**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, DC 20549**

 

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**FORM 10-QSB/A**

 

| ý | ** ** | **QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 27,  2004** |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------|
|   |       |                                                                                                                                      |
| **o**  | ** ** | **TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                   |

 

**Commission File Number 000-29643**

 
| **GRANITE CITY FOOD & BREWERY LTD.**                           |
|--------------------------------------------------------------------|
| (Exact Name of Small Business Issuer as  Specified in Its Charter) |
|                                                               |   |   |
| **Minnesota**                                                      | ** ** | **41-1883639** |
| (State or Other Jurisdiction  of Incorporation or Organization)    |   | (I.R.S. Employer  Identification No.) |
|                                                               |   |   |
| **5831 Cedar Lake Road**                                           |
| **St. Louis Park, MN 55416**                                       |
| **(952) 525-2070**                                                 |
| (Address of Principal Executive Offices and  Issuer’s         |
| Telephone Number, including Area Code)                             |

 

Check whetherthe issuer:  (1) filed all reportsrequired to be filed by Section 13 or 15(d) of the Exchange Act during the past12 months (or such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90days.

 

Yes ý  No o.

 

As of July 16,2004, the issuer had outstanding 4,311,284 shares of common stock and 1,000,000Class A Warrants.  The number ofoutstanding shares of common stock includes the shares issuable upon separationof the units, each consisting of one share of common stock and one redeemableClass A Warrant, sold in the issuer’s initial public offering.

 

Transitional Small Business Disclosure Format:

Yes o  No ý.

 

 

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**PARTI     FINANCIAL INFORMATION**

 

**ITEM1  Financial Statements**

 

**GRANITECITY FOOD & BREWERY LTD.**

 

# **CONDENSED BALANCE SHEET**

**(Unaudited)**

 
| ** **                                                                                                                     | ** ** | **June 27, 2004  (Restated)** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|------------|
|                                                                                                                           |       |                               |       |
| Current assets:                                                                                                                |       |                               |       |
| Cash                                                                                                                           |       | $                                  | 704,439    |   |
| Inventory                                                                                                                      |       | 277,297                            |       |
| Prepaids and other                                                                                                             |       | 268,368                            |       |
| Total current assets                                                                                                           |       | 1,250,104                          |       |
|                                                                                                                           |       |                               |       |
| Property and equipment, net                                                                                                    |       | 22,137,100                         |       |
| Intangible assets and other                                                                                                    |       | 401,262                            |       |
| Total assets                                                                                                                   |       | $                                  | 23,788,466 |   |
|                                                                                                                           |       |                               |       |
| Current liabilities:                                                                                                           |       |                               |       |
| Accounts payable                                                                                                               |       | $                                  | 861,517    |   |
| Accrued expenses                                                                                                               |       | 1,840,715                          |       |
| Line of credit                                                                                                                 |       | 95,348                             |       |
| Long-term debt, current portion                                                                                                |       | 226,874                            |       |
| Capital lease obligations, current portion                                                                                     |       | 504,612                            |       |
| Total current liabilities                                                                                                      |       | 3,529,066                          |       |
|                                                                                                                           |       |                               |       |
| Long-term debt, net of current portion                                                                                         |       | 2,611,477                          |       |
| Capital lease obligations, net of current  portion                                                                             |       | 12,012,146                         |       |
| Total liabilities                                                                                                              |       | 18,152,689                         |       |
|                                                                                                                           |       |                               |       |
| Shareholders’ equity:                                                                                                     |       |                               |       |
| Common stock, $0.01 par value, 90,000,000  shares authorized; 4,311,284 shares issued and outstanding                          |       | 43,113                             |       |
| Preferred stock, $0.01 par value,  10,000,000 authorized; 54,355 Series A Convertible Preferred shares issued  and outstanding |       | 544                                |       |
| Additional paid-in capital                                                                                                     |       | 12,544,924                         |       |
| Accumulated deficit                                                                                                            |       | (6,952,804                         | )          |
| Total shareholders’ equity                                                                                                |       | 5,635,777                          |       |
|                                                                                                                           |       |                               |       |
| Total liabilities and shareholders’ equity                                                                                |       | $                                  | 23,788,466 |   |

 

See notes tocondensed financial statements.

