19,000 based upon annual gross sales
for the lease year ended October 2000. Annual gross sales for the lease year
ended October 2001 did not exceed $8.0 million. The Company has the option to
purchase the Auburn Hills site from the lessor after the seventh full lease year
for the same price.

No gain or loss was recognized on the sale and leaseback transactions and the
leases were accounted for as financing transactions. Management expects that if
the Company was required to purchase the land at these units that these leases
could be renewed or replaced by mortgage or other financing arrangements;
however, there can be no assurance that such financing would be available on
acceptable terms or at all.

                                       43
<Page>

The convertible subordinated promissory notes may be converted at any time, at
the option of the holders, into a total of 1,066,440 shares of common stock.
Interest is paid monthly in arrears. $400,000 of the convertible subordinated
notes matured as of December 30, 2001 and were not paid. Therefore, the notes
are in default at December 30, 2001. An additional note of $50,000 became due in
January 2002 and was not paid.

In March 2001, the Company entered into a first amendment and acknowledgment of
partial payment with the holder of one of the convertible subordinated
promissory notes with a principal amount of $250,000. Pursuant to such
agreement, the Company repaid $75,000 of principal, agreed to a repayment
schedule involving monthly payments of principal and interest of $18,161,
commencing May 1, 2001, and adjusted the conversion price on such note from
$1.4752 to $0.73. Also in March 2001, the Company entered into a first amendment
with the holder of the non-convertible subordinated promissory note to
shareholder with a principal amount of $100,000. Pursuant to such agreement, the
Company made such note convertible into shares of the Company's common stock at
a conversion price of $1.00 and extended the maturity date of such note until
October 2001. In addition, the Company entered into a first amendment with the
holder of one of the convertible subordinated promissory notes with a principal
amount of $100,000. Pursuant to such agreement, the maturity date of such note
was extended until October 2001 and the conversion price was adjusted from
$1.9188 to $1.00.

In April 2001, the Company entered into a first amendment with the holder of one
of the convertible subordinated promissory notes with a principal amount of
$50,000. Pursuant to such agreement, the maturity date of such note was extended
until January 2002 and the conversion price was adjusted from $1.9125 to $0.73.

In March 2002, the Company obtained a loan from United Bank and Trust Company
for $5.0 million, with monthly payments of $95,870, including interest at 5.57
percent, through February 2004. The remaining balance is due in March 2004.
The collateral of this loan is a $5.0 million letter of credit from WCERS.
The Company intends to use a portion of the proceeds of this loan to pay all
outstanding borrowings on the Crestmark line of credit, and accordingly, that
amount has been classified as long-term debt at December 30, 2001.

Maturities of long-term obligations as of December 30, 2001, based on the
amended payment terms discussed above, are as follows:

<Table>
                  <S>                               <C>
                  2002                                1,151,728
                  2003                                9,004,731
                  2004                                  679,959
                  2005                                       --
                  2006                                       --
                  Thereafter                          5,400,000
                                                    -----------
                                                    $16,236,418
                                                    ===========
</Table>

3.   OPERATING LEASE

In November 2000, the Company executed a lease with Opry Mills Limited
Partnership, a division of the Mills Corporation, for approximately 20,000
square feet of space in the Opry Mills mall over a 10-year term. Beginning
August 2001, the company was obligated to pay monthly rental payments of
$43,211, regardless of whether the store was open for business. Additionally,
the lease required the Company to pay an annual percentage rent in the amount of
6% on gross sales in excess of $8.5 million. The Company did not pay the rental
payments.

                                       44
<Page>

In March 2002, the Company terminated the lease agreement for $200,000. Under
the terms of the possession agreement and the settlement and termination
agreement, the Company forfeited all improvements made to the site, including
assets purchased through use of the tenant allowance of $340,000 provided by
the landlord. As a result of the terminated lease transaction, the Company
incurred a loss of approximately $355,000, including the termination fee paid
in 2002. The loss is recorded in preopening expenses and store development costs
in the statement of operations.

The construction on this location was performed by Columbia Construction, a
company owned by an individual who became a director of the Company in
February 2002.

4.   INCOME TAXES:

The deferred tax assets and liabilities consisted of the following at:

<Table>
<Caption>
                                          December 30,         December 31,
                                              2001                 2000
                                       -----------------    -----------------
     <S>                                    <C>                 <C>
     Deferred tax liabilities                 (831,000)           (870,000)
     Deferred tax assets                     3,991,000           3,430,000
                                       ---------------      --------------
     Net deferred tax asset                  3,160,000           2,560,000
     Valuation allowance                    (3,160,000)         (2,560,000)
                                       ---------------      --------------
     Net deferred tax                               --                  --
</Table>

Effective January 1, 1996, the Company converted from S Corporation status to
a C Corporation. As of December 30, 2001 and December 31, 2000, the Company's
deferred tax assets consist primarily of net operating loss carryforwards,
and deferred tax liabilities result from the use of accelerated methods of
depreciation for tax purposes. The Company has recorded a full valuation
allowance against the net deferred tax asset due to the uncertainty of
realizing the related benefit. As of December 30, 2001, the Company had net
operating loss carryforwards of approximately $11.7 million which expire
through the year 2021.

5.   WARRANTS:

Each of the 2,550,000 units issued in connection with the Company's IPO
consisted of one share of common stock and one Redeemable Class A Warrant,
exercisable at $8.00 per share. In 2001, the expiration date of these warrants
was extended through December 2002.

In connection with the bridge financing before the IPO, the Company issued
warrants, exercisable at $5.00 per share, for 150,000 shares of its common
stock. These warrants expired in February 2001.

In connection with the joint venture agreement (Notes 1 and 7), the Company
issued a warrant, exercisable at $2.625 per share, for 50,000 shares of its
common stock to Bass Pro expiring in August 2003. The Company also issued a
warrant to its private placement agent, exercisable at $2.7625 per share, for
14,582 shares of its common stock, expiring in November 2003.

In exchange for services, the Company issued warrants, exercisable at $1.625 per
share, for 100,000 shares of its common stock. In connection with the same
service agreements, the Company also issued warrants for 200,000 shares of
common stock. 100,000 of these warrants are exercisable at $2.50 per share and
vest in October 2000. The remaining 100,000 warrants, are exercisable at $3.50
per share and vest in October 2001. All of the warrants issued as part of these
service agreements expire in October 2002.

                                       45
<Page>

In connection with a consulting agreement, the Company issued a warrant,
exercisable at $1.625 per share, for 50,000 shares of its common stock,
expiring in October 2002. The Company also issued warrants, exercisable at
$2.00 per share, for 150,000 shares of its common stock, vesting in 50,000
increments as the Company's stock price reaches $4.00, $5.00, and $6.00 per
share, expiring in October 2002.

In connection with the refinancing of debt, the Company issued a warrant to
WCERS, exercisable at $2.00 per share, for 200,000 shares of its common
stock, expiring in February 2004. The conversion to stock of these warrants
and the convertible notes disclosed in Note 2, when added to common stock
owned by WCERS, would result in WCERS owning 3,585,088 shares of common
stock, or a 38.4% ownership of the Company.

In connection with amending the Auburn Hills lease, the Company issued a
warrant, exercisable at $1.8125 per share, for 25,000 shares of its common
stock, expiring in January 2003. The Company has also issued a warrant to this
lessor, which is exercisable at $5.00 per share, for 25,000 shares, expiring
August 2002.

6.   STOCK OPTION AND STOCK PURCHASE PLANS:

During January 1996, the Company adopted the 1996 Stock Option Plan (the Plan),
pursuant to which options to acquire an aggregate of 600,000 shares, as amended
in June 1997, of the Company's common stock may be granted. Under the Plan, the
board of directors may grant options to purchase shares of the Company's stock
to eligible employees, nonemployees and contractors at a price not less than
100% of the fair market value at the time of the grant for both incentive and
nonstatutory stock options. Options granted under the Plan vest annually over
four years from date of grant and are exercisable for ten years, except that the
term may not exceed five years for incentive stock options granted to persons
who own more than 10% of the Company's outstanding voting stock.

Also, during January 1996, the Company adopted the 1996 Director Stock Option
Plan (the Director's Plan) pursuant to which options to acquire an aggregate of
100,000 shares of the Company's common stock were available for grant to outside
directors. Under the Director's Plan, 5,000 options were automatically granted
to each outside director upon the completion of the Company's IPO, and
thereafter 5,000 options were granted annually for each year of continued
service by the outside director. Each option was granted at fair market value on
the date of grant, vested one year after the date of grant and was exercisable
for ten years. During 2000, this plan was canceled with options for 75,000
shares outstanding. These options will remain exercisable as originally issued,
and additional options will not be issued.

