<PAGE>

                                       THE FOLLOWING ITEMS WERE THE SUBJECT OF A
                                       FORM 12b-25 AND ARE INCLUDED HEREIN:
                                       ITEM 6 - MANAGEMENT'S DISCUSSION AND
                                                ANALYSIS OR PLAN OF OPERATION.
                                       ITEM 7 - FINANCIAL STATEMENTS.

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                              --------------------

                                  FORM 10-KSB/A

|X|    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
       1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

| |    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)

                                 (517) 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 $16,638,283.

       The aggregate market value of the voting stock held by non-affiliates of
the issuer as of April 11, 2001, was approximately $2,851,817.

       As of April 11, 2001, the issuer had outstanding 5,797,968 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....................................................................    8
       Item 3   Legal Proceedings..........................................................................   12
       Item 4   Submission of Matters to a Vote of Security Holders........................................   12

PART II....................................................................................................   14

       Item 5   Market for Common Equity and Related Shareholder Matters...................................   14
       Item 6   Management's Discussion and Analysis or Plan of Operation..................................   15
                Cautionary Statement.......................................................................   23
       Item 7   Financial Statements.......................................................................   35
       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.....................................................................   54
       Item 11  Security Ownership of Certain Beneficial Owners and Management.............................   56
       Item 12  Certain Relationships and Related Transactions.............................................   58
       Item 13  Exhibits, List and Reports on Form 8-K.....................................................   59

SIGNATURES.................................................................................................   60

INDEX TO EXHIBITS..........................................................................................   61
</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 microbrewery/restaurants 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. Subject to obtaining the necessary
financing, we plan to open our next unit in Nashville, Tennessee, adjacent to
the Grand Ole Opry.

       Big Buck Brewery & Steakhouses offer a casual dining atmosphere featuring
moderately priced steaks, ribs, chicken, fish, pasta and other food and a
distinctive selection of beers which are microbrewed on site. Each unit features
a two-story stainless and copper microbrewery, contained behind glass walls,
that serves as an integral part of the restaurant "theme." Big Buck Brewery &
Steakhouses feature over ten beers ranging from a light golden ale to a dark
full-bodied stout, designed to satisfy the tastes of a broad spectrum of
customers. We also produce wines in Michigan under the label "Auburn Hill
Winery."

       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 (517)
731-0401.

BUSINESS STRATEGY--EXPANSION PLANS

       We intend to develop and open units throughout the upper Midwest, the
Southeast and eventually across the United States, using our Auburn Hills unit
as a model.

GRAPEVINE

       In August 2000, we opened the fourth Big Buck Brewery & Steakhouse. This
unit is located in Grapevine, Texas, a suburb of Dallas, and 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,


<PAGE>

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 Wayne County
Employees' Retirement System ("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. We are in the process of
negotiating with such contractors. However, 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.

       The existence of such encumbrances and the failure of Buck & Bass to
perform quarterly customer satisfaction surveys 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.

NASHVILLE

       In November 2000, we executed a lease with Opry Mills Limited, a division
of the Mills Corporation, for a fifth unit. This unit will be located in
Nashville, Tennessee, adjacent to the Grand Ole Opry. Subject to obtaining the
necessary financing, we plan to open this unit in the fall of 2001.

FUTURE LOCATIONS

       We plan to explore the possibility of expanding our relationship with the
Mills Corporation to develop and open Big Buck Brewery & Steakhouses adjacent to
Bass Pro Outdoor World superstores in several other cities, including, but not
limited to, each of the following markets: Atlanta, Ft. Lauderdale and the
Washington, D.C. area. We cannot assure you that we will enter into agreements
to develop and open additional units. We must raise substantial proceeds to
finance any expansion. See "Management's Discussion and Analysis or Plan of
Operation -- Liquidity and Capital Resources."

       We will select sites for future units after consideration of various
strategic, regulatory, physical and demographic attributes. We believe that
locations like that of the Gaylord unit, adjacent to a major expressway; the
Grand Rapids unit, located on a street with an average daily vehicle count of
approximately 52,000; and the Auburn Hills and Grapevine units, accessible to
residents of major metropolitan areas, significantly increase restaurant
patronage. We will also review other demographic attributes of potential
communities into which we may expand. These attributes include traffic counts,
population, sales tax revenues, alcohol consumption and hotel capacity and
occupancy rates. In addition, we will consider the laws of each state applicable
to us before expanding into any new state. We expect that units located in
metropolitan areas will be larger and achieve higher revenues than those located
outside metropolitan areas.


                                       2
<PAGE>

RESTAURANT OPERATIONS

       GENERAL. Big Buck Brewery & Steakhouses offer craftbrewed 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 attempt to create an exciting yet casual restaurant where patrons can have
fun and feel comfortable.

       DESIGN AND LAYOUT. Big Buck Brewery & Steakhouses are built around the
microbrewery theme and 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 unit. We intend to use the Auburn Hills unit as a model for future
units.

       o      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.

       o      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.

       o      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.

       o      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 craftbrewed 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 2000, sales of alcohol, including
beer and wine, accounted for 17.5%, 20.1%, 19.7% and 24.1% 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. We
believe our patrons, who may order one of our beers with a meal or sample one of
our beers at the bar, have developed a loyalty to one of our distinctive beers
for a variety of reasons including:


                                       3
<PAGE>

       o      the opportunity to identify their favorite beer with their local
              unit,

       o      the opportunity to sample any of the handcrafted beers available
              at the units and to select a favorite beer, and

       o      the quality of our beer.

       Increased customer loyalty to our beers results in repeat business at
each unit, thereby increasing revenues from restaurant operations.

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. Future units will
be built with initial brewing capacities of 2,000 to 5,000 barrels of beer per
year and are expected to have production capacities of 7,000 to 15,000 barrels
per year with the installation of additional fermentation tanks. We intend to
purchase and install additional fermentation tanks as demand for our beers
requires increased production. Each existing brewery has been, and each future
brewery will be, custom-designed to be integrated into the restaurant layout in
an efficient and aesthetically pleasing manner.

       PROMOTION OF PRODUCTS WITHIN LOCAL MARKETS. We market our beer locally
with the use of point of sale materials as well as several forms of other
promotional materials including coasters, tap handles and color brochures. These
items are, for the most part, used by retailers to promote our beers within
their establishment. In addition, we offer guided tours of our units to further
increase consumer awareness of our beers. We believe that our educational and
promotional methods are more effective in communicating with consumers than
broad-based, less flexible, national beer advertising campaigns.

       BREWING EQUIPMENT. Our brewing equipment was designed and built by J.V.
Northwest, Inc. of Wilsonville, Oregon, and is automated wherever possible. The
Gaylord unit's system begins with a 47-foot tall, stainless steel grain silo
fabricated to replicate a giant beer bottle. The silo is painted "beer bottle
brown" and the label was hand painted by a commissioned artist. The Gaylord unit
houses a 20-barrel mash tun; lauter tun; a brew kettle; 50-barrel hot liquor
tank; 50-barrel cold liquor tank; six 40-barrel fermenters; three 80-barrel
fermenters; two 40-barrel conditioning tanks and seven 10-barrel bright beer
serving tanks. Filtering is done through a diatomaceous earth filtering system
which removes yeast and other naturally occurring material resulting in a clear
final product. The brewery permits the production of a wide range of beer styles
which can be adapted to market demand for various beer styles today and into the
future. The Grand Rapids unit features a 7.5-barrel brewing system with four
15-barrel fermenters and five 15-barrel conditioning tanks which also serve as
bright beer serving tanks. The Auburn Hills unit features a 15-barrel brewing
system with seven 30-barrel fermenters and twelve 15-barrel conditioning tanks
which also serve as bright beer serving tanks. The Grapevine unit features a
15-barrel brewing system with five 30-barrel fermenters and sixteen 15-barrel
conditioning tanks which also serve as bright beer serving tanks. We contemplate
that we will use similar equipment at all breweries built in future units.

       QUALITY CONTROL. Quality control of each brewery is under the supervision
of our brewmaster. As with the current units, each future brewery will contain a
laboratory to monitor and maintain quality assurance in the brewing and
packaging processes.

       INGREDIENTS AND RAW MATERIALS. We currently purchase our malted barley
from market sources on a competitive bid basis. Raw materials such as hops are
available from multiple sources at competitive prices.


                                       4
<PAGE>

We also use competitive sources for our supply of packaging materials such as
bottles, labels, six pack carriers and shipping cases.


BREWING PROCESS

       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.

BEER VARIETIES

       We believe that our diverse and high quality beer varieties encourage the
trial of new beer and, over time, help to create more knowledgeable and
sophisticated beer drinkers. Our beers cover a full range of flavors from very
light, to medium, to very dark and heavy.

WINE

       We are also licensed under Michigan law as a "small wine maker." A small
wine maker in Michigan is licensed to produce not more than 50,000 gallons of
wine per year.

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 2000, we incurred approximately $640,000 in four-walls
marketing expenses. Pursuant to our former marketing strategy, we fulfilled
contractual obligations in existence during 2000 in connection with existing
billboard, radio and print ads. Such expenses aggregated approximately $63,000.

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 microbrewery restaurants in a highly
competitive microbrewery and brewpub restaurant market. Other restaurants and


                                       5
<PAGE>

companies 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:

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

       o      the proliferation of microbreweries, regional craft breweries,
              brewpubs, and other small craftbrewers,

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

       o      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 craftbrewed beers will continue. We
anticipate intensifying competition in the craftbrewed and fuller-flavored beer
markets. 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 intensified competition in the craftbrewed and
fuller-flavored beer markets.

GOVERNMENT REGULATION

       BEER AND WINE REGULATION. A significant percentage of our revenue is
derived from beer and wine sales. Total sales of alcohol, including beer and
wine, accounted for 20.1% of our revenues during 2000. 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, or will be,
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 or producing and selling our wine. 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, or will be, 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.
We will also become subject to such statutes in other states, if any, into which
we expand. 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
"microbrewery." A microbrewery in Michigan is limited to the production of not
more than 30,000 barrels of beer per year by all breweries owned or controlled
by the same entity, whether within or outside Michigan. Without a change in
current law, we


                                       6
<PAGE>

intend to limit our sales of beer off-site so as to reserve our brewing capacity
for sales of beer on-site, which provide us substantially higher margins, but do
not reach the same customer base. We cannot assure you that legislation raising
the barrelage ceiling will pass, that any such legislation will pass in a form
which would facilitate our expansion plans, or that, if such legislation is not
passed, we will be able to become licensed to brew in excess of 30,000 barrels
of beer per year. Based on production at our units during 2000, we believe we
could operate up to approximately 12 units at historical production levels
without exceeding the 30,000 barrel production ceiling.

       We are also licensed under Michigan law as a "small wine maker." A small
wine maker in Michigan is limited to the production of not more than 50,000
gallons of wine per year.

       Buck & Bass is licensed as a "brewpub" in Texas. 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. A brewpub is also licensed to sell hard
liquor.

       Assuming we open our planned Nashville unit, we would likely operate
under a Tennessee law that permits the manufacture and retail sale of beer for
on site consumption on the same premises in an amount limited to not more than
5,000 barrels of beer or other alcoholic beverage of alcohol content not greater
than 5% by weight.

