BUFFALO WILD WINGS INC, SB-2/A, 1998-07-09

BUFFALO WILD WINGS INC
SB-2/A, 1998-07-09
EATING PLACES

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 1998

REGISTRATION NO. 333-56101

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1
TO

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
BUFFALO WILD WINGS, INC.

(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
MINNESOTA 5812 31-1455915
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation of organization) Classification Code) Identification
Number)
</TABLE>

BUFFALO WILD WINGS, INC.
1919 INTERCHANGE TOWER, 600 SOUTH HIGHWAY 169
MINNEAPOLIS, MN 55426
(612) 593-9943

(Address and telephone number of principal executive offices and principal place
of business)

SALLY J. SMITH, CHIEF EXECUTIVE OFFICER AND PRESIDENT
BUFFALO WILD WINGS, INC.
1919 INTERCHANGE TOWER, 600 SOUTH HIGHWAY 169
MINNEAPOLIS, MN 55426
(612) 593-9943

(Name, address and telephone number of agent for service)
------------------------------

COPIES TO:

WARREN E. MACK, ESQ. OR MELODIE R. GIRARD P. MILLER, ESQ.
ROSE, ESQ. DOHERTY, RUMBLE & BUTLER PROFESSIONAL
FREDRIKSON & BYRON, P.A. ASSOCIATION
900 SECOND AVENUE SOUTH, SUITE 1100 150 SOUTH FIFTH STREET, SUITE 3500
MINNEAPOLIS, MINNESOTA 55402 MINNEAPOLIS, MN 55402
(612) 347-7000 (612) 340-5555

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
------------------------------

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
------------------------------

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER UNIT(2) OFFERING PRICE(2)
<S> <C> <C> <C>
Units consisting of Common Stock and Warrants to purchase
one share of Common Stock............................... 1,725,000 $6.50 $11,212,500
Common Stock, no par value................................ 1,725,000 $6.00 $10,350,000
Warrants to purchase one share of Common Stock............ 1,725,000 $0.50 $862,500
Common Stock, no par value, underlying the Warrants....... 1,725,000 $8.00 $13,800,000

TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
<S> <C>
Units consisting of Common Stock and Warrants to purchase
one share of Common Stock............................... $3,308
Common Stock, no par value................................ N/A(3)
Warrants to purchase one share of Common Stock............ N/A(3)
Common Stock, no par value, underlying the Warrants....... $4,071
</TABLE>

(1) Includes 225,000 units purchasable by the Underwriters to cover
over-allotments.

(2) Estimated solely for the purpose of calculating registration fees pursuant
to Rule 457(a) under the Securities Act of 1933, as amended.

(3) The registration fee is being paid and accounted for in the registration fee
calculation of the Units. The assumed $6.50 per Unit offering price is being
allocated $6.00 per share to the Common Stock and $0.50 per Warrant to the
Warrants.

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVENESS UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(s),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

SUBJECT TO COMPLETION, DATED JULY 9, 1998

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
[BUFFALO WILD WINGS LOGO]

1,500,000 UNITS

EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK
AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK

All of the Units offered hereby are being sold by Buffalo Wild Wings, Inc.
Each Unit consists of one share of Common Stock, no par value ("Share"), and one
redeemable warrant ("Warrant") to purchase one share of Common Stock ("Warrant
Share") at an exercise price per share equal to the Price to Public of the Units
offered hereby plus $1.50, subject to adjustment. It is currently estimated that
the initial public offering price will be between $6.00 and $6.50 per Unit. The
Warrants are immediately exercisable, expire on the fourth anniversary of the
date of this Prospectus and are immediately transferable separate from the
Shares. The Warrants are subject to redemption by the Company, at a price of
$0.01 per Warrant, at any time 90 days after the date of this Prospectus
following a period of 20 consecutive trading days where the per share closing
sale price of the Common Stock exceeds the Price to Public of the Units offered
hereby plus $2.75 (subject to adjustment), on not less than 30 days' written
notice given not more than 15 trading days following such 20 trading-day period.

Prior to this offering, there has been no public market for the Units,
Shares or Warrants. The Company has applied for quotation of the Shares and the
Warrants on the Nasdaq National Market under the symbols "BFLO" and "BFLOW,"
respectively. The Units will neither be quoted on the Nasdaq system nor listed
on a securities exchange.

THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH
DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 7 AND "DILUTION" ON PAGE
12.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING DISCOUNTS PROCEEDS
PUBLIC AND COMMISSIONS(1) TO COMPANY(2)
<S> <C> <C> <C>
Per Unit.....................................
Total(3).....................................
</TABLE>

(1) In addition, the Company has agreed to (i) pay R.J. Steichen & Company, as
representative of the several Underwriters (the "Representative"), a
nonaccountable expense allowance equal to 2% of the gross proceeds of this
offering, (ii) sell to the Representative, for nominal consideration, a
five-year warrant to purchase 150,000 shares of Common Stock, exercisable at
120% of the Price to Public of the Units offered hereby (the
"Representative's Warrant") and (iii) indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933,
as amended (the "Securities Act"). See "Underwriting."

(2) Before deducting expenses payable by the Company estimated at $
(including the nonaccountable expense allowance referenced in note 1 above).
See "Underwriting."

(3) The Company has granted the Underwriters a 45-day option to purchase up to
225,000 Units solely to cover over-allotments, if any. If such option is
exercised in full, the total Price to Public, Underwriting Discounts and
Commissions, and Proceeds to Company will be $ $ and
$ , respectively. See "Underwriting."

The Units are offered by the several Underwriters subject to prior sale,
when, as and if delivered to and accepted by them, and are subject to the right
of the Underwriters to withdraw, cancel or modify such offer and to reject any
order in whole or in part. It is expected that delivery of the Units will be
made on or about , 1998.

[RJ STEICHEN & CO LOGO]

THE DATE OF THIS PROSPECTUS IS , 1998
<PAGE>
[Photograph of exterior of Company-owned Buffalo Wild Wings restaurant]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE REGISTERED
SECURITIES, INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING
TRANSACTIONS IN SUCH SECURITIES, AND THE IMPOSITION OF PENALTY BIDS. FOR A
DESCRIPTION OF THESE ACTIVITIES SEE "UNDERWRITING."

2
<PAGE>

[Photograph of exterior of Company-owned Buffalo Wild Wings restaurant]

[Photograph of interior bar area of Company-owned Buffalo Wild Wings restaurant]

[Map of the U.S. marked with restaurant locations]

[Photograph of Buffalo, New York-style chicken wings, and various sandwiches and
appetizers served at the Company's restaurants]

PROSPECTUS SUMMARY

THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN
CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND CONSOLIDATED FINANCIAL
STATEMENTS AND THE NOTES THERETO APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS
OTHERWISE INDICATED, THE INFORMATION IN THIS PROSPECTUS (I) ASSUMES NO
CONVERSION OF OUTSTANDING CONVERTIBLE NOTES (UP TO 234,375 SHARES) AND NO
EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT OPTION (225,000 SHARES),
REPRESENTATIVE'S WARRANT (150,000 SHARES), OUTSTANDING OPTIONS AND WARRANTS
(508,935 SHARES) AND THE WARRANTS TO BE ISSUED IN CONNECTION WITH THIS OFFERING
(1,500,000 SHARES) AND (II) REFLECTS A 1-FOR-2 REVERSE STOCK SPLIT OF THE COMMON
STOCK TO BE EFFECTED SIMULTANEOUSLY WITH THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT OF WHICH THIS PROSPECTUS IS A PART. SEE "DESCRIPTION OF SECURITIES"
AND "UNDERWRITING."

THE COMPANY

Buffalo Wild Wings, Inc. ("Buffalo Wild Wings" or the "Company") develops,
franchises and operates comfortable, "fast casual" restaurants offering a broad
menu of affordably priced food with a focus on Buffalo, New York-style chicken
wings. The Company's restaurants target the market niche between fast food and
casual dining, offering a dining and entertainment experience focused on quality
food, value pricing and a relaxed, fun atmosphere. The Company believes that its
restaurants have a family-friendly appeal designed to allow the dining
atmosphere and bar to coexist.

The Company's strategy is focused around a distinctive menu featuring 12
signature sauces that range from mild Teriyaki to "better-be-ready Blazin." In
addition to its Buffalo, New York-style chicken wings, the Company's restaurants
offer a broad menu of other made-to-order casual food items including burgers,
sandwiches, salads and appetizers. All of the menu items are available for
carryout, which currently accounts for approximately 20% of restaurant sales for
Company-owned restaurants. The Company believes it has differentiated its
concept beyond its menu by creating a relaxed, unstructured and entertaining
atmosphere that appeals to a variety of customers. The Company also attempts to
position its restaurants to take advantage of the lifestyles of families,
particularly in light of the growing influence that children have in the buying
decision. All of the Company's restaurants have numerous televisions with
satellite service, including large screen televisions, to capitalize on the very
high interest in sports and the National Trivia Network. Restaurants also have
full service bars, offering an extensive selection of specialty beers on tap, 30
or more different bottled beers, wine and liquor. On average, annual alcoholic
beverage revenue accounts for 35% to 40% of total system-wide restaurant
revenue.

The Company intends to expand its operations by increasing market
penetration in existing markets and entering new markets by emphasizing
Company-owned restaurants with a continued roll-out of franchised locations. The
Company has made a strategic decision to seek to increase the proportional
number of Company-owned restaurants in its restaurant base from 18% currently to
30% over the next five years. The Company believes this strategy will allow it
to more rapidly grow the value of the Company and to attract and retain
qualified personnel. The Company has opened five Company-owned restaurants in
1998 and has one site under construction as of the date of this Prospectus. The
Company estimates that with the net proceeds of this offering and equipment
lease financing it can open four additional restaurants in 1998 and up to eight
restaurants in the first half of 1999. In 1998, the Company anticipates up to
eight new franchised restaurants will open in addition to the two that have
opened and the two scheduled to open in July 1998.

3
<PAGE>

convert the majority of its Company-owned restaurants to the modified wait
service model and incorporate this service level in its new Company-owned and
franchised restaurants. This strategy allows the Company to preserve its niche
as a neighborhood "fast casual" restaurant, between the fast food and casual
dining segments, by offering more convenience and lower prices (average ticket
of $6-$9 per person) than casual dining restaurants while providing a higher
service level and more entertaining atmosphere than available at fast food
restaurants.

The Company was incorporated under the laws of the State of Minnesota in
December 1995 and in June 1997 merged with bw-3, Inc., an Ohio corporation
organized in 1982 (the "Predecessor"). In May 1998, the Company changed its name
to Buffalo Wild Wings, Inc. The Company's wholly-owned franchising subsidiary is
bw-3 Franchise Systems, Inc., an Ohio corporation ("Franchise Systems"). Unless
otherwise specifically indicated, references to the "Company" include the
Predecessor and Franchise Systems. The Company's executive offices are located
at 1919 Interchange Tower, 600 South Highway 169, Minneapolis, Minnesota 55426
and its telephone number is (612) 593-9943.

THE OFFERING

<TABLE>
<S> <C>
Securities offered....................... 1,500,000 Units, each Unit consisting of one
Share of Common Stock and one redeemable Warrant
to purchase one share of Common Stock at an
exercise price per share equal to the Price to
Public of the Units offered hereby plus $1.50,
subject to adjustment. The Warrants are
immediately exercisable, expire on the fourth
anniversary of the date of this Prospectus and
are immediately transferable separate from the
Shares. The Warrants are subject to redemption
by the Company, at a price of $0.01 per Warrant,
at any time 90 days after the date of this
Prospectus following a period of 20 consecutive
trading days where the per share closing sale
price of the Common Stock exceeds the Price to
Public of the Units offered hereby plus $2.75
(subject to adjustment). The Company must give
at least 30 days' written notice of such
redemption not more than 15 trading days
following such 20 trading-day period.
Common Stock outstanding before this
offering............................... 1,987,758 shares(1)
Common Stock to be outstanding after this
offering............................... 3,487,758 shares(1)(2)
Use of Proceeds.......................... The Company intends to use proceeds from this
offering to repay debt, expand Company-owned
restaurant locations, upgrade information
systems and for working capital and general
corporate purposes. See "Use of Proceeds."
Proposed Nasdaq National Market
symbols................................ Common Stock: BFLO
Warrants: BFLOW
</TABLE>

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(1) Reflects a 1-for-2 reverse stock split of the Common Stock to be effected
simultaneously with the effective date of the Registration Statement of
which this Prospectus is a part.

(2) Does not include (i) up to 234,375 shares of Common Stock issuable upon
conversion of outstanding convertible notes, (ii) 225,000 shares of Common
Stock issuable upon exercise of the Underwriter's over-allotment option,
(iii) 150,000 shares of Common Stock issuable upon exercise of the
Representative's Warrant, (iv) 508,935 shares of Common Stock issuable upon
exercise of outstanding options and warrants, or (v) 1,500,000 shares of
Common Stock issuable upon exercise of the Warrants to be issued in
connection with this offering.

4
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA
(TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED FOR THE
------------------------------------- THREE MONTHS ENDED
DECEMBER DECEMBER DECEMBER ------------------------
CONSOLIDATED STATEMENT OF OPERATIONS 31, 29, 28, MARCH 30, MARCH 29,
DATA: 1995 1996 1997 1997 1998
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Restaurant sales......................... $ 10,031 $ 11,253 $ 12,216 $ 3,173 $ 3,280
Franchising revenues:
Initial franchise fees................. 315 338 328 123 50
Royalty income......................... 1,944 3,010 3,502 830 1,000
----------- ----------- ----------- ----------- -----------
Total franchising revenues........... 2,259 3,348 3,830 953 1,050
----------- ----------- ----------- ----------- -----------
Total revenue............................ 12,290 14,601 16,046 4,126 4,330
Cost of restaurant sales................. 6,853 7,338 7,809 2,068 2,089
Selling, general and administrative
expenses............................... 5,893 5,836 6,301 1,608 1,817
Preopening expenses...................... 28 53 65 23 112
Impairment and disposal charges.......... 1,120 -- 157 -- 145
----------- ----------- ----------- ----------- -----------
Earnings (loss) from operations.......... (1,604) 1,374 1,714 427 167
Other income (expense), net.............. (289) (373) (343) (93) (56)
----------- ----------- ----------- ----------- -----------
Earnings (loss) before income taxes...... (1,893) 1,001 1,371 334 111
Income tax expense (benefit)............. (222) 195 543 136 46
----------- ----------- ----------- ----------- -----------
Net earnings (loss)...................... $ (1,671) $ 806 $ 828 $ 198 $ 65
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Earnings (loss) per common share(1)...... $ (1.09) $ .45 $ .42 $ .10 $ .03
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Weighted average common share
outstanding(1)......................... 1,539 1,784 1,967 1,967 1,969
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Earnings (loss) per common
share--assuming dilution(1)............ $ (1.09) $ .45 $ .41 $ .10 $ .03
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Weighted average common and common
equivalent shares outstanding(1)....... 1,539 1,784 2,019 1,998 2,033
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
</TABLE>

<TABLE>
<CAPTION>
MARCH 29, 1998
------------------------------------------------
PRO AS AS
CONSOLIDATED BALANCE SHEET DATA: ACTUAL FORMA(2) ADJUSTED(3) ADJUSTED(4)
--------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Working capital (deficit)..................... $ (1,626) $ (1,552) $ 7,742 $ 6,617
Total assets.................................. 8,900 11,020 18,268 17,143
Total liabilities............................. 6,666 8,685 6,666 6,666
Total stockholders' equity.................... 2,234 2,335 11,602 10,477
</TABLE>

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(1) See Note 1 to Consolidated Financial Statements for an explanation of the
determination of weighted average common and common equivalent shares
outstanding. Share and per share amounts adjusted for a 1-for-2 reverse
stock split of the Common Stock to be effected simultaneously with the
effective date of the Registration Statement of which this Prospectus is a
part.

(2) Pro forma includes the issuance of $2,250,000 of convertible notes and
detachable warrants in April 1998. An aggregate $1,125,000 of these notes
are convertible into Common Stock within 20 days of the closing of this
offering at 80% of the Price to Public of the Units offered hereby. See
"Description of Securities--Convertible Notes."

5
<PAGE>

(3) Adjusted to reflect the sale of the 1,500,000 Units offered by the Company
hereby at an assumed offering price of $6.50 per Unit, and the application
of the estimated net proceeds therefrom, the repayment of $1,125,000 of
convertible notes issued in April 1998, the conversion of $1,125,000 of
convertible notes into Common Stock at $5.20 per share (80% of the assumed
Price to Public of the Units offered hereby) and the expensing of related
note issuance and other financing costs. Simultaneous with the effective
date of the Registration Statement of which this Prospectus is a part, the
Company will record an interest charge of $281,000 to reflect the
in-the-money conversion discount for the convertible note holders. See "Use
of Proceeds" and "Description of Securities--Convertible Notes."

(4) Adjusted to reflect the sale of the 1,500,000 Units offered by the Company
hereby at an assumed offering price of $6.50 per Unit, and the application
of the estimated net proceeds therefrom, the repayment of $2,250,000 of the
notes issued in April 1998 and the expensing of related note issuance and
other financing costs. Simultaneous with the effective date of the
Registration Statement of which this Prospectus is a part, the Company will
record an interest charge of $281,000 to reflect the in-the-money conversion
discount for the convertible note holders. See "Use of Proceeds" and
"Description of Securities--Convertible Notes."