During October, 2000, the Company adopted the 2000 Stock Option Plan (the 2000
Plan), pursuant to which options to acquire an aggregate of up to 1,000,000
shares of common stock may be granted to qualified employees, directors, and
outside consultants. Under the 2000 Plan, 20,000 options are automatically
granted annually to each outside director and an additional 10,000 options to
each outside director serving on the executive committee. Each option is granted
at fair market value on the date of grant, vests one year after the date of
grant and is exercisable for ten years.

                                       46
<Page>

A summary of the status of the Company's stock option plans at December 30, 2001
and December 31, 2000, and changes during the fiscal years then ended, is
presented in the table and narrative below:

<Table>
<Caption>
                                              Year Ended                           Year Ended
                                           December 30, 2001                    December 31, 2000
                                    ---------------------------------     --------------------------------
                                                   Weighted Average                       Weighted Average
                                     Shares         Exercise Price           Shares        Exercise Price
                                     ------        ----------------          ------      -----------------
<S>                                 <C>                <C>                <C>                 <C>
Outstanding, beginning of
     Period..................         746,058          $     3.30              717,800        $  4.06
Granted......................         411,333                 .75              283,086           1.70
Exercised....................              --                  --                   --             --
Forfeited....................         178,740                2.52              254,828           4.17
Expired......................          25,000                5.00                   --             --
                                    ---------          ----------         ------------        -------
Outstanding, end of
     Period..................         983,651          $     2.31              746,058        $  3.30
                                    =========          ==========         ============        =======
Exercisable, end of
     Period..................         922,751                                  483,458
                                    =========                             ============
Weighted average fair value
     Of options granted......                          $      .69                             $  1.47
                                                       ==========                             =======
</Table>

The following table provides certain information with respect to stock options
outstanding at December 30, 2001:

<Table>
<Caption>
                                           Stock options          Weighted average            Weighted average
        Range of exercise prices            Outstanding            exercise price        remaining contractual life
      ------------------------------    ---------------------    --------------------    ---------------------------
                <S>                            <C>                    <C>                           <C>
                 .47 - 1.50                    491,333                 .86                          8.96
                1.51 - 3.00                    197,818                2.43                          7.36
                3.01 - 5.25                    294,500                4.63                          4.64
</Table>

The following table provides certain information with respect to stock options
exercisable at December 30, 2001:

<Table>
<Caption>
                                           Stock options          Weighted average
        Range of exercise prices            exercisable            exercise price
      ------------------------------    ---------------------    --------------------
               <S>                           <C>                          <C>
                .47 - 1.50                    455,333                      .85
               1.51 - 3.00                    172,918                     2.50
               3.01 - 5.25                    294,500                     4.63
</Table>

                                       47
<Page>

The Company accounts for options issued to employees and directors under
these plans using APB Opinion No. 25, under which no compensation cost has
been recognized. Had compensation cost for these plans been determined
consistent with SFAS No. 123, "Accounting for Stock-Based Compensation," the
Company's net loss and loss per share would have been increased to the
following pro forma amounts:

<Table>
<Caption>
                                                     2001                  2000
                                              ------------------   ------------------
     <S>                      <C>               <C>                   <C>
     Net Loss                 As Reported       $  (2,202,895)        $ (3,183,255)
                              Pro Forma            (2,549,634)          (3,546,385)

    Basic and Diluted EPS     As Reported                (.37)               (0.59)
                              Pro Forma                  (.43)               (0.63)
</Table>

The fair value of each employee option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 2001 and 2000, respectively: risk-free interest
rates of 1.68% and 4.93%; no expected dividend yields; expected lives of
7 years; and expected volatility of 131.09% and 106.50%.

Non-employee option grants are recorded at fair value. There have been no
non-employee options granted under the plan.

On October 18, 1999, the Company established a qualified Employee Stock Purchase
Plan, effective as of January 1, 2000. The Company is authorized to issue up to
200,000 shares of its common stock for qualified employees, as defined. Under
the terms of the plan, employees can choose each year to have up to 15 percent
of their annual base earnings withheld to purchase the Company's common stock.
The purchase price of the stock is 85 percent of the lower of the closing price
at the beginning of the 18-month offering period or end of the 6-month
accumulation period. Under the plan, the Company sold approximately 35,000
shares in each of 2001 and 2000.

7.   RETIREMENT PLAN:

On February 1, 1999, the Company began sponsoring a 401(k) plan for employees
with a minimum of six months of service with the Company. Contributions to the
plan totaled $8,731 and $12,559 for 2001 and 2000, respectively.

8.   COMMITMENTS AND CONTINGENCIES:

LEGAL PROCEEDINGS

The Company is involved in various legal actions rising in the ordinary
course of business. Although the outcomes of any such legal actions cannot be
predicted, in the opinion of management there is no legal proceeding pending
against or involving the Company, except as described below, for which the
outcome is likely to have a material adverse effect upon the financial
position or results of operations of the Company.

JOINT VENTURE

The Company owns 89.1 percent as a limited partner and 0.8 percent as a general
partner, for an aggregate 89.9 percent ownership of Buck & Bass, L.P., which
owns and operates the Grapevine unit.

During 2000, the Company contributed $3.8 million to the limited partnership.
During the first quarter of 2001, certain contractors of Buck & Bass filed
liens and made demands for payment of additional sums aggregating
approximately $1.4 million in connection with the construction of the
Grapevine unit, which the Company disputes. In February 2001, as guarantor of
the obligations of Buck & Bass, the Company arranged to have filed of record
a bond with respect to each lien for which the Company had received notice.
The Company recorded a liability for $800,000 as its best estimate of amounts
it may be required to pay to settle the dispute in 2000. The Company

                                       48
<Page>

remains involved in litigation with the general contractor. There can be no
assurance that the Company will be able to fully and finally discharge of
record all outstanding liens and claims. If the Company is unable to do so,
it may be in material default under the limited partnership agreement and the
commercial sublease agreement.

Pursuant to the commercial sublease agreement, the limited partnership created
by the joint venture leases the Grapevine site from Bass Pro over a 15-year
term. The lease may be extended for seven additional five-year terms subject to
Bass Pro renewing its lease of the location. The sublessee is obligated to pay
an annual percentage rent in the amount of 5.5% on gross sales less than $11.0
million per year and 6.5% on gross sales in excess of $11.0 million per year
(with a minimum annual base rent of $385,000). Bass Pro may terminate in the
event of a default which is not cured within the applicable grace period. In
March 2000, the Company and Bass Pro L.P. agreed in writing to revise the
definition of default under the sublease. As amended, the sublease provides that
a default includes, but is not limited to, (a) the sublessee's failure to remain
open during all business days, (b) the sublessee's failure to maintain on duty a
fully trained service staff, (c) the sublessee's failure to provide high quality
food of the type provided at the Gaylord unit, (d) the sublessee's failure to
achieve gross sales in the first full calendar year immediately following the
opening and for each calendar year thereafter of $7.0 million, (e) the sublessee
encumbering in any manner any interest in the subleased premises, or (f) the
sublessee's failure to conduct full and complete customer surveys no less
frequently than each calendar quarter.

The existence of the liens discussed above, the failure of Buck & Bass to
perform quarterly customer satisfaction surveys, and the failure to achieve
gross sales in the first full calendar year immediately following the opening
of $7.0 million give Bass Pro the ability to declare an event of default
under the sublease at December 30, 2001, terminate the sublease and demand
all unpaid and reasonably calculable future rent over the balance of the
sublease term. Pursuant to the limited partnership agreement, a material
default under the sublease would also entitle Bass Pro to purchase the
Company's interest in the joint venture at 40% of book value, thereby
eliminating the Company's interest in the Grapevine unit. Further, Bass Pro
has the right to purchase up to 15% of the Company's interest in the joint
venture, at 100% of the Company's original cost, on or before August 31,
2002; provided, however, that the Company's interest in the joint venture may
not be reduced below 51%. The termination of the sublease or the elimination
of the Company's interest in the Grapevine unit would have a material adverse
effect on the Company's business, operating results, cash flows and financial
condition.

9.   MANAGEMENT'S PLAN

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial
statements the Company has experienced net losses since inception, resulting in
an accumulated deficit of $9.8 million and a working capital deficit of
$3.0 million as of December 30, 2001. These factors, among others, raise doubt
about the Company's ability to continue as a going concern for a reasonable
period of time.

The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts
and classification of liabilities that might be necessary should the Company
be unable to continue as a going concern. The Company's continuation as a
going concern depends upon its ability to generate sufficient cash flow to
meet its obligations on a timely basis, to comply with the terms and
covenants of its financing and joint venture agreements, to obtain additional
financing or refinancing as may be required, and to attain profitable
operations. The Company is continuing its efforts to obtain additional funds
so that the Company can meet its obligations and sustain operations. There
can be no assurance that additional financing will be available on terms
acceptable or favorable to the Company, or at all.