 

1

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**GRANITECITY FOOD & BREWERY LTD.**

 

**CONDENSED STATEMENTS OF OPERATIONS**

**(Unaudited)**

** **
| ** **                                              | ** ** | **Thirteen Weeks Ended** | ** ** | **Twenty-six Weeks Ended** | ** ** |
|---------------------------------------------------------|------------|--------------------------|------------|----------------------------|------------|
| ** **                                              | ** ** | **June 29, 2003**   | ** ** | **June 27, 2004**     | ** ** | **June 29, 2003** | ** ** | **June 27, 2004** | ** ** |
|                                                    |       |                     |       |                       |       |   |   |   |   |
| Restaurant revenues                                     |       | $                        | 3,111,026  |                       | $          | 7,625,932 |   | $ | 5,981,186 |   | $ | 13,918,803 |   |
|                                                    |       |                     |       |                       |       |   |   |   |   |
| Cost of sales:                                          |       |                     |       |                       |       |   |   |   |   |
| Food, beverage and retail                               |       | 909,316                  |       | 2,333,702                  |       | 1,728,198 |   | 4,209,817 |   |
| Labor                                                   |       | 1,061,028                |       | 2,526,463                  |       | 2,046,861 |   | 4,569,684 |   |
| Direct and occupancy                                    |       | 653,660                  |       | 1,382,331                  |       | 1,316,927 |   | 2,647,193 |   |
| Total cost of sales                                     |       | 2,624,004                |       | 6,242,496                  |       | 5,091,986 |   | 11,426,694 |   |
|                                                    |       |                     |       |                       |       |   |   |   |   |
| Pre-opening                                             |       | —                   |       | 483,349                    |       | — |   | 748,323 |   |
| General and administrative                              |       | 412,806                  |       | 605,478                    |       | 706,423 |   | 1,194,062 |   |
| Depreciation and amortization                           |       | 197,159                  |       | 384,970                    |       | 390,195 |   | 715,010 |   |
|                                                    |       |                     |       |                       |       |   |   |   |   |
| Operating loss                                          |       | (122,943                 | )          | (90,361                    | )          | (207,418 | ) | (165,286 | ) |
|                                                    |       |                     |       |                       |       |   |   |   |   |
| Interest:                                               |       |                     |       |                       |       |   |   |   |   |
| Income                                                  |       | 23,581                   |       | 221                        |       | 46,882 |   | 4,192 |   |
| Expense                                                 |       | (121,727                 | )          | (279,125                   | )          | (245,175 | ) | (511,298 | ) |
| Net other expense                                       |       | (98,146                  | )          | (278,904                   | )          | (198,293 | ) | (507,106 | ) |
|                                                    |       |                     |       |                       |       |   |   |   |   |
| Net loss                                                |       | (221,089                 | )          | (369,265                   | )          | (405,711 | ) | (672,392 | ) |
| Less preferred stock dividends declared                 |       | (168,732                 | )          | (108,710                   | )          | (265,081 | ) | (455,816 | ) |
| Net loss available to common shareholders               |       | $                        | (389,821   | )                          | $          | (477,975 | ) | $ | (670,792 | ) | $ | (1,128,208 | ) |
|                                                    |       |                     |       |                       |       |   |   |   |   |
| Loss per common share, basic and diluted                |       | $                        | (0.10      | )                          | $          | (0.11 | ) | $ | (0.17 | ) | $ | (0.27 | ) |
|                                                    |       |                     |       |                       |       |   |   |   |   |
| Weighted average shares outstanding, basic  and diluted |       | 3,871,101                |       | 4,271,439                  |       | 3,858,208 |   | 4,202,186 |   |

 

Seenotes to condensed financial statements.

 

2

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**GRANITECITY FOOD & BREWERY LTD.**

 