       State liquor laws may prevent or impede our expansion into certain
markets. While we have not experienced and do not anticipate any significant
problems in obtaining required licenses, permits or approvals, any difficulties,
delays or failures in obtaining required licenses, permits or approvals could
delay or prevent the opening of a unit in a particular area. In addition,
changes in a jurisdiction's legislation, regulations or administrative
interpretations of liquor laws after the opening of a unit may prevent or hinder
our expansion or operations in that jurisdiction 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. If our production increases
to amounts over 60,000 barrels per year, our average federal excise tax rate
will increase. Michigan imposes an excise tax of $6.30 per barrel on each barrel
of beer sold in Michigan. However, each brewer that is a "microbrewery" under
Michigan law is granted a microbrewer's excise tax credit in the amount of $2.00
per barrel. If our production increases to amounts over 30,000 barrels per year,
our average Michigan excise tax rate will increase. Buck & Bass is subject to
excise taxes under Texas law. Excise taxes in Texas are $6.14 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 production of beer
increases to an amount over 75,000 barrels per year in Texas, the average Texas
excise tax rate of Buck & Bass will increase.

       We are also subject to federal and state excise taxes on the wine we sell
in our Michigan units. The federal government imposes an excise tax, which is
determined by wine gallon sold. For still wines containing not more than 14% of
alcohol by volume the rate is $1.07 per wine gallon; for still wines containing
more than 14% but not exceeding 21% of alcohol by volume, the rate is $1.57 per
wine gallon; for still wines containing more than 21% but not more than 24% of
alcohol by volume, the rate is $3.15 per wine gallon; for champagne and other
sparkling wines the rate is $3.40 per wine gallon; and for artificially
carbonated wines, the rate is $3.30 per wine gallon. Persons who produce not
more than 250,000 wine gallons of wine during the calendar year are granted a
federal tax credit of $0.90 per wine gallon on the first 100,000 wine gallons of
wine, but not for champagne and other sparkling wines. This credit is reduced by
one percent for each 1,000 wine gallons of wine produced in excess of 150,000
wine gallons of wine during the calendar year. Michigan also imposes an excise
tax per liter of wine sold, with an excise tax rate of $0.135 per liter for wine
at or under 16% alcohol content, and $0.20 per liter for wine above 16% alcohol
content.


                                       7
<PAGE>

       Assuming we open our planned Nashville unit, we will become subject to
excise taxes under Tennessee law. Excise taxes in Tennessee are $3.90 per barrel
for alcoholic beverages not more than 5% alcohol by weight, and $4.00 per gallon
for alcoholic beverages more than 5% alcohol by weight.

       Other states and municipalities into which we may expand also impose
excise or other taxes or special charges on alcoholic beverages in varying
amounts, which amounts are subject to change. 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 31, 2000, we employed 568 persons at our units, including
approximately 168 full-time employees. Of our total number of employees, 31
served as restaurant management personnel, 9 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. 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, or will conduct, our operations. We regard our marks as
having substantial value and as being an important factor in the marketing of
our microbrewery restaurants and beer. Our policy is to pursue registration of
our marks whenever possible and to oppose vigorously any infringement of our
marks.

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 April 11, 2001, we owed WCERS
approximately $9.0 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 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, we are
obligated to pay an annual percentage rent in the amount of 5% on gross sales at
the site in


                                       8
<PAGE>

excess of $2.9 million per year. In March 2000, the lease was amended to adjust
the gross sales level over which annual percentage rent is payable to $1.5
million per year. Annual percentage rent is required whether or not the Grand
Rapids unit is profitable. If we are required to pay annual percentage rent, the
funds available to us for working capital and expansion plans will be reduced.
During 2000, we paid average effective annual base 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
$46,000 and $17,970 based upon annual gross sales for the first and third years
of the lease term, respectively. Annual gross sales for the second year of the
lease term did not exceed $8.0 million. Annual percentage rent is required
whether or not the Auburn Hills unit is profitable. If we are required to pay
annual percentage rent, the funds available to us for working capital and
expansion plans will be reduced. During 2000, we paid average effective annual
base 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:

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

       o      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

       If annual gross sales do not exceed $1.5 million for any year of the
lease term, commencing April 2000, the lessor of the Grand Rapids site could
require us to repurchase such site for $1.4 million, plus $70,000 for each lease
year on a pro rata basis. We have the option to purchase the Grand Rapids site
from the lessor after the seventh full lease year for the same price. The lessor
of the Grand Rapids site also has the option to require us to repurchase such
site after the seventh full lease year for the same price.

       If annual gross sales 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. Independent of annual gross sales, the lessor of the Auburn
Hills site has


                                       9
<PAGE>

the option to require us to repurchase such site prior to the expiration of the
fourth full lease year for the same price. The lessor may require us to issue
our common stock, valued at $4.00 per share, in payment of such repurchase
price. 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 annual percentage rent is not required over one year at the Grand
Rapids site, we may be forced to repurchase such site at a premium over its sale
price. If annual percentage rent is not required over two consecutive years at
the Auburn Hills site, we may be forced to repurchase such site at a premium
over its sale price. If either lessor elects to exercise his option to require
us to repurchase a site independent of annual gross sales, 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 the Grand Rapids site or the Auburn
Hills site. If we are required to repurchase either 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 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. We are in the process of
negotiating with such contractors. However, 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).

       The existence of such encumbrances and the failure of Buck & Bass to
perform quarterly customer satisfaction surveys 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.


                                       10
<PAGE>

       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. 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:

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

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

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

       o      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,

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

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

       Buck & Bass pays average effective annual base 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).

       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 working capital and expansion
plans 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.

NASHVILLE

       In November 2000, we executed a lease with Opry Mills Limited
Partnership, a division of the Mills Corporation, for a fifth unit. This unit
will be located in Nashville, Tennessee, adjacent to the Grand Ole Opry, the
Acuff Theater, and TNN's television studio, and a short distance from the
Opryland Hotel and Convention Center. If we are able to obtain the necessary
financing, we plan to open this unit in fall 2001. Plans call for the restaurant
to be located in Opry Mills, a 750-acre complex that contains a 1.2 million
square foot mall with over 200 speciality retail stores and 18 anchor
businesses. We anticipate that the restaurant will encompass 20,000 square feet
including brewery, bar and restaurant, with a total seating capacity of
approximately 500. As of April 11, 2001, we had not commenced construction of
the Nashville unit.

       Our lease with Opry Mills is for a 10-year term, commencing upon the
earlier of our opening of the Nashville unit or August 19, 2001. We may extend
the lease for up to one additional five-year term. We are obligated to pay
annual percentage rent in the amount of 6% on gross sales at the site in excess
of $8.5 million per year. There is an additional annual minimum base rent that
increases every two years. The annual base rent for each two year period over
the initial lease term is as follows: $518,531, $528,554, $538,577, $548,600,
and $558,623. During the first two years of any extension, we would pay annual
base rent of $594,941, and during last three years of any extension, we would
pay annual base rent of $649,720.

       Opry Mills may terminate the lease in the event of a default which is not
cured within the applicable grace period. The lease defines events of default to
include the following:


                                       11
<PAGE>

       o      our failure to open the Nashville unit by August 19, 2001, or our
              abandonment of the leased premises, or our failure during the
              lease to maintain normal inventory levels and employee staff for
              the conduct of our normal business activities in the leased
              premises, or our failure during the lease to continuously operate
              our business in compliance with certain operational terms of the
              lease;

       o      our failure to pay any rent or other charges required to be paid
              by us when the same become due and payable, if such failure
              continues for a period of ten days after written notice;

       o      our failure to perform or observe any term or condition of the
              lease (other than as expressly set forth therein), if such failure
              shall continue for 30 days after written notice;

       o      if we receive two notices of default under the second or third
              element of this list within any period of 12 consecutive months,
              notwithstanding any subsequent cure, and we thereafter again
              commit a breach of the lease within the same 12-month period of
              the sort described in the second or third element of this list;

       o      if any writ of execution, levy, attachment or other legal process
              of law shall occur with respect to our assets, merchandise or
              fixtures or our estate or interest in the leased premises that is
              not discharged or bonded against within 30 days; or

       o      if we are liquidated or dissolved or begin proceedings toward such
              liquidation or dissolution, or in any manner we permit the
              divestiture of all or any substantial part of our assets.

       The minimum annual base rent is required whether or not we open the
Nashville unit and whether or not the Nashville unit is profitable. Effective
September 18, 2001, we may be required to pay a $400 per day fee for each day
that the Nashville unit is not open for business. If we are required to the
minimum annual base rent before the unit opens, if we are required to pay a late
fee in connection with a delayed opening, or if we are required to pay in excess
of the minimum annual base rent, the funds available to us for working capital
and expansion plans will be reduced.

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

ITEM 3   LEGAL PROCEEDINGS

       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 there is no legal proceeding pending against or
involving us for which the outcome is likely to have a material adverse effect
upon our business, operating results, cash flows and financial condition.

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       The 2000 Annual Meeting of Shareholders was held on November 14, 2000.
Four proposals were submitted for shareholder approval, all of which passed with
voting results as follows:

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

<TABLE>
<CAPTION>
                                                   FOR                  AGAINST
                                                   ---                  -------
                    <S>                            <C>                  <C>
                    William F. Rolinski            4,920,441            39,115
                    Gary J. Hewett*                        0         4,959,556
                    Matthew P. Cullen              4,920,241            39,315
                    Thomas McNulty                 4,911,012            39,115
                    Joseph W. Muer                 4,911,012            48,544
</TABLE>


                                       12
<PAGE>

<TABLE>
                    <S>                            <C>                  <C>
                    Blair A. Murphy, D.O.          4,919,041            40,515
                    Henry T. Siwecki               4,920,491            39,065
                    Dennis B. Sullivan             4,919,341            40,215
                    Casimer I. Zaremba             4,914,112            45,444
</TABLE>
                    ----------
                    * Mr. Hewett resigned from his positions as Chief
                    Operating Officer, Executive Vice President and a
                    director on November 3, 2000.

       (2)    To consider and vote upon adoption of our 2000 Stock Option Plan.

<TABLE>
                               <S>                                     <C>
                               For:         2,842,847                  Against:         582,623
                               Abstain:     16,096                     Non-Vote:        1,517,990
</TABLE>

       (3)    To consider and vote upon adoption of an amendment to our Restated
              Articles of Incorporation to delete certain provisions regarding
              share ownership.

<TABLE>
                               <S>                                     <C>
                               For:         3,368,286                  Against:         54,234
                               Abstain:     19,046                     Non-Vote:        1,517,990
</TABLE>

       (4)    To ratify the appointment of Plante & Moran, LLP as our
              independent public accountants for the fiscal year ending December
              31, 2000.

<TABLE>
                               <S>                                     <C>
                               For:         4,938,915                  Against:         7,625
                               Abstain:     13,016                     Non-Vote:        0
</TABLE>

EXECUTIVE OFFICERS OF THE REGISTRANT

       The following table provides information with respect to our executive
officers as of April 11, 2001. 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             53      Chief Executive Officer, President and Chairman of the Board
Anthony P. Dombrowski           40      Chief Financial Officer and Treasurer
Timothy J. Pugh                 41      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.