                                       49
<Page>

In February 2002, the Company received a $500,000 advance from WCERS to cover
unpaid real estate taxes in Michigan. In March 2002, the Company obtained a
loan from United Bank and Trust Company for $5,000,000 which matures in March
2004. The collateral of this loan is a $5,000,000 letter of credit
from WCERS. Of the proceeds from such loan, the Company used $200,000 to
terminate its lease of the Nashville site and $500,000 to repay the
advance from WCERS. The Company intends to use the remaining proceeds of such
loan to repay approximately $1,000,000 of indebtedness to Crestmark bank, to
pay certain accounts payable and for various working capital purposes.
Although the Company's short-term liquidity issues have been improved as a
result of this financing, there can be no assurance that the Company will
have sufficient financial resources to repay existing indebtedness or to
continue operations.

The Company intends to explore licensing and franchising arrangements. The
Company is in discussions with several parties regarding the possible
licensing of the Big Buck Brewery & Steakhouse concept in and outside the
state of Michigan. The Company has entered into a license agreement with Up
North Adventures, an entity owned by one of the Company's directors, Thomas
E. Zuhl, pursuant to which the Company hopes to introduce its concept to
various Asian markets.

The Company also seeks to refinance its indebtedness to WCERS. The Company
hopes to refinance such indebtedness at lower interest rates. The Company
also plans to continue searching for ways of reducing its operating costs. At
the beginning of 2001, the Company set goals to equal or exceed the operating
benchmarks of several of its competitors. The Company believes that it has
attained those goals and it seeks continued improvement. During 2002, the
Company also plans to implement new short-term and long-term marketing
campaigns pursuant to which the Company hopes to regain revenues lost due to
the decrease in tourism following the events of September 11.

                                       50
<Page>

ITEM 8    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

     Not applicable.

                                       51
<Page>

                                    PART III

ITEM 9    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The following table provides information with respect to our directors
and executive officers as of March 20, 2002. Each director serves for a one-year
term and until his successor has been duly elected and qualified. Each executive
officer has been appointed to serve until his successor is duly appointed by the
board or his earlier removal or resignation from office. There are no family
relationships between any director or executive officer.

<Table>
<Caption>
NAME                                  AGE    PRINCIPAL OCCUPATION              POSITION WITH BIG BUCK        DIRECTOR  SINCE
------------------------              -----  --------------------              ----------------------        ---------------
<S>                                    <C>   <C>                                <C>                               <C>
William F. Rolinski.............       54    Chief Executive Officer,           Chief Executive Officer,          1993
                                             President and Chairman of          President and Chairman
                                             the Board of Big Buck the Board    of the Board

Anthony P. Dombrowski...........       41    Chief Financial Officer and        Chief Financial Officer and        N/A
                                             Treasurer of Big Buck              Treasurer

Timothy J. Pugh.................       42    Executive Vice President of        Executive Vice President of        N/A
                                             Operations of Big Buck             Operations

Jonathon D. Ahlbrand............       40    President and Chief                Director                          2001
                                             Executive Officer of The
                                             Center of American Jobs

Matthew P. Cullen...............       46    General Manager of General         Director                          2000
                                             Motors Enterprise Activity
                                             Group

Richard A. Noelke...............       50    Deputy Director of Wayne           Director                          2001
                                             County Employees' Retirement
                                             System

Mark Provenzano.................       44    President of Columbia              Director                          2002
                                             Construction Services

Henry T. Siwecki................       57    Sole Owner and President of        Director                          1995
                                             Siwecki Construction

Ronald Yee......................       49    Director of Wayne County           Director                          2002
                                             Employees' Retirement System

Thomas E. Zuhl..................       41    Owner of Pac Rim Associates,       Director                          2002
                                             Inc.
</Table>

     William F. Rolinski is a founder of our company and has been the Chief
Executive Officer, President and Chairman of the Board since our formation in
1993. From 1987 to 1994, Mr. Rolinski was the founder, secretary and corporate
counsel of Ward Lake Energy, Inc., an independent producer of natural gas in
Michigan. While Mr. Rolinski was at Ward Lake, the company drilled and produced
over 500 natural gas wells with combined reserves of over $200 million.

                                       52
<Page>

     Anthony P. Dombrowski became the Chief Financial Officer and Treasurer of
our company in May 1996. He acted as a consultant to our company, in the
capacity of Chief Financial Officer, from January 1996 to May 1996. From
February 1995 to May 1996, Mr. Dombrowski operated his own financial and
consulting business. From May 1989 to January 1995, Mr. Dombrowski was the Chief
Financial Officer of Ward Lake. Mr. Dombrowski began his career with Price
Waterhouse LLP in 1982.

     Timothy J. Pugh became our Executive Vice President of Operations in
December 2000. From November 1998 to November 2000, he was a franchisee partner
of Damon's International, a full-service chain of over 100 casual dining
restaurants, in Kalamazoo, Michigan. From April 1996 to October 1998, he was a
regional manager of Damon's International. From October 1993 to April 1996, he
was a general manager of Damon's International. From April 1991 to October 1993,
he managed the Houston's restaurant in Dallas, Texas, and the Houston's
restaurant in Memphis, Tennessee.

     Jonathon D. Ahlbrand became a director in January 2001. Since June 1999,
Mr. Ahlbrand has been President and Chief Executive Officer of The Center of
American Jobs, a nation-wide recruiting service. Since April 1998, he has been a
managing member of Private Equity, LLC, an entity that concentrates on the
private placement of debt and equity securities. From April 1998 to July 1998,
Private Equity performed certain consulting and advisory services for Seger
Financial, Inc. Private Equity currently provides certain financial advisory
services to us. In addition, both Private Equity and Seger Financial have served
as our private placement agents. From August 1997 to March 1998, Mr. Ahlbrand
was Senior Vice President of IntelliQuest, an Austin, Texas based global
research services firm. From December 1994 to August 1997, he was Chief
Executive Officer of National TechTeam Europe, a global information services
company. For more information regarding our transactions with Private Equity,
Seger Financial and Mr. Ahlbrand, please review "Certain Relationships and
Related Transactions."

     Matthew P. Cullen has been a director since July 2000. Mr. Cullen is
General Manager of General Motors Enterprise Activity Group, which includes the
company's worldwide real estate division. He joined General Motors in 1979 as a
real estate administrator and subsequently assumed a variety of senior
assignments. Prior to his current position, he was responsible for the disposal
and redevelopment of surplus property as well as site selection and strategic
site acquisition. Mr. Cullen is Vice Chairman of Detroit Downtown, Inc., past
Chairman of Detroit News Center Area Council, and the Chair-Elect of the
International Association of Corporation Real Estate Executives.

     Richard A. Noelke became a director in December 2001. Mr. Noelke has served
as the Deputy Director of WCERS since February 1997. Mr. Noelke was an elected
Trustee of WCERS for ten years prior to becoming Deputy Director. He has been
employed with Wayne County, Michigan, for the past 24 years, including ten years
as an Accountant and Supervisor of Accounting, and ten years as the Assistant
Finance Director, at Detroit Metropolitan Wayne County Airport. Mr. Noelke is
also a director of Everest Energy Fund. WCERS beneficially owns approximately
38.4% of our common stock. For more information regarding our transactions with
WCERS, please review "Certain Relationships and Related Transactions."

     Mark Provenzano became a director in February 2002. He is the President and
a shareholder of Columbia Construction Services, a general contracting and
construction management firm he founded in 1981. Columbia specializes in
hospitality, restaurant and retail construction in the Eastern United States.
Mr. Provenzano is also the President and a shareholder of Supreme Heating and
Supply Co, Inc., a family operated firm started in 1950 by his father. Supreme
provides HVAC services throughout Southeastern Michigan. Columbia, which
beneficially owns less than one percent of our common stock, has provided
certain services to our company pursuant to a Master Agreement for Program
Management Services. For more information regarding our transactions with
Columbia, please review "Certain Relationships and Related Transactions."

                                       53
<Page>

     Henry T. Siwecki has been a director since August 1995. For more than the
last five years, Mr. Siwecki has been the sole owner and President of Siwecki
Construction, Inc., a commercial and residential contractor.

     Ronald Yee became a director in February 2002. He has served as a Director
of WCERS since February 1997. Prior to that, he was WCERS' Deputy Director for
six years. Mr. Yee also served as Wayne County's Risk Manager, Chief Labor
Relations Analyst, Director of Administration for Personnel as well as other
professional level positions during his 28 year career. WCERS beneficially owns
approximately 38.4% of our common stock. For more information regarding our
transactions with WCERS, please review "Certain Relationships and Related
Transactions."