6
<PAGE>
RISK FACTORS

THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH
DEGREE OF RISK. THIS PROSPECTUS INCLUDES CERTAIN FORWARD-LOOKING STATEMENTS
WHICH REFLECT THE COMPANY'S PLANS, ESTIMATES AND BELIEFS. THE COMPANY'S ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING
STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES ARE
DISCUSSED IN THE FOLLOWING RISK FACTORS AND ELSEWHERE IN THIS PROSPECTUS. IN
EVALUATING AN INVESTMENT IN THE SECURITIES, PROSPECTIVE INVESTORS SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND OTHER INFORMATION CONTAINED IN
THIS PROSPECTUS.

DEPENDENCE ON EXPANSION STRATEGY; MANAGEMENT OF GROWTH

The Company's expansion strategy will depend upon the ability of the Company
and its franchisees to open and operate additional restaurants profitably. The
opening of new restaurants, both by the Company and its franchisees, will depend
on a number of factors, many of which are beyond the control of the Company and
its franchisees. These factors include, among others, the availability of
management, attracting and retaining qualified franchisees, restaurant staff and
other personnel, the cost and availability of suitable restaurant locations,
acceptable leasing or financial terms and securing required governmental
permits. Although the Company has formulated its business plans and expansion
strategies based on certain assumptions, based on the current best estimates of
management, the Company anticipates that, as with most business ventures, they
will be subject to change. There can be no assurance that the Company's
assessments regarding timing and opening of new Company restaurants and
franchise restaurants or a variety of other factors will prove to be correct, or
that such new restaurants will be operated profitably.

The Company's expansion has and will continue to require the implementation
of enhanced operational systems. The Company regularly evaluates the adequacy of
its current policies, procedures, systems and resources, including financial
controls, management information systems, human resources, marketing, field and
restaurant management and vendor capacities and relations. There can be no
assurance that the Company will adequately address all of the changing demands
that its planned expansion will impose on such systems, controls and resources.
See "Business--Buffalo Wild Wings Expansion Strategy."

UNCERTAINTY OF MARKET ACCEPTANCE

In the course of expansion of the Company's concept, the Company and its
franchisees will enter new or more highly competitive geographic regions or
local markets in which they may have limited operating experience. There can be
no assurance that the Company or its franchisees will be able to create brand
awareness or achieve a level of success of the Buffalo Wild Wings concept in
these regions or particular local markets. New Company-owned restaurants
typically require several months of operation before achieving normal
profitability. When the Company enters highly competitive new markets or
territories in which the Company has not yet established a market presence, the
adverse effects on revenue and profit margins may be greater and more prolonged.

COMPETITION

The food service industry is intensely competitive. Because of the nature of
the Buffalo Wild Wings concept as "fast casual," the Company competes with
national casual dining chains, such as Applebee's, T.G.I. Friday's and Chili's,
national fast food chains, such as McDonald's, Burger King and Arby's, as well
as local chains and independently-operated restaurants. Competition in the
casual dining and fast food segments of the restaurant industry is expected to
remain intense with respect to price, service, location, concept and the type
and quality of food. There is also intense competition for real estate sites,
qualified management personnel and hourly restaurant staff. Some of the
Company's competitors have been in existence longer than the Company and may be
better established in markets where the Company or its franchisees are or may be
located. Further, many of these competitors have greater financial and other
resources and market presence than the Company and its franchisees. See
"Business--Competition."

7
<PAGE>
DEPENDENCE ON FRANCHISING CONCEPT

Currently, approximately 82% of the restaurants in the Company's chain are
franchised restaurants and franchising royalties represented approximately 24%
of the Company's revenues during 1997. Although the Company plans to reduce the
percentage of franchised restaurants in its chain, the Company's performance is,
and will continue to be, dependent upon its ability to attract and retain
qualified franchisees as well as the ability of its franchisees to promote and
capitalize upon the Company's concept and its reputation for quality and value.
The Company has established criteria for use in evaluating prospective
franchisees, but there can be no assurance that it will recruit franchisees who
have the business abilities or financial resources necessary to open restaurants
on schedule or that franchisees will conduct operations in a manner consistent
with the Company's concepts and standards. See "Business-- Franchising."

GOVERNMENT REGULATIONS

The restaurant industry is subject to numerous federal, state and local
governmental regulations, including those relating to the preparation and sale
of food and alcoholic beverages, sanitation, public health, fire codes, zoning
and building requirements. Termination of the liquor license for any restaurant
would adversely affect the revenues of that restaurant and failure to obtain
such licenses would adversely affect the Company's expansion plans. The Company
and its franchisees are also subject to laws governing their relationships with
employees, including benefit, wage and hour laws, and laws and regulations
relating to workers' compensation insurance rates, unemployment and other taxes,
working and safety conditions and citizenship or immigration status. The Company
may be subject in certain states to "dram-shop" statutes, which generally
provide a person injured by an intoxicated person the right to recover damages
from an establishment that wrongfully served alcoholic beverages to the
intoxicated person. While the Company carries liquor liability coverage, a
judgment against the Company under a dram shop statute in excess of such
insurance coverage, or any inability to continue to obtain such insurance
coverage at reasonable costs, could have a material adverse effect on the
Company. Failure to comply with any of these regulations or increases in the
minimum wage rate, employee benefit costs or other costs associated with
employees, could adversely affect the Company and its franchisees.

In addition, the Company is subject to various state and federal laws
relating to the offer and sale of franchises and the franchisor-franchisee
relationship. The failure by the Company to comply with these laws could subject
it to liability to franchisees and to fines or other penalties imposed by
governmental authorities. The Company believes that the franchising industry is
experiencing an increasing trend of franchisees filing complaints with
governmental authorities and instituting lawsuits against franchisors claiming
that they have engaged in unlawful or unfair trade practices or violated express
or implied agreements with franchisees. The Company believes that its relations
with its franchisees are generally good. See "Business--Government Regulations."

CERTAIN FACTORS AFFECTING THE RESTAURANT INDUSTRY

The restaurant industry is affected by national, regional and local economic
conditions, changing consumer tastes and spending priorities, health concerns
and trends, demographic trends, traffic patterns and the type, number and
location of competing restaurants. Multi-unit chains such as the Company can
also be adversely affected by publicity resulting from food quality, illness,
injury or other health concerns or operating issues stemming from one restaurant
or a limited number of restaurants. Dependence on fresh produce and meats also
subjects the Company to the risk that shortages or interruptions in supply,
particularly of chicken wings, caused by unfavorable weather or other
conditions, could adversely affect the availability, quality or cost of food
supplies. In addition, factors such as inflation, increased food, labor and
employee benefit costs, and the availability of qualified management and hourly
employees may also adversely affect the restaurant industry in general and the
Company's restaurants in particular. The Company and its franchisees may be the
subject of litigation based on discrimination, personal injury and

8
<PAGE>
other claims. None of the foregoing factors can be predicted with any degree of
certainty and any one or more of these factors could have a material adverse
effect on the Company's financial condition and results of operations. The
continued success of the Company will depend in part on the ability of the
Company's management to identify and respond appropriately to changing
conditions. See "Business--Competition."

NEED FOR ADDITIONAL FINANCING

The Company has opened five Company-owned restaurants in 1998, has one site
under construction as of the date of this Prospectus and expects to open four
additional restaurants in 1998. The Company anticipates that the proceeds
received in this offering, together with cash from operations, equipment leasing
and landlord construction contributions (when available) will be sufficient to
fund its expansion plans for 1998 and into 1999. There can be, however, no
assurance that these estimates will prove accurate. To continue the expansion at
the same or higher level through 1999 and beyond, the Company anticipates that
additional funding and equipment leasing will be necessary. In addition, the
Company has made a strategic decision going forward to increase the proportional
number of Company-owned restaurants in its restaurant base. Accordingly, the
Company will need to seek additional financing to continue its expansion efforts
after the proceeds from this offering are exhausted. There can be no assurance
that such additional financing will be available to the Company on favorable
terms, if at all. See "Use of Proceeds" and "Business--Buffalo Wild Wing
Expansion Strategy."

DEPENDENCE ON KEY PERSONNEL

The Company's ability to develop and market its products and to maintain a
competitive position depends, in large part, on its ability to attract and
retain qualified personnel. There can be no assurance that the Company will be
able to attract and retain such personnel. In particular, the Company is
presently dependent upon the services of Sally J. Smith, Chief Executive Officer
and President, Mary J. Twinem, Chief Financial Officer, and Stephen E. David,
Chief Operating Officer. The Company does not maintain key person insurance on
any of its employees. The Company's inability to retain the full-time services
of any of these people or attract other qualified individuals could have an
adverse effect on the Company, and there would likely be a difficult transition
period in finding replacements for any of them. See "Management."

CONTROL BY EXISTING MANAGEMENT

Executive officers and directors of Buffalo Wild Wings will beneficially own
approximately 22% of the outstanding shares of Common Stock of the Company after
this offering. As a result of such ownership, such stockholders as a group have
the ability to influence actions requiring stockholder approval, including the
election or removal of the members of the Board of Directors, and changes in
control of the Company. See "Principal Stockholders."

NO PRIOR PUBLIC MARKET FOR COMPANY'S SECURITIES; POSSIBLE VOLATILITY OF MARKET
PRICE

Prior to this offering, there has been no public market for any of the
securities of the Company. Although the Company has applied for listing of the
Common Stock and Warrants on the Nasdaq National Market, there can be no
assurance that an active public market for the Common Stock or Warrants will
develop or be sustained after the offering. Since, the Units will neither be
quoted on the Nasdaq system nor listed on a securities exchange, there will
likely be no public market for the Units. The initial offering price of the
Units and the Warrant exercise price have been arbitrarily determined by
negotiations between the Company and the Representative. The initial offering
price and the Warrant exercise price bear no relationship to the Company's
assets, book value, earnings, net worth or other recognized criteria of value.
Market prices for securities in this industry can be highly volatile, and the
market has experienced significant price and volume fluctuations that are
unrelated to the operating performance of particular companies. Announcements of
new restaurant openings or closings by the Company or its competitors,

9
<PAGE>
changes in the Company's comparable unit sales, government regulation, general
market conditions, as well as quarterly fluctuations in the Company's revenues
and financial results and other factors, may have a significant impact on the
market price of the Company's securities. In particular, the realization of any
of the risks described in the "Risk Factors" set forth in this Prospectus could
have a dramatic and adverse impact on such market price. See "Underwriting."

POTENTIAL ADVERSE MARKET IMPACT OF SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of Common Stock (including shares issued upon
the exercise of outstanding options) in the public market following this
offering could have an adverse effect on the market price of the Company's
securities. Such sales may also make it more difficult for the Company to sell
equity or equity-related securities in the future at a time and price that the
Company would deem appropriate. Upon completion of this offering, the Company
will have 3,487,758 shares of Common Stock issued and outstanding. Following
this offering, the 1,500,000 Shares and, following exercise of the Warrants, if
any, the 1,500,000 Warrant Shares will be freely tradable, except for any shares
purchased by an "affiliate" of the Company, which will be subject to the
limitations of Rule 144 promulgated under the Securities Act of 1933, as amended
("Rule 144"). All officers and directors and certain stockholders of the
Company, owning an aggregate of 1,938,612 shares, have entered into "lock-up"
agreements, agreeing not to sell, transfer or otherwise dispose of any shares of
Common Stock without the consent of the Representative for a period of 180 days
after the date of this Prospectus. The Representative may waive these
restrictions at any time in its discretion. Taking such restrictions into
account, in addition to the 1,500,000 Shares and 1,500,000 Warrant Shares, (i)
30,170 shares will be eligible for immediate sale on the date of this Prospectus
in accordance with Rule 144; (ii) 62 additional shares will become eligible for
sale in the public market beginning 90 days after the date of this Prospectus in
accordance with Rule 144; (iii) 18,789 additional shares will become eligible
for resale in the public market beginning in December 1998, subject to volume
and manner of sale limitations under Rule 144; (iv) 1,917,754 additional shares
will be eligible for sale beginning 180 days after the date of this Prospectus
upon the expiration of the lock-up agreements, subject, in certain cases, to
volume and manner of sale limitations under Rule 144; and (v) 20,983 additional
shares will be eligible for sale beginning in March 1999, subject to volume and
manner of sale limitations under Rule 144. As of the date of this Prospectus,
options to purchase an aggregate of 256,435 shares of Common Stock are
outstanding. See "Shares Eligible for Future Sale."

CURRENT PROSPECTUS AND STATE REGISTRATION REQUIRED TO EXERCISE WARRANTS;
POSSIBLE REDEMPTION OF WARRANTS

Purchasers of Units will be able to exercise the Warrants only if a current
prospectus relating to the shares of Common Stock underlying the Warrants is
then in effect and only if such securities are qualified for sale or exempt from
qualification under the applicable securities laws of the states in which the
various holders of Warrants reside. Although the Company will use its best
efforts to (i) maintain the effectiveness of a current prospectus covering the
shares of Common Stock underlying the Warrants and (ii) qualify the shares of
Common Stock underlying the Warrants for sale or for an exemption from
registration under the securities laws of the states in which the Units are
initially sold, there can be no assurance that the Company will be able to do
so. The Company will be unable to issue shares of Common Stock to those persons
desiring to exercise their Warrants if a current prospectus covering the shares
issuable upon the exercise of the Warrants is not kept effective or if such
shares are not qualified nor exempt from qualification in the states in which
the holders of the Warrants reside.

10
<PAGE>
covering the shares issuable upon the exercise of the Warrants is then effective
under federal securities laws. If the Warrants are redeemed, Warrant holders
will lose their right to exercise the Warrants except during the 30-day
redemption period. Redemption of the 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 sell the Warrants at the then market price or accept the
redemption price, which is likely to be substantially less than the market value
of the Warrants at the time of redemption. See "Description of
Securities--Warrants."

ADVERSE EFFECT OF UNDESIGNATED STOCK AND ANTI-TAKEOVER PROVISIONS

The authorized capital of the Company includes 5,000,000 shares of
undesignated stock. The Company's Board of Directors has the power to issue any
or all of the shares of undesignated stock, including the authority to establish
one or more series and to fix the powers, preferences, rights and limitations of
such class or series, without seeking stockholder approval. Further, as a
Minnesota corporation, the Company is subject to provisions of the Minnesota
Business Corporations Act ("MBCA") regarding "control share acquisitions" and
"business combinations." The Company may in the future consider adopting
additional anti-takeover measures. The authority of the Board to issue
undesignated stock and the anti-takeover provisions of the MBCA, as well as any
future anti-takeover measures adopted by the Company, may, in certain
circumstances, delay, deter or prevent takeover attempts and other changes in
control of the Company not approved by management and the Board of Directors. As
a result, the Company's stockholders may lose opportunities to dispose of their
shares at favorable prices generally available in takeover attempts or that may
be available under a merger proposal and the market price, voting and other
rights of the holders of Common Stock may also be affected. See "Description of
Securities."

DILUTION

Assuming conversion of $1.1 million of convertible notes issued in April
1998 into Common Stock, purchasers of shares in this offering will incur
immediate and substantial dilution in the pro forma net tangible book value per
share of $3.48 or 53.5% from an assumed Price to Public of $6.50 per Unit.
Assuming no conversion and the repayment of the convertible notes issued in
April 1998, purchasers of shares in this offering will incur immediate and
substantial dilution in the pro forma net tangible book value per share of $3.61
or 55.5% from an assumed Price to Public of $6.50 per Unit. Investors may also
experience additional dilution as a result of the exercise of outstanding stock
options, or the issuance by the Company of additional equity securities. See
"Dilution."

ABSENCE OF DIVIDENDS

The Company has not declared or paid any cash dividends on its Common Stock
since its inception and does not anticipate declaring or paying any such cash
dividends in the foreseeable future. See "Dividend Policy."

11
<PAGE>
USE OF PROCEEDS

The net proceeds to the Company from the sale of the 1,500,000 Units offered
to the public hereby are estimated to be $8.5 million ($9.8 million if the
Underwriters' over-allotment option is exercised in full), assuming an initial
public offering price of $6.50 per Unit, and after deducting estimated
underwriting discounts and estimated offering expenses payable by the Company.

<TABLE>
<CAPTION>
AMOUNT PERCENTAGE
------------ -----------
<S> <C> <C>
Expansion of Company-owned restaurant locations..................... $ 5,100,000 60.2%
Repayment of debt, including interest............................... 2,325,000 27.4
Upgrade of information systems...................................... 450,000 5.3
Existing store remodel, working capital and general corporate
purposes.......................................................... 600,000 7.1
------------ -----
Total........................................................... $ 8,475,000 100.0%
------------ -----
------------ -----
</TABLE>

The Company intends to use approximately $5.1 million of the net proceeds to
expand the number of Company-owned restaurants. The Company has an equipment
lease financing facility of up to $2.5 million, of which approximately $1.8
million is remaining as of the date of this Prospectus to fund additional
Company-owned restaurants. The Company estimates that with such proceeds and
equipment lease financing it can open four additional restaurants in 1998 and up
to eight restaurants in the first half of 1999.

The Company currently intends to use $2.3 million of such proceeds to repay
outstanding convertible debt issued in connection with a recent financing by the
Company and related accrued interest, up to $1.1 million of such debt is
convertible into Common Stock. If any portion of this amount is converted, the
amount of proceeds allocated to expansion of Company-owned restaurant locations
will be increased accordingly. These convertible notes accrue interest at the
rate of 10% per annum. Accrued interest and the unconverted portion of the
principal amount of the notes are due and payable 20 days following the closing
of this offering. The proceeds from the notes are being used to fund the
leasehold costs of additional Company-owned restaurants during the period prior
to this offering. See "Description of Securities--Convertible Notes."