**CONDENSEDSTATEMENTS OF CASH FLOWS**

**(Unaudited)**

** **
| ** **                                                                                 | ** ** | **Twenty-six Weeks Ended** | ** ** |
|--------------------------------------------------------------------------------------------|------------|----------------------------|------------|
| ** **                                                                                 | ** ** | **June 29, 2003**     | ** ** | **June 27, 2004** | ** ** |
|                                                                                       |       |                       |       |   |   |
| Cash flows from operating activities:                                                      |       |                       |       |   |   |
| Net loss                                                                                   |       | $                          | (405,711   | ) | $ | (672,392 | ) |
| Adjustments to reconcile net loss to net  cash provided by (used in) operating activities: |       |                       |       |   |   |
| Depreciation and amortization                                                              |       | 390,195                    |       | 715,010 |   |
| Stock option/warrant compensation                                                          |       | —                     |       | 12,780 |   |
| Decrease (increase) in:                                                                    |       |                       |       |   |   |
| Inventory                                                                                  |       | (72                        | )          | (100,121 | ) |
| Prepaids and other                                                                         |       | (64,675                    | )          | (122,511 | ) |
| Increase (decrease) in:                                                                    |       |                       |       |   |   |
| Accounts payable                                                                           |       | (12,833                    | )          | 391,473 |   |
| Accrued expenses                                                                           |       | (226,753                   | )          | 438,764 |   |
| Net cash provided by (used in) operating  activities                                       |       | (319,849                   | )          | 663,003 |   |
|                                                                                       |       |                       |       |   |   |
| Cash flows from investing activities:                                                      |       |                       |       |   |   |
| Purchase of:                                                                               |       |                       |       |   |   |
| Property and equipment                                                                     |       | (908,056                   | )          | (1,979,625 | ) |
| Intangible assets and other                                                                |       | (12,327                    | )          | (29,561 | ) |
| Net cash used in investing activities                                                      |       | (920,383                   | )          | (2,009,186 | ) |
|                                                                                       |       |                       |       |   |   |
| Cash flows from financing activities:                                                      |       |                       |       |   |   |
| Payments on capital lease obligations                                                      |       | (129,057                   | )          | (223,642 | ) |
| Payments on long term-debt                                                                 |       | (15,331                    | )          | (90,985 | ) |
| Proceeds from (payments on) line of credit                                                 |       | —                     |       | 95,348 |   |
| Payment of dividends                                                                       |       | (168,348                   | )          | (36 | ) |
| Proceeds from long-term debt                                                               |       | —                     |       | 750,000 |   |
| Proceeds from issuance of stock                                                            |       | 1,448,987                  |       | 79,977 |   |
| Net cash provided by financing activities                                                  |       | 1,136,251                  |       | 610,662 |   |
|                                                                                       |       |                       |       |   |   |
| Net decrease in cash                                                                       |       | (103,981                   | )          | (735,521 | ) |
| Cash, beginning                                                                            |       | 3,521,842                  |       | 1,439,960 |   |
| Cash, ending                                                                               |       | $                          | 3,417,861  |   | $ | 704,439 |   |
|                                                                                       |       |                       |       |   |   |
| Supplemental disclosure of non-cash  investing activities:                                 |       |                       |       |   |   |
| Buildings acquired under capital lease  agreements                                         |       | $                          | —     |   | $ | 5,675,128 |   |

 

See notes tocondensed financial statements.

 

3

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**GRANITECITY FOOD & BREWERY LTD.**

 

**NOTES TOCONDENSED FINANCIAL STATEMENTS**

**(Unaudited)**

 

Thirteen andtwenty-six weeks ended June 29, 2003 and June 27, 2004

 

**1.     Natureof business and basis of presentation:**

 

Nature of business:

Granite City Food & Brewery Ltd. (“theCompany”) was formed to develop and operate casual dining restaurants featuringon-premise breweries.  The Company isdeveloping these restaurant-microbreweries, known as Granite City Food &Brewery®, in selected markets throughout the United States.  The theme is casual dining with a widevariety of menu items that are prepared fresh daily, combined with freshly brewedhand-crafted beers made on-premise.  TheCompany produces its beer using a process called Fermentus InterruptusTM, whichis intended to maintain high beer quality while enhancing overall profitabilityby reducing unit-level brewing costs. The first facility, located in St. Cloud, Minnesota, opened in July1999.  Subsequently, the Company openedrestaurants in Sioux Falls, South Dakota; Fargo, North Dakota; West Des Moines,Cedar Rapids and Davenport, Iowa, Lincoln, Nebraska and Minneapolis, Minnesota.

 

The Company’s current expansion strategy focuses on development ofrestaurants in markets where management believes the Company’s concept willhave broad appeal and attractive restaurant-level economics.

 

Interim financial statements:

The Company has prepared the condensedfinancial statements for the thirteen and twenty-six weeks ended June 29,2003 and June 27, 2004 without audit by the Company’s independentauditors.  In the opinion of theCompany’s management, all adjustments necessary to present fairly the financialposition of the Company at June 27, 2004 and the results of operations andcash flows for the periods ended June 29, 2003 and June 27, 2004 havebeen made. Those adjustments consist only of normal and recurring adjustments.