     Thomas E. Zuhl became a director in January 2002. Mr. Zuhl has owned Pac
Rim Associates, Inc., an automotive parts manufacturer's representative company,
since October 1991. He also owns Up North Adventures, Inc. and Tried and True
Builders, LLC. Mr. Zuhl was Director of International Programs for Magee
Industrial Enterprises from March 1987 to August 1991. From September 1984 to
February 1987, he was a National Account Sales Manager for Xerox Corporation.
Mr. Zuhl beneficially owns 5.2% of our common stock. In July 2001, we granted a
license to Up North Adventures (1) to use our intellectual property, (2) to
import, sell and distribute our products, and (3) to open and operate Big Buck
restaurants, in Japan, Thailand, Malaysia and Singapore. For more information
regarding our transactions with Up North Adventures, Pac Rim Associates and
Mr. Zuhl, please review "Certain Relationships and Related Transactions."

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires our officers, directors and
persons who own more than 10% of a registered class of our equity securities to
file reports of ownership and changes in ownership with the SEC. Such officers,
directors and shareholders are required by the SEC to furnish us with copies of
all such reports. To our knowledge, based solely on a review of copies of
reports filed with the SEC during the last fiscal year, all applicable Section
16(a) filing requirements were met, except that the following reports were not
filed on a timely basis: (1) one report on Form 3 relating to the appointment of
Jonathon D. Ahlbrand to our board of directors on January 18, 2001, and (2) one
report on Form 4 relating to the grant of options to purchase 25,000 shares
received by Jonathon D. Ahlbrand on January 18, 2001.

                                       54
<Page>

ITEM 10   EXECUTIVE COMPENSATION

     The following table sets forth information with respect to compensation
paid by us to our Chief Executive Officer and the other highest paid executive
officers (the "Named Executive Officers") during the three most recent fiscal
years.

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
                                                                                        LONG-TERM COMPENSATION
                                                                                        -----------------------
                                                            ANNUAL COMPENSATION                 AWARDS
                                                            -------------------         -----------------------
                                                                                              SECURITIES
                                                                                              UNDERLYING
     NAME AND PRINCIPAL POSITION             YEAR                  SALARY                      OPTIONS
-----------------------------------         ------             -------------            -----------------------
<S>                                           <C>               <C>                                 <C>
William F. Rolinski....................       2001              $    188,279                             0
  Chief Executive Officer, President          2000              $    153,247                        32,037
  and Chairman of the Board                   1999              $    157,219                             0

Anthony P. Dombrowski..................       2001              $    108,953                        60,000
  Chief Financial Officer and                 2000              $     94,742                        14,962
  Treasurer                                   1999              $     97,321                             0

Timothy J. Pugh(1).....................       2001              $    119,365                        75,000
  Executive Vice President of                 2000              $     10,346                             0
  Operations
</Table>

----------
(1) Mr. Pugh joined our company as Executive Vice President of Operations in
    December 2000.

     The following table sets forth each grant of stock options during 2001 to
the Named Executive Officers. No stock appreciation rights were granted during
2001.

                        OPTION GRANTS IN LAST FISCAL YEAR

<Table>
<Caption>
                                       NUMBER OF
                                       SECURITIES      PERCENT OF TOTAL
                                       UNDERLYING       OPTIONS GRANTED       EXERCISE OR
                                        OPTIONS        TO EMPLOYEES IN         BASE PRICE      EXPIRATION
         NAME                          GRANTED(1)        FISCAL YEAR          ($/SHARE)(2)        DATE
------------------------            ---------------    ----------------      ---------------   ------------
<S>                                        <C>               <C>                <C>             <C>
William F. Rolinski...............              0               -                    -                 -

Anthony P. Dombrowski ............         60,000            31.9%              $ 0.80          10/25/11

Timothy J. Pugh...................         25,000            13.3%              $ 0.91          07/19/11
                                           50,000            26.6%              $ 0.80          10/25/11
</Table>

----------
(1) These options became exercisable immediately upon grant.
(2) Fair market value per share on the date of grant.

                                       55
<Page>

     The following table sets forth information concerning the unexercised
options held by the Named Executive Officers as of the end of the last fiscal
year. No options were exercised by the Named Executive Officers during the last
fiscal year. No stock appreciation rights were exercised by the Named Executive
Officers during the last fiscal year or were outstanding at the end of that
year.

    AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
                                        VALUES

<Table>
<Caption>
                                                     NUMBER OF SECURITIES                VALUE OF UNEXERCISED
                                                    UNDERLYING UNEXERCISED               IN-THE-MONEY OPTIONS
                                                      OPTIONS AT FY-END                      AT FY-END(1)
                                                ------------------------------       ------------------------------
                   NAME                         EXERCISABLE      UNEXERCISABLE       EXERCISABLE     UNEXERCISABLE
-------------------------------------------     -----------      -------------       -----------     -------------
<S>                                               <C>                <C>              <C>                 <C>
William F. Rolinski........................       137,037            0                $  0                N/A

Anthony P. Dombrowski......................       187,962            0                $  0                N/A

Timothy J. Pugh............................        75,000            0                $  0                N/A
</Table>

----------
(1) Market value of underlying securities at fiscal year end minus the exercise
    price.

COMPENSATION OF DIRECTORS

     Directors who are also our employees receive no remuneration for services
as members of the board or any board committee. Each non-employee director
receives $500 for each regularly scheduled meeting of the board he attends. Each
non-employee director who serves on our executive committee receives $3,000 per
month for such service. Our directors are also reimbursed for expenses incurred
solely in connection with our business purposes. During 2001, our non-employee
directors received the options described below.

     On December 1, 2001, pursuant to the automatic grant provisions of the 2000
Stock Option Plan, we granted (1) an option for the purchase of 20,000 shares of
common stock to each non-employee director and (2) an option for the purchase of
10,000 shares of common stock to each non-employee member of the Executive
Committee of the board. We automatically grant such options annually for each
year of continued service. Any person who first becomes eligible to receive a
grant pursuant to this provision of the 2000 Stock Option Plan following any
December 1, will automatically receive a pro rata portion of such grant upon
their appointment to such position. Each option is granted at fair market value
on the date of grant, vests one year after the date of grant and expires ten
years after the date of grant.

                                       56
<Page>

ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     The following table sets forth certain information regarding beneficial
ownership of our common stock as of March 1, 2002, by (a) each person who is
known to us to own beneficially more than five percent of our common stock, (b)
each director, (c) each Named Executive Officer (as defined herein), and (d) all
executive officers and directors as a group. Unless otherwise noted, each person
identified below possesses sole voting and investment power with respect to such
shares. Except as otherwise noted below, we know of no agreements among our
shareholders which relate to voting or investment power with respect to our
common stock.

<Table>
<Caption>
                                                                                           SHARES               PERCENT
                                                                                        BENEFICIALLY              OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1)                                                   OWNED(1)             CLASS(2)
---------------------------------------                                             --------------------    --------------
<S>                                                                                       <C>                   <C>
Wayne County Employees' Retirement System(3)....................................          3,585,088             38.4%
     400 Monroe Street, Suite 230
     Detroit, Michigan 48226
Perkins Capital Management, Inc.(4).............................................          1,121,500             16.4
     730 East Lake Street
     Wayzata, Minnesota 55391
William F. Rolinski(5)..........................................................            977,645             15.7
Estate of Blair A. Murphy, D.O.(6)..............................................            680,007             11.1
The Perkins Opportunity Fund(7).................................................            500,000              7.8
     730 East Lake Street
     Wayzata, Minnesota 55391
Michael G. Eyde(8)..............................................................            395,481              6.2
     6250 West Michigan Avenue
     Lansing, Michigan 48917
FMR Corp.(9)....................................................................            373,800              6.1
     82 Devonshire Street
     Boston, Massachusetts 02109
Thomas E. Zuhl(10)..............................................................            334,125              5.2
Anthony P. Dombrowski(11).......................................................            193,962              3.1
Henry T. Siwecki(6).............................................................            175,989              2.9
Jonathon D. Ahlbrand(12)........................................................             89,582              1.5
Timothy J. Pugh(13).............................................................             75,000              1.2
Mark Provenzano(14).............................................................             50,000                *
Matthew P. Cullen(13)...........................................................             20,000                *
Ronald Yee(15)..................................................................          3,587,588             38.4
Richard A. Noelke...............................................................                500                *
All Executive Officers and Directors
     as a Group (10 persons) (16)...............................................          5,504,391             53.9%
</Table>

----------
*        Represents less than one percent.

