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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                   FORM 10-QSB


/X/      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 4, 1999


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


                         COMMISSION FILE NUMBER 0-20845


                       BIG BUCK BREWERY & STEAKHOUSE, INC.
             (Exact Name of Registrant as Specified in Its Charter)


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


                           550 SOUTH WISCONSIN STREET
                             GAYLORD, MICHIGAN 49734
                                 (517) 731-0401
            (Address of Principal Executive Offices and Registrant's
                     telephone number, including Area Code)



         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 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      .
             -----     -----

         As of August 16, 1999, there were outstanding 5,405,481 shares of
common stock, $0.01 par value, of the registrant.


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                               TABLE OF CONTENTS



                                                                                                  Page
                                                                                                  ----
                                                                                            
PART I    FINANCIAL INFORMATION..................................................................  2

          ITEM 1  Financial Statements

                  Balance Sheets as of July 4, 1999 and January 3, 1999..........................  2

                  Statements of Operations for the three months ended July 4, 1999 and
                  June 28, 1998 and for the six months ended July 4, 1999 and June 28, 1998 .....  3

                  Statements of Cash Flows for the six months ended July 4, 1999 and
                  June 28, 1998..................................................................  4

                  Condensed Notes to Financial Statements........................................  5

          ITEM 2  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations......................................................  6

PART II   OTHER INFORMATION...................................................................... 13

          ITEM 2  Changes in Securities and Use of Proceeds...................................... 13

          ITEM 5  Other Information.............................................................. 13

          ITEM 6  Exhibits and Reports on Form 8-K............................................... 13

SIGNATURES....................................................................................... 14

EXHIBIT INDEX.................................................................................... 15




                                       1


                                    PART I

ITEM 1    Financial Statements

                       BIG BUCK BREWERY & STEAKHOUSE, INC.

                                  BALANCE SHEETS



                                                                       July 4, 1999    January 3, 1999
                                                                       ------------    ---------------
                                                                        (Unaudited)
                                                                                 
ASSETS

CURRENT ASSETS:
   Cash                                                                $    134,722       $    500,236
   Accounts receivable                                                      120,523            216,147
   Inventories                                                              265,179            308,286
   Prepaids and other                                                       401,688            274,819
                                                                       ------------       ------------
       Total current assets                                                 922,112          1,299,488
PROPERTY AND EQUIPMENT, net                                              19,444,801         18,847,968
MINORITY INTEREST IN JOINT VENTURE                                            3,295                  0
OTHER ASSETS, net                                                           581,879            672,530
                                                                       ------------       ------------
                                                                       $ 20,952,087       $ 20,819,986
                                                                       ------------       ------------
                                                                       ------------       ------------

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                    $  2,070,401       $    925,031
   Accrued expenses                                                         421,809            709,070
   Current maturities of long-term debt                                   1,644,228          1,644,228
                                                                       ------------       ------------
       Total current liabilities                                          4,136,438          3,278,329
LONG-TERM DEBT, less current maturities                                   6,905,836          7,030,329
                                                                       ------------       ------------
           Total liabilities                                             11,042,274         10,308,658
                                                                       ------------       ------------
                                                                       ------------       ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
   Common stock, $0.01 par value, 20,000,000
     shares authorized; 5,405,481 and 5,285,000
     shares issued and outstanding                                           54,055             52,850
   Warrants                                                                 153,650            153,650
   Additional paid-in capital                                            13,656,487         13,407,694
   Accumulated deficit                                                   (3,954,379)        (3,102,866)
                                                                       ------------       ------------
       Total shareholders' equity                                         9,909,813         10,511,328
                                                                       ------------       ------------
                                                                       $ 20,952,087       $ 20,819,986
                                                                       ------------       ------------
                                                                       ------------       ------------


     The accompanying notes are an integral part of these balance sheets.


                                       2


                     BIG BUCK BREWERY & STEAKHOUSE, INC.