                                       13
<PAGE>

                                     PART II

ITEM 5   MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

       Our common stock has been included in 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>
1999
    First Quarter..................................................     $ 3.1875       $ 2.2500
    Second Quarter.................................................     $ 2.7500       $ 1.8750
    Third Quarter..................................................     $ 2.0000       $ 1.5000
    Fourth Quarter.................................................     $ 2.5000       $ 1.2500

2000
    First Quarter..................................................     $ 2.8750       $ 1.7500
    Second Quarter.................................................     $ 2.0313       $ 1.5625
    Third Quarter..................................................     $ 2.2500       $ 1.5000
    Fourth Quarter.................................................     $ 1.8594       $ 0.5625
</TABLE>

       As of March 15, 2001, we had 423 shareholders of record and approximately
2,284 beneficial owners.

       We have never declared or paid cash dividends on our common stock and we
do not intend to declare or pay cash dividends on our common stock in the
foreseeable future. We presently expect to retain any earnings to finance the
development and expansion of our business. The declaration or payment by us of
dividends, if any, on our common stock in the future is subject to the
discretion of the board and will depend on our earnings, financial condition,
capital requirements and other relevant factors. The declaration or payment by
us of dividends is also 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 2000

       On October 5, 2000, we entered into a first amendment and acknowledgment
of partial payment with an accredited investor holding 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 27, 2001 to June 27, 2001, and
adjusted the conversion price on such note from $1.9125 to $1.50.

       On October 5, 2000, we entered into a first amendment with an accredited
investor holding two of our outstanding 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
7, 2000 to October 7, 2001, and adjusted the conversion price on such note from
$1.5252 to $1.50.

       The foregoing issuances were 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 recipients of such securities received, or


                                       14
<PAGE>

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
modification of such securities.

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

OVERVIEW

       We develop and operate microbrewery restaurants 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. Subject to obtaining
the necessary financing, we plan to open our next unit in Nashville, Tennessee,
adjacent to the Grand Ole Opry.

       Future revenues and profits will depend upon various factors, including
market acceptance of the Big Buck Brewery & Steakhouse concept and general
economic conditions. Our present sources of revenue are the Gaylord, Grand
Rapids, Auburn Hills and Grapevine units. We cannot assure you that we will
successfully implement our expansion plans, in which case we will continue to
depend on revenues from our existing units. We also face all of the risks,
expenses and difficulties frequently encountered in connection with the
expansion and development of a new business. Furthermore, to the extent that our
expansion strategy is successful, we must manage the transition to multiple
site, higher volume operations, control increased overhead expenses and hire
additional personnel.

       We use a 52-/53-week fiscal year ending on the Sunday nearest December
31. All references herein to "2000" and "1999" represent the 52-week fiscal
years ended December 31, 2000 and January 2, 2000, respectively.


                                       15
<PAGE>

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                                         DECEMBER 31,          JANUARY 2,
                                                                             2000                 2000
                                                                       -----------------    -----------------
<S>                                                                    <C>                  <C>
REVENUE
     Restaurant sales.............................................              97.5%                 96.4%
     Wholesale and retail sales...................................               2.5                   3.6
                                                                       -------------        --------------
         Total revenue............................................             100.0                 100.0
                                                                       -------------        --------------

COSTS AND EXPENSES:
     Cost of sales................................................              34.1                  33.2
     Restaurant salaries and benefits.............................              30.8                  29.9
     Operating expenses...........................................              23.9                  20.7
     Depreciation.................................................               5.8                   5.5
     Preopening costs.............................................               3.0                   1.6
     General and administrative expenses..........................              10.1                  11.3
                                                                       -------------        --------------
         Total costs and expenses.................................             107.7                 102.2
                                                                       -------------        --------------

LOSS FROM OPERATIONS..............................................              (7.7)                 (2.2)
                                                                       --------------       --------------

OTHER INCOME (EXPENSE):
     Interest expense.............................................              (8.7)                 (6.4)
     Interest income..............................................               -                     -
     Other........................................................              (3.2)                 (0.7)
     Minority interest's share of subsidiary's loss...............               0.5                   -
                                                                       -------------        --------------
         Other income (expense), net..............................             (11.4)                 (7.1)
                                                                       -------------        --------------

NET LOSS .........................................................             (19.1)%                (9.3)%
                                                                       =============        ==============
</TABLE>

RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2000 AND JANUARY
2, 2000

REVENUES

       Revenues increased 19.9% to $16,638,282 in 2000 from $13,881,911 in 1999.
The increase was mainly due to the opening of the Grapevine unit on August 31,
2000, in combination with increased restaurant sales from existing units due to
increased marketing efforts and additional unit level promotions. We believe
that we can attain continued revenue growth through additional expansion. We
also believe that we can attain higher revenue through reduced discounting and
increased menu pricing.

COSTS OF SALES

       Cost of sales, which consists of food, merchandise and brewery supplies,
increased 23.4% to $5,676,108 in 2000 compared to $4,601,503 in 1999. The
increase was primarily due to higher restaurant sales at existing units and the
opening of the Grapevine unit. As a percentage of revenues, costs of sales
increased to 34.1% in 2000 from 33.2% in 1999. The percentage increase was due
to higher meat costs and the cost associated with purchasing hard liquor for
resale in the Grapevine unit. We believe that we can reduce our cost of sales by
limiting portion sizes to specifications and entering into food purchasing
contracts.


                                       16
<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, increased 23.8% to $5,131,584 in 2000 compared to $4,144,362 in 1999.
The increase was primarily due to the increase in restaurant sales at the
existing units and the opening of the Grapevine unit. As a percentage of
revenues, restaurant salaries and benefits increased to 30.8% in 2000 as
compared to 29.9% in 1999. The increase was due to the additional training costs
and higher than normal staffing levels at the newly opened Grapevine unit
necessary to ensure proper coverage for unexpected sales volume. We plan to
evaluate staffing levels at each unit in search of cost saving opportunities and
in an effort to implement better employee scheduling.

OPERATING EXPENSES

       Operating expenses, which include supplies, utilities, repairs and
maintenance, advertising and occupancy costs, increased 38.3% to $3,981,450 in
2000 compared to $2,878,544 in 1999. The increase was due to the opening of the
Grapevine unit and the related expenses associated with operating an additional
unit. As a percentage of revenues, operating expenses increased to 23.9% in 2000
as compared to 20.7% in 1999. The increase was due to the additional expenses of
unit level promotions and marketing for the purposes of increasing restaurant
sales and building customer loyalty, and rent expense from the Grapevine unit.
In an effort to reduce operating expenses, we intend to discontinue certain
in-store promotions, including our Birthday Club and similar promotions.

PREOPENING EXPENSES

       Preopening expenses 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. Preopening expenses for the
Grapevine unit totaled $494,630 in 2000 and $226,043 in 1999.

GENERAL AND ADMINISTRATIVE EXPENSES

       General and administrative expenses increased 7.0% to $1,675,700 in 2000
compared to $1,566,103 in 1999. The increase reflected the additional
professional fees and travel expenses related to the financing, construction and
opening of the Grapevine unit. As a percentage of revenue, these expenses
decreased to 10.1% in 2000 as compared to 11.3% in 1999.

DEPRECIATION

       Depreciation expenses increased 24.9% to $961,003 in 2000 compared to
$769,609 in 1999. The increase was due the additional depreciation from the
Grapevine unit. As a percentage of revenues, these expenses increased to 5.8% in
2000 from 5.5% in 1999. The increase was the result of the Grapevine unit having
a higher amount of depreciation as a percentage of revenue due to the fact that
this leasehold is depreciated over a 15-year term without considering renewals.

INTEREST EXPENSE

       Interest expense increased $559,640 to $1,448,822 in 2000 compared to
$889,182 in 1999. The increase reflected the additional borrowings for the
completion of the Grapevine unit. As a percentage of revenues, interest expense
increased to 8.7% in 2000 from 6.4% in 1999. The increase as a percentage of
revenues reflected the additional borrowings during the of time of construction
and the opening of the Grapevine unit without any revenues from the unit. As new
units are added, we anticipate that we will incur additional interest expense.


                                       17
<PAGE>

OTHER INCOME AND EXPENSES

       Other income and expense includes interest income, miscellaneous income
and amortization expense. Other expenses increased $440,256 to $535,746 in 2000
compared to $95,490 in 1999. The increase was the result of the amortization of
financing costs from the WCERS financing and warrants issued during 2000.

LIQUIDITY AND CAPITAL RESOURCES

OVERVIEW

       We used $1,695,357 in cash for operating activities during 2000, and used
$17,767 in cash for operating activities during 1999. We had a working capital
deficit of $3,495,425 at December 31, 2000, and a working capital deficit of
$3,934,396 at January 2, 2000. We spent $4,493,080 in 2000 for construction and
equipment for the Grapevine unit, and spent $3,129,079 during 2000 for
repayments and refinancing of long-term debt.

       In general, we have experienced operating losses in each quarterly and
annual period since inception. We incurred net losses of approximately $3.2
million for the fiscal year ended December 31, 2000, and approximately $1.3
million for the fiscal year ended January 2, 2000. As of December 31, 2000, we
had an accumulated deficit of $7.6 million. We currently depend upon our
existing units for all of our revenues. In connection with our plans to open
additional units, we expect increased pre-opening expenses. Consequently, 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 report of our independent
public accountants for the year ended December 31, 2000, includes an explanatory
paragraph expressing doubt about our ability to continue as a going concern.

       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-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.

       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


                                       18
<PAGE>

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.

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 may require us to liquidate all or a portion
of our assets. We had working capital deficits of approximately $3.5 million at
December 31, 2000 and approximately $3.9 million at January 2, 2000. As of April
11, 2001, we had outstanding (1) convertible secured debt aggregating $7.5
million, (2) non-convertible secured debt of $1.5 million, (3) a line of credit
for up to $1.0 million, of which we had borrowed approximately $350,000, and (4)
convertible subordinated debt aggregating $900,000. Of the outstanding
convertible subordinated debt, $250,000 matured in October 2000 and $100,000
matured in November 2000. We are in the process of negotiating extension
agreements with such note holders. However, 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                  $7,500,000        February 2003
         Non-Convertible Secured Debt              $1,500,000        February 2003
         Line of Credit                            $1,000,000        March 2002
         Convertible Subordinated Debt               $350,000        Immediate
         Convertible Subordinated Debt               $175,000        *
         Convertible Subordinated Debt                $25,000        June 2001
         Convertible Subordinated Debt               $300,000        October 2001
         Convertible Subordinated Debt                $50,000        January 2002
</TABLE>
         ----------
         *      Big Buck has agreed to make ten monthly payments of $18,161
                (commencing May 1, 2001) and one monthly payment of $1,584 (on
                March 1, 2002) 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
$9.0 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. 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. 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


                                       19
<PAGE>

writing). We cannot assure you that we will maintain or regain compliance with
the foregoing covenants or be able to repay or refinance our indebtedness to
WCERS.

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. However, 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 and the failure of Buck & Bass to
perform quarterly customer satisfaction surveys 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.

ADDITIONAL FINANCING IS REQUIRED FOR NASHVILLE

       Without additional financing, we will be unable to develop and open the
Nashville unit. We anticipate that construction of the Nashville unit will
require approximately $4.0 million, including approximately $2.0 million in the
form of tenant allowances provided by our landlord. Our lease agreement for the
Nashville site requires us to make annual minimum base rent payments of
approximately $520,000 commencing upon the earlier of the opening of the
Nashville unit or August 19, 2001. These payments are required whether or not we
have the financing required to develop and open the Nashville unit. In the
absence of necessary financing, we will be unable to make payments required by
the lease and our landlord would have the ability to declare an event of default
under the lease, terminate the lease and demand all unpaid and reasonably
calculable future rent over the balance of the lease term.