(1)      Beneficial ownership is determined in accordance with the rules of the
         SEC and includes voting or investment power with respect to securities.
         Securities "beneficially owned" by a person may include securities
         owned by or for, among others, the spouse, children or certain other
         relatives of such person as well as other securities as to which the
         person has or shares voting or investment power or has the option or
         right to acquire within 60 days of March 1, 2002. Unless otherwise

                                       57
<Page>

         indicated, the address of each shareholder is c/o Big Buck Brewery &
         Steakhouse, Inc., 550 South Wisconsin Street, Gaylord, Michigan 49734.
(2)      Percentage of beneficial ownership is based on 6,083,358 shares
         outstanding as of March 1, 2002. Shares issuable upon the exercise of
         warrants and options are deemed outstanding for computing the
         percentage of the person holding such warrants or options but are not
         deemed outstanding for computing the percentage of any other person.
(3)      Includes 200,000 shares purchasable upon the exercise of a warrant and
         3,061,682 shares purchasable upon the conversion of promissory notes.
(4)      As set forth in Schedule 13G filed with the SEC by Perkins Capital
         Management, Inc. ("PCM"), The Perkins Opportunity Fund ("POF") and
         Richard W. Perkins on January 29, 2002. Represents (a) 161,000 shares
         owned by the clients of PCM, (b) 460,500 shares purchasable upon the
         exercise of warrants owned by the clients of PCM, (c) 200,000 shares
         owned by POF and (d) 300,000 shares purchasable upon the exercise of
         warrants owned by POF. PCM has (a) sole power to vote 337,500 shares,
         representing 137,500 shares owned by clients of PCM and 200,000 shares
         owned by POF, and (b) sole power to dispose of 621,500 shares. PCM
         disclaims beneficial ownership of the securities owned by POF.
(5)      Includes 137,037 shares purchasable upon the exercise of options.
(6)      Includes 45,000 shares purchasable upon the exercise of options.
(7)      As set forth in Schedule 13G filed with the SEC by PCM, POF and
         Richard W. Perkins on January 29, 2002. Includes 300,000 shares
         purchasable upon the exercise of warrants.
(8)      Includes (a) 50,000 shares purchasable upon the exercise of an option,
         (b)25,000 shares purchasable upon the exercise of a warrant and (c)
         200,000 shares purchasable upon the conversion of promisory notes.
(9)      As set forth in Schedule 13G filed with the SEC by FMR Corp.,
         Edward C. Johnson 3d and Abigail P. Johnson on February 13, 2002.
         Fidelity Management & Research Company, a wholly-owned subsidiary of
         FMR Corp. and an investment adviser registered under the Investment
         Advisers Act of 1940, is the beneficial owner of 373,800 shares as a
         result of acting as investment adviser to various investment companies
         registered under the Investment Company Act of 1940. The ownership of
         one investment company, Fidelity Capital Appreciation Fund, amounted to
         373,800 shares. Edward C. Johnson 3d, FMR Corp., through its control of
         Fidelity, and the funds each has sole power to dispose of the 373,800
         shares owned by the funds. Neither FMR Corp. nor Edward C. Johnson 3d
         has the sole power to vote or direct the voting of the shares owned
         directly by the Fidelity funds, which power resides with the funds'
         Boards of Trustees. Fidelity carries out the voting of the shares under
         written guidelines established by the funds' Boards of Trustees.
         Members of the Edward C. Johnson 3d family are the predominant owners
         of Class B shares of common stock of FMR Corp., representing
         approximately 49% of the voting power of FMR Corp. Mr. Johnson 3d owns
         12.0% and Abigail P. Johnson owns 24.5% of the aggregate outstanding
         voting stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. and
         Ms. Johnson is a Director of FMR Corp. The Johnson family group and all
         other Class B shareholders have entered into a shareholders' voting
         agreement under which all Class B shares will be voted in accordance
         with the majority vote of Class B shares. Accordingly, through their
         ownership of voting common stock and the execution of the shareholders'
         voting agreement, members of the Johnson family may be deemed, under
         the Investment Company Act of 1940, to form a controlling group with
         respect to FMR Corp.
(10)     Includes (a) 115,473 shares purchasable upon the conversion of a
         promissory note and (b) 194,552 shares purchasable upon the conversion
         of a promissory note held by Pac Rim Associates, Inc.
(11)     Includes 187,962 shares purchasable upon the exercise of options.
(12)     Represents 25,000 shares purchasable upon the exercise of options,
         50,000 shares purchasable upon the exercise of a warrant held by
         Private Equity, LLC and 14,582 shares purchasable upon the exercise of
         a warrant held by Seger Financial, Inc.
(13)     Represents shares purchasable upon the exercise of options.

                                       58
<Page>

(14)     Represents shares held by Columbia Construction Services - Michigan,
         Inc.
(15)     Mr. Yee disclaims beneficial ownership of the 3,585,088 shares owned
         by WCERS.
(16)     Includes (a) 489,999 shares purchasable upon the exercise of options,
         (b) 3,371,707 shares purchasable upon the conversion of promissory
         notes and (c) 264,582 shares purchasable upon the exercise of
         warrants.

                                       59
<Page>

ITEM 12   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AGREEMENTS WITH WAYNE COUNTY EMPLOYEES' RETIREMENT SYSTEM, RELATIONSHIPS WITH
RONALD YEE AND RICHARD A. NOELKE, AND GUARANTY FROM CERTAIN DIRECTORS

     We have obtained certain debt financing from WCERS. As of March 27, 2002,
we owed WCERS approximately $8.9 million. A first priority lien in favor of
WCERS on all of our assets, including the Gaylord unit, our leasehold interest
in the Auburn Hills unit, our leasehold interest in the Grand Rapids unit and
all of our other assets, now or hereafter acquired, secures this indebtedness.
As of March 1, 2002, WCERS beneficially owned approximately 38.4% of our common
stock. For more information regarding our transactions with WCERS, please review
"Management's Discussion and Analysis or Plan of Operation - Liquidity and
Capital Resources." Ronald Yee, who became one of our directors in
February 2002, serves as Director of WCERS. Richard A. Noelke, who became one of
our directors in December 2001, serves as Deputy Director of WCERS. In
February 2000, we obtained certain financing from WCERS. Messrs. William F.
Rolinski, Blair A. Murphy, D.O. and Casimer I. Zaremba, each a director of our
company at that time, personally guaranteed this indebtedness to the extent of
$1,623,885. In August 2000, Messrs. Rolinski, Murphy and Zaremba confirmed their
guaranty obligations with respect to the non-convertible secured debt financing
we obtained from WCERS. Our directors do not intend to personally guarantee our
future obligations.

AGREEMENTS WITH MICHAEL G. EYDE

     We have entered into certain sale/leaseback transactions with
Michael G. Eyde. As of March 1, 2002, Mr. Eyde beneficially owned approximately
6.2% of our common stock. For more information regarding our transactions with
Mr. Eyde, please review "Description of Property - Grand Rapids and Auburn
Hills."

AGREEMENTS WITH UP NORTH ADVENTURES, TRANSACTIONS WITH PAC RIM ASSOCIATES AND
THOMAS E. ZUHL, AND RELATIONSHIP WITH THOMAS E. ZUHL

     In July 2001, we granted an exclusive license to Up North Adventures,
Inc. (1) to use our intellectual property, (2) to import, sell and distribute
our products, and (3) to open and operate our restaurants, in Japan, Thailand,
Malaysia and Singapore. In consideration of such rights, the licensee, an entity
owned by Thomas E. Zuhl, will pay us one and one half percent of its gross
receipts for products sold in the territory for the first 24 months after the
first Big Buck restaurant is opened. For the remainder of the 25-year term, the
royalty amount will increase to two percent. In July 2001, we issued a
convertible subordinated promissory note in the principal amount of $100,000 to
Thomas E. Zuhl. This note matures in July 2002. It may be converted into 115,473
shares of common stock at a conversion price of $0.866 per share. In
December 2001, we issued a convertible subordinated promissory note in the
principal amount of $100,000 to Pac Rim Associates, Inc. Such entity is owned by
Mr. Zuhl. This note matures in December 2002. It may be converted into 194,552
shares of common stock at a conversion price of $0.514 per share. In January
2002, Mr. Zuhl became one of our directors.