                           STATEMENTS OF OPERATIONS
                                 (UNAUDITED)




                                                    Three Months Ended                 Six Months Ended
                                               -----------------------------     -----------------------------
                                               July 4, 1999    June 28, 1998     July 4, 1999    June 28, 1998
                                               ------------    -------------     ------------    -------------
                                                                                     
REVENUE:
   Restaurant sales                             $ 3,128,104      $ 3,440,741      $ 6,293,531      $ 7,256,480
   Wholesale beer and gift shop sales               127,311          174,018          248,554          320,218
                                                -----------      -----------      -----------      -----------
       Total revenue                              3,255,415        3,611,759        6,542,085        7,576,698
                                                -----------      -----------      -----------      -----------

COSTS AND EXPENSES:
   Cost of sales                                  1,078,486        1,248,514        2,146,068        2,607,675
   Restaurant salaries and benefits               1,020,323        1,085,627        2,009,694        2,231,967
   Operating expenses                               630,156          839,265        1,261,323        1,645,006
   Depreciation and amortization                    202,089          187,811          404,178          375,319
                                                -----------      -----------      -----------      -----------
       Total costs and expenses                   2,931,054        3,361,217        5,821,263        6,859,967
                                                -----------      -----------      -----------      -----------

   Restaurant operating income                      324,361          250,542          720,822          716,731

   Preopening expenses                               98,892               --          226,043               --
   General and administrative expenses              401,507          434,767          932,644          858,944
                                                -----------      -----------      -----------      -----------

   Loss from operations                            (176,038)        (184,225)        (437,865)        (142,213)

OTHER INCOME (EXPENSE):
   Interest expense                                (206,881)        (187,044)        (422,493)        (375,070)
   Interest income and other                          5,191            1,938            5,549            5,450
                                                -----------      -----------      -----------      -----------
       Other expense, net                          (201,690)        (185,106)        (416,944)        (369,620)
                                                -----------      -----------      -----------      -----------

   Minority interest share of joint venture               5               --            3,295               --
                                                -----------      -----------      -----------      -----------

LOSS BEFORE CUMULATIVE EFFECT OF
   CHANGE IN ACCOUNTING PRINCIPLE                  (377,723)        (369,331)        (851,514)        (511,833)
                                                -----------      -----------      -----------      -----------

CUMULATIVE EFFECT OF CHANGE IN
   ACCOUNTING PRINCIPLE FOR
   PREOPENING COSTS                                      --               --               --         (346,547)
                                                -----------      -----------      -----------      -----------

NET LOSS                                        $  (377,723)     $  (369,331)     $  (851,514)     $  (858,380)
                                                -----------      -----------      -----------      -----------
                                                -----------      -----------      -----------      -----------

BASIC AND DILUTED NET LOSS
   PER COMMON SHARE                             $     (0.07)     $     (0.07)     $     (0.16)     $     (0.16)
                                                -----------      -----------      -----------      -----------
                                                -----------      -----------      -----------      -----------

WEIGHTED AVERAGE
   SHARES OUTSTANDING                             5,355,170        5,285,000        5,320,085        5,285,000
                                                -----------      -----------      -----------      -----------
                                                -----------      -----------      -----------      -----------


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


                                       3


                     BIG BUCK BREWERY & STEAKHOUSE, INC.

                           STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)



                                                                  Six Months Ended   Six Months Ended
                                                                    July 4, 1999       June 28, 1998
                                                                  ----------------   ----------------
                                                                               
OPERATING ACTIVITIES:
   Net loss                                                          $  (851,514)     $  (858,380)
   Adjustments to reconcile net loss to cash flows used in
     operating activities-
       Depreciation and amortization                                     404,178          375,319
       Cumulative effect of change in accounting
          for preopening costs                                                --          346,547
       Change in operating assets and liabilities:
          Accounts receivable                                             92,331           89,874
          Inventories                                                     43,107           12,917
          Prepaids and other                                            (126,869)         (96,450)
          Accounts payable                                             1,145,370           56,492
          Accrued expenses                                              (287,261)        (294,300)
                                                                     -----------      -----------
          Net cash provided by (used in) operating activities            419,342         (367,981)
                                                                     -----------      -----------

INVESTING ACTIVITIES:
   Purchases of property and equipment, net                             (977,966)        (393,268)
   Decrease (increase) in other assets                                    67,605          (68,300)
                                                                     -----------      -----------
          Net cash used in investing activities                         (910,361)        (461,568)
                                                                     -----------      -----------

FINANCING ACTIVITIES:
   Proceeds from long-term debt and capital lease obligations                 --          699,650
   Proceeds from sale of common stock                                    249,998
   Payments on long-term debt and capital lease obligations             (124,493)        (125,810)
                                                                     -----------      -----------
          Net cash used provided by financing activities                 125,505          573,840
                                                                     -----------      -----------

DECREASE IN CASH                                                        (365,514)        (255,709)

CASH, beginning of period                                                500,236          354,015
                                                                     -----------      -----------

CASH, end of period                                                  $   134,722      $    98,306
                                                                     -----------      -----------
                                                                     -----------      -----------

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid                                                     $   423,412      $   381,631
   Income taxes paid                                                          --               --



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


                                       4


                       BIG BUCK BREWERY & STEAKHOUSE, INC.