The Company estimates using approximately $450,000 of the net proceeds to
upgrade its information systems, including establishing a network infrastructure
to allow communication and electronic transfer of documents and data between
offices, commissaries, restaurants and field managers, as well as updating the
accounting system.

The balance of the net proceeds will be used for new Buffalo Wild Wings
signage and interior updating at existing Company-owned restaurants, working
capital and general corporate purposes. The Company anticipates that the
proceeds received in this offering, together with cash from operations,
equipment leasing and landlord construction contributions (when available) will
be sufficient to fund its expansion plans for 1998 and into the second quarter
of 1999. To continue the expansion at a higher level through 1999 and beyond,
the Company anticipates that additional funding and equipment leasing will be
necessary, and there can be no assurances that this additional financing will be
available when needed or on terms acceptable or favorable to the Company.
Pending their use, the net proceeds will be invested in investment grade,
interest-bearing securities.

DILUTION

The pro forma net tangible book value of the Company's Common Stock at March
29, 1998 was $1.8 million or $.92 per share. "Net tangible book value"
represents the tangible assets less total liabilities of the Company and "net
tangible book value per share" was determined by dividing the net tangible book
value of the Company by the number of shares of Common Stock outstanding on
March 29, 1998. See "Capitalization." Without taking into account any changes in
the Company's net tangible book value per

12
<PAGE>
share after March 29, 1998, other than to give effect to the sale of the
1,500,000 shares offered hereby at an assumed initial offering price of $6.50
per Unit (net of underwriting discounts and commissions and estimated offering
expenses) and the conversion of $1,125,000 of notes issued in April 1998 (net of
issuance and other financing costs), the pro forma net tangible book value of
the Company at March 29, 1998 would have been $11.2 million or $3.02 per share.
This represents an immediate increase in pro forma net tangible book value to
the existing stockholders of $2.10 per share and an immediate pro forma net
tangible book value dilution to purchasers of the shares of $3.48 per share.
Without taking into account any changes in the Company's net tangible book value
per share after March 29, 1998, other than to give effect to the sale of the
1,500,000 shares offered hereby at an assumed initial offering price of $6.50
per Unit, assuming none of the notes issued in April 1998 are converted to
Common Stock, and the application of the estimated net proceeds therefrom (after
deducting the underwriting discounts and commissions and the estimated offering
expenses), the pro forma net tangible book value of the Company at March 29,
1998 would have been $10.1 million or $2.89 per share. This represents an
immediate increase in pro forma net tangible book value to the existing
stockholders of $1.97 per share and an immediate pro forma net tangible book
value dilution to purchasers of the shares of $3.61 per share. The following
illustrates those dilutions:

<TABLE>
<CAPTION>
AS ADJUSTED(1) AS ADJUSTED(2)
-------------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Assumed initial public offering price per
share.................................. $ 6.50 $ 6.50
Net tangible book value per share at
March 29, 1998....................... $ .92 $ .92
Increase per share attributable to new
investors............................ 2.10 1.97
--------- ---------
Pro forma net tangible book value per
share after this offering.............. 3.02 2.89
--------- ---------
Pro forma net tangible book value
dilution per share to new investors.... $ 3.48 $ 3.61
--------- ---------
--------- ---------
</TABLE>

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

(1) Assuming conversion, as discussed above.

(2) Assuming no conversion, as discussed above.

The following table summarizes as of March 29, 1998, on a pro forma basis
the difference between the number of shares of Common Stock purchased from the
Company by existing stockholders and by new investors in this offering, the
total cash consideration paid to the Company and the average price paid per
share (assuming a Price to Public of $6.50 per Unit). The table assumes that no
Units are purchased in this offering by existing stockholders. To the extent
existing stockholders purchase Units in this offering, their percentage
ownership, total consideration and average consideration per share will be
greater than is shown.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION(1) AVERAGE
----------------------- -------------------------- CONSIDERATION
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ----------- ------------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Existing stockholders............................... 1,987,633 57.0% $ 999,837 9.3% $ .50
New investors....................................... 1,500,000 43.0 9,750,000 90.7 6.50
---------- ----- ------------- ----- -----
Total........................................... 3,487,633 100.0% $ 10,749,837 100.0% --
---------- ----- ------------- ----- -----
---------- ----- ------------- ----- -----
</TABLE>

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

(1) Does not reflect any deductions for commissions or expenses paid or incurred
in connection with the issuance of such shares. Does not include 125 shares
of Common Stock issued after March 29, 1998.

13
<PAGE>

The foregoing tables and calculations, as of the date of this Prospectus,
(i) reflect a 1-for-2 reverse stock split of the Common Stock to be effected
simultaneously with the effective date of the Registration Statement of which
this Prospectus is a part, and (ii) does not include (a) up to 234,375 shares of
Common Stock issuable upon conversion of outstanding convertible notes, (b)
225,000 shares of Common Stock issuable upon exercise of the Underwriter's
over-allotment option, (c) 150,000 shares of Common Stock issuable upon exercise
of the Representative's Warrant, (d) 508,935 shares of Common Stock issuable
upon exercise of outstanding options and warrants, or (e) 1,500,000 shares of
Common Stock issuable upon exercise of the Warrants to be issued in connection
with this offering. See "Management--Stock Options," "Description of Securities"
and Note 10 to the Consolidated Financial Statements.

DIVIDEND POLICY

The Company has not declared or paid cash dividends on its Common Stock. The
Company currently intends to retain any earnings for use in the operation and
expansion of its business and therefore does not anticipate declaring or paying
any cash dividends in the foreseeable future.

14
<PAGE>
CAPITALIZATION

The following table sets forth capitalization of the Company as of March 29,
1998.

<TABLE>
<CAPTION>
MARCH 29, 1998
------------------------------------------------------
AS AS
ACTUAL PRO FORMA(2) ADJUSTED(3) ADJUSTED(4)
--------- ------------- ------------- -------------
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Short-term debt.......................................... $ 991 $ 3,010 $ 991 $ 991
--------- ------ ------------- -------------
--------- ------ ------------- -------------
Long-term debt and capital lease obligations............. $ 2,303 $ 2,303 $ 2,303 $ 2,303
--------- ------ ------------- -------------
Stockholders' equity:
Common Stock, no par value; 20,000,000 shares
authorized; 1,987,633, 1,987,633, 3,703,979 and
3,487,633 shares issued and outstanding,
respectively(1)...................................... 1,810 1,911 11,792 10,386
Retained earnings...................................... 424 424 (190) 91
--------- ------ ------------- -------------
Total stockholders' equity........................... 2,234 2,335 11,602 10,477
--------- ------ ------------- -------------
Total capitalization(5)............................ $ 4,537 $ 4,638 $ 13,905 $ 12,780
--------- ------ ------------- -------------
--------- ------ ------------- -------------
</TABLE>

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

(1) Reflects a 1-for-2 reverse stock split of the Common Stock to be effected
simultaneously with the effective date of the Registration Statement of
which this Prospectus is a part. Does not include (i) 225,000 shares of
Common Stock issuable upon exercise of the Underwriter's over-allotment
option, (ii) 150,000 shares of Common Stock issuable upon exercise of the
Representative's Warrant, (iii) 508,935 shares of Common Stock issuable upon
exercise of outstanding options and warrants, or (iv) 1,500,000 shares of
Common Stock issuable upon exercise of the Warrants to be issued in
connection with this offering. Does not include 125 shares of Common Stock
issued after March 29, 1998.

(2) Pro forma capitalization of the Company to reflect the issuance of
$2,250,000 of notes and detachable warrants in April 1998.

(5) Capitalization does not include short-term debt.

15
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data of the Company as of and
for each of the fiscal years in the three-year period ended December 28, 1997,
have been audited by KPMG Peat Marwick LLP, independent certified public
accountants. The consolidated statement of operations data for the years ended
December 29, 1996 and December 28, 1997 and the consolidated balance sheet data
for the years then ended are derived from and are qualified by reference to, and
should be read in conjunction with the more detailed Consolidated Financial
Statements of the Company and the Notes thereto, included elsewhere in this
Prospectus, and the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" which follows this section. The
consolidated statement of operations data for the three months ended March 30,
1997 and March 29, 1998 and the consolidated balance sheet data at March 29,
1998 have been derived from the Company's unaudited consolidated financial
statements for such periods included elsewhere in this Prospectus. The results
of operations for the three months ended March 29, 1998 are not necessarily
indicative of results to be expected for the entire fiscal year or for other
interim periods.

<TABLE>
<CAPTION>
FOR THE
FOR THE YEARS ENDED THREE MONTHS ENDED
------------------------------------------- ------------------------
DECEMBER 31, DECEMBER 29, DECEMBER 28, MARCH 30, MARCH 29,
1995 1996 1997 1997 1998
------------- ------------- ------------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Restaurant sales...................................... $ 10,031 $ 11,253 $ 12,216 $ 3,173 $ 3,280
Franchising revenues:
Initial franchise fees.............................. 315 338 328 123 50
Royalty income...................................... 1,944 3,010 3,502 830 1,000
------------- ------------- ------------- ----------- -----------
Total franchising revenues........................ 2,259 3,348 3,830 953 1,050
------------- ------------- ------------- ----------- -----------
Total revenue......................................... 12,290 14,601 16,046 4,126 4,330
Cost of restaurant sales.............................. 6,853 7,338 7,809 2,068 2,089
Selling, general and administrative expenses.......... 5,893 5,836 6,301 1,608 1,817
Preopening expenses................................... 28 53 65 23 112
Impairment and disposal charges....................... 1,120 -- 157 -- 145
------------- ------------- ------------- ----------- -----------
Earnings (loss) from operations....................... (1,604) 1,374 1,714 427 167
Other income (expense), net........................... (289) (373) (343) (93) (56)
------------- ------------- ------------- ----------- -----------
Earnings (loss) before income taxes................... (1,893) 1,001 1,371 334 111
Income tax expense (benefit).......................... (222) 195 543 136 46
------------- ------------- ------------- ----------- -----------
Net earnings (loss)................................... $ (1,671) $ 806 $ 828 $ 198 $ 65
------------- ------------- ------------- ----------- -----------
------------- ------------- ------------- ----------- -----------
Earnings (loss) per common share(1)................... $ (1.09) $ .45 $ .42 $ .10 $ .03
------------- ------------- ------------- ----------- -----------
------------- ------------- ------------- ----------- -----------
Weighted average common share outstanding(1).......... 1,539 1,784 1,967 1,967 1,969
------------- ------------- ------------- ----------- -----------
------------- ------------- ------------- ----------- -----------
Earnings (loss) per common share--assuming
dilution(1)......................................... $ (1.09) $ .45 $ .41 $ .10 $ .03
------------- ------------- ------------- ----------- -----------
------------- ------------- ------------- ----------- -----------
Weighted average common and common equivalent shares
outstanding(1)...................................... 1,539 1,784 2,019 1,998 2,033
------------- ------------- ------------- ----------- -----------
------------- ------------- ------------- ----------- -----------
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 29, DECEMBER 28, MARCH 29,
1995 1996 1997 1998
------------- --------------- --------------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Total current assets...................................... $ 2,024 $ 2,994 $ 3,284 $ 2,603
Total assets.............................................. 5,042 7,594 7,541 8,900
Total current liabilities................................. 4,220 3,966 3,451 4,229
Total long-term liabilities............................... 1,668 2,392 2,026 2,437
Retained earnings (accumulated deficit)................... (1,275) (469) 359 424
Total stockholders' equity (deficit)...................... (846) 1,236 2,064 2,234
</TABLE>

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

(1) See Note 1 to Consolidated Financial Statements for determination of
weighted average common and common equivalent shares outstanding. Share and
per share amounts adjusted for a 1-for-2 reverse stock split of the Common
Stock to be effected simultaneously with the effective date of the
Registration Statement of which this Prospectus is a part.

16
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL STATEMENTS OF THE COMPANY AND THE NOTES THERETO INCLUDED ELSEWHERE IN
THIS PROSPECTUS. THIS PROSPECTUS INCLUDES CERTAIN FORWARD-LOOKING STATEMENTS
WHICH REFLECT THE COMPANY'S PLANS, ESTIMATES AND BELIEFS. THE COMPANY'S ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING
STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES ARE
DISCUSSED IN THE RISK FACTORS SECTION AND ELSEWHERE IN THIS PROSPECTUS. IN
EVALUATING AN INVESTMENT IN THE SECURITIES, PROSPECTIVE INVESTORS SHOULD
CAREFULLY CONSIDER THE RISK FACTORS AND OTHER INFORMATION CONTAINED IN THIS
PROSPECTUS.

GENERAL

The Company owns and operates 15 restaurants in four states, including one
restaurant currently under construction, and has 69 franchised restaurants in 15
states. The Company's revenues consist of sales from its restaurant operations
and franchise fees and royalties from its franchise operations. Franchise fees
are recognized in income in the period that substantially all services and
conditions relating to the sale under the Company's franchise agreement have
been performed, typically the period in which the franchise opens.

Cost of restaurant sales include food, paper and beverage costs, along with
labor and benefits costs, associated with Company-owned restaurants.

Selling, general and administrative ("SGA") expenses include all other
restaurant-level expenses including occupancy, advertising, utilities, and
maintenance. The Company operates commissaries, which provide food and
restaurant supplies to Company-owned and franchised locations. Revenue and
expenses relating to the operation of the commissaries are reported in SGA
expense in the statement of earnings. Restaurant and franchise field
supervision, training, franchising, marketing and corporate and regional office
expenses are also included in SGA expenses.

Preopening expenses, including labor costs, costs of hiring and training
personnel and certain other costs incurred prior to or in conjunction with
opening new restaurant locations are reflected on the statement of earnings as
an expense in the period incurred.

Impairment charges are recorded whenever events or changes in circumstances
indicated that the carrying amount of a restaurant may not be recoverable. The
Company performs a semi-annual review of all Company-owned restaurants for
impairment. Disposal charges are recorded in the period that management makes
the decision to sell or close a Company-owned restaurant.

In late 1994, the Company moved its headquarters from Cincinnati, Ohio to
Minneapolis, Minnesota. This move coincided with a strategic decision by the
Company's founders to assemble an experienced executive management team. This
team assessed current operations and developed a plan to position the Company
for future growth. Based on the review by management of existing Company-owned
restaurants, in 1995 the Company developed and initiated a plan to restructure
the Company for long-term growth. This plan included the sale or closure of four
restaurants and the establishment of a corresponding reserve of $1.1 million to
cover the estimated losses and associated expenses, net of estimated proceeds.
Management believes that these restructuring activities, in addition to other
operating initiatives, were responsible for improved operating earnings in
fiscal 1996 and 1997.

17
<PAGE>
RESULTS OF OPERATIONS

The following table presents, for the periods indicated, (i) the percentages
which certain items included in the consolidated statement of earnings bear to
total revenue, and (ii) other selected operating data. The Company utilizes a
52- or 53-week accounting period. The 1995, 1996 and 1997 include 53, 52, and 52
weeks, respectively.

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
------------------------------------------------- ------------------------
DECEMBER 31, DECEMBER 29, DECEMBER 28, MARCH 30, MARCH 29,
1995 1996 1997 1997 1998
--------------- --------------- --------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Restaurant sales.............................. 81.6% 77.1% 76.1% 76.9% 75.8%
Franchising revenue........................... 18.4% 22.9% 23.9% 23.1% 24.2%
----- ----- ----- ----- -----
Total revenue................................. 100.0% 100.0% 100.0% 100.0% 100.0%
----- ----- ----- ----- -----
----- ----- ----- ----- -----
Cost of restaurant sales(1)................... 68.3% 65.2% 63.9% 65.2% 63.7%
Selling, general and administrative
expenses.................................... 47.9% 40.0% 39.2% 39.0% 42.0%
Preopening expenses........................... 0.2% 0.3% 0.4% 0.6% 2.6%
Impairment and disposal charges............... 9.1% 0.0% 1.0% 0.0% 3.3%
----- ----- ----- ----- -----
Total operating expenses...................... 57.3% 40.3% 40.6% 39.6% 47.9%
----- ----- ----- ----- -----
Earnings (loss) from operations............... (13.0%) 9.4% 10.7% 10.4% 3.9%
Other income (expense):....................... (2.4%) (2.6%) (2.1%) (2.3%) (1.3%)
----- ----- ----- ----- -----
Earnings before income taxes.................. (15.4%) 6.8% 8.6% 8.1% 2.6%
Income tax expense (benefit).................. (1.8%) 1.3% 3.4% 3.3% 1.1%
----- ----- ----- ----- -----
Net earnings (loss)........................... (13.6%) 5.5% 5.2% 4.8% 1.5%
----- ----- ----- ----- -----
----- ----- ----- ----- -----
Other selected operating data:
Number of restaurants open at end of period:
Company................................. 11 10 10 10 12
Franchised.............................. 50 61 68 62 69
----- ----- ----- ----- -----
61 71 78 72 81
----- ----- ----- ----- -----
----- ----- ----- ----- -----
</TABLE>

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

(1) As a percentage of restaurant sales.