AGREEMENTS AND TRANSACTIONS WITH COLUMBIA CONSTRUCTION SERVICES AND RELATIONSHIP
WITH MARK PROVENZANO

     In January 2001, we entered into a Master Agreement for Program
Management Services with Columbia Construction Services - Michigan, Inc.
Pursuant to this agreement, Columbia provides us with certain
project-specific construction management services and advises us on a regular
basis regarding development, design and construction issues related to our
restaurant business. Under this agreement, Columbia conducted certain
demolition and construction work in connection with the Nashville location.
For such services, we paid Columbia $212,423 during 2001. At December 30,
2001, we owed Columbia

                                       60
<Page>

an additional $62,187 for project-specific construction management services
rendered during 2001. Columbia also provides us with advisory services in
connection with our pending construction litigation. For such services, we paid
Columbia $79,613 during 2001. We anticipate retaining the services of Columbia
until the pending construction litigation has been resolved. Our agreement with
Columbia provides that we will pay it $6,000 per month to cover its normal
office overhead and as compensation for the services of its President and
shareholder, Mark Provenzano, who became one of our directors in February 2002.
Our agreement also provides that we will reimburse Columbia, at actual cost plus
15%, for all reimbursable costs incurred by it in connection with
project-specific construction management services as well as advisory services.
In addition, effective February 9, 2001, we issued 50,000 shares of common stock
to Columbia as compensation for field audit services provided by such entity to
us in connection with the Grapevine unit.

TRANSACTION WITH SEGER FINANCIAL, AGREEMENTS WITH PRIVATE EQUITY, AND
RELATIONSHIP WITH JONATHON D. AHLBRAND

     On November 20, 1998, we issued a five-year warrant, exercisable at $2.7625
per share, for the purchase of 14,582 shares of our common stock to Seger
Financial, Inc. This issuance was made in connection with the $1.4 million debt
financing which Seger Financial obtained for us from Crestmark Bank. In
addition, we paid Seger Financial a commission of 5% of the total amount of the
debt placed ($70,000). Private Equity, LLC, an entity of which
Jonathon D. Ahlbrand, who became one of our directors in January 2001, is a
managing member, performed certain consulting and advisory services for Seger
Financial from April 1998 to July 1998. In connection with the dissolution of
such relationship, Mr. Ahlbrand came to beneficially own the securities
underlying the foregoing warrant and was paid $17,500 of the above-referenced
commissions.

     On September 17, 1999, we entered into a consulting services agreement with
Private Equity, LLC. Pursuant to this agreement, Private Equity agreed to
provide advice, recommendations and introductions regarding financing options,
market conditions, program structure and strategic options, including
acquisitions and mergers. We agreed to bear all reasonable costs and expenses
associated with such consulting efforts. We reimbursed Private Equity for
$22,400 of costs and expenses during 2000. In addition, we issued warrants to
purchase an aggregate of 200,000 shares of our common stock to Private Equity.
Mr. Ahlbrand, who became one of our directors in January 2001, has served as a
managing member of Private Equity since April 1998. As a result of such
relationship, Mr. Ahlbrand is deemed to beneficially own the securities
underlying the warrants issued to Private Equity. Such warrants have the
following terms of exercise:

<Table>
<Caption>
                                                                     VESTING
    NUMBER OF SHARES            EXERCISE PRICE PER SHARE           INFORMATION              EXPIRATION DATE
-------------------------    -------------------------------    -------------------    -------------------------
<S>                                       <C>                          <C>                       <C>
        50,000                            $ 1.625                      Immediate                 10/1/02
        50,000                            $  2.00                      $    4.00 (1)             10/1/02 (2)
        50,000                            $  2.00                      $    5.00 (1)             10/1/02 (2)
        50,000                            $  2.00                      $    6.00 (1)             10/1/02 (2)
</Table>

----------
(1)  Becomes exercisable when the closing price of our common stock equals or
     exceeds such price for a period of ten consecutive trading days.
(2)  Outstanding warrants that have not become exercisable before the
     termination of the consulting services agreement expire upon termination of
     such agreement.

     On July 1, 1999, we entered into a one-year non-exclusive financing
agreement with Private Equity, LLC. Pursuant to this agreement, Private Equity
agreed to provide advice, recommendations and introductions regarding financing
options, market conditions and program structure. Private Equity

                                       61
<Page>

agreed to assist in arranging term debt financing for us and we agreed to bear
all reasonable costs and expenses associated with the issuance of such debt. In
addition, we agreed to pay Private Equity a commission of 5% of the total amount
of the debt placed. Between October 8, 1999 and January 27, 2000, we issued
convertible subordinated promissory notes with an aggregate principal amount of
$950,000 to six accredited investors. Private Equity was responsible for our
introduction to five of the six investors, whose purchases aggregated $850,000.
Pursuant to our agreement, we paid commissions equal to 5% of the gross proceeds
raised pursuant to those introductions ($42,500) to Private Equity. Private
Equity was also responsible for our introduction to WCERS. On February 4, 2000,
we issued convertible secured promissory notes with an aggregate principal
amount of $7,500,000 to WCERS. Pursuant to our agreement, we paid commissions
equal to 5% of the gross proceeds raised ($375,000) to Private Equity. On
August 21, 2000, we issued a secured promissory note with a principal amount of
$1,500,000 to WCERS. Pursuant to our agreement, we paid commissions equal to 5%
of the gross proceeds raised ($75,000) to Private Equity. Mr. Ahlbrand, one of
our directors, is a managing member of Private Equity and was paid $133,750 of
the above-referenced commissions.

GENERAL

     All future transactions between us and our officers, directors and
principal shareholders and their affiliates will be approved by a majority of
the board, including a majority of the independent and disinterested
non-employee directors, and will be on terms no less favorable to us than could
be obtained from unaffiliated third parties.

                                       62
<Page>

ITEM 13   EXHIBITS, LIST AND REPORTS ON FORM 8-K

     (a)  Exhibits

          See "Index to Exhibits."

     (b)  Reports on Form 8-K

          On December 11, 2001, we filed a Current Report on Form 8-K relating
          to the extension of the expiration date of our Class A Warrants
          through 5:00 p.m. (CST) on December 13, 2002. We filed no other
          Current Reports on Form 8-K during the quarter ended
          December 30, 2001.

                                       63
<Page>

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Gaylord, State of Michigan, on
April 1, 2002.

                                       BIG BUCK BREWERY & STEAKHOUSE, INC.

                                       By /s/ William F. Rolinski
                                         ---------------------------------------
                                          William F. Rolinski
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)

                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints William F. Rolinski and Anthony P. Dombrowski as his or
her true and lawful attorney-in-fact and agent, with full powers of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any or all amendments to this report, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the SEC, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant, and in the capacities and on
the date indicated.

<Table>
<Caption>
                   Signature                                  Title                                     Date
                   ---------                                  -----                                     ----
<S>                                               <C>                                            <C>
         /s/ William F. Rolinski                  President, Chief Executive Officer and         April 1, 2002
--------------------------------------------      Director (Principal Executive Officer)
             William F. Rolinski

         /s/ Anthony P. Dombrowski                Chief Financial Officer and Treasurer          April 1, 2002
--------------------------------------------      (Principal Accounting Officer and
          Anthony P. Dombrowski                   Principal Financial Officer)

                                                  Director
--------------------------------------------
           Jonathon D. Ahlbrand

                                                  Director
--------------------------------------------
             Matthew P. Cullen

         /s/ Richard A. Noelke                    Director                                       April 1, 2002
--------------------------------------------
             Richard A. Noelke
</Table>

                                       64
<Page>

<Table>
<S>                                               <C>                                            <C>
         /s/ Mark Provenzano                      Director                                       April 1, 2002
--------------------------------------------
             Mark Provenzano

                                                  Director
--------------------------------------------
             Henry T. Siwecki

         /s/ Ronald Yee                           Director                                       April 1, 2002
--------------------------------------------
               Ronald Yee

         /s/ Thomas E. Zuhl                       Director                                       April 1, 2002
--------------------------------------------
              Thomas E. Zuhl
</Table>