 

Certain information and note disclosuresnormally included in the Company’s annual financial statements have beencondensed or omitted.  These condensedfinancial statements should be read in conjunction with the financialstatements and notes thereto included in the Company’s Annual Report on Form10-KSB for the fiscal year ended December 28, 2003, filed with the Securitiesand Exchange Commission on March 29, 2004, as amended on December 21, 2004.

 

The results of operations for the thirteenand twenty-six weeks ended June 27, 2004 are not necessarily indicative ofthe results to be expected for the entire year.

 

4

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Earnings (loss) per share:

Basic earnings (loss) percommon share is calculated by dividing net income (loss) less preferred stockdividends declared by the weighted average number of common shares outstanding.  Diluted earnings (loss) per common shareassumes that outstanding common shares were increased by shares issuable uponexercise of stock options and warrants for which market price exceeds exerciseprice, less shares which could have been purchased by the Company with therelated proceeds.  Calculations of theCompany’s net loss per common share for the thirteen and twenty-six weeks endedJune 29, 2003 and June 27, 2004 are set forth in the following table:

 
| ** **                                              | ** ** | **Thirteen Weeks Ended** | ** ** | **Twenty-six Weeks Ended** | ** ** |
|---------------------------------------------------------|------------|--------------------------|------------|----------------------------|------------|
| ** **                                              | ** ** | **June 29, 2003**   | ** ** | **June 27, 2004**     | ** ** | **June 29, 2003** | ** ** | **June 27, 2004** | ** ** |
|                                                    |       |                     |       |                       |       |   |   |   |   |
| Net loss                                                |       | $                        | (221,089   | )                          | $          | (369,265 | ) | $ | (405,711 | ) | $ | (672,392 | ) |
| Less dividends declared                                 |       | (168,732                 | )          | (108,710                   | )          | (265,081 | ) | (455,816 | ) |
| Net loss available to common shareholders               |       | $                        | (389,821   | )                          | $          | (477,975 | ) | $ | (670,792 | ) | $ | (1,128,208 | ) |
|                                                    |       |                     |       |                       |       |   |   |   |   |
| Loss per common share, basic and diluted                |       | $                        | (0.10      | )                          | $          | (0.11 | ) | $ | (0.17 | ) | $ | (0.27 | ) |
|                                                    |       |                     |       |                       |       |   |   |   |   |
| Weighted average shares outstanding, basic  and diluted |       | 3,871,101                |       | 4,271,439                  |       | 3,858,208 |   | 4,202,186 |   |

 

**2.     Stockcompensation:**

 

The Company accounts for its stock-basedcompensation awards using the intrinsic value method prescribed by AccountingPrinciples Board (APB) Opinion No. 25, *Accountingfor Stock Issued to Employees. *Nocompensation cost has been recognized for options issued to employees when theexercise price of the options granted is at least equal to the fair value ofthe common stock on the date of grant. Had compensation cost been determined consistent with Statement ofFinancial Accounting Standard (SFAS) No. 123, *Accountingfor Stock-Based Compensation*, as amended by SFAS No. 148, *Accounting for Stock-Based Compensation—Transitionand Disclosure,* the Company’s net loss and net loss per common sharewould have been changed to the following pro forma amounts:

 
| ** **                                                                                                                                  | ** ** | **Thirteen Weeks Ended** | ** ** | **Twenty-six Weeks Ended** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------|------------|----------------------------|------------|
| ** **                                                                                                                                  | ** ** | **June 29, 2003**   | ** ** | **June 27, 2004**     | ** ** | **June 29, 2003** | ** ** | **June 27, 2004** | ** ** |
| Net income (loss):                                                                                                                          |       |                     |       |                       |       |   |   |   |   |
| As reported                                                                                                                                 |       | $                        | (221,089   | )                          | $          | (369,265 | ) | $ | (405,711 | ) | $ | (672,392 | ) |
| Less: Total stock-based employee  compensation expense determined under fair value based method for all awards,  net of related tax effects |       | $                        | (73,470    | )                          | $          | (168,831 | ) | $ | (215,013 | ) | $ | (322,523 | ) |
| Pro forma                                                                                                                                   |       | $                        | (294,559   | )                          | $          | (538,096 | ) | $ | (620,724 | ) | $ | (994,915 | ) |
|                                                                                                                                        |       |                     |       |                       |       |   |   |   |   |
| Net income (loss) per common share                                                                                                          |       |                     |       |                       |       |   |   |   |   |
| Basic and diluted as reported                                                                                                               |       | $                        | (0.10      | )                          | $          | (0.11 | ) | $ | (0.17 | ) | $ | (0.27 | ) |
| Basic and diluted pro forma                                                                                                                 |       | $                        | (0.12      | )                          | $          | (0.15 | ) | $ | (0.23 | ) | $ | (0.35 | ) |