                     Condensed Notes to Financial Statements
                                  July 4, 1999

(1)  Basis of Financial Statement Presentation

     The accompanying unaudited financial statements included herein have been
     prepared by Big Buck Brewery & Steakhouse, Inc. in accordance with
     generally accepted accounting principles for interim financial information
     and pursuant to the rules and regulations of the SEC. Certain information
     and footnote disclosures normally included in financial statements prepared
     in accordance with generally accepted accounting principles have been
     condensed or omitted pursuant to such rules and regulations, although the
     Company believes that the disclosures made are adequate to make the
     information not misleading.

     The financial statements for the three and six months ended July 4, 1999
     include the results of operations for the joint venture described in Big
     Buck's Form 10-KSB for the fiscal year ended January 3, 1999.

     The unaudited balance sheet as of July 4, 1999 and the unaudited statements
     of operations and cash flows for the three and the six months ended July 4,
     1999 and June 28, 1998 include, in the opinion of management, all
     adjustments, consisting solely of normal recurring adjustments, necessary
     for a fair presentation of the financial results for the respective interim
     periods and are not necessarily indicative of results of operations to be
     expected for the entire fiscal year ending January 2, 2000. The
     accompanying interim financial statements have been prepared under the
     presumption that users of the interim financial information have either
     read, or have access to, the audited financial statements and notes in Big
     Buck's Form 10-KSB for the fiscal year ended January 3, 1999. Accordingly,
     footnote disclosures which would substantially duplicate the disclosures
     contained in the January 3, 1999 audited financial statements have been
     omitted from these interim financial statements except for the disclosures
     below. It is suggested that these interim financial statements should be
     read in conjunction with the financial statements and the notes thereto
     included in Big Buck's Form 10-KSB for the fiscal year ended January 3,
     1999.

(2)  Recently Issued Accounting Pronouncements

     During April 1998, the Accounting Standards Executive Committee of the
     America Institute of Certified Public Accountants (AICPA) issued Statement
     of Position (SOP 98-5), "Reporting on the Costs of Start-Up Activities."
     SOP 98-5 requires companies to expense as incurred all start-up and
     preopening costs that are not otherwise capitalizable as long-lived assets.
     Big Buck has elected early implementation of the accounting standard
     retroactive to the beginning of 1998. The effect of this accounting change
     was a charge to operations for the unamortized balance of preopening costs
     for the year ended December 28, 1997 of $346,547.


                                       5


ITEM 2    Management's Discussion and Analysis of Financial Condition and
          Results of Operations

THIS DISCUSSION AND ANALYSIS CONTAINS CERTAIN FORWARD-LOOKING TERMINOLOGY SUCH
AS "BELIEVES," "ANTICIPATES," "EXPECTS," AND "INTENDS," OR COMPARABLE
TERMINOLOGY. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED. POTENTIAL
PURCHASERS OF THE BIG BUCK'S SECURITIES ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS, WHICH ARE QUALIFIED IN THEIR
ENTIRETY BY THE CAUTIONS AND RISKS DESCRIBED HEREIN. PLEASE REFER TO THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB, FILED ON MARCH 29, 1999, FOR ADDITIONAL
FACTORS KNOWN TO BIG BUCK THAT MAY CAUSE ACTUAL RESULTS TO VARY.

OVERVIEW

Big Buck develops, owns and operates microbrewery/restaurants under the name
"Big Buck Brewery & Steakhouse." Until May 1995 when Big Buck opened its
first unit in Gaylord, Michigan, it had no operations or revenue and its
activities were devoted solely to development. In March 1997, Big Buck opened
its second unit in Grand Rapids, Michigan, and in October 1997, Big Buck opened
its third unit in Auburn Hills, Michigan, a suburb of Detroit. Big Buck plans to
open a fourth unit in Grapevine, Texas, a suburb of Dallas. This unit will be
operated by Buck & Bass, L.P. pursuant to a joint venture agreement between Big
Buck and Bass Pro. Big Buck must contribute approximately $4.5 million to Buck &
Bass to complete construction of the Grapevine unit. Without additional
financing, Big Buck will be unable to make its required capital contribution to
complete construction of this unit.