                                       65
<Page>

                                INDEX TO EXHIBITS

<Table>
<Caption>
Exhibit
Number        Description
-------       -----------
   <S>        <C>
   3.1        Restated Articles of Incorporation, as amended (incorporated by
              reference to our Current Report on Form 8-K, filed on
              December 11, 2000 (File No. 0-20845)).
   3.2        Amended and Restated Bylaws (incorporated by reference to our
              Registration Statement on Form SB-2, filed on April 15, 1996
              (File No. 333-3548)).
   4.1        See Exhibit 3.1.
   4.2        See Exhibit 3.2.
   4.3        Specimen common stock certificate (incorporated by reference to
              our Registration Statement on Form SB-2, filed on April 15, 1996
              (File No. 333-03548)).
   4.4        Form of Warrant Agreement with Wells Fargo Bank Minnesota,
              National Association (f/k/a Norwest Bank Minnesota, National
              Association) (including specimen Class A Warrant certificate)
              (incorporated by reference to our Registration Statement on Form
              SB-2, filed on April 15, 1996 (File No. 333-03548)).
   4.5        Amendment to Warrant Agreement with Wells Fargo Bank Minnesota,
              National Association (f/k/a Norwest Bank Minnesota, National
              Association) (including specimen Class A Warrant certificate)
              (incorporated by reference to Post-Effective Amendment No. 2 to
              our Registration Statement on Form S-3, filed on June 8, 2000
              (File No. 333-03548)).
   4.6        Amendment No. 2 to Warrant Agreement with Wells Fargo Bank
              Minnesota, National Association (f/k/a Norwest Bank Minnesota,
              National Association).
   10.1       1996 Stock Option Plan (incorporated by reference to our Annual
              Report on Form 10-KSB, filed on March 23, 1998 (File No. 0-20845)).
   10.2       1996 Director Stock Option Plan (incorporated by reference to our
              Registration Statement on Form SB-2, filed on April 15, 1996
              (File No. 333-3548)).
   10.3       1999 Employee Stock Purchase Plan (incorporated by reference to
              our Definitive Schedule 14A (Proxy Statement), filed on
              October 26, 1999 (File No. 0-20845)).
   10.4       Amendment No. 1 to 1999 Employee Stock Purchase Plan (incorporated
              by reference to our Annual Report on Form 10-KSB, filed on
              April 2, 2001 (File No. 0-20845)).
   10.5       2000 Stock Option Plan (incorporated by reference to our Definitive
              Schedule 14A (Proxy Statement), filed on October 18, 2000
              (File No. 0-20845)).
   10.6       Loan Agreement dated July 28, 1995, by and among Big Buck,
              William F. Rolinski, Dr. Blair A. Murphy, Walter Zaremba,
              Casimer I. Zaremba and Bank One (f/k/a NBD Bank) (incorporated by
              reference to our Registration Statement on Form SB-2, filed on
              April 15, 1996 (File No. 333-3548)).
   10.7       Real Estate Purchase and Leaseback Agreement by and between Eyde
              Brothers Development Co., Landlord, and Big Buck, Tenant, dated
              April 11, 1997 (incorporated by reference to our Quarterly Report
              on Form 10-QSB, filed on May 9, 1997 (File No. 0-20845)).
   10.8       Lease Agreement by and between Eyde Brothers Development Co.,
              Landlord, and Big Buck, Tenant, dated April 11, 1997 (incorporated
              by reference to our Quarterly Report on Form 10-QSB, filed on
              May 9, 1997 (File No. 0-20845)).
   10.9       Amendment to Lease Agreement by and between Eyde Brothers
              Development Co., Landlord, and Big Buck, Tenant, dated
              March 27, 2000 (incorporated by reference to our Annual Report on
              Form 10-KSB, filed on March 31, 2000 (File No. 0-20845)).
   10.10      Real Estate Purchase and Leaseback Agreement by and between
              Michael G. Eyde, Landlord, and Big Buck, Tenant, dated August 1,
              1997 (incorporated by reference to our Quarterly Report on Form
              10-QSB, filed on August 12, 1997 (File No. 0-20845)).
   10.11      Lease Agreement by and between Michael G. Eyde, Landlord, and Big
              Buck, Tenant, dated October 1, 1997 (incorporated by reference to
              our Annual Report on Form 10-KSB, filed on March 23, 1998 (File
              No. 0-20845)).
</Table>

                                       66
<Page>

<Table>
<S>           <C>
   10.12      Stock Option Agreement between Big Buck and Michael G. Eyde, dated
              August 1, 1997 (incorporated by reference to our Annual Report on
              Form 10-KSB, filed on March 23, 1998 (File No. 0-20845)).
   10.13      Amendment to Lease Agreement by and between Michael G. Eyde,
              Landlord, and Big Buck, Tenant, dated January 26, 2000
              (incorporated by reference to our Annual Report on Form 10-KSB,
              filed on March 31, 2000 (File No. 0-20845)).
   10.14      Common Stock Purchase Warrant issued by Big Buck to Michael G. Eyde,
              dated January 26, 2000 (incorporated by reference to our Annual
              Report on Form 10-KSB, filed on March 31, 2000 (File No. 0-20845)).
   10.15      Limited Partnership Agreement by and among BBBP Management Company,
              Bass Pro Outdoor World, L.L.C. (f/k/a Bass Pro Outdoor World, L.P.)
              and Big Buck, dated November 5, 1998 (incorporated by reference to
              our Quarterly Report on Form 10-QSB, filed on November 12, 1998
              (File No. 0-20845)).
   10.16      Shareholders' Agreement by and among BBBP Management Company, Bass
              Pro Outdoor World, L.L.C. (f/k/a Bass Pro Outdoor World, L.P.) and
              Big Buck, dated November 5, 1998 (incorporated by reference to our
              Quarterly Report on Form 10-QSB, filed on November 12, 1998
              (File No. 0-20845)).
   10.17      Commercial Sublease Agreement by and between Bass Pro Outdoor World,
              L.L.C. (f/k/a Bass Pro Outdoor World, L.P.) and Buck and Bass, L.P.,
              dated November 5, 1998 (incorporated by reference to our Quarterly
              Report on Form 10-QSB, filed on November 12, 1998 (File No. 0-20845)).
   10.18      Common Stock Purchase Warrant issued by Big Buck to Bass Pro Outdoor
              World, L.L.C. (f/k/a Bass Pro Outdoor World, L.P.), dated
              November 5, 1998 (incorporated by reference to our Quarterly Report
              on Form 10-QSB, filed on November 12, 1998 (File No. 0-20845)).
   10.19      Amended and Restated Real Estate Mortgage Note dated July 27,
              1999, by and between Big Buck, Borrower, and Crestmark Bank,
              Lender (incorporated by reference to our Quarterly Report on Form
              10-QSB, filed on August 18, 1999 (File No. 0-20845)).
   10.20      Common Stock Purchase Warrant issued by Big Buck to Seger Financial, Inc.,
              dated November 20, 1998 (incorporated by reference to our Annual
              Report on Form 10-KSB, filed on March 29, 1999 (File No. 0-20845)).
   10.21      Stock Option Agreement between Big Buck and William F. Rolinski,
              dated December 29, 1998 (incorporated by reference to our Annual
              Report on Form 10-KSB, filed on March 29, 1999 (File No. 0-20845)).
   10.22      Stock Option Agreement between Big Buck and Anthony P. Dombrowski,
              dated December 29, 1998 (incorporated by reference to our Annual
              Report on Form 10-KSB, filed on March 29, 1999 (File No. 0-20845)).
   10.23      Non-Exclusive Financing Agreement by and between Big Buck and
              Private Equity, LLC, dated July 1, 1999 (incorporated by reference
              to our Annual Report on Form 10-KSB, filed on March 31, 2000
              (File No. 0-20845)).
   10.24      Consulting Agreement by and between Big Buck and Private Equity,
              LLC, dated September 17, 1999 (incorporated by reference to our
              Annual Report on Form 10-KSB, filed on March 31, 2000 (File No.
              0-20845)).
   10.25      Common Stock Purchase Warrant issued by Big Buck to Private
              Equity, LLC, dated September 17, 1999 (incorporated by reference
              to our Annual Report on Form 10-KSB, filed on March 31, 2000 (File
              No. 0-20845)).
   10.26      Common Stock Purchase Warrant issued by Big Buck to Private
              Equity, LLC, dated September 17, 1999 (incorporated by reference
              to our Annual Report on Form 10-KSB, filed on March 31, 2000 (File
              No. 0-20845)).
   10.27      Common Stock Purchase Warrant issued by Big Buck to Private
              Equity, LLC, dated September 17, 1999 (incorporated by reference
              to our Annual Report on Form 10-KSB, filed on March 31, 2000 (File
              No. 0-20845)).
</Table>