THREE MONTHS ENDED MARCH 30, 1997 AND MARCH 29, 1998

REVENUE. For the three months (13 weeks) ended March 29, 1998, the
Company's total revenues increased $204,000, or 4.9%, to $4.3 million compared
to $4.1 million for the three months ended March 30, 1997. Restaurant sales
increased $107,000, or 3.4%, to $3.3 million for the three months in 1998 from
$3.2 million in 1997. The increase in franchising was due to $519,000 of sales
from units that opened since March 30, 1997 and $107,000 of sales of units sold
or closed in the second quarter of 1997 offset by a $24,000 decrease in sales
from comparable units. Franchising revenue was $1.05 million in the first three
months of 1998, a $97,000 or 10.2% increase from $953,000 during the first three
months of 1997. The increase in franchising revenue is a result of an increase
in the number of franchise locations from 62 at March 30, 1997 to 69 at March
29, 1998, which was partially offset by a $73,000 reduction in initial franchise
fees due to opening three franchise locations in the first months of 1997
compared to two in 1998.

18
<PAGE>
COST OF RESTAURANT SALES. During the three months ended March 30, 1998,
cost of restaurant sales was 63.7% versus 65.2% for the comparable period in
1997. This decrease of 1.5% as a percentage of restaurant sales was primarily
due to improved labor utilization.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $209,000 or 13.0% to $1.8 million for the
three months ended March 30, 1998 compared to $1.6 million for the three months
ended March 29, 1997. This increase is principally attributable to selling,
general and administrative expenses for franchising, advertising and corporate
management. The Company continued to strengthened its corporate infrastructure
during 1997 to support its planned future growth, including the addition of Vice
Presidents of Franchise Sales, Marketing and Human Resources. The Company
anticipates that administrative expenses will remain constant as a percent of
total revenue for the near-term. Selling, general and administrative expenses as
a percentage of total revenue were 42.0% for the three-month period ended March
31, 1998 compared to 39.0% for the same period in 1997.

PREOPENING EXPENSES. Preopening expenses aggregated $112,000 in the
three-month period ended March 29, 1998 compared to $23,000 for the same period
in 1997. During the first three months of 1998, the Company incurred preopening
expenses for two new restaurants opened in March of 1998, and a portion of the
preopening expenses for three additional Company-owned restaurants under
construction during the second quarter of 1998. The Company will incur
preopening expenses during 1998 as additional Company-owned restaurants are
developed and opened. During the first three months of 1997, preopening expenses
were incurred for one restaurant which opened in February of 1997.

IMPAIRMENT AND DISPOSAL CHARGES. In March of 1998, the Company decided to
close an older restaurant located in Ohio that was in close proximity to another
Company-owned restaurant. As a result, the Company recorded a $145,000 charge to
operations for estimated lease commitments and other expenses associated with
closing this location. The restaurant was closed in April of 1998. There were no
charges recorded in the three-month period ended March 30, 1997.

INTEREST EXPENSE AND OTHER INCOME (EXPENSE). Interest expense and other
income (expense) decreased $37,000 to $56,000 for the three months ended March
29, 1998 from $93,000 for the three months ended March 30, 1997. Interest
expense decreased by $31,000 primarily due to extinguishing a debt for $25,000
less than its carrying amount. Other income increased $6,000 to $19,000 in the
three months ending March 29, 1998 from $13,000 for the three months ended March
30, 1997, primarily due to additional interest earned on short-term cash
investments and finance charges assessed on franchisees accounts receivable.

In April 1998, the Company completed a private financing of $2.25 million of
units consisting of short-term notes, which are 50% convertible into Common
Stock, and Common Stock warrants. As a result of this private financing,
interest expense for 1998 may be up to approximately $650,000 higher than 1997
due to the notes stated 10% interest rate and the related amortization and
accretion of other financing costs and discounts.

INCOME TAX EXPENSE. The Company's effective tax rate for the three months
ended March 29, 1998 and March 30, 1997 was 41.4% and 40.7%, respectively. The
Company anticipates that the effective rate for the 1998 fiscal year will be
approximately 39% to 40%.

NET EARNINGS. Net earnings were $65,000 for the three months ended March
29, 1998 compared to $198,000 for the first three months ended March 30, 1997
for the reasons discussed above.

YEAR ENDED DECEMBER 29, 1996 COMPARED TO YEAR ENDED DECEMBER 28, 1997

REVENUE. For the year ended December 28, 1997, the Company's total revenues
increased $1.4 million or 9.9% to $16 million compared to $14.6 million for the
year ended December 29, 1996. Restaurant sales increased $963,000, or 8.6%, to
$12.2 million for the year 1997 from $11.3 million in 1996. This

19
<PAGE>
increase was due to $3.4 million of sales from units opened during 1996 and
1997, offset by a $2 million decrease in sales from units sold or closed in 1996
and 1997 and a $424,000 decrease in comparable unit sales in 1997 versus 1996.
Of this comparable unit decrease, $374,000 is attributable to one store whose
sales decrease was principally the result of a new Company-owned restaurant that
was opened in close proximity in February 1997. Franchising revenue was $3.8
million in 1997, a $482,000 or 14.4% increase from 1996 revenues of $3.3
million. This increase in franchising revenue is a result of an increase in the
number of franchise locations from 61 at December 29, 1996 to 68 at December 28,
1997, offset by initial franchise fees related to the opening 11 franchise
locations in 1997 compared to 15 in 1996.

COST OF RESTAURANT SALES. During the year ended December 28, 1997, cost of
restaurant sales was 63.9% versus 65.2% for the comparable period in 1996. This
1.3% improvement was primarily due to reduced food, beverage and paper costs
resulting from improved cost control in food preparation and increased menu
prices. Labor costs remained stable as a percentage of restaurant sales.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $465,000 or 8.0% to $6.3 million for the year
ended December 28, 1997 compared to $5.8 million for the year ended December 29,
1996. This increase is principally attributable to increased salary and benefits
expenses for additional franchising, advertising and corporate management offset
by improved performance by commissary operations.

PREOPENING EXPENSES. Preopening expenses incurred in the opening of new
restaurants totaled $65,000 for the year ended December 28, 1997 compared to
$53,000 for the same period in 1996. In both 1997 and 1996, the Company opened
two new Company-owned restaurants.

IMPAIRMENT AND DISPOSAL CHARGES. In 1995, the Company decided to sell or
close four restaurants and established a reserve of $1.1 million to cover the
estimated loss and expenses associated with the sale or closure, net of
estimated proceeds. No additional charges were recorded in 1996. In 1997, the
Company recorded a charge of $292,000 for asset impairment, which was partially
offset by a $135,000 reduction in the 1995 disposal reserve due to a change in
the estimated future rent payments to be paid by the Company.

INTEREST EXPENSE AND OTHER INCOME (EXPENSE). Interest expense and other
income (expense) decreased $30,000 to $343,000 for the year ended December 28,
1997 from $373,000 for the year ended December 29, 1996. Interest expense
decreased by $43,000 due to lower overall interest rates and a reduction in
total long-term debt. Other income (expense) decreased by $7,000.

INCOME TAX EXPENSE. The Company's effective tax rate for the year ended
December 28, 1997 and December 29, 1996 was 39.6% and 19.5%, respectively.
During 1995, the Company developed and initiated a plan to substantially
restructure its operations. Based on the Company's improved financial and
taxable income in 1996, the Company concluded that it was more likely than not
to realize its deferred tax assets. As such the Company eliminated its valuation
allowance for deferred tax assets which substantially reduced the Company's
effective tax rate in 1996. The Company anticipates its effective tax rate for
1998 will range between 39-40%.

NET EARNINGS. Net earnings were $828,000 for the year ended December 28,
1997 compared to $806,000 for the year ended December 29, 1996 for the reasons
discussed above.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 29, 1996

REVENUE. For the year ended December 29, 1996, the Company's total revenues
increased $2.3 million or 18.8% to $14.6 million compared to $12.3 million for
the year ended December 31, 1995. Restaurant sales increased $1.2 million, or
12.2%, to $11.3 million for the year 1996 from $10 million in 1995. This
increase was due to $2.6 million of sales at new units opened or purchased
during 1995 and 1996, offset by a $528,000 decline in sales from comparable
units and a $836,000 decline from units sold in

20
<PAGE>
May 1996. Also, 1996 revenue includes 52 weeks of sales versus 53 weeks of sales
in 1995. After normalizing 1995 revenue to approximate 52 weeks, comparable unit
sales in 1996 decreased 5% versus 1995. Franchising revenue was $3.3 million in
1996, a $1.1 million or 48.2% increase from 1995. The increase in franchising
revenue is a result of an increase in the number of franchise locations from 50
at December 31, 1995 to 61 at December 29, 1996. Initial franchise fee revenue
was comparable in 1996 and 1995 due to a higher average initial franchise fee
which more than offset a reduction in franchise openings from 23 in 1995 to 15
in 1996.

COST OF RESTAURANT SALES. During the year ended December 29, 1996, cost of
restaurant sales was 65.2% versus 68.3% for the comparable period in 1995. This
3.1% improvement was primarily due to reduced food, beverage and paper costs
resulting from improved cost control in food preparation and increased menu
prices. Labor costs remained consistent as a percentage of restaurant sales.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased $1.2 million or 17.1% to $5.8 million for the
year ended December 29, 1996 compared to $7 million for the year ended December
31, 1995. This decrease is principally attributable to improved performance by
commissary operations which showed a profit margin during 1996 versus a loss in
1995. Total selling, general and administrative expenses also declined due to
the sale of three restaurants in 1996. These two factors were partially offset
by additional corporate overhead expenses incurred with establishing a new
management team.

PREOPENING EXPENSES. Preopening expenses incurred in the opening of new
restaurants totaled $53,000 in the year ended December 29, 1996 compared to
$28,000 for the same period in 1995. During 1996, the Company incurred
preopening expenses for two new restaurants compared to one during 1995.

IMPAIRMENT AND DISPOSAL CHARGES. In 1995, the Company decided to sell or
close four restaurants and established a reserve of $1.1 million to cover the
estimated losses and expenses associated with the sale or closure, net of
estimated proceeds. During 1996, three of these restaurants were sold, and the
reserve has been adequate to cover related losses and expenses.

INTEREST EXPENSE AND OTHER INCOME (EXPENSE). Interest expense and other
income (expense) increased $84,000 to $373,000 for the year ended December 29,
1996 from $289,000 for the year ended December 31, 1995. Interest expense
increased $116,000 as a result of additional debt borrowings during 1995. Other
income increased $32,000, the result of additional interest earned on short-term
cash investments and finance charges assessed on franchise accounts receivable.

INCOME TAX EXPENSE (BENEFIT). The Company's effective tax rate for the year
ended December 29, 1996 and December 31, 1995 was 19.5% and (11.7%),
respectively. As discussed above, the Company eliminated its valuation allowance
for deferred tax assets in 1996, which substantially reduced the Company's 1996
effective tax rate.

NET EARNINGS. Net earnings were $806,000 for the year ended December 29,
1996 compared to a net loss of $1.7 million for the year ended December 31, 1995
for the reasons discussed above.

LIQUIDITY AND CAPITAL RESOURCES

The Company generates cash from its restaurant operations and through the
sale of franchises and ongoing franchise royalties. The Company sells products
through its commissary to franchisees on 15-day terms. At the end of the fiscal
years 1995, 1996 and 1997 and at March 29, 1998, the Company had net accounts
receivable of $1.1 million, $980,000, $1.1 million and $1.3 million,
respectively. As of the end of the last three fiscal years, the Company has
operated with a working capital deficit. This deficit has decreased from $2.2
million at December 31, 1995 to $167,000 at December 28, 1997. The working
capital position has improved due to an increase in cash on hand generated by
operations and reduction in the current maturities of long-term debt. Net cash
provided by operating activities was $2.2 million in 1996 and

21
<PAGE>

$1.6 million in 1997, and $110,000 and $642,000 for the three months ended March
30, 1997 and March 29, 1998, respectively. In 1995, net cash used in operating
activities was $964,000.

The Company requires capital primarily for the development or acquisition of
new restaurants, remodeling and relocation of existing Company-owned
restaurants, commissary equipment, and information systems. Capital expenditures
totaled $585,000, $1.4 million, and $794,000 for 1995, 1996, and 1997,
respectively, and $228,000 and $1.2 million for the three months ended March 30,
1997 and March 29, 1998, respectively. Net cash used in investing activities,
which includes primarily the acquisition costs of fixed assets, was $589,000,
$1.1 million, and $327,000 in 1995, 1996 and 1997, respectively, and $93,000 and
$1.2 million for the three-month period ended March 30, 1997 and March 29, 1998,
respectively.

The Company has historically funded capital expenditures through bank
borrowings, equipment leasing, sale of Common Stock and cash from operations. In
1996, the Company issued Common Stock totaling 231,550 shares through a private
placement, resulting in proceeds of $651,000, net of expenses. Of this amount,
$250,000 was used to repay a short-term note held by a shareholder of the
Company. Cash flows from financing activities primarily include proceeds from
notes and issuance of Common Stock offset by principal payments on notes and
capital leases. Net cash used by financing activities was $280,000 in 1996 and
$911,000 in 1997, and $226,000 and $262,000 for the three-month periods ended
March 30, 1997 and March 29, 1998, respectively. In 1995, proceeds provided by
notes exceeded payments, resulting in net cash provided by financing activities
of $1.0 million.

In April 1998, the Company completed a private financing of $2.25 million of
units consisting of short-term notes, which are 50% convertible into Common
Stock, and Common Stock warrants. The proceeds of this financing are being used
to fund the leasehold costs of additional Company-owned restaurants incurred
during the period prior to this offering. The Company has opened five new
restaurants in 1998 and has one additional Company-owned restaurant under
construction. Net leasehold costs for these six sites range from $92,000 to
$302,000, depending on square footage, condition of space being leased, and
availability of tenant improvement dollars from the lessor. Equipment costs will
typically average $250,000 and are substantially financed through five-year
equipment leases. In addition to the one Company-owned restaurant that is
currently under construction, the Company has signed leases for seven additional
sites. Five of these leases are in the contingency phase and could be revoked if
certain conditions are not satisfied. The remaining sites are in the
pre-construction phase of planning, design and applying for permits.

The Company has an equipment lease financing facility of up to $2.5 million
for restaurant and computer equipment available through June 1999, of which
$700,000 has been used to fund expansion to date. The Company also has an
unsecured $250,000 line of credit with a bank due on January 1, 1999, which to
date has not been utilized.

The Company anticipates that the proceeds received in this offering,
together with cash from operations, equipment leasing and landlord construction
contributions (when available) will be sufficient to fund its expansion plans
for 1998 and into the second quarter of 1999. To continue the expansion at the
same or higher level through 1999 and beyond, the Company anticipates that
additional funding and equipment leasing will be necessary, and there can be no
assurances that this additional financing will be available when needed or on
terms acceptable or favorable to the Company.

INFLATION AND SEASONALITY

The Company's results of operations are impacted only slightly by
seasonality, due to a variety of location types (campus, suburban, downtown)
which lessens the impact. Also, quarterly results have been, and in the future
are likely to be, significantly impacted by the timing of new restaurant
openings and their respective preopening costs. Thus, results for any quarter
are not necessarily indicative of the results that may be achieved for a full
fiscal year.

22
<PAGE>
The primary inflationary factors affecting the Company's operations include
food, paper, and beverage costs, and labor and benefits costs. Chicken costs
fluctuate seasonally which is taken into consideration when establishing menu
prices. The low unemployment rate, and the resulting shortage of availability of
qualified restaurant management and hourly workers in certain geographic
locations in which the Company may expand could cause related increases in costs
of recruiting and compensating restaurant employees. In addition, the Company's
leases require the Company to pay taxes, maintenance and utilities, and these
costs, particularly real estate taxes, are subject to increases.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

In 1997, the Financial Accounting Standards Board issued SFAS 130, REPORTING
COMPREHENSIVE INCOME. It established standards for reporting and displaying the
components of comprehensive income. The statement requires additional
disclosures but has no impact on consolidated net earnings.

YEAR 2000

The Company is currently evaluating the Year 2000 issue. Anticipated
expenditures are not expected to have a significant impact on the Company's
ongoing results of operations. The Company believes that failure by its
suppliers to address this issue in a timely manner will not have a significant
impact on the Company or its operations because alternative suppliers are
available.

23
<PAGE>
BUSINESS

GENERAL

Buffalo Wild Wings develops, franchises and operates comfortable, "fast
casual" restaurants offering a broad menu of affordably priced food with a focus
on Buffalo, New York-style chicken wings. The Company's restaurants target the
market niche between fast food and casual dining, offering a dining and
entertainment experience focused on quality food, value pricing and a relaxed,
fun atmosphere. The Company believes that its restaurants have a family-friendly
appeal designed to allow the dining atmosphere and bar to coexist.

The Company's strategy is focused around a distinctive menu featuring 12
signature sauces that range from mild Teriyaki to "better-be-ready Blazin." In
addition to its Buffalo, New York-style chicken wings, the Company's restaurants
offer a broad menu of other made-to-order casual food items including burgers,
sandwiches, salads and appetizers. All of the menu items are available for
carryout, which approximates over 20% of restaurant sales for Company-owned
restaurants. The Company believes it has differentiated its concept beyond its
menu by creating a relaxed, unstructured and entertaining atmosphere that
appeals to a variety of consumers. The Company also attempts to position its
restaurants to take advantage of the lifestyles of families, particularly in
light of the growing influence that children have in the buying decision. All of
the Company's restaurants have numerous televisions with satellite service,
including large screen televisions, to capitalize on the very high interest in
sports and the National Trivia Network. Each restaurant also has a full service
bar, offering an extensive selection of specialty beers on tap, 30 or more
different bottled beers, wine and liquor. On average, annual alcoholic beverage
revenue accounts for 35% to 40% of total system-wide restaurant revenue.