ADDITIONAL FINANCING REQUIRED FOR FUTURE EXPANSION

       We expect that we will continue to require significant capital resources
to fund new unit development and construction. The development of any additional
units will require us to obtain additional financing. The amount of financing
required for new units depends on the definitive locations, site conditions,
construction costs and size and type of units to be built. We cannot assure you
that financing will be available on terms


                                       20
<PAGE>

acceptable or favorable to us, or at all. Without such financing, our
development plans will be slower than planned or even unachievable.

LIMITATIONS ON ABILITY TO INCUR ADDITIONAL INDEBTEDNESS

       We granted the following security interests to WCERS in connection with
the February 2000 convertible secured debt financing and the August 2000
non-convertible secured debt financing:

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

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

       o      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 site and the Auburn Hills site.

       We also granted to WCERS a right of first refusal pursuant to which WCERS
may, for so long as the approximately $5.9 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 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.

SHORT-TERM LIQUIDITY PLANS

       Subsequent to December 31, 2000, we obtained a line of credit from
Crestmark Bank for up to $1,000,000. The collateral on this line of credit is a
$1,000,000 million letter of credit from WCERS. This letter of credit is valid
through March 2002. As of April 11, 2001, we had borrowed approximately $350,000
under the line of credit for working capital purposes.

       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. Also, in February 2001, we 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. 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.


                                       21
<PAGE>

       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.

       We are exploring the possibility of refinancing our Gaylord unit to
provide us with the liquidity required to repay current maturities of existing
indebtedness, to discharge of record outstanding liens and claims in connection
with the Grapevine unit and to fund initial construction of the Nashville unit.
We anticipate that WCERS will provide us with approval for such refinancing.
Assuming that we obtain such refinancing, we will then seek to have WCERS
convert its convertible secured promissory note with a principal amount of
approximately $1.6 million into shares of our common stock. The elimination of
certain WCERS debt service obligations would provide us with additional working
capital for operations. Should we be unable to pay off current maturities of
existing indebtedness, discharge of record outstanding liens and claims in
connection with the Grapevine unit or fund initial construction of the Nashville
unit, our business, operating results, cash flows and financial condition would
be materially adversely affected.

       We plan to explore the possibility of expanding our relationship with the
Mills Corporation to develop and open Big Buck Brewery & Steakhouses adjacent to
Bass Pro Outdoor World superstores in several other cities, including, but not
limited to, each of the following markets: Atlanta, Ft. Lauderdale and the
Washington, D.C. area. We cannot assure you that we will enter into agreements
to develop and open additional units. We must raise substantial proceeds to
finance any expansion. However, we believe that the Mills Corporation would
provide substantial tenant allowances, thereby reducing the amount of other
capital we would be required to raise in connection with future expansion
involving the Mills Corporation.

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. We believe, however, that additional
expansion into markets outside Michigan, if any, will mitigate the effect of
seasonality on our business. Quarterly results in the future are also likely to
be substantially affected by the timing of new unit openings. Because of the
effect of seasonality on our business and the impact of new unit openings,
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.


                                       22
<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 $3.2
million for the fiscal year ended December 31, 2000, and approximately $1.3
million for the fiscal year ended January 2, 2000. As of December 31, 2000, we
had an accumulated deficit of $7.6 million. We currently depend upon our
existing units for all of our revenues. In connection with our plans to open
additional units, we expect increased pre-opening expenses. Consequently, 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 report of our independent
public accountants for the year ended December 31, 2000, includes an explanatory
paragraph expressing doubt about our ability to continue as a going concern.

WE HAVE A LIMITED OPERATING HISTORY AND WE HAVE OPENED ONLY FOUR RESTAURANTS,
MAKING IT DIFFICULT TO EVALUATE OUR BUSINESS PROSPECTS.

       In May 1995, we opened our first Big Buck Brewery & Steakhouse. To date,
we have opened four Big Buck Brewery & Steakhouses. Accordingly, our operations
are subject to all of the risks inherent in the establishment of a new business
enterprise. The likelihood of our success must be evaluated in light of the
problems, expenses, difficulties, complications and delays frequently
encountered in connection with the establishment of a business. 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:

       o      the quality of restaurant and brewery operations,

       o      the acceptance of our food and beer, and

       o      general economic conditions.

       We cannot assure you that we will operate profitably or that we will
successfully implement our plans to open additional units, in which case we will
continue to depend on the revenues of our existing units.


                                       23
<PAGE>

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 may require us to liquidate all or a portion
of our assets. We had working capital deficits of approximately $3.5 million at
December 31, 2000 and approximately $3.9 million at January 2, 2000. As of April
11, 2001, we had outstanding (1) convertible secured debt aggregating $7.5
million, (2) non-convertible secured debt of $1.5 million, (3) a line of credit
for up to $1.0 million, of which we had borrowed approximately $350,000, and (4)
convertible subordinated debt aggregating $900,000. Of the outstanding
convertible subordinated debt, $250,000 matured in October 2000 and $100,000
matured in November 2000. We are in the process of negotiating extension
agreements with such note holders. However, 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             $7,500,000       February 2003
         Non-Convertible Secured Debt         $1,500,000       February 2003
         Line of Credit                       $1,000,000       March 2002
         Convertible Subordinated Debt          $350,000       Immediate
         Convertible Subordinated Debt          $175,000       *
         Convertible Subordinated Debt           $25,000       June 2001
         Convertible Subordinated Debt          $300,000       October 2001
         Convertible Subordinated Debt           $50,000       January 2002
</TABLE>
         ----------
         *      Big Buck has agreed to make ten monthly payments of $18,161
                (commencing May 1, 2001) and one monthly payment of $1,584 (on
                March 1, 2002) to repay this note in full.

CONVERTIBLE SECURED AND NON-CONVERTIBLE SECURED DEBT

       We granted the following security interests to WCERS in connection with
the February 2000 convertible secured debt financing and the August 2000
non-convertible secured debt financing:

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

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

       o      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 site and the Auburn Hills site.

       We also granted to WCERS a right of first refusal pursuant to which WCERS
may, for so long as the approximately $5.9 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 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


                                       24
<PAGE>

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. 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. 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 cannot assure you that we will
maintain or regain compliance with the foregoing covenants or be able to repay
or refinance our indebtedness to WCERS.

LINE OF CREDIT

       Subsequent to December 31, 2000, 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 April 11, 2001, we had borrowed approximately $350,000 under this
line of credit for working capital purposes.

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 April 11, 2001, our outstanding convertible subordinated promissory notes had
the following terms and conditions:

<TABLE>
<CAPTION>
       Principal                Date of            Maturity           Shares Issuable            Conversion
         Amount                 Issuance             Date             Upon Conversion               Price
-------------------------     ------------      -------------     ----------------------     -------------------
<S>                           <C>               <C>               <C>                        <C>
         $250,000              10-11-99            10-01-00               169,468                  $1.4752
         $100,000              11-17-99            11-01-00                41,233                  $2.4252
         $175,000              10-11-99                  *                   **                    $0.73
         $ 25,000              01-27-00            06-27-01                16,666                  $1.50
         $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
</TABLE>
         ----------
         *      Big Buck has agreed to make ten monthly payments of $18,161
                (commencing May 1, 2001) and one monthly payment of $1,584 (on
                March 1, 2002) to repay this note in full.

         **     Based upon $175,000 in principal, the holder could convert the
                note into 239,726 shares.

IF WE ARE UNABLE TO OBTAIN ADDITIONAL CAPITAL WHEN REQUIRED, WE WILL BE REQUIRED
TO SCALE BACK OR ELIMINATE OUR EXPANSION PLANS AND WE MAY BE REQUIRED TO SCALE
BACK OUR OPERATIONS.

       Our ability to execute our business strategy depends on our ability to
obtain substantial financing for the development of additional units and
continued operations. If additional capital does not become available to us when
required, we will be required to scale back or eliminate our expansion plans and
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.


                                       25
<PAGE>

       Without additional financing, we will be unable to develop and open the
Nashville unit. We anticipate that construction of the Nashville unit will
require approximately $4.0 million, including approximately $2.0 million in the
form of tenant allowances provided by our landlord. Our lease agreement for the
Nashville site requires us to make annual minimum base rent payments of
approximately $520,000 commencing upon the earlier of the opening of the
Nashville unit or August 19, 2001. These payments are required whether or not we
have the financing required to develop and open the Nashville unit. In the
absence of necessary financing, we will be unable to make payments required by
the lease and our landlord would have the ability to declare an event of default
under the lease, terminate the lease and demand all unpaid and reasonably
calculable future rent over the balance of the lease term. Effective September
18, 2001, we may be required to pay a $400 per day fee for each day that the
Nashville unit is not open for business. If we are required to the minimum
annual base rent before the unit opens, if we are required to pay a late fee in
connection with a delayed opening, or if we are required to pay in excess of the
minimum annual base rent, the funds available to us for working capital and
expansion plans will be reduced.

       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.

IF WE ARE UNABLE TO ACHIEVE AND MANAGE EXPANSION, WE WILL BE FORCED TO RELY UPON
OUR EXISTING RESTAURANTS FOR ALL OF OUR REVENUES.

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

       o      customer acceptance of Big Buck Brewery & Steakhouses and Big Buck
              Beer(R),

       o      the ability of our management to identify suitable sites and to
              negotiate purchases of such sites,

       o      the ability of our management to secure future joint venture
              agreements or other methods of financing,

       o      timely and economic development and construction of our units,

       o      timely approval from local governmental authorities,

       o      our hiring of skilled management and other personnel,

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

       o      our general ability to successfully manage growth, and

       o      the general state of the economy.

       We cannot assure you that we will be able to open the Nashville unit or
any other units.

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


                                       26
<PAGE>

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. We are in the process of
negotiating with such contractors. However, 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.

       The existence of such encumbrances and the failure of Buck & Bass to
perform quarterly customer satisfaction surveys 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.

IF BUCK & BASS IS REQUIRED TO PAY MORE THAN THE MINIMUM ANNUAL BASE RENT FOR THE
GRAPEVINE SITE, FUNDS AVAILABLE TO US FOR WORKING CAPITAL AND EXPANSION PLANS
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 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. 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:

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

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

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

       o      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,

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

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


                                       27
<PAGE>

       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 working capital and expansion
plans 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 WORKING CAPITAL AND
EXPANSION PLANS 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. In addition to the annual base rent, we are
obligated to pay an annual percentage rent in the amount of 5% on gross sales at
the site in excess of $2.9 million per year. In March 2000, the lease was
amended to adjust the gross sales level over which annual percentage rent is
payable to $1.5 million per year.

       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. In addition to the annual base rent, we are obligated to pay an
annual percentage rent of 5.25% on gross sales at the site in excess of $8.0
million per year. We were required to pay Mr. Eyde annual percentage rent of
$46,000 and $17,970 based upon annual gross sales for the first and third years
of the lease term, respectively. Annual gross sales for the second 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 working capital and expansion plans 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:

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

       o      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.

       If annual gross sales do not exceed $1.5 million for any year of the
lease term, commencing April 2000, the lessor of the Grand Rapids site could
require us to repurchase such site for $1.4 million, plus $70,000 for each lease
year on a pro rata basis. The lessor of the Grand Rapids site also has the
option to require us to repurchase such site after the seventh full lease year
for the same price.