                                       67
<Page>

<Table>
<S>           <C>
   10.28      Common Stock Purchase Warrant issued by Big Buck to Private
              Equity, LLC, dated September 17, 1999 (incorporated by reference
              to our Annual Report on Form 10-KSB, filed on March 31, 2000 (File
              No. 0-20845)).
   10.29      Form of Subscription and Investment Representation Agreement for
              10% Convertible Subordinated Promissory Note (including form of
              note) (incorporated by reference to our Annual Report on Form
              10-KSB, filed on March 31, 2000 (File No. 0-20845)).
   10.30      Subscription and Investment Representation Agreement for 10%
              Convertible Secured Promissory Note executed by Wayne County
              Employees' Retirement System, dated February 4, 2000 (incorporated
              by reference to our Annual Report on Form 10-KSB, filed on March
              31, 2000 (File No. 0-20845)).
   10.31      10% Convertible Secured Promissory Note in the principal amount of
              $5,876,114.74, issued by Big Buck, Maker, to Wayne County Employees'
              Retirement System, Payee, dated February 4, 2000 (incorporated by
              reference to our Annual Report on Form 10-KSB, filed on March 31, 2000
              (File No. 0-20845)).
   10.32      Amended, Restated and Consolidated Convertible Note in the
              principal amount of $1,623,885.26, issued by Big Buck, Maker, to
              Wayne County Employees' Retirement System, Payee, dated February
              4, 2000 (incorporated by reference to our Annual Report on Form
              10-KSB, filed on March 31, 2000 (File No. 0-20845)).
   10.33      Common Stock Purchase Warrant issued by Big Buck to Wayne County
              Employees' Retirement System, dated February 4, 2000 (incorporated
              by reference to our Annual Report on Form 10-KSB, filed on March
              31, 2000 (File No. 0-20845)).
   10.34      Promissory Note and Security Agreement by and between Big Buck and
              Buck & Bass, L.P., dated August 23, 2000 (incorporated by reference
              to our Quarterly Report on Form 10-QSB, filed on November 15, 2000
              (File No. 0-20845)).
   10.35      Promissory Note in the principal amount of $1,500,000.00, issued
              by Big Buck, Maker, to Wayne County Employees' Retirement System,
              Payee, dated August 21, 2000 (incorporated by reference to our
              Quarterly Report on Form 10-QSB, filed on November 15, 2000 (File
              No. 0-20845)).
   10.36      First Loan Modification Agreement by and between Wayne County
              Employees' Retirement System and Big Buck, dated August 21, 2000
              (incorporated by reference to our Annual Report on Form 10-KSB,
              filed on April 2, 2001 (File No. 0-20845)).
   10.37      Second Loan Modification Agreement by and between Wayne County
              Employees' Retirement System and Big Buck, dated October 1, 2000
              (incorporated by reference to our Annual Report on Form 10-KSB,
              filed on April 2, 2001 (File No. 0-20845)).
   10.38      Third Loan Modification Agreement by and between Wayne County
              Employees' Retirement System and Big Buck, dated February 20, 2001
              (incorporated by reference to our Annual Report on Form 10-KSB,
              filed on April 2, 2001 (File No. 0-20845)).
   10.39      Fourth Loan Modification Agreement by and between Wayne County
              Employees' Retirement System and Big Buck, dated March 15, 2001.
   10.40      Fifth Loan Modification Agreement by and between Wayne County Employees'
              Retirement System and Big Buck, dated March 20, 2002.
   10.41      Letter Agreement between Wayne County Employees' Retirement System
              and Big Buck, dated February 1, 2001 (incorporated by reference to
              our Annual Report on Form 10-KSB, filed on April 2, 2001
              (File No. 0-20845)).
   10.42      Letter Agreement between Wayne County Employees' Retirement System
              and Big Buck, dated February 4, 2000 (incorporated by reference to
              our Annual Report on Form 10-KSB, filed on April 2, 2001 (File No. 0-20845)).
   10.43      Letter Agreement between Wayne County Employees' Retirement System
              and Big Buck, dated April 3, 2001 (incorporated by reference to
              our Annual Report on Form 10-KSB/A, filed on April 13, 2001 (File
              No. 0-20845)).
   10.44      Letter Agreement by and between Big Buck and Wayne County
              Employees' Retirement System, dated October 1, 2001 (incorporated
              by reference to our Quarterly Report on Form 10-QSB, filed
              November 14, 2001 (File No. 0-20845)).
</Table>

                                       68
<Page>

<Table>
<S>           <C>
   10.45      Letter Agreement between Wayne County Employees' Retirement System
              and Big Buck, dated February 28, 2002.
   10.46      Promissory Note in the principal amount of $12,000.00, issued by
              Anthony P. Dombrowski, Maker, to Big Buck, Payee, dated April 18, 2000
              (incorporated by reference to our Annual Report on Form 10-KSB,
              filed on April 2, 2001 (File No. 0-20845)).
   10.47      Promissory Note in the principal amount of $100,000.00, issued by
              Big Buck, Maker, to Michael G. Eyde, Payee, dated December 4, 2000
              (incorporated by reference to our Annual Report on Form 10-KSB,
              filed on April 2, 2001 (File No. 0-20845)).
   10.48      Promissory Note (Line of Credit) in the principal amount of
              $1,000,000.00, issued by Big Buck, Maker, to Crestmark Bank,
              Payee, dated March 16, 2001 (incorporated by reference to our
              Annual Report on Form 10-KSB, filed on April 2, 2001 (File No. 0-20845)).
   10.49      Loan Agreement by and between Crestmark Bank and Big Buck, dated
              March 16, 2001 (incorporated by reference to our Annual Report on
              Form 10-KSB, filed on April 2, 2001 (File No. 0-20845)).
   10.50      Form of First Amendment to 10% Convertible Subordinated Promissory
              Note (incorporated by reference to our Annual Report on Form
              10-KSB, filed on April 2, 2001 (File No. 0-20845)).
   10.51      Shopping Center Lease between Opry Mills Limited Partnership,
              Landlord, and Big Buck, Tenant, for Opry Mills Shopping Center,
              Nashville, Tennessee, dated November 9, 2000 (incorporated by
              reference to our Annual Report on Form 10-KSB, filed on April 2,
              2001 (File No. 0-20845)).
   10.52      Form of Non-Qualified Stock Option Agreement between Big Buck and
              certain directors of Buck & Bass, L.P., dated March 30, 2001
              (incorporated by reference to our Quarterly Report on Form 10-QSB,
              filed on May 4, 2001 (File No. 0-20845)).
   10.53      First Amendment and Acknowledge of Partial Payment to Convertible
              Subordinated Promissory Note issued by Big Buck to James E.
              Blasius, dated March 22, 2001 (incorporated by reference to our
              Quarterly Report on Form 10-QSB, filed on May 4, 2001 (File No.
              0-20845)).
   10.54      First Amendment to Non-Convertible Subordinated Promissory Note
              issued by Big Buck to Michael G. Eyde, dated March 29, 2001
              (incorporated by reference to our Quarterly Report on Form 10-QSB,
              filed on May 4, 2001 (File No. 0-20845)).
   10.55      Letter Agreement between Big Buck and Steven G. Balan, dated
              April 12, 2001 (incorporated by reference to our Quarterly
              Report on Form 10-QSB, filed on May 4, 2001 (File No. 0-20845)).
   10.56      Consulting Agreement between Big Buck and Morgan James &
              Associates, effective July 12, 2001 (incorporated by reference to
              our Quarterly Report on Form 10-QSB, filed November 14, 2001
              (File No. 0-20845)).
   10.57      Second Amendment to Convertible Subordinated Promissory Note by
              and between Big Buck and Steven G. Balan, dated October 17, 2001
              (incorporated by reference to our Quarterly Report on Form 10-QSB,
              filed November 14, 2001 (File No. 0-20845)).
   10.58      Promissory Note in the principal amount of $100,000.00, issued by Big
              Buck, Maker, to Thomas E. Zuhl, Payee, dated July 20, 2001.
   10.59      License Agreement between Up North Adventures, Inc. and Big Buck,
              dated July 20, 2001.
   10.60      Promissory Note in the principal amount of $100,000.00, issued by
              Big Buck, Maker, to Pac Rim Associates, Inc., Payee, dated
              December 11, 2001.
   10.61      Promissory Note in the principal amount of $5,000,000.00, issued by
              Big Buck, Maker, to United Bank and Trust Company, Payee, dated
              March 15, 2002.
   10.62      Master Agreement for Program Management Services between Big Buck
              and Columbia Construction Services - Michigan, Inc., dated
              January 1, 2001.
   10.63      Possession Agreement between Big Buck and Opry Mills Limited Partnership,
              dated March 14, 2002.
   10.64      Settlement and Termination Agreement between Big Buck and Opry Mills
              Limited Partnership, dated March 28, 2002.
</Table>

                                       69
<Page>

<Table>
<S>           <C>
   10.65      Amendment No. 2 to Lease Agreement by and between Eyde Brothers
              Development Co., Landlord and Big Buck, Tenant, dated March 29, 2002.
   10.66      Letter Agreement by and between Big Buck and Wayne County
              Employees' Retirement System, dated April 1, 2002
   21         Subsidiaries of Big Buck (incorporated by reference to our Annual
              Report on Form 10-KSB, filed on March 29, 1999 (File No. 0-20845)).
   23         Consent of Independent Public Accountants.
   24         Power of Attorney (included on signature page to Form 10-KSB).
</Table>

                                       70