Founded in 1982 with the opening of its first restaurant on the Ohio State
University campus, the Company has expanded into 16 states with a chain of 84
restaurants, of which 15 are Company-owned and 69 are franchised, including one
Company-owned restaurant currently under construction and two franchised
restaurants scheduled to open in July 1998. The Company intends to expand its
operations by increasing market penetration in existing markets and entering new
markets by emphasizing Company-owned restaurants with a continued roll-out of
franchised locations. The Company has made a strategic decision to seek to
increase the proportional number of Company-owned restaurants in its restaurant
base from 18% currently to 30%. The Company believes this strategy will allow it
to more rapidly grow the value of the Company and attract and retain qualified
personnel. The Company has opened five Company-owned restaurants in 1998 and has
one site under construction as of the date of this Prospectus. In addition, two
new franchised restaurants have opened in 1998 and two are scheduled to open in
July 1998.

The Company operates under three different service models: counter service,
modified wait service (initial orders placed at the counter followed by wait
service) and full wait service. The Company plans to convert the majority of its
restaurants to the modified wait service model and incorporate this service
level in its new restaurants. This strategy allows the Company to preserve its
niche as a "fast casual" restaurant, between the fast food and casual dining
segments, by offering more convenience and lower prices than casual dining but
providing a higher service level and more entertaining atmosphere than available
at fast food restaurants.

THE BUFFALO WILD WINGS CONCEPT

The Company's restaurants were originally named Buffalo Wild Wings and Weck
and were nicknamed bw-3 by its customers as a logical abbreviation of the
Company's longer original name. The Company has developed a loyal customer
following and name recognition in its core Ohio market and other of its markets.
The Company believes it receives a considerable amount of repeat business. The
Company has enhanced the restaurant name from bw-3 Grill and Pub to Buffalo Wild
Wings Grill & Bar for its new restaurants. The updated name and logo may
incorporate the bw-3 name into its new logo in certain markets to capitalize on
the name recognition that the Company has achieved in those markets. To date, 14
restaurants (nine Company-owned and five franchised) operate using the Buffalo
Wild Wings Grill & Bar name and logo.

24
<PAGE>
Buffalo Wild Wings restaurants target the niche between fast food and casual
dining, competing mainly with small, independently-owned restaurants. The
Company's strategy capitalizes on the increasing trend that people are preparing
fewer meals at home. The Company believes that, due in part to the growth in
single parent and dual-income households, consumers are searching for
comfortable, reasonably-priced dining. In addition, off-premises dining
(carryout) is one of the fastest growing segments of the restaurant industry.
Carryout accounts for over 20% of restaurant sales for Company-owned
restaurants. Recent studies have indicated an increasing number of consumers are
demanding higher quality food at reasonable prices. With an average ticket of
$6-9 for high-quality, flavorful food, the Company's restaurants are satisfying
consumer demands.

As a "fast-casual" restaurant, the Company has developed an interior design
that it believes is very comfortable and pleasing. The restaurants are fixtured
with stools, booths and various sized tables, and decorated with colorful
buffalo graphics and local memorabilia. Each restaurant is equipped with audio
and visual equipment for watching sporting events. The restaurants have multiple
big-screen televisions, with cable and satellite programming and the National
Trivia Network ("NTN") for on-line trivia games. Customers are encouraged to
pull together tables, relax, play NTN or watch the "big game" while enjoying
their food and beverages. The Company believes that customers value the
entertainment nature of the Company's restaurants.

To preserve its niche between the fast food and casual dining segments, the
Company plans to convert to the modified wait service model in the majority of
its Company-owned restaurants and incorporate this model in its new restaurants.
Under the modified service model, customers will continue to place orders at the
counter. After the initial food order is placed and the customer sits down, wait
service begins. This style of service has been well received by customers since
they do not have to interrupt their meals to go to the service counter or to the
bar to get additional food or drinks. The Company believes that this service
model will enable it to maintain lower prices than casual dining while providing
a higher level of service and a more entertaining atmosphere than available at
fast food restaurants.

The typical dining area seats 175 to 225 people with a mix of large booths
and tables. The majority of the Company's restaurants are designed with a
spacious counter area for ordering and a bar area generally to one side of the
restaurant. The Company's newest restaurants have updated color schemes of blue
and gold earthtones, include wood floors in the bar area and contain greater
differentiation between the bar and restaurant areas.

BUFFALO WILD WINGS EXPANSION STRATEGY

Over the past 16 years, the Company has expanded from its first restaurant
adjacent to the Ohio State University campus to 84 locations in 16 states,
including one Company-owned restaurant under construction and two franchised
restaurants scheduled to open in July 1998. The Company has made a strategic
decision going forward to increase the proportional number of Company-owned
restaurants in its restaurant base. The Company believes this strategy will
allow it to more rapidly grow the value of the Company and attract and retain
qualified personnel. The Company's expansion efforts are aimed at increasing
market penetration in its Midwestern core markets, as well as developing new
markets in the Southeast and along the Mid-Atlantic East Coast. The Company has
opened five Company-owned restaurants in 1998 and has one site under
construction as of the date of this Prospectus. The Company estimates that with
the net proceeds of this offering and equipment lease financing it can open four
additional restaurants and up to eight restaurants in the first half of 1999. In
1998, the Company anticipates up to eight new franchised restaurants will open
in addition to the two that have already opened and the two scheduled to open in
July 1998.

The Company is currently operating in only a fraction of the markets where
it believes that its concept can be successful. The Company will continue to
follow its two-pronged strategy in selecting restaurant locations by locating
near college campuses and in selected suburban markets. The Company estimates
that there are more than 90 college campuses, with student populations exceeding
10,000 and city populations over 50,000, where the Company could successfully
operate restaurants. The Company's

25
<PAGE>
concept is also successful in suburban locations that draw from family and young
professional populations. The Company estimates that there are several hundred
potential suburban markets available for its concept.

In selecting markets and specific sites, the Company performs demographic
studies analyzing factors such as population within a three to five mile radius,
retail presence, theater and shopping mall locations and office density. In
choosing a particular site within a market, the Company considers common factors
such as visibility, access and parking. The Company anticipates continuing to
utilize several different restaurant formats in its expansion efforts including
freestanding units, strip centers, storefronts and shopping malls. The Company
will explore any of these formats assuming the site can achieve the appropriate
restaurant level economic returns.

RESTAURANT LOCATIONS

The majority of the Company's restaurants are located in the Midwestern
United States. The Company has franchise locations as far south as Florida and
as far north as Minnesota. The Company's most western operations are located in
Colorado and its most eastern restaurants are in North Carolina. Of the
Company's 84 sites, 28 are in close proximity to a college campus; 44 are in
suburban markets; 10 are in downtown locations; and 2 are located in resort
towns. The Company operates in a variety of sites with 28 restaurants in
freestanding units; 25 restaurants located in strip centers; four restaurants in
shopping malls; and 27 restaurants in storefront locations. The Company
currently leases all Company-owned restaurant sites and anticipates leasing all
future Company-owned sites. The following is a complete listing of the
restaurant locations:

<TABLE>
<S> <C> <C>
CO Arvada
Fort Collins (CSU)
Steamboat Springs

FL Clearwater
+ Jacksonville
Tallahassee (FSU)

IL Champaign (U of I)
Lincoln Park

IN Bloomington (IU)
Castleton
Greenwood
Indianapolis (Broadripple)
+ Indianapolis (Downtown)
+ Indianapolis (Speedway)
Lafayette (Purdue)
Muncie (Ball State)
South Bend (Notre Dame)

KY + * Bowling Green
* Cold Spring (NKU)
+ * Lexington (UK)
Louisville (St. Matthews)
+ * Middletown

MI East Lansing (MSU)
Grand Rapids
Kalamazoo (WMU)
Lake Orion
Mount Pleasant (CMU)
Ypsilanti (EMU)

MN + * Columbia Heights
Mankato (MSU)
+ * West St. Paul

NE Lincoln (U of N)

NC Chapel Hill (UNC)
Charlotte
Greenville (ECU)

OH Akron (UA)
Alliance (Mt. Union)
Ashland (AU)
Boardman
Bowling Green (BGSU)
Cincinnati (Western Hills)
* Cincinnati (Forest Fair
Mall)
* Cincinnati (Norwood)
+ * Cincinnati (Ohio Pike)
* Cincinnati (UC)
+ * Cincinnati (Harper's
Station)
Cleveland (Flats)
Cleveland Hts. (Coventry)
Columbus (Bethel Centre)
Columbus (German Village)
* Columbus (OSU North)
+ * Columbus (Crossroads)
+ * Columbus (Avery Square)
Dayton (UD)
Garfield Heights
Heath
Kent (KSU)
Lima
Mason
Massillon
Medina
Mentor
+ Middletown
OH Niles
North Ridgeville
Parma Heights
Reynoldsburg
Rocky River
Sandusky
Sugarcreek
Toledo (UT)
Toledo North
Willowick
Youngstown (YSU)

PA + * North Fayette

TN Knoxville (UT)

TX Austin (U of T)
Houston (Rice Univ.)

VA Charlottesville

WV Huntington (Marshall)
Morgantown (WVU)

WI Madison (UWM)
Milwaukee
+ Milwaukee (Mayfair)

* Company-owned
restaurants
+ Buffalo Wild Wings
Grill and Bar
</TABLE>

26
<PAGE>
RESTAURANT OPERATIONS

The Company enjoys many advantages from operating a multi-store restaurant
chain. Most significantly, the Company's size and earnings potential allow it to
attract growth-oriented professional management. The Company's size also enables
the Company to achieve benefits from functional division of responsibility. The
Company is able to leverage the abilities of full-time managers focused on
purchasing, finance, marketing and human resources, across its entire restaurant
chain. The Company is also benefiting from the operational economies of scale
that develop with a large restaurant base including efficiencies in operations,
marketing and advertising, and employee training programs.

All of the Company's restaurants are open for lunch and dinner business and
close at various times on the weekdays depending on the particular market.
Generally, hours are extended as permitted by local regulations on the weekends.
The kitchen is open at all times the restaurant is open.

MENU AND PRICING

At all of the Company's restaurants, the specialty menu item is the Buffalo,
New York-style chicken wings spun in one of 12 signature sauces. Each sauce has
a special taste prepared from its own unique recipe, not just flavored with more
spice. From the mildest sauce, teriyaki, to the "better-be-ready Blazin" sauce,
Buffalo Wild Wings sauces are created to appeal to many tastes. As consumer
tastes have changed, so has the variety of sauces. Spicy Garlic and Lemon Pepper
are the two most recently introduced sauces. The Company believes its uniquely
formulated sauces stick to wings better than its competitors due to the
thickness of the Company's proprietary sauces. Serving sizes range from six
wings to 100 wings, with larger orders available for parties.

The Company's menu features a wide variety of casual food including
made-to-order roast beef sandwiches, hamburgers, beer-battered onion rings, blue
nacho chips, and its famous Buffalo Chips-TM-, which are thick slices of
potatoes cut crosswise and deep fried. Low fat and low calorie items such as
salads and grilled chicken breast sandwiches provide options for the
health-conscious consumer. In addition, menu items may vary to provide specialty
regional favorites.

All of the Company's restaurants have a full service bar, offering an
extensive selection of specially brewed beers on tap, 30 or more different
bottled beers, wine and liquor. On average, annual alcoholic beverage revenue
system-wide accounts for 35% to 40% of restaurant revenue.

The Company uses one standard format for its dine-in and take-out menus with
consistent design and item description. However, the Company maintains different
pricing structures mainly dependent upon the level of service offered at a
particular location. In all pricing structures, the Company believes its pricing
is below that offered by national casual dining concepts like Applebee's,
Chili's and T.G.I. Friday's.

The sample menu included with this Prospectus illustrates the Company's
broad food selection and the pricing structure reflective of a modified
waitstaff level of service.

KITCHEN OPERATIONS

Restaurant kitchen areas operate with a standard equipment line consisting
of three walk-in coolers, sinks, storage space, food preparation counters,
grill, conveyor grill, line coolers and freezers, and six fryers. The wing
station is a specially designed area for holding and "spinning" wings in the
specialty sauces. "Spinning" wings is a technique used to insure that an even
coat of sauce is applied to the wings. The restaurants also have ovens in many
locations in order to bake fresh Kaiser and "kimmelweck" rolls.

TRAINING

The Company places a heavy emphasis on proper training. The Company has
developed policies, procedures, and manuals for all aspects of its restaurant's
operations. These manuals include an operations manual, build-out manual,
employee training manual, and an employee handbook. All Company restaurant
managers are required to complete a three-week training program and every
franchise unit must have

27
<PAGE>
two managers who successfully complete the same training program. The management
training program covers all aspects of operations including food handling,
preparation, cooking, plate presentation, ordering procedures, scheduling,
inventory control, and management functions.

PURCHASING

The quality of purchased products, specifically wings, burgers, chicken,
sauces and produce is a critical part of food production, presentation, and
value. Wings are purchased centrally at the Company's commissary to insure the
freshness and consistency of the product. The wings are fresh and held at
26 DEG.F to 28 DEG.F to protect the quality and allow for consistent cooking.
The Company's one-third pound burger is also purchased fresh and never frozen.
The signature sauces are produced specifically for the Company and continue to
distinguish the Company's food. Most importantly, the ordering system, storage,
and delivery programs allow the Company to control inventory and provide the
freshest, highest quality products for its restaurants.

MANAGEMENT INFORMATION SYSTEMS

The Company is in the process of equipping all of its restaurants with NCR
PC-based cash register systems. The PC-based systems use
Twenty/20-Registered Trademark- software that provides touch-screen capabilities
for entering orders and generating customer bills. Coconut Code accounting
software and Timeware systems serve as the Company's back office software for
all Company-owned restaurants and some franchised restaurants. Managers using
the Coconut Code software have the ability to calculate gross margin at the
restaurant level on a weekly basis. The Company is currently using modules in
Coconut Code which will allow managers to analyze variance in food and alcohol
costs by menu item. The Company anticipates that its systems will be Year 2000
compliant by July 1999.

Franchised locations that do not utilize Coconut Code use a variety of other
information systems. The Company recognizes the importance of information
systems and the benefits of having all of the Company-owned restaurants on
compatible systems and is committed to investing in technology.

RESTAURANT-LEVEL ECONOMICS

The typical investment to open a leased, 5,500 square foot Company-owned
Buffalo Wild Wings Grill & Bar ranges between $450,000 to $600,000 including
leasehold improvements, furniture and equipment, and before landlord
contributions. Actual capital outlays vary depending on the amount of landlord
contributions, cost of liquor licenses, availability of equipment leasing and
square footage of the restaurant. The Company believes that it can further
reduce the cost of new restaurant equipment by negotiating with one or two
vendors to supply equipment all of its new restaurants. The Company's goal is
for those restaurants opened for a full year to achieve $1.2 million in revenue.

MARKETING AND ADVERTISING

The success of Buffalo Wild Wings is based on attracting and maintaining
customers, both on college campuses and in the suburbs. The Company believes its
restaurants attract different guests at different times of the day. Businessmen
and women, as well as college students, visit at lunch, young families arrive in
the early evening and sports fans enjoy the late night and weekend games. The
Company's objective is to increase market awareness by building a solid brand
identity with well-planned, system-wide campaigns including advertising,
marketing and public relations efforts focused on promoting Buffalo Wild Wings
as "the place for fun and food."

System-wide advertising messages are developed to support the Company's
brand positioning. In an effort to effectively get these messages to the right
people and to spread the message to the largest audience possible, the Company
has developed system-wide media plans for each market. Markets are generally
evaluated individually and customized media plans are developed. The plans focus
primarily on broadcast media, both television and radio. Print media is utilized
as a secondary media option.

28
<PAGE>
At the local level, franchises are encouraged to support the system-wide
media buys with local media buys and to implement a variety of marketing
programs to drive repeat traffic and to promote the restaurant's entertaining
atmosphere. The Company provides each franchisee with a marketing manual that
provides guidance on local marketing techniques and programs. The manual
includes strategies for instituting an effective grand opening plan, programs
for college campus marketing efforts and grassroots neighborhood marketing
ideas.

Restaurants also attempt to capitalize on high-profile sporting events such
as the Super Bowl, NCAA Basketball Tournament and Monday Night Football by
promoting eat-in and carryout specials. The Company has instituted "Tuesday Wing
Day" across the entire chain which has increased traffic on a day that has
traditionally been the restaurant industry's slowest day of the week. Tuesdays
now generate more than 18% of total system-wide weekly revenue.

System-wide media campaigns and promotions are developed and implemented
with the direction of the Buffalo Wild Wings National Advertising Board (NAB).
The volunteer franchisee Board is elected by franchisees annually and meets
regularly to review and provide input on advertising messages prepared by the
national advertising agency.

FRANCHISING OPERATIONS

Franchising continues to play a key role in the Company's restaurant
expansion program. The Company currently supports 69 franchises, including two
scheduled to be open in July 1998, and anticipates up to eight additional
franchised restaurants will open during 1998. Buffalo Wild Wings employs a
full-time Vice President of Franchise Development to actively promote
franchising. The Company believes franchising allows it to attract highly
motivated entrepreneurial individuals who can successfully manage restaurants.
In addition to the personal characteristics the Company seeks in franchise
operators, the Company searches for individuals with the financial capacity to
make meaningful investments in their franchised restaurant. The Company also
requires the owner or general manager to have previous restaurant experience.
The Company offers new franchisees with site selection assistance, protected
territory designations, layout, design and equipment specifications, approved
suppliers and grand opening promotions and on-site opening assistance.