 

5

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The fair value of each option grant for thepro forma disclosure required by SFAS No. 123, as amended by SFAS No. 148, isestimated on the grant date using the Black-Scholes option-pricing model withthe following assumptions for the grants:

** **
| ** **              | ** ** | **2003**   | ** ** | **2004**   | ** ** |
|-------------------------|------------|------------|------------|------------|------------|
| Dividend yield          |       | None       |       | None       |       |
| Expected volatility     |       | 78.6%      |       | 71.4%      |       |
| Expected life of option |       | 5-10 years |       | 5-10 years |       |
| Risk-free interest rate |       | 3.4%       |       | 4.8%       |       |

 

**3.     Changein capitalization:**

 

Exercise of warrants and options:

 

Duringthe first quarter of 2004, the Company issued an aggregate of 40,822 shares ofcommon stock to accredited investors, upon the conversion of 645 shares ofSeries A Convertible Preferred Stock originally issued on October 1, 2002.  The convertible preferred stock was convertedat $1.58 per share.

 

Duringthe first quarter of 2004, the Company issued 31,645 shares of common stock toaccredited investors upon the exercise for cash of warrants originally issuedon October 1, 2002, in connection with a private placement of Series A ConvertiblePreferred Stock and warrants.  Eachwarrant was exercised at $1.58 per share.

 

As part of the Company’s initial publicoffering, the Company sold to the underwriter, for $100, stock purchasewarrants for the purchase of an aggregate of 100,000 units exercisable at $4.95per unit after June 6, 2001. Each unit consists of one share of commonstock and one warrant to purchase one share of common stock at an exerciseprice of $5.00 per share, subject to adjustment.  The agreement that set forth the terms andconditions of these warrants contains certain anti-dilution provisions.  Pursuant to these provisions, the number ofshares purchasable upon exercise of these warrants and the related purchaseprice both required adjustment upon the issuance of common stock in lieu ofcash dividends to the holders of the Company’s Series A Convertible PreferredStock.  These warrants also provide for acashless exercise provision and expire on June 6, 2005.  During the first quarter of 2004, the Companyissued 6,514 units upon the cashless exercise of 19,368 of such warrants.  As a result of these exercises and theanti-dilution adjustments, as of June 27, 2004, the number of unitspurchasable under this agreement was 87,670 and the exercise price was $4.61.

 

OnJune 8, 2004, the Company issued 15,822 shares of common stock to anaccredited investor upon the exercise for cash of warrants originally issued onOctober 1, 2002, in connection with a private placement of Series A ConvertiblePreferred Stock and warrants.  Eachwarrant was exercised at $1.58 per share.

 

OnJune 10, 2004, the Company issued an aggregate of 31,645 shares of commonstock to an accredited investor, upon the conversion of 500 shares of Series AConvertible Preferred Stock originally issued on October 1, 2002.  The convertible preferred stock was convertedat $1.58 per share.

 

6

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As part of the Company’s initial public offering, the Company sold1,000,000 units, each unit consisting of one share of common stock and oneredeemable Class A warrant.  Each Class Awarrant entitles the holder to purchase one share of common stock at anexercise price of $5.00 per share.  Theagreement that set forth the terms and conditions of the Class A Warrantscontains certain anti-dilution provisions. Pursuant to these provisions, the number of shares purchasable uponexercise of these warrants and the related purchase price both requiredadjustment upon the issuance of common stock in lieu of cash dividends to theholders of the Company’s Series A Convertible Preferred Stock. As a result ofthese adjustments and the issuance, pursuant to Registration File No.333-93459, of 1,072 shares of common stock upon the exercise of such warrantsin May 2004 at an exercise price of $4.66, the number of shares purchasableunder this agreement at June 27, 2004 was 1,071,889 and the exercise pricewas $4.66 per share.  The warrants expireon June 6, 2005.

 

Dividends:

On December 10, 2003, the Company authorized payment of dividends to holdersof its preferred stock as of December 23, 2003. Such dividends were paid on December 31, 2003 through the issuance of anaggregate of 70,230 shares of common stock valued at $1.58 per share.  The closing price of the stock on December23, 2003 was $3.97 per share. Additionally, $37 cash in lieu of fractional shares was distributed.