                                       28
<PAGE>

       If annual gross sales 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. Independent of annual gross sales, the lessor of the Auburn
Hills site has the option to require us to repurchase such site prior to the
expiration of the fourth full lease year for the same price. The lessor may
require us to issue our common stock, valued at $4.00 per share, in payment of
such repurchase price.

       If annual percentage rent is not required over one year at the Grand
Rapids site, we may be forced to repurchase such site at a premium over its sale
price. If annual percentage rent is not required over two consecutive years at
the Auburn Hills site, we may be forced to repurchase such site at a premium
over its sale price. If either lessor elects to exercise his option to require
us to repurchase a site independent of annual gross sales, 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 the Grand Rapids site or the Auburn
Hills site. If we are required to repurchase either 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 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 microbrewery restaurants in a highly competitive microbrewery and
brewpub restaurant market. Other restaurants and companies 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:

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

       o      the proliferation of microbreweries, regional craft breweries,
              brewpubs and other small craftbrewers,

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

       o      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 craftbrewed beers will continue. We
anticipate intensifying competition in the craftbrewed and fuller-flavored beer
markets. 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 intensified competition in the craftbrewed and
fuller-flavored beer markets.


                                       29
<PAGE>

IF WE EXPERIENCE DIFFICULTY OPERATING BREWERIES AT SEPARATE UNITS, OUR EXPENSES
MAY INCREASE AND CONSUMERS MAY NOT ACCEPT OUR BEERS.

       Our strategy includes operating a brewery at each unit. Successful
operation of separate breweries will require us to overcome various
organizational challenges such as increasing and maintaining production and
establishing and maintaining quality control over numerous geographically
separated units.

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 BEER AND SELLING WINE AND BEER.

       A significant percentage of our revenue is derived from beer and wine
sales. Total sales of alcohol, including beer and wine, accounted for 20.1% of
our revenues during 2000. 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, or will be, 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 or producing and selling our
wine. Typically, licenses must be renewed annually and may be revoked or
suspended for cause at any time.

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

       We are licensed under Michigan law as a "microbrewery." A microbrewery in
Michigan is limited to the production of not more than 30,000 barrels of beer
per year by all breweries owned or controlled by the same entity, whether within
or outside Michigan. Without a change in current law, we intend to limit our
sales of beer off-site so as to reserve our brewing capacity for sales of beer
on-site, which provide us substantially higher margins, but do not reach the
same customer base. We cannot assure you that legislation raising the barrelage
ceiling will pass, that any such legislation will pass in a form which would
facilitate our expansion plans, or that, if such legislation is not passed, we
will be able to become licensed to brew in excess of 30,000 barrels of beer per
year.

       We are also licensed under Michigan law as a "small wine maker." A small
wine maker in Michigan is limited to the production of not more than 50,000
gallons of wine per year.

       Buck & Bass is licensed as a "brewpub" in Texas. 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. A brewpub is also licensed to sell hard
liquor.

       Assuming we open our planned Nashville unit, we would likely operate
under a Tennessee law that permits the manufacture and retail sale of beer for
on site consumption on the same premises in an amount limited to not more than
5,000 barrels of beer or other alcoholic beverage of alcohol content not greater
than 5% by weight.


                                       30
<PAGE>

       State liquor laws may prevent or impede our expansion into certain
markets. While we have not experienced and do not anticipate any significant
problems in obtaining required licenses, permits or approvals, any difficulties,
delays or failures in obtaining required licenses, permits or approvals could
delay or prevent the opening of a unit in a particular area. In addition,
changes in a jurisdiction's legislation, regulations or administrative
interpretations of liquor laws after the opening of a unit may prevent or hinder
our expansion or operations in that jurisdiction 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, or will be, 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. We will also
become subject to such statutes in other states, if any, into which we expand.
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.

WE MUST PAY FEDERAL AND STATE EXCISE TAXES ON OUR BEER AND WINE; 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. If our production increases
to amounts over 60,000 barrels per year, our average federal excise tax rate
will increase. Michigan imposes an excise tax of $6.30 per barrel on each barrel
of beer sold in Michigan. However, each brewer that is a "microbrewery" under
Michigan law is granted a microbrewer's excise tax credit in the amount of $2.00
per barrel. If our production increases to amounts over 30,000 barrels per year,
our average Michigan excise tax rate will increase. Buck & Bass is subject to
excise taxes under Texas law. Excise taxes in Texas are $6.14 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 production of beer
increases to an amount over 75,000 barrels per year in Texas, the average Texas
excise tax rate of Buck & Bass will increase.

       We are also subject to federal and state excise taxes on the wine we sell
in our Michigan units. The federal government imposes an excise tax, which is
determined by wine gallon sold. For still wines containing not more than 14% of
alcohol by volume the rate is $1.07 per wine gallon; for still wines containing
more than 14% but not exceeding 21% of alcohol by volume, the rate is $1.57 per
wine gallon; for still wines containing more than 21% but not more than 24% of
alcohol by volume, the rate is $3.15 per wine gallon; for champagne and other
sparkling wines the rate is $3.40 per wine gallon; and for artificially
carbonated wines, the rate is


                                       31
<PAGE>

$3.30 per wine gallon. Persons who produce not more than 250,000 gallons of wine
during the calendar year are granted a federal tax credit of $0.90 per wine
gallon on the first 100,000 gallons of wine, but not for champagne and other
sparkling wines. This credit is reduced by one percent for each 1,000 gallons of
wine produced in excess of 150,000 gallons of wine during the calendar year.
Michigan also imposes an excise tax per liter of wine sold, with an excise tax
rate of $0.135 per liter for wine at or under 16% alcohol content, and $0.20 per
liter for wine above 16% alcohol content.

       Assuming we open our planned Nashville unit, we will become subject to
excise taxes under Tennessee law. Excise taxes in Tennessee are $3.90 per barrel
for alcoholic beverages not more than 5% alcohol by weight, and $4.00 per gallon
for alcoholic beverages more than 5% alcohol by weight.

       Other states and municipalities into which we may expand also impose
excise or other taxes or special charges on alcoholic beverages in varying
amounts, which amounts are subject to change. 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 our growth. To date, we have not entered into any agreements providing for
the continued employment of our personnel.

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 cannot assure you that an active public market will
develop or be sustained for our securities. In addition, if any of our
securities do not continue to trade on the Nasdaq SmallCap Market, the
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.

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.


                                       32
<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 April 11, 2001, our officers and directors beneficially owned
approximately 43.1% of our outstanding common stock. Accordingly, such persons
can:

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

       o      generally direct our affairs, and

       o      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. We believe, however, that additional
expansion into markets outside Michigan, if any, will mitigate the effect of
seasonality on our business. Quarterly results in the future are also likely to
be substantially affected by the timing of new unit openings. Because of the
effect of seasonality on our business and the impact of new unit openings,
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:

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

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

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

       o      unfavorable publicity, and

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

       During 1999, our common stock ranged from a high of $3.1875 per share on
January 27, 1999 and January 28, 1999, to a low of $1.25 per share on October
12, 1999 and December 29, 1999. During 2000, our common stock ranged from a high
of $2.875 per share on February 7, 2000, to a low of $0.5625 per share on
December 29, 2000. 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 5,797,968 shares of common stock outstanding as of April 11, 2001.
On that date, we also had warrants, stock options, convertible debt and other
rights outstanding to purchase an additional 10,760,818


                                       33
<PAGE>

shares of common stock, exercisable at prices ranging from $0.73 to $8.00 per
share. We have also registered 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.


                                       34
<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................................................   36
Consolidated Financial Statements
         Consolidated Balance Sheets....................................................   37
         Consolidated Statements of Operations..........................................   38
         Consolidated Statements of Shareholders' Equity................................   39
         Consolidated Statements of Cash Flows..........................................   40
         Notes Consolidated to Financial Statements.....................................   41
</TABLE>


                                       35
<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 January 2, 2000 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 Big Buck's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

       We conducted our audits in accordance with generally accepted auditing
standards. 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 January 2, 2000 and December 31, 2000, and the results of
its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

       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 that raises 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 9, 2001


                                       36
<PAGE>

                       BIG BUCK BREWERY & STEAKHOUSE, INC.

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                       December 31,       January 2,
                                   ASSETS                                  2000              2000
<S>                                                                    <C>             <C>
CURRENT ASSETS:
   Cash                                                                $     22,901    $    369,228
   Accounts receivable                                                      385,536         233,273
   Inventories (Note 1)                                                     309,906         235,671
   Prepaids and other                                                       384,669         318,775
                                                                       ------------    ------------

        Total current assets                                              1,103,012       1,156,947

PROPERTY AND EQUIPMENT (Note 1)                                          24,030,987      19,730,766

OTHER ASSETS, net                                                         1,094,367         573,487
                                                                       ------------    ------------

                                                                       $ 26,228,366    $ 21,461,200
                                                                       ============    ============

                     LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                    $  2,972,225    $  2,152,242
   Accrued expenses                                                         676,555         451,855
   Current maturities of long-term obligations                              949,657       2,487,246
                                                                       ------------    ------------
        Total current liabilities                                         4,598,437       5,091,343

LONG-TERM OBLIGATIONS, less current maturities (Note 2)                  14,379,594       6,721,083
                                                                       ------------    ------------
        Total liabilities                                                18,978,031      11,812,426

MINORITY INTEREST (Note 8)                                                  463,811         147,340

SHAREHOLDERS' EQUITY (Notes 5 and 6):

   Common stock, $0.01 par value, 20,000,000 shares authorized;
        5,474,562 and 5,405,481 shares issued and outstanding                54,746          54,055
   Warrants                                                                 153,650         153,650
   Additional paid-in capital                                            14,153,174      13,685,520
   Accumulated deficit                                                   (7,575,046)     (4,391,791)
                                                                       ------------    ------------

        Total shareholders' equity                                        6,786,524       9,501,434
                                                                       ------------    ------------

                                                                       $ 26,228,366    $ 21,461,200
                                                                       ============    ============
</TABLE>

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


                                       37
<PAGE>


                       BIG BUCK BREWERY & STEAKHOUSE, INC.