Future revenue and profits will depend upon various factors, including market
acceptance of the Big Buck Brewery & Steakhouse concept and general economic
conditions. Big Buck's present sources of revenue are the Gaylord, Grand Rapids
and Auburn Hills units. There can be no assurance that Big Buck will
successfully implement its expansion plans, in which case Big Buck will continue
to depend on the revenue from the existing units. Big Buck also faces 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 Big
Buck's expansion strategy is successful, it must manage the transition to
multiple site, higher volume operations, control increased overhead expenses and
hire additional personnel.

Big Buck's sales and results of operations are expected to fluctuate based on
seasonal patterns. Big Buck anticipates that its highest earnings will occur in
the second and third quarters. Quarterly results in the future are likely to be
substantially affected by the timing of new unit openings. Because of the
seasonality of Big Buck's 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 the entire year.


                                       6


QUARTERS ENDED JULY 4, 1999 AND JUNE 28, 1998

The following table is derived from Big Buck's statements of operations and
expresses the results from operations as a percent of total revenue:



                                                  Three      Three        Six         Six
                                                  Months     Months      Months      Months
                                                  Ended      Ended       Ended       Ended
                                                 July 4,    June 28,     July 4,    June 28,
                                                  1999        1998        1999       1998
                                                 -------    --------     -------    --------
                                                                        
REVENUE:
   Restaurant sales                                96.1%       95.3%       96.2%       95.8%
   Wholesale beer and gift shop sales               3.9         4.7         3.8         4.2
                                                 ------       -----       -----       -----

      Total revenue                               100.0       100.0       100.0       100.0
                                                 ------       -----       -----       -----

COST AND EXPENSES:
   Cost of sales                                   33.1        34.6        32.8        34.4
   Restaurant salaries and benefits                31.3        30.1        30.7        29.5
   Operating expenses                              19.4        23.2        19.3        21.7
   Depreciation and amortization                    6.2         5.2         6.2         4.9
                                                 ------       -----       -----       -----
      Total costs and expenses                     90.0        93.1        89.0        90.5
                                                 ------       -----       -----       -----

   Restaurant operating income                     10.0         6.9        11.0         9.5

   Preopening expenses                              3.0         0.0         3.5         0.0
   General and administrative expenses             12.4        12.0        14.3        11.3
                                                 ------       -----       -----       -----

LOSS FROM OPERATIONS                               (5.4)       (5.1)       (6.8)       (1.8)

OTHER INCOME (EXPENSE):
   Interest expense                                (6.4)       (5.2)       (6.5)       (5.0)
   Interest income and other                        0.2         0.1         0.1         0.1
                                                 ------       -----       -----       -----
      Total other income (expense)                 (6.2)       (5.1)       (6.4)       (4.9)

   Minority interest share of joint venture          --          --         0.1          --
                                                                          -----

LOSS BEFORE CUMULATIVE EFFECT
   OF CHANGE IN ACCOUNTING PRINCIPLE              (11.6)      (10.2)      (13.1)       (6.7)

CUMULATIVE EFFECT OF CHANGE IN
   ACCOUNTING PRINCIPLE FOR
   PREOPENING COSTS                                  --          --          --        (4.6)

NET LOSS                                          (11.6)%     (10.2)%     (13.1)%     (11.3)%
                                                 ------       -----       -----       -----
                                                 ------       -----       -----       -----



                                       7




RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JULY 4, 1999 AND
JUNE 28, 1998

REVENUE

Revenue decreased 10% to $3,255,414 in second quarter 1999 from $3,611,759 in
second quarter 1998. Revenue decreased 14% to $6,542,085 for the first six
months of 1999 from $7,576,698 for the first six months of 1998. The decrease
between the quarters was primarily due to the competitive effects of other
restaurant openings in Auburn Hills during second quarter 1999. Big Buck's
decision to close the Grand Rapids unit for lunch, effective in January 1999,
also contributed to the decrease in revenue. While such action decreased revenue
by approximately $130,000 during second quarter of 1999, it also improved
operating margins at the Grand Rapids unit. The decrease between the six month
periods was primarily due to the combined impact of the severe winter on all of
Big Buck's units, the delayed start of the NBA season on the Auburn Hills unit
and the passing of the peak of sales following the opening of the Auburn Hills
unit.