The Company's franchise agreement grants the franchisee the right to develop
and operate a restaurant and use the bw-3 or Buffalo Wild Wings names and
trademarks within the guidelines established by the Company. Franchisees have
the opportunity to become area developers and operate several restaurants within
a defined area. The Company plans to increase the number of area development
agreements. The franchise agreements are for an initial term of ten years and
include two five year renewal options. The Company has the ability to terminate
franchise agreements due to various financial defaults and operational
compliance violations. The franchise agreement grants a protected territory to
the franchisee which prohibits the Company or another franchisee from opening a
restaurant within the assigned territory. The agreements give the Company the
right to first refusal should a franchisee decide to sell a restaurant.

Franchisees generally currently pay the Company an initial franchise fee of
$30,000 and a continuing monthly royalty fee equal to 5% of net revenue. The
Company does not provide financing for its franchisees. Starting in 1998,
franchisees are required to contribute a percentage of weekly restaurant revenue
to a national advertising fund used to conduct national, regional and local
advertising campaigns. Each franchisee is required to spend a minimum of 3% of
gross revenue on advertising and marketing efforts. Of this amount, 1.5% must be
contributed directly to a national advertising fund and the remaining 1.5% must
be spent in the franchisee's local market. The Company believes that this level
of advertising spending will result in increased traffic and revenue volumes.

After a franchisee is granted approval to operate a restaurant, franchisees
are required to send three members from its operation, prior to opening, to a
three-week Company sponsored training program. The training covers a wide
variety of topics including: food preparation, daily operations, weekly/monthly

29
<PAGE>
administration, employee management, hiring, safety and sanitation, equipment
handling, and inventory management. Prior to the grand opening of a franchised
restaurant, the Company sends an opening team, consisting of a lead trainer and
two assistants, to the restaurant. The opening team spends two weeks with the
franchisee; one week prior to opening and one week after opening. The Company
currently employs four full time individuals to provide training to franchisees.

Ongoing support services offered by the Company include operations and
marketing manuals, consultations, group purchasing programs and scheduled visits
from operational field staff members. The Company's regional managers regularly
monitor the quality standards, management and financial performance of all of
its franchised operations. At times, the Company encounters deficiencies in
individual franchised operations, and as a result seven franchised operations
have closed during 1996, five during 1997 and two during 1998.

COMMISSARY OPERATIONS

In order to insure quality and product consistency, the Company operates a
production and distribution center in Columbus, Ohio as well as two regional
sub-commissaries in Cleveland, Ohio and Chicago, Illinois. The Columbus
commissary produces frozen dough balls and bakes specialty Kaiser rolls and
prepares cheeses and mixes for easier and consistent preparation at the
restaurants. The commissary delivers sauces, wings, meats, cheeses and paper
products to the restaurants in leased refrigerated trucks.

The Columbus commissary also serves as the central purchasing and
distribution center for the Company. By centralizing all purchasing, the Company
is able to negotiate directly with suppliers for key food and beverage products.
This generally insures uniform quality and provides for preferred pricing and
volume discounts. The Company views its commissary as an integral part of its
operations and essential for maintaining consistency and quality across all of
its restaurants. As the Company expands its operations, it may open additional
sub-commissaries depending on the locations of the new restaurants.

COMPETITION

The entertainment and restaurant industries are highly competitive. There
are a great number of restaurants and entertainment businesses that compete
directly and indirectly with the Company, including both the fast food market
segment and the casual dining segment. Competitors within these segments are
well-run, well-capitalized companies including McDonald's, Taco Bell,
Applebee's, T.G.I. Friday's and Chili's. The Company competes with restaurants
primarily on the basis of quality of food and service, atmosphere, price,
location and entertainment quality. The Company believes it has developed a
brand within its core markets making Buffalo Wild Wings Grill & Bar synonymous
with Buffalo, New York-style chicken wings, which will serve as a deterrent to
new competition in an industry with few barriers to entry. While the Company
believes that its restaurant units are distinctive in design and operating
concept, it is aware of competitors that operate with similar concepts. Many of
the Company's existing and potential competitors are well-established and have
significantly greater financial, marketing and other resources than does the
Company.

GOVERNMENT REGULATIONS

30
<PAGE>
operations. In order to reduce this risk, each restaurant is operated in
accordance with standardized procedures designed to assure compliance with all
applicable codes and regulations.

The Company and its franchisees are also subject to laws governing their
relationships with employees, including benefit, wage and hour laws, and laws
and regulations relating to workers' compensation insurance rates, unemployment
and other taxes, working and safety conditions and citizenship or immigration
status. The Company may be subject in certain states to "dram-shop" statutes,
which generally provide a person injured by an intoxicated person the right to
recover damages from an establishment that wrongfully served alcoholic beverages
to the intoxicated person. The Company believes its insurance presently provides
adequate coverage for such liability. Failure to comply with any of these
regulations or increases in the minimum wage rate, employee benefit costs or
other costs associated with employees, could adversely affect the Company and
its franchisees.

In addition, the Company is subject to various state and federal laws
relating to the offer and sale of franchises and the franchisor-franchisee
relationship. In general, these laws and regulations impose certain disclosure
and registration requirements prior to the sale and marketing of franchises. The
failure by the Company to comply with these laws could subject it to liability
to franchisees and to fines or other penalties imposed by governmental
authorities. The Company believes that the franchising industry is experiencing
an increasing trend of franchisees filing complaints with governmental
authorities and instituting lawsuits against franchisors claiming that they have
engaged in unlawful or unfair trade practices or violated express or implied
agreements with franchisees. The Company believes that its relations with its
franchisees are generally good.

TRADEMARKS, SERVICE MARKS AND TRADE SECRETS

The Company owns a number of trademarks and service marks registered or
pending with the U.S. Patent and Trademark Office. The Company has received
registration of the following service marks: Buffalo Wild Wings & Weck, bw-3,
Buffalo Wild Wings & Weck plus design, ###-BWWW (telephone number) and ###-WING
(telephone number). The Company's applications for registration of the following
service marks have been allowed and published for opposition by the U.S. Patent
and Trademark Office: Buffalo Wild Wings and Buffalo Wild Wings design. The
Company attempts to protect its sauce recipes as trade secrets by, among other
things, requiring confidentiality agreements with its supplier of sauces. It is
possible that competitors could develop recipes and procedures that duplicate or
closely resemble the Company's. The Company places considerable value on its
trademarks, service marks and trade secrets and intends to actively defend and
enforce them.

EMPLOYEES; CORPORATE HEADQUARTERS

As of the date of this Prospectus, the Company employed approximately 710
people. Of the approximately 640 employees that work in Company-owned
restaurants, approximately 15% are full-time and 85% are part-time. Restaurants
average between 25 and 70 employees depending on the restaurant's size and
revenue volume. The Company's commissary operations employ 35 individuals and
corporate management, office staff and district managers account for the
remaining 35 employees. There are currently no unions or collective bargaining
agreements in place at the Company.

The Company's headquarters are located in Minneapolis, Minnesota. The
Company leases approximately 6,800 square feet under an agreement that expires
in 2002 and provides for annual rental payments of $159,000, including common
area maintenance expenses and real estate taxes. The Company believes this space
is sufficient to meet its needs for the foreseeable future.

LEGAL PROCEEDINGS

The Company is involved in claims arising in the normal course of business.
In management's opinion, the final resolution of these claims will not have a
material adverse effect on the Company's financial position or results from
operations.

31
<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------------------------- --- -----------------------------------------------------
<S> <C> <C>
James W. Disbrow(2).................................. 50 Chairman of the Board and Chief Compliance Officer

Sally J. Smith....................................... 40 Chief Executive Officer, President and Director

Stephen E. David..................................... 40 Executive Vice President, Chief Operating Officer and
Director

Mary J. Twinem....................................... 37 Chief Financial Officer and Treasurer

Dale M. Applequist(3)................................ 50 Director

Kenneth H. Dahlberg(1)............................... 81 Director

Michael T. Gillen(1)................................. 40 Director

Warren E. Mack(2)(3)................................. 53 Director

James M. Schmidt(2)(3)............................... 38 Director
</TABLE>

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

(1) Member of Audit Committee

(2) Member of Compensation Committee

(3) Member of Stock Option Committee

JAMES W. DISBROW co-founded the Company in 1982 and has served as a director
since its inception, as its Chairman of the Board since 1995 and as its Chief
Compliance Officer since July 1996. He was President of Costumes Unlimited from
1974 until 1982. Prior to that time, Mr. Disbrow spent seven years as a
professional ice skater and coach. Mr. Disbrow has served as an international
and national figure skating judge, referee, and technical representative and was
the 1994 World Team Leader. He was named the 1998 Olympic Team Leader for the
United States figure skating team.

SALLY J. SMITH has served as the Company's Chief Executive Officer and
President since July 1996, as a director since August 1996 and as its Chief
Financial Officer from 1994 to 1996. Prior to joining the Company, she was the
Chief Financial Officer of Dahlberg, Inc., the manufacturer and franchisor of
Miracle-Ear hearing aids, from 1983 to 1994. Ms. Smith began her career with
KPMG Peat Marwick LLP, an international accounting and auditing firm. Ms. Smith
is a CPA.

STEPHEN E. DAVID has served as the Company's Executive Vice President and
Chief Operating Officer since July 1996 and as a director since August 1996.
Prior to joining the Company, Mr. David was the Vice President of Operations at
Kenny Roger's Roasters, a 300 unit international restaurant chain, from 1992 to
January 1996. Prior to that time, Mr. David held a variety of management
positions with the Olive Garden Italian Restaurants and T.G.I. Fridays.

MARY J. TWINEM has served as the Company's Chief Financial Officer and
Treasurer since July 1996 and as its Controller from January 1995 to July 1996.
Prior to joining the Company, she served as the Director of Finance/Controller
of Dahlberg, Inc., from 1989 to December 1994. Ms. Twinem began her career with
a public accounting firm, where she held a number of positions in audit and tax.
She is a CPA.

32
<PAGE>
DALE M. APPLEQUIST has served as a director of the Company since 1997. Mr.
Applequist was President and Chief Executive Officer of Cash Plus, Inc., a
division of Campbell Mithun Esty, an advertising agency he co-founded in 1976.

KENNETH H. DAHLBERG has served as a director of the Company since 1994. He
was the founder of Dahlberg, Inc. and its Chairman of the Board from 1948 to
1993. He is also a director of National City Bancorporation, a publicly held
bank holding company.

MICHAEL T. GILLEN has served as a director of the Company since 1995. Mr.
Gillen is currently the Senior Vice President of Canadaigua Wine Company. From
August 1996 until August 1997, he was President of RayBan, Inc. a subsidiary of
Bausch and Lomb, Inc. He was President and Chief Executive Officer of Dahlberg,
Inc. from 1994 until 1996. From 1990 to 1994, Mr. Gillen was Vice President of
Advo, Inc. He was Area Vice President of Pepsi Cola Co. from 1982 to 1990.

WARREN E. MACK has served as a director of the Company since 1994. Mr. Mack
has been an attorney with the law firm of Fredrikson & Byron, P.A. since 1969,
serving as its President from 1985 to 1997 and as a director since 1978.
Fredrikson & Byron, P.A. provides legal services to the Company from time to
time. Mr. Mack is also a trustee of Buena Vista University.

JAMES M. SCHMIDT has served as a director of the Company since 1994. Mr.
Schmidt has been a practicing attorney since 1985, most recently with the law
firm of Robbins, Kelly, Patterson & Tucker, which law firm provides services to
the Company from time to time.

The number of directors is determined by the stockholders at their annual
meeting, subject to the right of the stockholders to change such number between
annual meetings and to the right of the Board to increase such number between
annual meetings. All directors hold office until the next annual meeting of
stockholders or until their successors have been duly elected and qualified.
Executive officers of the Company are appointed by and serve at the discretion
of the Board of Directors. The Board of Directors has a Compensation Committee,
which provides recommendations concerning salaries and other compensation to be
paid to executive officers of the Company, an Audit Committee, which is
responsible for reviewing the Company's audit process, and a Stock Option
Committee, which is responsible for administering the Company's employee stock
option plan.

Pursuant to the Company's 1995 Stock Option Plan, each non-employee director
is entitled to receive an option to purchase 1,500 shares of Common Stock upon
initial election to the Board of Directors and additional options to purchase
750 shares of Common Stock upon each re-election to the Board of Directors.
Further, each non-employee director is entitled to receive $500 for each Board
meeting attended, $250 for each Board Committee meeting attended and
reimbursement of expenses incurred in connection with these meetings.

EXECUTIVE COMPENSATION

COMPENSATION SUMMARY. The following table sets forth certain information
regarding compensation earned or awarded to the Chief Executive Officer and
President and each other executive officer of the Company who received total
salary and bonus compensation in excess of $100,000 during the Company's fiscal
year ended December 28, 1997 (the "Named Executive Officers").

33
<PAGE>
SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-----------------------
<S> <C> <C> <C>
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY ($) BONUS ($)
- ---------------------------------------------------------- ------------- ---------- -----------
James W. Disbrow,
Chairman of the Board and Chief Compliance Officer...... 1997 $ 126,856 $ 31,875

Sally J. Smith,
Chief Executive Officer and President................... 1997 $ 139,356 $ 42,000

Stephen E. David,
Executive Vice President and
Chief Operating Officer................................. 1997 $ 132,270 $ 33,125

Mary J. Twinem,
Chief Financial Officer and Treasurer................... 1997 $ 89,356 $ 22,500
</TABLE>

OPTION GRANTS; AGGREGATE OPTION EXERCISES AND YEAR-END OPTION VALUES. There
were no option grants to, or exercise by, any of the Named Executive Officers
during fiscal 1997. The following table sets forth certain information regarding
the number and value of exercisable and unexercisable options to purchase shares
of Common Stock held as of the end of the Company's 1997 fiscal year by the
Named Executive Officers:

AGGREGATE OPTION EXERCISES AND YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END (#) AT FY-END ($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- ----------------------------------------- ----------------------- --------------------------
<S> <C> <C>
James W. Disbrow......................... -- --

Sally J. Smith........................... 15,217/30,164 $ 30,434/$60,328

Stephen E. David......................... 6,250/18,750 $ 12,500/$37,500

Mary J. Twinem........................... 3,750/11,250 $ 7,500/$22,500
</TABLE>

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

(1) Based on the difference between the fair market value as of December 28,
1997 ($5.00 per share as determined by the Board of Directors) and the
option exercise price.

STOCK OPTIONS

In 1995, the Board of Directors and stockholders of the Company adopted the
1995 Stock Option Plan (the "Plan") in order to provide for the granting of
stock purchase options to employees and officers of the Company. The Plan
permits the granting of incentive stock options meeting the requirements of
Section 422 of the Code. The Company has reserved 750,000 shares of its Common
Stock for issuance upon exercise of options granted under the Plan. As of the
date of this Prospectus, the Company has outstanding options to purchase an
aggregate of 256,435 shares under the Plan.

34
<PAGE>
CERTAIN TRANSACTIONS

In September 1996, in connection with the Company's private placement of
Common Stock at $3.00 per share, Kenneth H. Dahlberg converted $250,500 of
demand promissory notes into 83,500 shares of Common Stock.

In December 1996, Mr. Dahlberg converted $418,682 of demand promissory notes
and accrued interest thereon into an unsecured promissory note in the principal
amount of $418,682. Such note accrues interest at 10% per annum and provides for
payments of principal and interest in 60 equal monthly installments of $5,533
plus a final installment of $262,579. Additionally, in connection with such note
conversion, the Company issued Mr. Dahlberg a warrant to purchase 50,000 shares
of Common Stock at an exercise price of $3.00 per share.

In 1995, Mr. Dahlberg entered into a Loan Collateralization Agreement with
the Company pursuant to which Mr. Dahlberg agreed to pledge up to $1,000,000 if
necessary in connection with commercial loans obtained by the Company prior to
February 1, 1998. In connection with this agreement, among other things, Mr.
Dahlberg was granted the option to receive Common Stock with a fair market value
of $100,000 or a demand promissory note in the principal amount of $100,000 plus
interest accrued at the rate of 8.5% since February 1, 1995. Mr. Dahlberg
elected to receive Common Stock rather than a demand promissory note, and was
issued 20,858 shares of Common Stock, valued at $5.00 per share, in March 1998.
With the issuance of the stock, this agreement has expired.

In April 1998, as part of a financing conducted by the Company, Mr. Dahlberg
purchased convertible notes in the principal amount of $500,000 and five-year
warrants to purchase 45,000 shares of Common Stock, and Sally J. Smith purchased
convertible notes in the principal amount of $50,000 and five-year warrants to
purchase 4,500 shares of the Common Stock. One-half of the principal amount of
the notes are convertible into Common Stock at a per share price equal to 80% of
the Price to Public of the Units offered hereby, at the option of the holder,
into shares of the Company's Common Stock within 20 days following this
offering. Accrued interest and the unconverted portion of the principal amount
of the notes are due and payable 20 days following this offering. The warrants
are exercisable upon completion of this offering at an exercise price per share
equal to 80% of the Price to Public of the Units offered hereby.

35
<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth as of July 1, 1998 on a post 1-for-2 reverse
stock split basis, and as adjusted to reflect the sale of the Units offered
hereby, certain information regarding beneficial ownership of the Company's
Common Stock by (i) each person known by the Company to be the beneficial owner
of more than 5% of the outstanding Common Stock, (ii) each director of the
Company, (iii) the named Executive Officers and (iv) all executive officers and
directors of the Company as a group.