                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                               For the Years Ended
                                                           December 31,     January 2,
                                                               2000            2000
<S>                                                        <C>             <C>
REVENUE:
   Restaurant sales                                        $ 16,230,185    $ 13,378,684
   Wholesale and retail sales                                   408,097         503,227
                                                           ------------    ------------
        Total revenue                                        16,638,282      13,881,911
                                                           ------------    ------------

COSTS AND EXPENSES:
   Cost of sales                                              5,676,108       4,601,503
   Restaurant salaries and benefits (Notes 6 and 7)           5,131,584       4,144,362
   Operating expenses                                         3,981,450       2,878,544
   Depreciation                                                 961,003         769,609
   Preopening costs                                             494,630         226,043
   General and administrative expenses                        1,675,700       1,566,103
                                                           ------------    ------------
        Total costs and expenses                             17,920,475      14,186,164
                                                           ------------    ------------

LOSS FROM OPERATIONS                                         (1,282,193)       (304,253)
                                                           ------------    ------------

OTHER EXPENSE:
   Interest expense                                          (1,448,822)       (889,182)
   Amortization of financing cost                              (535,746)        (95,490)
                                                           ------------    ------------
        Other expense, net                                   (1,984,568)       (984,672)
                                                           ------------    ------------

LOSS BEFORE INCOME TAXES AND MINORITY INTEREST               (3,266,761)     (1,288,925)

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

LOSS BEFORE MINORITY INTEREST                                (3,266,761)     (1,288,925)

MINORITY INTEREST SHARE OF JOINT VENTURE LOSS                    83,506              --

NET LOSS                                                   $ (3,183,255)   $ (1,288,925)
                                                           ============    ============

BASIC AND DILUTED LOSS PER COMMON SHARE                    $      (0.59)   $      (0.24)
                                                           ============    ============

OUTSTANDING WEIGHTED AVERAGE SHARES                           5,422,102       5,405,481
                                                           ============    ============
</TABLE>

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


                                       38
<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 3, 1999                             5,285,000   $ 52,850   $153,650   $13,407,694   $(3,102,866)   $ 10,511,328
  Issuance of common stock                             120,481      1,205         --       248,793            --         249,998
  Issuance of warrants for services                         --         --         --        29,033            --          29,033
  Net loss                                                  --         --         --            --    (1,288,925)     (1,288,925)
                                                     ---------   --------   --------   -----------   -----------    ------------
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
                                                     =========   ========   ========   ===========   ===========    ============
</TABLE>

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


                                       39
<PAGE>

                       BIG BUCK BREWERY & STEAKHOUSE, INC.

                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                 For the Years Ended
                                                                            ----------------------------
                                                                             December 31,     January 2,
                                                                                 2000            2000
                                                                            -------------  -------------
<S>                                                                         <C>            <C>
OPERATING ACTIVITIES:
   Net loss                                                                 $(3,183,255)   $(1,288,925)
   Adjustments to reconcile net loss to cash flows used in
    operating activities--
       Depreciation and amortization                                          1,488,609        895,580
       Loss on sale of property                                                  46,998             --
       Minority interest's share of joint venture loss                          (83,506)            --
       Change in operating assets and liabilities:
         Accounts receivable                                                   (152,263)       (17,126)
         Inventories                                                            (74,235)        72,615
         Prepaids and other                                                    (136,577)       (43,956)
         Accounts payable                                                       336,454        621,260
         Accrued expenses                                                       224,700       (257,215)
                                                                            -----------    -----------

            Net cash used in operating activities                            (1,533,075)       (17,767)
                                                                            -----------    -----------

INVESTING ACTIVITIES:
   Purchases of property and equipment                                       (4,409,574)    (1,046,456)
   Sale of short-term investments, net                                               --          2,105
                                                                            -----------    -----------

            Net cash used in investing activities                            (4,409,574)    (1,044,351)
                                                                            -----------    -----------

FINANCING ACTIVITIES:
   Borrowings under long-term debt                                            9,300,000        778,000
   Payments on long-term debt and capital lease obligations                  (3,129,079)      (244,228)
   Payment of deferred financing costs                                         (606,330)            --
   Proceeds from minority partner                                                    --        147,340
   Proceeds from sale of common stock                                            31,731        249,998
                                                                            -----------    -----------

            Net cash provided by financing activities                         5,596,322        931,110
                                                                            -----------    -----------

INCREASE (DECREASE) IN CASH                                                    (346,327)      (131,008)

CASH, beginning of year                                                         369,228        500,236
                                                                            -----------    -----------

CASH, end of year                                                           $    22,901    $   369,228
                                                                            ===========    ===========

SUPPLEMENTAL CASH FLOW INFORMATION:

   Interest paid                                                            $ 1,497,398    $   891,853
   Income taxes paid                                                                 --             --
NONCASH TRANSACTIONS:
   Issuance of common stock, stock options and warrants for property
     and services                                                               386,614         29,033
   Accounts payable assumed for purchase of equipment                           800,000        605,951
   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.


                                       40
<PAGE>

                       BIG BUCK BREWERY & STEAKHOUSE, INC.

                   Notes to Consolidated Financial Statements
                      December 31, 2000 and January 2, 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 microbrewery/restaurants under the name "Big Buck Brewery &
Steakhouse." As of December 31, 2000, the Company owned and operated three units
in the state of Michigan. The first unit opened in Gaylord, Michigan, on May 26,
1995. The Gaylord unit is utilized for bottling and wholesale distribution of
its private label beer. 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 a net loss of $3,183,255 in 2000 and $1,288,925 in 1999.
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, reaching critical mass
to support corporate overhead and general economic conditions. The Company's
ability to meet its expansion plan and achieve profitability depends on its
ability to obtain substantial financing for the development of additional units.
There are no assurances that such financing will be available on terms
acceptable or favorable to the Company.

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 "2000" and "1999" represent
the fiscal years ended December 31, 2000 (a 52 week year) and January 2, 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 31,        January 2,
                                                                    2000               2000
                                                                ------------       -----------
<S>                                                             <C>                <C>
Food.......................................................     $  145,610         $   97,673
Brewery (including wine and liquor)........................        116,416             93,093
Retail goods...............................................         47,880             44,905
                                                                ----------         ----------
                                                                $  309,906         $  235,671
                                                                ==========         ==========
</TABLE>


                                       41
<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 31,       January 2,        Estimated
                                                                    2000              2000          Useful Lives
                                                               -------------      ------------     -------------
<S>                                                             <C>               <C>               <C>
Land and improvements                                           $  5,052,914      $  5,057,914      20 years for
                                                                                                    improvements
Leasehold improvements                                             5,836,092                --      15 years
Building and Improvements                                          9,261,213         9,261,213      40 years
Brewery equipment                                                  2,656,518         2,011,015      12-30 years
Restaurant equipment                                               1,838,876         1,309,831      10 years
Furniture, fixtures and equipment                                  2,672,118         2,124,286      5-7 years
Construction in progress                                              67,178         2,387,694
                                                                ------------      ------------
     Total property and equipment                                 27,384,908        22,151,953
Accumulated depreciation                                          (3,353,921)       (2,421,187)
                                                                ------------      ------------
     Net carrying amount                                        $ 24,030,987      $ 19,730,766
                                                                ============      ============
</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.


                                       42
<PAGE>

2.     LONG-TERM OBLIGATIONS:

Long-term obligations consisted of the following as of:

<TABLE>
<CAPTION>
                                                                                     December 31,      January 2,
                                                                                         2000             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                                                   5,840,271               --
Convertible notes payable to WCERS, with monthly payments of
   $14,756 including interest at 10%.  In February 2001, the maturity date
   was extended to February 2003.  The note is convertible into common
   stock at $2.42 per share.  This note is guaranteed by a shareholder of the
   Company                                                                            1,613,980               --
Equipment note payable to WCERS, with monthly interest payments at
   11%.  In February 2001, the maturity date was extended to February
   2003                                                                               1,500,000               --
Capital lease obligations (see below)                                                 5,400,000        5,400,000
Mortgage note payable to bank, monthly principal payments of $5,760
   plus interest at 10.2%, remaining balance due on October 1, 2000,
   collateralized by all assets of the Company and guaranteed by certain
   shareholders. In February 2000, this note was paid off with proceeds
   from WCERS                                                                                --        1,496,996
Note payable to bank, monthly payments of interest only at 10.0%,
   balance due on May 15, 1999, collateralized by all assets of the
   Company.  In February 2000, this note was paid off with proceeds
   from WCERS                                                                                --        1,428,000
Note payable to bank, monthly principal payments of $13,333 plus
   interest at 10.2%, remaining balance due on October 1, 2000,
   collateralized by all assets of the Company and guaranteed by certain
   shareholders.  In February 2000, this note was paid off with proceeds
   from WCERS                                                                                --          133,333
Convertible subordinated promissory notes payable to various investors,
   bearing interest at 10%, due October 2000 through November 2000                      350,000          650,000
Convertible subordinated promissory notes payable to various investors,
   bearing interest at 10%, due June 2001 through March 2002                            525,000          100,000
Convertible subordinated promissory note payable to shareholder, monthly
   interest payments at 12.75%, remaining balance due October 1, 2001.  The
   note is unsecured                                                                    100,000               --
                                                                                    -----------       ----------
                  Total                                                              15,329,251        9,208,329
Less-Current maturities                                                                 949,657        2,487,246
                                                                                    -----------       ----------
                  Long-term obligations                                             $14,379,594       $6,721,083
                                                                                    ===========       ==========
</TABLE>


                                       43
<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. 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 has until January 1, 2002 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. As amended, the lease further
provides that, commencing April 2000, in the event gross sales, as defined, do
not exceed $1,500,000, for any lease year, the Company is obligated to
repurchase the land and property for $1.4 million, plus $70,000 for each lease
year on a pro rata basis. The lessor also has the option to require the Company
to repurchase the Grand Rapids site after the seventh full lease year for the
same price. Should a repurchase be required, the Company believes that it would
be able to obtain mortgage financing sufficient to pay the required purchase
price. There can be no assurance that such mortgage financing in the event
repurchase were required, would be available on terms acceptable to Big Buck, or
at all.

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 1999 did not exceed $8.0
million. Independent of annual gross sales, the lessor has the option to require
the Company to repurchase the Auburn Hills site for $4.0 million, plus $200,000
for each lease year on a pro rata basis, for a limited period of time. In
February 2000, the lessor and the Company amended the lease agreement to provide
that such right may be exercised by the lessor prior to the expiration of the
fourth full lease year and that the lessor may require the Company to issue
common stock (valued at $4.00 per share) in payment of such repurchase price.
The Company also 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.

The convertible subordinated promissory notes may be converted at any time, at
the option of the holders, into a total of 802,252 shares of common stock.
Interest is paid monthly in arrears. $350,000 of the convertible subordinated
notes matured in 2000 and were not paid. Therefore, the notes are in default at
December 31, 2000.

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


                                       44
<PAGE>

$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.

The maturities disclosed below reflect these amended payment terms.

Maturities of long-term obligations as of December 31, 2000, were as follows:

<TABLE>
          <S>                                         <C>
          2001                                            949,657
          2002                                            161,387
          2003                                          8,818,207
          2004                                                  -
          2005                                                  -
          Thereafter                                    5,400,000
                                                      -----------
                                                      $15,329,251
                                                      ===========
</TABLE>

Subsequent to December 31, 2000, the Company 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 of credit from WCERS. This letter of credit is valid
through March 2002. As of April 9, 2001, the Company had borrowed approximately
$350,000 under the line of credit for working capital purposes.

3.     OPERATING LEASES

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. The lease may
be extended for one additional five-year term. Beginning August 2001, the
company is obligated to pay monthly rental payments of $43,211, regardless of
whether the store is open for business. Additionally, the lease requires the
Company to pay an annual percentage rent in the amount of 6% on gross sales in
excess of $8.5 million.

The Company has not obtained the necessary financing for the costs to build out
the leased location and open the store. Effective September 2001, the company
may be required to pay a $400 per day fee for each day that the store is not
open for business.