COST OF SALES

Cost of sales, which consists of food, merchandise and brewery supplies,
decreased 14% to $1,078,486 in second quarter 1999 compared to second quarter
1998, and decreased 18% to $2,146,068 for the first six months of 1999 compared
to the first six months of 1998. As a percentage of revenue, costs of sales
decreased to 33.1% in second quarter 1999 compared to 34.6% in second quarter
1998, and decreased to 32.8% for the first six months of 1999 compared to 34.4%
for the first six months of 1998. As a percentage of revenue, the decreases were
primarily the result of an increase in menu prices and savings from volume
purchasing.

RESTAURANT SALARIES AND BENEFITS

Restaurant salaries and benefits, which consist of restaurant management and
hourly employee wages and benefits, payroll taxes and workers' compensation
insurance, decreased 6% to $1,020,323 in second quarter 1999 compared to second
quarter 1998, and decreased 10% to $2,009,694 for the first six months of 1999
compared to the first six months of 1998. The decreases were primarily due to
lower staffing needs for hourly employees in existing units as a result of
decreased sales volume. As a percentage of revenue, restaurant salaries and
benefits increased to 31.3% for second quarter 1999 compared to 30.1% for second
quarter 1998, and increased to 30.7% for the first six months of 1999 compared
to 29.5% for the first six months of 1998. The increases were primarily the
result of higher restaurant management wages and benefits, which do not decrease
directly with decreases in sales volume as compared to hourly employee wages.

OPERATING EXPENSES

Operating expenses, which include supplies, utilities, repairs and maintenance,
advertising and occupancy costs, decreased 24.9% to $630,156 in second quarter
1999 compared to second quarter 1998, and decreased 23.3% to $1,261,323 for the
first six months of 1999 compared to the first six months of 1998. As a
percentage of revenue, operating expenses decreased to 19.4% in second quarter
1999 as compared to 23.2% in second quarter 1998, and decreased to 19.3% for the
first six months of 1999 compared to 21.7% for the first six months of 1998. The
decreases were primarily the result of refocusing of advertising and marketing
efforts and tighter cost controls.

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 were $98,892 for second quarter 1999 and $226,043 for the first
six months of 1999. There were no preopening expenses during the second quarter
or first six months of 1998. In June 1999, Big Buck laid off the personnel it
had hired to operate the Grapevine unit due to the lack of financing required to
complete such unit. If Big Buck obtains financing which enables it to make its
required capital contribution to complete construction of the Grapevine unit,
the required restaffing of the Grapevine unit would cause preopening expenses to
increase.


                                       8


GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses decreased 7.7% to $401,507 in second quarter
1999 compared to second quarter 1998, and increased 8.6% to $932,644 for the
first six months of 1999 compared to the first six months of 1998. The increase
between the six month periods primarily reflected additional legal and
consulting fees, as well as additional travel expense related to the development
of the Grapevine unit. As a percentage of revenue, these expenses increased
slightly to 12.3% in second quarter 1999 from 12.0% in second quarter 1998 and
increased to 14.3% for the first six months of 1999 from 11.3% for the first six
months of 1998. The increases as a percentage of revenue primarily reflect the
decrease in revenue, as well as increased legal and consulting fees. To help
reduce general and administrative expenses, Big Buck implemented salary
reductions for executive officers and administrative staff in June 1999.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expenses increased 7.6% to $202,089 in second
quarter 1999 compared to second quarter 1998, and increased 7.7% to $404,178 for
the first six months of 1999 compared to the first six months of 1998. As
percentage of revenue, these expenses increased to 6.2% in second quarter 1999
from 5.2% in second quarter 1998, and increased to 6.2% for the first six months
of 1999 from 5.0% for the first six months of 1998. The increases as a
percentage of revenue primarily reflect the decrease in revenue, as well as the
additional depreciation from newly acquired assets.

INTEREST EXPENSE

Interest expense increased $19,837 to $206,881 in second quarter 1999 compared
to second quarter 1998, and increased $47,423 to $422,493 for the first six
months of 1999 compared to the first six months of 1998. The increases reflect
the added interest on the $1,400,000 borrowed from Crestmark Bank in November
1998. Big Buck and Crestmark recently negotiated an extension of such note,
which is now payable in November 1999. A second priority lien in favor of
Crestmark on substantially all of Big Buck's assets secures this indebtedness.
As a percentage of revenue, interest expense increased to 6.4% in second quarter
1999 from 5.2% in second quarter 1998, and increased to 6.5% for the first six
months of 1999 from 5.0% for the first six months of 1998. If Big Buck obtains
debt financing to increase its working capital or to make its required capital
contribution to complete construction of the Grapevine unit, it will incur
additional interest expense.