<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES OUTSTANDING SHARES
BENEFICIALLY OWNED ----------------------------------
NAME OF BENEFICIAL OWNER (1) BEFORE OFFERING AFTER OFFERING
- ------------------------------------------------------------ -------------------- ----------------- ---------------
<S> <C> <C> <C>
James W. Disbrow(2)......................................... 251,088 12.6% 7.2%
Sally J. Smith(2)(3)........................................ 37,758 1.9% 1.1%
Stephen E. David(2)(4)...................................... 10,000 * *
Mary J. Twinem(2)(5)........................................ 5,625 * *
Dale M. Applequist(2)....................................... 2,250 * *
Kenneth H. Dahlberg(2)(7)................................... 472,436 22.1% 13.0%
Michael T. Gillen(2)(6)..................................... 3,000 * *
Warren E. Mack(2)(8)........................................ 9,666 * *
James M. Schmidt(2)(8)...................................... 5,300 * *
Scott A. Lowery............................................. 255,088 12.8% 7.3%
Kenneth F. Seibel, Trustee for The Estate of
John Repasy............................................... 248,916 12.5% 7.1%
Mark A. Lutz................................................ 232,298 11.7% 6.7%
Bernard T. Spencer(9)....................................... 164,500 8.3% 4.7%
Eugenie Redman.............................................. 127,313 6.4% 3.7%
Michael D. Balsom........................................... 112,750 5.7% 3.2%
Arthur L. Bowman, III(10)................................... 102,250 5.1% 2.9%
All executive officers and directors as a group (9
persons)(11).............................................. 797,123 36.3% 21.6%
</TABLE>

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

* Less than one percent.

(1) Shares not outstanding but deemed beneficially owned by virtue of the
individual's right to acquire them as of July 1, 1998, or within 60 days of
such date, are treated as outstanding when determining the percent of the
class owned by such individual and when determining the percent owned by
the group. For purposes of calculating the percent of class owned after
this offering, it was assumed that the officers, directors and principal
stockholders will not be purchasing shares in this offering. Unless
otherwise indicated, each person named or included in the group has sole
voting and investment power with respect to the shares of Common Stock set
forth opposite the stockholder's name.

(2) The address of the named individual is 1919 Interchange Tower, 600 South
Highway 169, Minneapolis, Minnesota 55426.

(3) Includes 23,451 shares issuable pursuant to exercisable options, 4,500
shares issuable pursuant to exercisable warrants and 4,807 shares issuable
pursuant to convertible notes. Does not include 46,984 shares issuable
pursuant to options not currently exercisable. See "Certain Transactions."

(4) Represents shares issuable pursuant to exercisable options. Does not
include 35,000 shares issuable pursuant to options not currently
exercisable.

(5) Represents shares issuable pursuant to exercisable options. Does not
include 34,375 shares issuable pursuant to options not currently
exercisable.

(6) Represents shares issuable pursuant to exercisable options.

36
<PAGE>
(7) Includes 3,000 shares issuable pursuant to exercisable options, 95,000
shares issuable pursuant to exercisable warrants and 48,076 shares issuable
pursuant to convertible notes. See "Certain Transactions."

(8) Includes 3,000 shares issuable pursuant to exercisable options.

(9) Includes (i) 8,500 shares held of record by Mr. Spencer, (ii) 150,000
shares held of record by Mr. Spencer as Trustee under the Bernard T.
Spencer Trust dated 12/7/92 and (iii) 6,000 shares held of record by Susan
Coleman but for whom Mr. Spencer acts as attorney-in-fact.

(10) Includes 250 shares issuable pursuant to exercisable options.

(11) Includes 53,326 shares issuable pursuant to exercisable options, 99,500
shares issuable pursuant to exercisable warrants and 52,883 shares
issuable pursuant to convertible notes.

DESCRIPTION OF SECURITIES

Upon completion of this offering, the authorized capital stock of the
Company will consist of 20,000,000 shares of capital stock, no par value, of
which 15,000,000 shares are Common Stock and 5,000,000 shares are undesignated.

COMMON STOCK

As of July 1, 1998, the Company had approximately 48 stockholders of record
holding 1,987,758 shares of issued and outstanding Common Stock. The holders of
the Common Stock: (i) have equal ratable rights to dividends from funds legally
available therefor, when, as and if declared by the Board of Directors of the
Company; (ii) are entitled to share ratably in all the assets of the Company
available for distribution to holders of the Common Stock upon liquidation,
dissolution or winding up of the affairs of the Company; and (iii) are entitled
to one vote per share on all matters which stockholders may vote on at all
meetings of stockholders. All shares of Common Stock now outstanding are fully
paid and nonassessable and the shares of Common Stock to be issued upon
completion of this offering will be fully paid and nonassessable. There are no
redemption, sinking fund, conversion or preemptive rights with respect to the
shares of Common Stock.

The holders of the Common Stock do not have cumulative voting rights.
Subject to the rights of any future series of preferred stock, the holders of
more than 50 percent of such outstanding shares voting for the election of
directors can elect all of the directors of the Company to be elected, if they
so choose. In such event, the holders of the remaining shares will not be able
to elect any of the Company's directors.

UNDESIGNATED STOCK

Under governing Minnesota law and the Company's Restated Articles of
Incorporation, as amended, no action by the Company's stockholders is necessary,
and only action of the Board of Directors is required, to authorize the issuance
of any of the undesignated stock. The Board of Directors is empowered to
establish, and to designate the name of, each class or series of the
undesignated shares and to set the terms of such shares (including terms with
respect to redemption, sinking fund, dividend, liquidation, preemptive,
conversion and voting rights and preferences). Accordingly, the Board of
Directors, without stockholder approval, may issue preferred stock having
rights, preferences, privileges or restrictions, including voting rights, that
may be greater than the rights of holders of Common Stock.

It is not possible to state the actual effect of the issuance of any shares
of preferred stock upon the rights of holders of the Common Stock until the
Board of Directors determines the specific rights of the holders of such
preferred stock. However, the effects might include, among other things,
restricting dividends on the Common Stock, diluting the voting power of the
Common Stock, impairing the liquidation rights of the Common Stock and delaying
or preventing a change in control of the Company

37
<PAGE>
without further action by the stockholders. The Company has no present plans to
issue any shares of preferred stock.

CONVERTIBLE NOTES

In April 1998, in connection with its recent financing, the Company issued
convertible notes in the principal amount of $2,250,000 which accrue interest at
the rate of 10% per annum. One-half of the principal amount of the notes are
convertible into Common Stock at a per share price equal to 80% of the Price to
Public of the Units offered hereby, at the option of the holder, into shares of
the Company's Common Stock within 20 days following the effective date of the
Registration Statement of which this Prospectus is a part. Accrued interest and
the unconverted portion of the principal amount of the notes are due and payable
20 days following this offering. Affiliates of the Company hold notes in the
aggregate principal amount of $550,000. See "Certain Transactions."

WARRANTS

The Warrants included as part of the Units being offered hereby will be
issued under and governed by the provisions of a Warrant Agreement (the "Warrant
Agreement") between the Company and Norwest Bank Minnesota, N.A. as Warrant
Agent (the "Warrant Agent"). The following summary of the Warrant Agreement is
not complete, and is qualified in its entirety by reference to the Warrant
Agreement, a copy of which has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part.

The shares of Common Stock and the Warrants offered as part of the Units
will be immediately detachable and separately transferable. One Warrant entitles
the holder ("Warrantholder") thereof to purchase one share of Common Stock
during the four years following the Effective Date, subject to earlier
redemption, provided that at such time a current prospectus relating to the
shares of Common Stock issuable upon exercise of the Warrants is in effect and
the issuance of such shares is qualified for sale or exempt from qualification
under applicable state securities laws. Although the Company will use its best
efforts to (i) maintain the effectiveness of a current prospectus covering the
shares of Common Stock underlying the Warrants and (ii) maintain the
registration of such Common Stock under the securities laws of the states in
which the Company initially qualifies the Units for sale in the offering, there
can be no assurance that the Company will be able to do so. The Company will be
unable to issue shares of Common Stock to those persons desiring to exercise
their Warrants if a current prospectus covering the shares issuable upon the
exercise of the Warrants is not kept effective or if such shares are not
qualified nor exempt from qualification in the states in which the holders of
the Warrants reside. Each Warrant will be exercisable at an exercise price per
share equal to the Price to Public of the Units offered hereby plus $1.50,
subject to adjustment upon the occurrence of certain events.

The Warrants are subject to redemption by the Company, at a price of $0.01
per Warrant, at any time 90 days after the date of this Prospectus following a
period of 20 consecutive trading days where the per share closing sale price of
the Common Stock exceeds the Price to Public of the Units offered hereby plus
$2.75 (subject to adjustment). The Company must give at least 30 days' written
notice of such redemption not more than 15 trading days following such 20
trading day period, provided that a current prospectus covering the shares
issuable upon the exercise of the Warrants is then effective under federal
securities laws and the issuance of such shares is qualified for sale or exempt
from qualification under applicable state securities laws. For these purposes,
the closing sale price of the Common Stock shall be determined by the closing
sale price as reported by Nasdaq so long as the Common Stock is quoted on Nasdaq
and, if the Common Stock is listed on a national securities exchange, shall be
determined by the last reported sale price on the primary exchange on which the
Common Stock is traded. Holders of Warrants will automatically forfeit all
rights thereunder except the right to receive the $.01 redemption price per
Warrant unless the Warrants are exercised before they are redeemed.

The Warrantholders are not entitled to vote, receive dividends or exercise
any of the rights of holders of shares of Common Stock for any purpose. The
Warrants are in registered form and may be presented

38
<PAGE>
for transfer, exchange or exercise at the office of the Warrant Agent. Although
the Company has applied for listing of the Warrants on the Nasdaq National
Market, there is currently no established market for the Warrants, and there is
no assurance that any such market will develop.

The Warrant Agreement provides for adjustment of the exercise price and the
number of shares of Common Stock purchasable upon exercise of the Warrants to
protect Warrantholders against dilution upon the occurrence of certain events,
including stock dividends, stock splits, reclassification, and any combination
of Common Stock, or the merger, consolidation, or disposition of substantially
all the assets of the Company.

The Warrants may be exercised upon surrender of the certificate therefor on
or prior to the expiration date (or earlier redemption date) at the offices of
the Warrant Agent, with the form of "Election to Purchase" on the reserve side
of the certificate properly completed and executed as indicated, accompanied by
payment of the full exercise price (by certified or cashier's check payable to
the order of the Company) for the number of Warrants being exercised.

In April 1998, in connection with its recent financing, the Company issued
warrants to purchase an aggregate of 202,500 shares of the Company's Common
Stock at an exercise price per share equal to 80% of the Price to Public of the
Units offered hereby. These warrants become exercisable upon completion of this
offering and will expire in April 2003. Of these warrants, 47,250 warrants are
held by affiliates of the Company. See "Certain Transactions."

The Company also has outstanding warrants to purchase an aggregate of 50,000
shares of Common Stock at an exercise price of $3.00. These warrants expire on
December 26, 2001 and are held by Kenneth Dahlberg, a director and principal
stockholder of the Company. See "Certain Transactions."

MINNESOTA BUSINESS CORPORATION ACT

Certain provisions of Minnesota law described below could have an
anti-takeover effect. These provisions are intended to provide management
flexibility and to enhance the likelihood of continuity and stability in the
composition of the Company's Board of Directors and in the policies formulated
by the Board and to discourage an unsolicited takeover of the Company, if the
Board determines that such a takeover is not in the best interests of the
Company and its stockholders. However, these provisions could have the effect of
discouraging certain attempts to acquire the Company which could deprive the
Company's stockholders of opportunities to sell their shares of Common Stock at
prices higher than prevailing market prices.

Section 302A.671 of the Minnesota Statutes applies, with certain exceptions,
to any acquisition of voting stock of the Company (from a person other than the
Company, and other than in connection with certain mergers and exchanges to
which the Company is a party) resulting in the beneficial ownership of 20
percent or more of the voting stock then outstanding. Section 302A.671 requires
approval of any such acquisitions by a majority vote of the stockholders of the
Company prior to its consummation. In general, shares acquired in the absence of
such approval are denied voting rights and are redeemable at their then fair
market value by the Company within 30 days after the acquiring person has failed
to give a timely information statement to the Company or the date the
stockholders voted not to grant voting rights to the acquiring person's shares.

Section 302A.673 of the Minnesota Statutes generally prohibits any business
combination by the Company, or any subsidiary of the Company, with any
stockholder which purchases 10 percent or more of the Company's voting shares
(an "interested stockholder") within four years following such interested
stockholder's share acquisition date, unless the business combination is
approved by a committee of all of the disinterested members of the Board of
Directors of the Company serving before the interested stockholder's share
acquisition date.

39
<PAGE>
CERTAIN LIMITED LIABILITY AND INDEMNIFICATION PROVISIONS

The Company's Restated Articles of Incorporation, as amended, limit the
personal liability of its directors. Specifically, directors of the Company will
not be personally liable to the Company or its stockholders for monetary damages
for any breach of their fiduciary duty as directors, except to the extent that
the elimination or limitation of liability is in contravention of the MBCA, as
amended. This provision will generally not limit liability under state or
federal securities law.

Section 302A.521 of the MBCA provides that a Minnesota business corporation
shall indemnify any director, officer, employee or agent of the corporation made
or threatened to be made a party to a proceeding, by reason of the former or
present official capacity (as defined) of the person, against judgments,
penalties, fines, settlements and reasonable expenses incurred by the person in
connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right of indemnification and reference is made thereto for a complete
statement of such indemnification rights.

Section 5.1 of the Company's Bylaws provides that each director, officer and
employee of the Company shall be indemnified by the Company in accordance with,
and to the fullest extent permissible by, applicable law. The Company maintains
an insurance policy covering director and officer liability.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or controlling persons of the Company
pursuant to the foregoing provisions, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar with respect to the Company's Common Stock
and Warrants will be Norwest Bank Minnesota, N.A.

40
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for the securities
of the Company. Future sales of substantial amounts of Common Stock in the open
market may adversely affect the market price of the Shares, Warrants and Units
offered hereby and the ability of the Company to raise equity capital in the
future.

Upon consummation of the offering, the Company will have outstanding an
aggregate of 3,487,758 shares of Common Stock (assuming no exercise of the
Underwriters' over-allotment option). Of the aggregate number of outstanding
shares of Common Stock, the 1,500,000 Shares and 1,500,000 Warrant Shares will
be freely tradable without restriction or further registration under the
Securities Act, unless purchased by an "affiliate" of the Company, as that term
is defined by Rule 144 promulgated under the Securities Act (an "Affiliate"),
whose sales would be subject to certain volume limitations and other
restrictions described below. The remaining 1,987,758 shares of Common Stock
originally issued and sold by the Company in private transactions in reliance
upon exemptions from the Securities Act held by stockholders upon the
consummation of this offering will be "restricted securities" as that term is
defined in Rule 144 under the Securities Act, and may be sold in the public
market only if registered or if they qualify for an exemption from registration
under Rules 144, 144(k) or 701 or otherwise.

All officers and directors and certain stockholders of the Company, owning
an aggregate of 1,938,612 shares, have entered into "lock-up" agreements,
agreeing not to, directly or indirectly, sell, assign, transfer, encumber, offer
to sell, grant any option for the sale of, or otherwise dispose of, any shares
of Common Stock without the consent of the Representative for a period of 180
days after the date of this Prospectus. The Representative may waive these
restrictions at any time in its discretion. Taking such restrictions into
account, in addition to the 1,500,000 Shares and 1,500,000 Warrant Shares, (i)
30,170 shares will be eligible for immediate sale on the date of this Prospectus
in accordance with Rule 144; (ii) 62 additional shares will become eligible for
sale in the public market beginning 90 days after the date of this Prospectus in
accordance with Rule 144; (iii) 18,789 additional shares will become eligible
for resale in the public market beginning in December 1998, subject to volume
and manner of sale limitations under Rule 144; (iv) 1,917,754 additional shares
will be eligible for sale beginning 180 days after the date of this Prospectus
upon the expiration of the lock-up agreements, subject, in certain cases, to
volume and manner of sale limitations under Rule 144; and (v) 20,983 additional
shares will be eligible for sale beginning in March 1999, subject to volume and
manner of sale limitations under Rule 144.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who beneficially owns shares last acquired
privately from the Company or an Affiliate at least one year previously is
entitled to sell, in "brokers' transactions" or to market makers, within any
three-month period commencing 90 days after the date of this Prospectus, a
number of shares that does not exceed the greater of (i) 1% of the then
outstanding shares of Common Stock (approximately 35,000 shares immediately
after the offering); or (ii) the average weekly trading volume in the Common
Stock during the four calendar weeks preceding the required filing of a Form 144
with respect to such sale. Sales under Rule 144 are generally subject to the
availability of current public information about the Company. Under Rule 144(k),
a person who is not deemed to have been an Affiliate of the Company at any time
during the 90 days preceding a sale, and who beneficially owns shares last
acquired from the Company or an Affiliate at least two years previously, is
entitled to sell such shares without complying with the manner of sale, public
information, volume limitation or notice provisions of Rule 144. Unless
otherwise restricted, "144(k) shares" may therefore be sold immediately upon the
consummation of this offering.

Any employee, officer or director of or consultant to the Company who
purchased his or her shares pursuant to a written compensatory plan or contract
is entitled to rely on the resale provisions of Rule 701, which permits
non-Affiliates to sell their Rule 701 shares without complying with the public
information, holding period, volume limitation or notice provisions of Rule 144
and which permits Affiliates to sell their Rule 701 shares without complying
with the Rule 144 holding period restrictions, in each case commencing 90 days
after the date of this Prospectus.