 

On March 11, 2004, the Company authorizedpayment of dividends to holders of its preferred stock as of March 23,2004.  Such dividends were paid on March31, 2004 through the issuance of an aggregate of 69,414 shares of common stockvalued at $1.58 per share.  The closingprice of the stock on March 23, 2004 was $5.00 per share.  Additionally, $36 cash in lieu of fractionalshares was distributed.

 

On June 15, 2004, the Company authorizedcash payment of dividends to holders of its preferred stock as of June 23,2004.  Such dividends aggregated $108,710and were included in accrued expenses on the Company’s balance sheet at June 27,2004.  Such dividends were paid on June 30,2004.

 

**4.     Lineof Credit:**

 

In April 2004, the Company entered into a revolving line of creditagreement with maximum availability of $750,000 with an independent financialinstitution.  The Company pays 6.75%annual interest on amounts it borrows.  Thisline of credit expires September 1, 2004. The line of credit is secured by substantially all the personal propertyof the Company and is guaranteed by one of the Company’s directors.  As of June 27, 2004, the Company had$95,348 outstanding on this line.

 

**5.     Restatement:**

 

The financial statements for the year endedDecember 29, 2002 have been restated to record a beneficial conversion featurereducing retained earnings and increasing additional paid-in-capital by $1,958,572.  The balance sheet presented herein has beenrestated to reflect this change.

 

7

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**SIGNATURES**

 

 

In accordance with the requirements of the ExchangeAct, the registrant caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

 
|                          |   | GRANITE CITY FOOD &  BREWERY LTD. |
|-------------------------------|--------|---------------------------------------|
|                          |   |                                  |
|                          |   |                                  |
| Date:  December 21, 2004 | By:    | /s/ Monica A. Underwood               |   |
|                          |   | Monica A. Underwood                   |
|                          |   | Interim Chief Financial  Officer and  |
|                          |   | Corporate Controller                  |

 

8

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**INDEX TO EXHIBITS**

 
| **Exhibit Number** | ** ** | **Description**                                                                                                                                                                                                                                                                               |
|--------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |       |                                                                                                                                                                                                                                                                                          |
| 10.1               |       | Business Loan  Agreement between Granite City Food & Brewery Ltd. and First National  Bank, dated April 14, 2004 (incorporated by reference to our Quarterly Report  on Form 10-QSB, filed on May 3, 2004 (File No. 0-29643)).                                                            |
|               |       |                                                                                                                                                                                                                                                                                          |
| 10.2               |       | Promissory Note  for the principal sum of $750,000 issued by Granite City Food & Brewery  Ltd., Borrower, to First National Bank, Lender, dated April 14, 2004 (incorporated by reference to our  Quarterly Report on Form 10-QSB, filed on May 3, 2004 (File No. 0-29643)).              |
|               |       |                                                                                                                                                                                                                                                                                          |
| 10.3               |       | Commercial  Guarantee Agreement between Granite City Food & Brewery Ltd., Borrower,  First National Bank, Lender, and Steven J. Wagenheim, Guarantor, dated April  14, 2004 (incorporated by reference to our Quarterly Report on Form 10-QSB,  filed on May 3, 2004 (File No. 0-29643)). |
|               |       |                                                                                                                                                                                                                                                                                          |
| 31.1               |       | Certification by  Steven J. Wagenheim, President and Chief Executive Officer of the Company,  pursuant to Exchange Act Rule 13a-14, as adopted pursuant to Section 302 of  the Sarbanes-Oxley Act of 2002.                                                                                    |
|               |       |                                                                                                                                                                                                                                                                                          |
| 31.2               |       | Certification by  Monica A. Underwood, Interim Chief Financial Officer and Corporate Controller  of the Company, pursuant to Exchange Act Rule 13a-14, as adopted pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002.                                                                 |
|               |       |                                                                                                                                                                                                                                                                                          |
| 32.1               |       | Certification by  Steven J. Wagenheim, President and Chief Executive Officer of the Company,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906  of the Sarbanes-Oxley Act of 2002.                                                                                      |
|               |       |                                                                                                                                                                                                                                                                                          |
| 32.2               |       | Certification  by Monica A. Underwood, Interim Chief Financial Officer and Corporate  Controller of the Company, pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                   |

 

9

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