CHANGE IN ACCOUNTING PRINCIPLE

Big Buck has elected early adoption of Statement of Position (SOP 98-5),
"Reporting on the Costs of Start-Up Activities". SOP 98-5 requires companies to
expense as incurred all start-up and preopening costs that are not otherwise
capitalizable as long-lived assets. The effect of this accounting change is to
charge operations the unamortized balance of preopening costs as of the end of
1997 of $346,547.

LIQUIDITY AND CAPITAL RESOURCES

Big Buck generated $419,342 in cash from operating activities for the first six
months of 1999, and used $367,981 in cash for operating activities for the first
six months of 1998. As of July 4, 1999, Big Buck had a working capital deficit
of $3,214,326. In order to fund operations in the short-term Big Buck intends to
use cash provided by the operations of its three existing units. Big Buck spent
$910,361 during the first six months of 1999 for construction and equipment for
the Grapevine unit. Big Buck spent $124,493 during the first six months of 1999
for payments of long-term debt.

On May 13, 1999, Big Buck issued 120,481 shares of its Common Stock to Michael
G. Eyde, the landlord of Big Buck's Auburn Hills site, at a price of $2.075 per
share. This issuance was made in a private transaction pursuant to which Big
Buck obtained gross proceeds of approximately $250,000. Big Buck is exploring
the possible issuance of additional debt or equity securities (a) to make its
required capital contribution to complete construction of the Grapevine unit,
(b) to repay its indebtedness to Crestmark, and (c) to increase its working
capital.


                                       9


Since inception, Big Buck's principal capital requirements have been the
funding of (a) its operations and promotion of the Big Buck Brewery &
Steakhouse format and (b) the construction of units and the acquisition of
furniture, fixtures and equipment for such units. Total capital expenditures
for the Gaylord, Grand Rapids and Auburn Hills units were approximately $5.8
million, $3.2 million and $9.7 million, respectively. As of July 4, 1999, Big
Buck had contributed $952,048 to the limited partnership which will own and
operate the Grapevine unit. Big Buck must contribute approximately $4.5
million to Buck & Bass to complete construction of the Grapevine unit.
Without additional financing, Big Buck will be unable to make its required
capital contribution to complete construction of this unit. The inability to
open the Grapevine unit would have a material adverse effect upon Big Buck's
business, operating results and financial condition.

Buck & Bass is currently in default under the operating covenant of the
Grapevine sublease. Such covenant required Buck & Bass to open the Grapevine
unit for business on the same date that Bass Pro's Outdoor World store opened
for business. In the event of a material default, Bass Pro has the right to
purchase Big Buck's interest in the joint venture at 40% of book value, thereby
eliminating Big Buck's interest in the Grapevine unit. Further, Bass Pro has the
right to purchase up to 15% of Big Buck's interest in the joint venture, at 100%
of Big Buck's original cost, within 24 months of the opening of the Grapevine
unit; provided, however, that Big Buck's interest in the joint venture may not
be reduced below 51%. The reduction or elimination of Big Buck's interest in the
Grapevine unit would have a material adverse effect upon its business, operating
results and financial condition.

Big Buck expects that it will continue to require significant capital resources
to fund new unit development and construction. The completion of the Grapevine
unit and the development of any additional units will require Big Buck 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. There can be no assurance that financing will be available
on terms acceptable or favorable to Big Buck, or at all. Without such financing
Big Buck's development plans will be unachievable.

Big Buck leases 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, Big Buck is 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.
Annual gross sales did not exceed $2.9 million for the first two years of the
lease term. As a consequence, the lessor currently has the right to require Big
Buck to repurchase the Grand Rapids site. If the lessor exercises such right,
Big Buck would be obligated to repurchase the Grand Rapids site for $1.4
million, plus $70,000 for each lease year on a pro rata basis, within 180 days
of its receipt of such request. As of July 4, 1999, the lessor had not submitted
such a request to Big Buck. Should a repurchase be required, Big Buck 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. Big Buck's inability to continue operating the Grand Rapids
unit would have a material adverse effect upon its business, operating results
and financial condition.