Minimum future rental payments under the lease are:

<TABLE>
          <S>                                         <C>
          2001                                           201,966
          2002                                           538,577
          2003                                           538,577
          2004                                           538,577
          2005                                           538,577
          Thereafter                                   3,029,496
                                                      ----------
          Total                                       $5,385,770
                                                      ==========
</TABLE>


                                       45
<PAGE>

4.     INCOME TAXES:

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

<TABLE>
<CAPTION>
                                                December 31,     January 2,
                                                   2000             2000
                                                ------------    -----------
<S>                                             <C>             <C>
Deferred tax liabilities                           (870,000)      (790,000)
Deferred tax assets                               3,430,000      2,280,000
                                                 ----------     ----------
Net deferred tax asset                            2,560,000      1,490,000
Valuation allowance                              (2,560,000)    (1,490,000)
                                                 ----------     ----------
Net deferred tax                                          -              -
</TABLE>

Effective January 1, 1996, the Company converted from S Corporation status to a
C Corporation. As of December 31, 2000 and January 2, 2000, the Company's
deferred tax assets consist primarily of net operating loss carryforwards, and
deferred tax liabilities resulting from accelerated methods of depreciation. 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
31, 2000, the Company had net operating loss carryforwards of approximately
$10.1 million which expire through the year 2020.

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, expiring in June 2000.

In connection with its IPO, the Company issued a warrant to the underwriter to
purchase 245,000 shares of common stock at $6.00 per share. The warrant became
exercisable in June 1997 and was exercisable until June 2000.

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 August 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 pre 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.

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 would result in WCERS owning 3,299,172
shares of common stock, or a 37.9% ownership of the Company.


                                       46
<PAGE>

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.

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.

A summary of the status of the Company's stock option plans at December 31, 2000
and January 2, 2000, and changes during the fiscal years then ended, is
presented in the table and narrative below:

<TABLE>
<CAPTION>
                                              Year Ended                             Year Ended
                                           December 31, 2000                       January 2, 2000
                                           -----------------                       ---------------
                                                    Weighted Average                          Weighted Average
                                      Shares         Exercise Price           Shares           Exercise Price
                                      ------         --------------           ------           --------------
<S>                                 <C>             <C>                    <C>                <C>
Outstanding, beginning of
     Period..................         712,800          $    4.06               671,000             $  4.11
Granted......................         283,086               1.70                46,800                2.30
Exercised....................              --                 --                    --                  --
Forfeited....................         254,828               4.17                    --                  --
Expired......................              --                 --                    --                  --
                                    ---------          ---------           -----------             -------
Outstanding, end of
     Period..................         746,058          $    3.30               717,800             $  4.06
                                    =========          =========           ===========             =======
Exercisable, end of
     Period..................         483,458                                  485,500
                                    =========                              ===========
Weighted average fair value
     Of options granted......       $    1.47                              $      1.52
                                    =========                              ===========
</TABLE>


                                       47
<PAGE>

The following table provides certain information with respect to stock options
outstanding at December 31, 2000:

<TABLE>
<CAPTION>
                                           Stock options          Weighted average            Weighted average
        Range of exercise prices            Outstanding            exercise price        remaining contractual life
      ------------------------------    ---------------------    --------------------    ---------------------------
      <S>                               <C>                      <C>                     <C>
               1.44 - 3.00                    358,058                    2.02                       8.79
               3.01 - 4.50                    126,000                    4.28                       5.67
               4.51 - 5.25                    235,000                    4.86                       5.00
</TABLE>

The following table provides certain information with respect to stock options
exercisable at December 31, 2000:

<TABLE>
<CAPTION>
                                           Stock options          Weighted average
        Range of exercise prices            exercisable            exercise price
      ------------------------------    ---------------------    --------------------
      <S>                               <C>                      <C>
               1.44 - 3.00                    166,208                     2.55
               3.01 - 4.50                    118,500                     4.27
               4.51 - 5.25                    198,750                     4.88
</TABLE>

The Company accounts for these plans under 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>
                                                         2000                 1999
                                                   ------------------   ------------------
         <S>                    <C>                <C>                  <C>
         Net Loss               As Reported             $(3,183,255)         $(1,288,925)
                                Pro Forma                (3,546,385)          (1,608,624)
         Diluted EPS            As Reported                   (0.59)               (0.24)
                                Pro Forma                     (0.63)               (0.30)
</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 2000 and 1999, respectively: risk-free interest
rates of 4.93% and 6.70%; no expected dividend yields; expected lives of 7
years; and expected volatility of 106.50% and 60.00%. Non-employee option grants
are recorded at fair value.

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 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 2000 and 1999, respectively.


                                       48
<PAGE>

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 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.

During 2000 and 1999, the Company contributed $3.8 million and $218,000,
respectively, to the limited partnership which owns and operates 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, 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 has recorded a
liability for $800,000 as its best estimate of amounts it may be required to pay
to settle the dispute. In March 2001, the Company obtained approximately $1.0
million in debt financing from Crestmark Bank, guaranteed by WCERS, for working
capital purposes including the payment of such contractors. The Company is in
the process of negotiating with such contractors. However, 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. In March 2000, the Company and Bass
Pro agreed to commence rental payments when the restaurant opens for business.
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 include, 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 and the failure of Buck & Bass to
perform quarterly customer satisfaction surveys 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.


                                       49
<PAGE>

In September 1999, Bass Pro declared the limited partnership agreement of Buck &
Bass L.P. and the commercial sublease agreement for the Grapevine site to be
breached and in default due to, among other things, the Company's failure to
make its required capital contribution. In February 2000, the Company made all
required capital contributions and satisfied all subcontractors' liens and
claims. In March 2000, the Company and Bass Pro L.P. agreed in writing to the
reinstatement of the limited partnership agreement and the commercial sublease.

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 $7.6 million and a working capital deficit of $3.5
million as of December 31, 2000. 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.

The Company is currently working to improve operating cash flows and
profitability by cutting and reducing expenses that are not essential to the
satisfaction of its customers. These include discontinuing the Birthday Club and
similar promotions, decreasing labor cost through better scheduling and
retention of current employees, reducing cost of sales by controlling portions
to specifications and entering into food purchasing contracts, eliminating
janitorial and other cleaning services provided by outside firms, and increasing
menu prices to improve margins.

Additionally the Company is seeking to refinance the Gaylord unit to provide the
liquidity required to repay current maturities of existing indebtedness, to
discharge of record outstanding liens and claims in connection with the
Grapevine unit and to fund initial contruction of the Nashville unit. The
Company anticipates that WCERS will provide it with approval for such
refinancing. Assuming that the Company obtains such refinancing, the Company
will then seek to have WCERS convert its convertible secured promissory note
with a principal amount of approximately $1.6 million into shares of the
Company's common stock. The elimination of certain WCERS debt service
obligations would provide the Company with additional working capital for
operations. Should the Company be unable to pay off current maturities of
existing indebtedness, discharge of record outstanding liens and claims in
connection with the Grapevine unit or fund initial construction of the Nashville
unit, its business, operating results, cash flows and financial condition would
be materially adversely affected.

The Company plans to explore the possibility of expanding its relationship with
the Mills Corporation to develop and open Big Buck Brewery & Steakhouses
adjacent to Bass Pro Outdoor World superstores in several other cities,
including, but not limited to, each of the following markets: Atlanta, Ft.
Lauderdale and the Washington, D.C. area. There can be no assurance that the
Company will enter into agreements to develop and open additional units. The
Company must raise substantial proceeds to finance any expansion. However, the
Company believes that the Mills Corporation would provide substantial tenant
allowances, thereby reducing the amount of other capital the Company would be
required to raise in connection with future expansion involving the Mills
Corporation.


                                       50
<PAGE>

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

       The disclosure called for by paragraph (a) of this item has been
"previously reported" as that term is defined in Rule 12b-2 under the Exchange
Act.


                                       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 April 11, 2001. Each director serves for a one-year
term expiring in 2001 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........       53     Chief Executive Officer,      Chief Executive Officer,           1993
                                         President and Chairman of     President and Chairman of
                                         the Board of Big Buck         the Board

Anthony P. Dombrowski......       40     Chief Financial Officer and   Chief Financial Officer             N/A
                                         Treasurer of Big Buck         and Treasurer

Timothy J. Pugh............       41     Executive Vice President of   Executive Vice President            N/A
                                         Operations of Big Buck        of Operations

Jonathon D. Ahlbrand.......       39     President and Chief           Director                           2001
                                         Executive Officer of The
                                         Center of American Jobs

Matthew P. Cullen..........       45     General Manager of General    Director                           2000
                                         Motors Enterprise Activity
                                         Group

Blair A. Murphy, D.O.......       47     Self-Employed Physician       Director                           1993

Henry T. Siwecki...........       56     Sole Owner and President of   Director                           1995
                                         Siwecki Construction

Casimer I. Zaremba.........       80     Private Investor              Director                           1993
</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.


                                       52
<PAGE>

       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. See "Certain Relationships and Related
Transactions." 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.

       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.

       Blair A. Murphy, D.O. is a founder of our company and has been a director
since our formation in 1993. Dr. Murphy has been a urological surgeon since 1990
and is presently a self-employed physician.

       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.

       Casimer I. Zaremba is a founder of our company and has been a director
since our formation in 1993. Mr. Zaremba has been a private investor for more
than the past five years.

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 (1) one report on Form 3 setting
forth the appointment of Timothy J. Pugh as Executive Vice President of
Operations, (2) one report on Form 3 setting forth the appointment of Matthew P.
Cullen to the board of directors, (3) one report on Form 3 setting forth the
appointment of Dennis B. Sullivan to the board of directors, (4) one report on
Form 3 setting forth the appointment of Jonathon D. Ahlbrand to the board of
directors, (5) one report on Form 4 setting forth the open market purchase of
5,000 shares of common stock by Dennis B. Sullivan on August 1, 2000, and (6)
one report on Form 5 setting forth the automatic grant of stock options to
purchase 20,000 shares of common stock received by Matthew P. Cullen on December
1, 2000, were not filed on a timely basis. In addition, we believe that one
report on Form 5 setting forth the automatic grant of stock options to purchase
20,000 shares of common stock received by Casimer I. Zaremba on December 1,
2000, has not been filed.


                                       53
<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
                                                                                        -----------------------
                                                                      OTHER ANNUAL            SECURITIES
     NAME AND PRINCIPAL POSITION             YEAR       SALARY        COMPENSATION        UNDERLYING OPTIONS
---------------------------------------      ----       ------        ------------      -----------------------
<S>                                          <C>      <C>             <C>               <C>
William F. Rolinski . . . . . . . . . .       2000    $153,247          $     0                  32,037
  Chief Executive Officer, President          1999    $157,219          $     0                       0
  and Chairman of the Board                   1998    $151,586          $     0                  30,000

Gary J. Hewett (1) . . . . . . . . . . .      2000    $119,795          $26,383(2)               24,328
  Former Chief Operating Officer,             1999    $134,553          $     0                       0
  Executive Vice President and Director       1998    $130,845          $     0                  25,000

Anthony P. Dombrowski . . . . . . . . .       2000    $ 94,742          $     0                  14,962
  Chief Financial Officer and                 1999    $ 97,321          $     0                       0
  Treasurer                                   1998    $ 92,885          $     0                  20,000
</TABLE>
----------
(1)  Mr. Hewett resigned from his positions as Chief Operating Officer,
     Executive Vice President and a director on November 3, 2000.
(2)  Represents the forgiveness of certain of Mr. Hewett's indebtedness to the
     company.

       The following table sets forth each grant of stock options during 2000 to
the Named Executive Officers. No stock appreciation rights were granted during
2000.

                        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. . . . . . . .         12,037             9.8%               $2.125               01/28/10
                                           20,000            16.2%               $2.125               01/28/10

Gary J. Hewett (3) . . . . . . . .          8,328             6.8%               $2.125               01/28/10
                                           16,000            13.0%               $2.125               01/28/10

Anthony P. Dombrowski . . . .               4,962             4.0%               $2.125               01/28/10
                                           10,000             8.1%               $2.125               01/28/10
</TABLE>
----------
(1)  These options became exercisable immediately upon grant.
(2)  Fair market value per share on the date of grant.
(3)  Due to Mr. Hewett's resignation, these options expired on February 3, 2001.


                                       54
<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 . . . . . . . . . . . . . .      118,287          18,750            $0            $0

Gary J. Hewett (2). . . . . . . . . . . . . . .      198,078          31,250            $0            $0

Anthony P. Dombrowski . . . . . . . . . . . . .      112,962          15,000            $0            $0
</TABLE>
----------
(1)  Market value of underlying securities at fiscal year end minus the exercise
     price.
(2)  Due to Mr. Hewett's resignation, these options expired on February 3, 2001.

COMPENSATION OF DIRECTORS

       Our non-employee directors receive no fees for their services as
director. Each outside director receives $500 for each regularly scheduled
meeting of the board he or she attends. Board members are also paid their
expenses, if any, which are incurred solely in connection with our business
purposes. During 2000, our non-employee directors received options (described
below) pursuant to the 1996 Director Stock Option Plan and the 2000 Stock Option
Plan.

       On January 1, 2000, we granted an option, under the 1996 Director Stock
Option Plan, for the purchase of 5,000 shares of common stock to each
non-employee director elected by the shareholders. On September 29, 2000, we
terminated the 1996 Director Stock Option Plan.

       On November 14, 2000, our shareholders approved the 2000 Stock Option
Plan. On December 1, 2000, 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.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS

       We had agreed to pay our former Chief Operating Officer and Executive
Vice President, Gary J. Hewett, six months' salary upon termination of
employment, unless such termination was for cause. This agreement terminated
without payment due to Mr. Hewett's resignation on November 3, 2000. To date, we
have not entered into any agreements providing for the continued employment of
our personnel.


                                       55
<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 April 11, 2001, 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, and (d) all current 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 that 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
-----------------------------------------------------------------------              ------------       ---------
<S>                                                                                  <C>                <C>
Wayne County Employees' Retirement System(2)                                          3,622,578             39.8%
     400 Monroe Street, Suite 230
     Detroit, Michigan 48226
Michael G. Eyde(3)                                                                    1,595,481             21.9
     6250 West Michigan Avenue
     Lansing, Michigan 48917
Perkins Capital Management, Inc.(4)                                                   1,171,600             18.8
     730 East Lake Street
     Wayzata, Minnesota 55391
William F. Rolinski(5)                                                                  958,895             16.2
Casimer I. Zaremba(6)(7)                                                                700,007             12.0
Blair A. Murphy, D.O.(6)                                                                660,007             11.3
FMR Corp.(8)                                                                            522,500              9.0
     82 Devonshire Street
     Boston, Massachusetts 02109
The Perkins Opportunity Fund(9)                                                         500,000              8.2
     730 East Lake Street
     Wayzata, Minnesota 55391
Richard W. Perkins(10)                                                                  355,000              5.8
     730 East Lake Street
     Wayzata, Minnesota 55391
Henry T. Siwecki(6)                                                                     155,989              2.7
Anthony P. Dombrowski(11)                                                               118,962              2.0
Jonathon D. Ahlbrand(12)                                                                 64,582              1.1
Gary J. Hewett                                                                              421              *
Matthew P. Cullen                                                                             0              0
Timothy J. Pugh                                                                               0              0
All Executive Officers and Directors as a Group (8 persons)(13)                       2,658,863             43.1%
----------
</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
       common stock within 60 days. The number of shares beneficially owned
       includes shares issuable pursuant to warrants and stock options that are
       exercisable within 60 days of


                                       56
<PAGE>

       March 31, 2001. Unless otherwise indicated, the address for each listed
       shareholder is c/o Big Buck Brewery & Steakhouse, Inc., 550 South
       Wisconsin Street, Gaylord, Michigan 49734.

(2)    Includes 200,000 shares subject to a currently exercisable warrant and
       3,099,172 shares subject to currently convertible promissory notes.

(3)    Includes (a) 50,000 shares subject to a currently exercisable option, (b)
       25,000 shares subject to a currently exercisable warrant, (c) 200,000
       shares subject to currently convertible promissory notes, and (d)
       1,200,000 shares issuable pursuant to our real estate purchase and
       leaseback agreement with Mr. Eyde, dated August 1, 1997.

(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 22, 2001. Represents (a) 181,800 shares
       owned by the clients of PCM, (b) 134,800 shares subject to currently
       exercisable warrants owned by the clients of PCM, (c) 200,000 shares
       owned by POF, (d) 300,000 shares subject to currently exercisable
       warrants owned by POF, and (e) 355,000 shares subject to currently
       exercisable warrants owned by Mr. Perkins. 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 1,171,600
       shares. PCM disclaims beneficial ownership of the securities owned by POF
       and Mr. Perkins.

(5)    Includes 118,287 shares subject to currently exercisable options.

(6)    Includes 25,000 shares subject to currently exercisable options.

(7)    Beneficial ownership of 450,005 of these shares is shared with Walter
       Zaremba, Casimer Zaremba's brother.

(8)    As set forth in Schedule 13G filed with the SEC by FMR Corp., Edward C.
       Johnson 3d and Abigail P. Johnson on February 13, 2001. 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 522,500 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 522,500 shares. Edward C.
       Johnson 3d, FMR Corp., through its control of Fidelity, and the funds
       each has sole power to dispose of the 522,500 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.

(9)    As set forth in Schedule 13G filed with the SEC by PCM, POF and Richard
       W. Perkins on January 22, 2001. Includes 300,000 shares subject to
       currently exercisable warrants.

(10)   As set forth in Schedule 13G filed with the SEC by PCM, POF and Richard
       W. Perkins on January 22, 2001. Represents shares subject to currently
       exercisable warrants.

(11)   Includes 112,962 shares subject to currently exercisable options.

(12)   Represents 50,000 shares subject to a currently exercisable warrant held
       by Private Equity, LLC and 14,582 shares subject to a currently
       exercisable warrant held by Seger Financial, Inc.

(13)   Includes 306,249 shares subject to currently exercisable options and
       64,582 shares subject to currently exercisable warrants.


                                       57
<PAGE>

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       We formerly had a loan agreement with NBD Bank for three separate loan
facilities aggregating $3.0 million. Messrs. Rolinski, Murphy and Zaremba, each
a director of our company, personally guaranteed repayment of all amounts under
this loan agreement. In February 2000, we obtained financing from WCERS which
enabled us (a) repay then outstanding loans from NBD Bank and Crestmark Bank in
full and (b) to make all required capital contributions and satisfy all
subcontractors' liens and claims in connection with the Grapevine unit. Messrs.
Rolinski, Murphy and Zaremba 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. Messrs. Rolinski, Murphy and Zaremba do
not intend to personally guarantee our future obligations.

       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 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.
Jonathon D. 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.


                                       58
<PAGE>

       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 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. Jonathon D. Ahlbrand,
one of our directors, is a managing member of Private Equity and was paid
$133,750 of the above-referenced commissions.

       We have also entered into various transactions with Michael G. Eyde and
WCERS, each a beneficial owner of more than five percent of our common stock.
For information regarding such transactions, see "Description of Property -
Grand Rapids and Auburn Hills" and "Management's Discussion and Analysis or Plan
of Operation - Liquidity and Capital Resources."

       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.

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, 2000, we filed a Current Report on Form 8-K
              relating to an amendment to our Restated Articles of
              Incorporation. We filed no other Current Reports on Form 8-K
              during the quarter ended December 31, 2000.


                                       59
<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 12, 2001.

                                        BIG BUCK BREWERY & STEAKHOUSE, INC.

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

       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 12, 2001
--------------------------------------------      Director (Principal Executive Officer)
              William F. Rolinski


  /s/ Anthony P. Dombrowski                       Chief Financial Officer and Treasurer       April 12, 2001
--------------------------------------------      (Principal Accounting Officer and
             Anthony P. Dombrowski                Principal Financial Officer)


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

                                                  Director
--------------------------------------------
             Blair A. Murphy, D.O.

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

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

                                                  Director
--------------------------------------------
               Casimer I. Zaremba

By  /s/ William F. Rolinski                                                                   April 12, 2001
  ------------------------------------------
         William F. Rolinski
         Attorney-In-Fact
</TABLE>


                                       60
<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)).
   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.*
   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)).
   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)).
</TABLE>


                                       61
<PAGE>

<TABLE>
<S>           <C>
   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)).
   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)).
</TABLE>


                                       62
<PAGE>

<TABLE>
<S>           <C>
   10.29      Promissory Note in the principal amount of $37,232.28, issued by Gary J. Hewett, Maker, to Big Buck, Payee, dated
              June 30, 1999 (incorporated by reference to our Annual Report on Form 10-KSB, filed on March 31, 2000
              (File No. 0-20845)).
   10.30      Promissory Note in the principal amount of $13,500.00, issued by Gary J. Hewett, Maker, to Big Buck, Payee, dated
              June 30, 1999 (incorporated by reference to our Annual Report on Form 10-KSB, filed on March 31, 2000
              (File No. 0-20845)).
   10.31      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)).
   10.32      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)).
   10.33      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)).
   10.34      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)).
   10.35      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)).
   10.36      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)).
   10.37      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)).
   10.38      First Loan Modification Agreement by and between Wayne County Employees' Retirement System and Big Buck, dated
              August 21, 2000.*
   10.39      Second Loan Modification Agreement by and between Wayne County Employees' Retirement System and Big Buck, dated
              October 1, 2000.*
   10.40      Third Loan Modification Agreement by and between Wayne County Employees' Retirement System and Big Buck, dated
              February 20, 2001.*
   10.41      Letter Agreement between Wayne County Employees' Retirement System and Big Buck, dated February 1, 2001.*
   10.42      Letter Agreement between Wayne County Employees' Retirement System and Big Buck, dated February 4, 2000.*
   10.43      Promissory Note in the principal amount of $12,000.00, issued by Anthony P. Dombrowski, Maker, to Big Buck, Payee,
              dated April 18, 2000.*
   10.44      Promissory Note in the principal amount of $100,000.00, issued by Big Buck, Maker, to Michael G. Eyde, Payee,
              dated December 4, 2000.*
   10.45      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.*
   10.46      Loan Agreement by and between Crestmark Bank and Big Buck, dated March 16, 2001.*
   10.47      Form of First Amendment to 10% Convertible Subordinated Promissory Note.*
   10.48      Shopping Center Lease between Opry Mills Limited Partnership, Landlord, and Big Buck, Tenant, for Opry Mills
              Shopping Center, Nashville, Tennessee, dated November 9, 2000.*
   10.49      Letter Agreement between Wayne County Employees' Retirement System and Big Buck, dated April 3, 2001.
</TABLE>


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<PAGE>

<TABLE>
<S>           <C>
   16         Letter on Change in Certifying Accountant (incorporated by reference to our Current Report on Form 8-K, filed
              on January 4, 2000 (File No. 0-20845)).
   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>
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   *  Previously filed.


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