As of July 4, 1999, Big Buck owed NBD Bank approximately $1.7 million under a
credit facility which matures on October 1, 2000. A first priority lien in
favor of NBD on substantially all of Big Buck's assets secures this
indebtedness. Big Buck is currently in default under several financial and
non-financial credit facility covenants. Big Buck received a written
waiver from NBD of the minimum debt coverage ratio and the minimum working
capital covenant defaults through January 3, 1999 under the credit facility.
Big Buck is currently seeking a written waiver from NBD of all defaults
through July 4, 1999 under the credit facility. If any event of default
occurs, NBD's obligation to lend terminates and NBD may declare the
obligations of Big Buck to be due and payable. In addition, for any period
after the occurrence of an event of default, NBD may charge interest at
increased rates. Big Buck does not presently have sufficient funds to repay
its obligations to NBD. NBD's acceleration of Big Buck's indebtedness would
have a material adverse effect upon Big Buck's business, operating results
and financial condition.

                                       10


YEAR 2000 READINESS DISCLOSURE

The term "Year 2000" is used to describe general problems that may result from
improper processing of dates and date-sensitive calculations by computers or
other machinery as the year 2000 is approached and reached. This problem stems
from the fact that many of the world's computer hardware and software
applications have historically used only the last two digits to refer to a year.
As a result, many of these computer programs do not or will not properly
recognize a year that begins with "20" instead of the familiar "19". If not
corrected, many computer applications could fail or create erroneous results.

State of Readiness

To operate its business, Big Buck relies on many third party information
technology ("IT") systems, including its point of sale, table seating and
reservation management, inventory management, credit card processing,
payroll, accounts payable, fixed assets, banking and general ledger systems.
Big Buck does not maintain any proprietary IT systems and has not made any
modifications to any of the IT systems provided to it by its IT vendors. Big
Buck requested information from each of its hardware and software vendors
regarding the Year 2000 compliance status of products purchased by Big Buck.
Based upon information received from such vendors, Big Buck has completed the
upgrades required to achieve Year 2000 compliance for substantially all of
its hardware and software. Big Buck plans to finalize its IT systems
remediation efforts, by upgrading or replacing four non-compliant PCs and
installing a software patch in its point of sale system before October 31,
1999.

Big Buck is also finalizing its assessment of its non-IT systems (i.e.
embedded technology such as microprocessors in kitchen equipment, brewery
equipment, elevators, etc.). Big Buck has determined that its kitchen and
brewery equipment does not contain date-sensitive microprocessors. Big Buck's
elevator provider has indicated that its products will function properly in
the year 2000 provided that other peripheral links, such as power and HVAC,
function properly. Big Buck has received oral assurances regarding its HVAC
system and plans to contact its utility suppliers. Big Buck plans to
complete its assessment of other non-IT systems, namely its telephone and
alarm systems, by October 31, 1999. Big Buck will then determine the best
approach for remedying any non-compliant system.

Big Buck also relies upon suppliers of raw materials and packaging for beer,
suppliers of food and retail products and other third party product and service
providers, over which it can assert little control. Big Buck has contacted all
critical suppliers and service providers to assess the readiness of such parties
and to determine the extent to which Big Buck may be vulnerable to such parties'
failure to resolve their own Year 2000 issues. Big Buck's main food supplier
has indicated that its operations are Year 2000 compliant. Big Buck hopes to
receive similar assurances from its main supplier of raw materials and
packaging for beer by October 31, 1999.

Costs to Address Year 2000 Issues

Big Buck expenses costs associated with its Year 2000 compliance efforts as the
costs are incurred. As of August 16, 1999, Big Buck had incurred approximately
$7,500 of costs in connection with its Year 2000 compliance efforts. Big Buck
estimates that its total cost of assessing and remedying Year 2000 issues will
approximate $40,000. Such estimate does not consider any additional costs
incurred due to the failure of any third party vendor, supplier or service
provider to achieve Year 2000 compliance.

Risks of Year 2000 Issues

Big Buck recognizes that Year 2000 issues constitute a material known
uncertainty. Big Buck also recognizes the importance of ensuring that Year 2000
issues will not adversely affect its operations. Big Buck believes that the
processes described above will be effective to manage the risks associated with
the problem. However, there can be no assurance that the processes can be
completed on the timetable described above or that remediation will be fully
effective. The failure to identify and remediate Year 2000 issues, or the
failure of key vendors, suppliers and service providers or other critical third
parties who do business with Big Buck to timely remediate their Year 2000 issues
could cause system failures or errors, business interruptions and, in worst case
scenario, the inability to engage in normal business practices for an unknown
length of time. Big Buck's business, operating results, financial condition and
cash flows could be materially adversely affected. At this time, however, Big
Buck does not possess information necessary to estimate the overall potential
financial impact of Year 2000 compliance issues. Specific risks Big Buck faces
with regard to Year 2000 issues include the following:

1. Disruption of Internal Computer Systems. If our internal computer systems
should fail, it could disrupt our accounting, restaurant management and other
systems. We believe that the failure of our internal computer systems is
unlikely. However, we expect that minor Year 2000 compliance issues will
continue to be identified through our discussions with our hardware and software
vendors.

                                       11


2. Disruption of Supply Materials. The inability of our suppliers and service
providers to be Year 2000 ready could result in delays in product delivery,
disruption in the distribution channels and disruption in services required to
operate.

CONTINGENCY PLANS

Big Buck recognizes the need for Year 2000 contingency plans in the event
that remediation is not fully successful or that the remediation efforts of
Big Buck's vendors, suppliers and service providers are not timely completed.
Big Buck intends to finalize contingency planning during third quarter 1999.
Such plans will likely include building inventory levels of raw materials and
packaging for beer as a contingency against failure by its main supplier of
such goods to achieve Year 2000 readiness on a timely basis. To the extent
that Big Buck's vendors, suppliers and service providers are unable to
provide sufficient evidence of Year 2000 readiness by October 31, 1999, Big
Buck will seek to arrange for their replacement before the changeover date.

                                       12


                                    PART II

ITEM 2    CHANGES IN SECURITIES AND USE OF PROCEEDS

(c)  Sales of Unregistered Securities

On May 13, 1999, Big Buck issued 120,481 shares of its Common Stock to
Michael G. Eyde, the landlord of Big Buck's Auburn Hills site, at a price of
$2.075 per share. This issuance was made in a private transaction pursuant to
which Big Buck obtained gross proceeds of approximately $250,000. This
issuance was made in reliance upon the exemption provided in Section 4 (2) of
the Securities Act of 1933, as amended (the "Act"). The foregoing securities
are restricted as to sale or transfer, unless registered under the Act, and
the certificate representing such securities contains a restrictive legend
preventing sale, transfer or other disposition unless registered under the
Act. In addition, the recipient of such securities received, or had access
to, material information concerning Big Buck, including, but not limited to,
Big Buck's reports on Form 10-KSB, Form 10-QSB and Form 8-K, as filed with
the SEC. No underwriting commissions or discounts were paid with respect to
the issuance of such securities.

ITEM 5    OTHER INFORMATION

(a)  Shareholder Proposals

If a shareholder of Big Buck wishes to present a proposal for consideration
for inclusion in the proxy materials for the 1999 Annual Meeting of
Shareholders, the proposal must be sent by certified mail, return receipt
requested, and must be received at the executive offices of Big Buck, 550
South Wisconsin Street, P. O. Box 1430, Gaylord, Michigan 49734-5430, Attn:
Secretary, no later than August 31, 1999. All proposals must conform to the
rules and regulations of the SEC.

Under SEC rules, if a shareholder notifies Big Buck of his or her intent to
present a proposal for consideration at the 1999 Annual Meeting of
Shareholders after September 15, 1999, Big Buck, acting through the persons
named as proxies in the proxy materials for such meeting, may exercise
discretionary authority with respect to such proposal without including
information regarding such proposal in its proxy materials.

ITEM 6    Exhibits and Reports on Form 8-K

(a)  Exhibits

10   Amended and Restated Real Estate Mortgage Note dated July 27, 1999, by and
     between Big Buck, Borrower, and Crestmark Bank, Lender.

27   Financial Data Schedule.

(b)  Reports on Form 8-K

The registrant filed no Current Reports on Form 8-K during the quarter ended
July 4, 1999.


                                       13


                                   SIGNATURES


     In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                       BIG BUCK BREWERY & STEAKHOUSE, INC.


Date: August 18, 1999                  By /s/ Anthony P. Dombrowski
                                          --------------------------------
                                              Anthony P. Dombrowski
                                              Chief Financial Officer


                                       14



                                 EXHIBIT INDEX


Exhibit
Number         Description
- -------        -----------
            
10             Amended and Restated Real Estate Mortgage Note dated July 27,
               1999, by and between Big Buck, Borrower, and Crestmark Bank,
               Lender.
27             Financial Data Schedule.



                                       15