41
<PAGE>
The Company intends to file, after expiration of the lockup agreements
referenced above, a Registration Statement on Form S-8 under the Securities Act
to register shares of Common Stock reserved for issuance upon exercise of stock
options, thus permitting the resale of such shares by non-Affiliates in the
public market without restrictions under the Securities Act and by Affiliates
subject to volume and manner of sale limitations under Rule 144. As of the date
of this Prospectus, options to purchase 256,435 shares of Common Stock were
outstanding.

REGISTRATION RIGHTS

The Company has entered into a Registration Rights Agreement with the
investors in the Company's July 1996 private placement relating to an aggregate
of 231,550 shares of Common Stock (the "Registrable Shares"). The agreement
grants such investors certain "piggyback" registration rights with respect to
the Registrable Shares. The registration rights provide that if the Company
determines to register for public sale with the Securities and Exchange
Commission certain of the Company's securities, the Company will use its best
efforts to cause the Registrable Shares to be included in the offering for the
benefit of the holders desiring to sell such shares. The registration rights
relate to certain public offerings of the Company, if any, occurring on or
before November 1999. Such registration rights are subject to various
limitations, including the right of managing underwriter of the Company's Common
Stock to determine that marketing factors require a limitation on the number of
shares that can be sold by the selling stockholders participating in the
registered sales (if necessary, excluding such selling stockholders' shares in
their entirety), the requirement that any selling stockholders enter into an
underwriting agreement in customary form with the managing underwriter selected
by the Company, and the requirement that the selling stockholders pay their own
selling expenses (including selling commissions and stock transfer taxes).
Holders of the Registrable Shares do not have the right to participate in this
offering.

Investors in a recent offering were granted certain S-3 demand registration
rights with respect to the 202,500 shares of Common Stock underlying the
warrants issued in that offering. Such rights are exercisable beginning one year
after the effective date of this offering. See "Description of Securities--
Warrants."

42
<PAGE>
UNDERWRITING

The Underwriters named below, for which R. J. Steichen & Company is
acting as representative (the "Representative"), have severally agreed, subject
to the terms and conditions of the Underwriting Agreement with the Company, to
purchase from the Company 1,500,000 Units offered hereby. The number of Units
that each Underwriter has agreed to purchase is set forth opposite its name
below:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER UNITS
- ------------------------------------------------------------------------------------------- ----------
<S> <C>
R. J. Steichen & Company...................................................................

----------
Total...................................................................................... 1,500,000
----------
----------
</TABLE>

The Underwriting Agreement provides that the several Underwriters will
be obligated to purchase all of the 1,500,000 Units offered hereby, if any are
purchased. The Underwriters propose to offer the Units to the public at the
Price to Public set forth on the cover page of this Prospectus and to dealers at
such price less a concession not in excess of $ per share. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $ per share to certain other brokers and dealers. After the initial
public offering, the Price to Public, concession and reallowance may be changed
by the Representative. Additionally, the Company has agreed to pay the
Representative a nonaccountable expense allowance equal to 2% of the aggregate
public offering price. The Company has paid the Representative $10,000 as an
advance against this nonaccountable expense allowance.

The Company has granted the Underwriters an option exercisable within 45
days after the effective date of the Registration Statement of which this
Prospectus is a part, to purchase up to an additional 225,000 Units at the Price
to Public, less the Underwriting Discount and Commission shown on the cover page
of this Prospectus. The Underwriters may exercise such option only for the
purpose of covering any over-allotments in the sale of the Units offered hereby.

The Company has agreed to sell to the Representative, for nominal
consideration, a warrant to purchase up to 150,000 shares of Common Stock (the
"Representative's Warrant"). The Representative's Warrant may be exercised in
whole or in part commencing twelve months after the effective date of the
Registration Statement of which this Prospectus is a part and for a period of
four years thereafter, at an exercise price equal to 120% of the Price to Public
of the Units offered hereby. The Representative's Warrant may not be
transferred, sold, assigned or hypothecated for a period of one year from the
effective date of this offering except to officers of the Representative or
members of the underwriting syndicate or the selling group. The Representative's
Warrant contains anti-dilution provisions providing for appropriate adjustments
on the occurrence of certain events, and contains customary demand and
participatory registration rights. Any profits realized by the Representative
upon the sale of such warrant or the securities issuable upon exercise thereof
may be deemed to constitute additional underwriting compensation.

The Underwriting Agreement provides for reciprocal indemnification
between the Company, the Underwriters and their controlling persons against
civil liabilities in connection with the Offering,

43
<PAGE>
including liabilities under the Securities Act of 1933, as amended. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Commission, such indemnification is against public
policy as expressed in such Act and is therefore unenforceable.

Holders of Common Stock of the Company, who beneficially own in the
aggregate 1,938,612 shares, have agreed that they will not, without the prior
consent of the Representative, publicly offer, sell or grant any option to sell
any securities of the Company in the open market or otherwise for a period of
180 days from the effective date of this offering.

The Representative has informed the Company that the Underwriters do not
intend to confirm sales to any account over which they exercise discretionary
authority.

In order to facilitate this offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of Common
Stock, Warrants or Units. Specifically, the Underwriters may over-allot Units in
connection with the offering, creating a short position for their own account.
In addition, to cover over-allotments or to stabilize the price of the Common
Stock, Warrants or Units, the Underwriters may bid for, and purchase, such
securities in the open market. The Underwriters may also reclaim selling
concessions allowed to an underwriter or dealer for distributing Units in the
offering, if the Underwriters repurchase previously distributed Units in
transactions to cover their short positions, in stabilization transactions or
otherwise. Finally, the Underwriters may bid for, and purchase, Common Stock,
Warrants or Units in market-making transactions and impose penalty bids. These
activities may stabilize or maintain the market price of such securities above
the market level that may otherwise prevail. The Underwriters are not required
to engage in these activities and may end any of these activities at any time.
Any such activities will be undertaken in accordance with Regulation M under the
Securities Exchange Act of 1934 (the "Exchange Act"), if at all.

The Representative acted as the selling agent for the Company in
connection with the April 1998 private financing of convertible notes in the
principal amount of $2,250,000. The Representative received a commission of
$130,000 in connection with such services.

Prior to this offering, there has been no public trading market for the
securities of the Company. The initial offering price of the Units and the
Warrant exercise price have been arbitrarily determined by negotiations between
the Company and the Representative. The initial offering price and the Warrant
exercise price bear no relationship to the Company's assets, book value,
earnings, net worth or other recognized criteria of value. Among the factors
considered in such negotiations were the prevailing market conditions, estimates
of the business potential of the Company and other factors deemed to be
relevant.

The foregoing is a brief summary of the material provisions of the
Underwriting Agreement and Representative's Warrant and does not purport to be a
complete statement of their terms and conditions. The Underwriting Agreement,
including the Representative's Warrant, has been filed as Exhibit 1.1 to the
Registration Statement of which this Prospectus is a part.

44
<PAGE>
LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for
the Company by Fredrikson & Byron, P.A., Minneapolis, Minnesota. Warren E. Mack,
an officer of Fredrikson & Byron, P.A., is a director and shareholder of the
Company. See "Management" and "Principal Stockholders." Certain legal matters
for the Underwriters will be passed upon by Doherty, Rumble & Butler
Professional Association, Minneapolis, Minnesota.

EXPERTS

The consolidated financial statements of Buffalo Wild Wings, Inc. and
Subsidiaries as of December 29, 1996 and December 28, 1997, and for each of the
fiscal years then ended, have been included herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing.

AVAILABLE INFORMATION

The Company has filed with the Commission a Registration Statement under
the Securities Act with respect to the sale of the shares. This Prospectus does
not contain all of the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. For further information with respect to the
Company and the shares being offered hereby, reference is made to the
Registration Statement, including the exhibits thereto. Statements contained in
this Prospectus as to the contents of any contract or other document referred to
are not necessarily complete, and in each instance reference is made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement. The Registration Statement may be inspected by anyone without charge
at the principal office of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, or at one of the Commission's regional offices: 500 West Madison,
Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor,
New York, New York, 10048. Copies of all or any part of such material may be
obtained upon payment of the prescribed fees from the Public Reference Section
of the Commission at 450 Fifth Street, N.W. Washington, D.C. The Commission
maintains a World Wide Website at http://www.sec.gov containing reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission, including the Company.

Prior to this offering, the Company has not been subject to the
reporting requirements of the Exchange Act. After completion of this offering,
the Company intends to comply with such requirements, including distributing to
its stockholders an annual report containing audited financial statements.

45
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES

(FORMERLY BW-3, INC. AND SUBSIDIARIES)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 29, 1996, DECEMBER 28, 1997 AND MARCH 29, 1998
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
INDEX

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Independent Auditors' Report............................................................................... F-2

Consolidated Balance Sheets as of December 29, 1996, December 28, 1997 and March 29, 1998 (unaudited)...... F-3

Consolidated Statements of Earnings for the fiscal years ended December 29, 1996 and December 28, 1997 and
for the three months ended March 30, 1997 (unaudited) and March 29, 1998 (unaudited)..................... F-4

Consolidated Statements of Stockholders' Equity (deficit) for the fiscal years ended December 29, 1996 and
December 28, 1997 and for the three months ended March 29, 1998 (unaudited).............................. F-5

Consolidated Statements of Cash Flows for the fiscal years ended December 29, 1996 and December 28, 1997
and for the three months ended March 30, 1997 (unaudited) and March 29, 1998 (unaudited)................. F-6

Notes to consolidated financial statements................................................................. F-7
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

WHEN THE TRANSACTION REFERRED TO IN NOTE 13 OF THE NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS HAS BEEN CONSUMMATED, WE WILL BE IN THE POSITION TO RENDER
THE FOLLOWING REPORT.

/s/ KPMG Peat Marwick LLP

The Board of Directors

Buffalo Wild Wings, Inc.:

We have audited the accompanying consolidated balance sheets of Buffalo Wild
Wings, Inc. and Subsidiaries (formerly bw-3, Inc. and Subsidiaries) (the
"Company") as of December 29, 1996 and December 28, 1997, and the related
consolidated statements of earnings, stockholders' equity (deficit), and cash
flows for the fiscal years then ended. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated 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 audit 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Buffalo Wild
Wings, Inc. and Subsidiaries as of December 29, 1996 and December 28, 1997, and
the results of their operations and their cash flows for the fiscal years then
ended, in conformity with generally accepted accounting principles.

March 18, 1998, except
as to note 13 which
is as of July xx, 1998

F-2
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
(FORMERLY BW-3, INC. AND SUBSIDIARIES)

CONSOLIDATED BALANCE SHEETS

(DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 29, DECEMBER 28, MARCH 29,
1996 1997 1998
------------- ------------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS

Current assets:
Cash.......................................................... $ 814 $ 1,182 $ 314
Accounts receivable, net of allowance of $78, $142
and $208, respectively...................................... 980 1,109 1,282
Inventory..................................................... 332 366 401
Prepaid expenses.............................................. 132 100 90
Deferred income taxes......................................... 736 527 516
------ ------ -----------
Total current assets...................................... 2,994 3,284 2,603
------ ------ -----------
Property and equipment, net..................................... 3,715 3,516 5,288
Investment securities--restricted............................... 236 -- --
Restricted cash................................................. 18 117 142
Noncurrent deferred income taxes................................ 35 90 260
Other assets.................................................... 142 112 193
Goodwill, net of accumulated amortization of $33, $65
and $73, respectively......................................... 454 422 414
------ ------ -----------
Total assets.............................................. $ 7,594 $ 7,541 $ 8,900
------ ------ -----------
------ ------ -----------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Current portion of long-term debt............................. $ 477 $ 447 $ 423
Current portion of obligations under capital leases........... 392 460 568
Unearned franchise fees....................................... 360 166 191
Accounts payable.............................................. 581 517 1,001
Accrued income tax............................................ 417 394 516
Accrued expenses.............................................. 1,739 1,467 1,530
------ ------ -----------
Total current liabilities................................. 3,966 3,451 4,229
------ ------ -----------
Long-term liabilities:
Accounts payable to franchise marketing fund.................. 18 110 134
Long-term debt, net of current portion........................ 1,215 774 689
Obligations under capital leases, net of current portion...... 1,159 1,142 1,614
------ ------ -----------
Total long-term liabilities............................... 2,392 2,026 2,437
------ ------ -----------
Commitments and contingencies (notes 3, 6, and 8)
Stockholders' equity (note 13):
Undesignated, 5,000,000 shares................................ -- -- --
Common stock, no par value, 15,000,000 shares authorized;
1,966,713, 1,966,775 and 1,987,633 shares issued and
outstanding, respectively................................... 1,705 1,705 1,810
Retained earnings (accumulated deficit)....................... (469) 359 424
------ ------ -----------
Total stockholders' equity................................ 1,236 2,064 2,234
------ ------ -----------
Total liabilities and stockholders' equity................ $ 7,594 $ 7,541 $ 8,900
------ ------ -----------
------ ------ -----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
(FORMERLY BW-3, INC. AND SUBSIDIARIES)

CONSOLIDATED STATEMENTS OF EARNINGS

(DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FISCAL YEARS ENDED THREE MONTHS ENDED
-------------------------- --------------------------
DECEMBER 29, DECEMBER 28, MARCH 30, MARCH 29,
1996 1997 1997 1998
------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Restaurant sales........................................ $ 11,253 $ 12,216 $ 3,173 $ 3,280
Franchising revenues:
Initial franchise fees................................ 338 328 123 50
Royalty income........................................ 3,010 3,502 830 1,000
------------ ------------ ------------ ------------
3,348 3,830 953 1,050
------------ ------------ ------------ ------------
Total revenue........................................... 14,601 16,046 4,126 4,330
Cost of restaurant sales................................ 7,338 7,809 2,068 2,089
Selling, general, and administrative expenses........... 5,836 6,301 1,608 1,817
Preopening expenses..................................... 53 65 23 112
Impairment and disposal charges......................... -- 157 -- 145
------------ ------------ ------------ ------------
Earnings from operations................................ 1,374 1,714 427 167
------------ ------------ ------------ ------------

Other income (expense):
Interest expense...................................... (448) (405) (106) (75)
Miscellaneous and interest income..................... 75 62 13 19
------------ ------------ ------------ ------------
(373) (343) (93) (56)
------------ ------------ ------------ ------------
Earnings before income taxes............................ 1,001 1,371 334 111
Income tax expense...................................... 195 543 136 46
------------ ------------ ------------ ------------
Net earnings............................................ $ 806 $ 828 $ 198 $ 65
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Earnings per common share............................... $ 0.45 $ 0.42 $ 0.10 $ 0.03
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Weighted average shares of common stock outstanding..... 1,784,000 1,967,000 1,967,000 1,969,000
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Earnings per common share--assuming dilution............ $ 0.45 $ 0.41 $ 0.10 $ 0.03
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Weighted average shares of common stock and common stock
equivalents outstanding............................... 1,784,000 2,019,000 1,998,000 2,033,000
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
(FORMERLY BW-3, INC. AND SUBSIDIARIES)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
RETAINED
COMMON STOCK EARNINGS
--------------------- (ACCUMULATED
SHARES AMOUNT DEFICIT) TOTAL
---------- --------- ------------- ---------
<S> <C> <C> <C> <C>
Balance at December 31, 1995....................................... 1,543,497 $ 429 $ (1,275) $ (846)
Net earnings....................................................... -- -- 806 806
Proceeds from detachable stock warrant............................. -- 50 -- 50
Issuance of common stock for acquisition of Jar-Man................ 191,666 575 -- 575
Issuance of common stock for reduction in note payable............. 83,500 250 -- 250
Issuance of common stock through a private placement,
net of expenses.................................................. 148,050 401 -- 401
---------- --------- ------------- ---------

Balance at December 29, 1996....................................... 1,966,713 1,705 (469) 1,236
Net earnings....................................................... -- -- 828 828
Exercise of stock options.......................................... 62 -- -- --
---------- --------- ------------- ---------

Balance at December 28, 1997....................................... 1,966,775 1,705 359 2,064
Net earnings (unaudited)........................................... -- -- 65 65
Issuance of common stock for loan guarantee (unaudited)............ 20,858 105 -- 105
---------- --------- ------------- ---------

Balance at March 29, 1998 (unaudited).............................. 1,987,633 $ 1,810 $ 424 $ 2,234
---------- --------- ------------- ---------
---------- --------- ------------- ---------
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
(FORMERLY BW-3, INC. AND SUBSIDIARIES)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED THREE MONTHS ENDED
--------------------------- ------------------------
DECEMBER 29, DECEMBER 28, MARCH 30, MARCH 29,
1996 1997 1997 1998
------------ ------------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net earnings..................................................... $ 806 $ 828 $ 198 $ 65
Adjustments to reconcile net earnings to cash provided by
operations:
Depreciation and amortization.................................. 864 856 221 217
Write-off of impaired assets................................... -- 292 -- --
Deferred income taxes.......................................... (499) 154 (2) (159)
Change in operating assets and liabilities, net of effects of
business combination:
Accounts receivable........................................ 79 (129) -- (173)
Inventory.................................................. 72 (34) (10) (35)
Notes receivable........................................... 131 -- -- --
Prepaid expenses........................................... (60) 32 (10) 10
Restricted cash and other assets........................... (45) 68 (73) (106)
Income taxes............................................... 438 (23) 39 122
Accounts payable........................................... 237 (64) (209) 613
Unearned franchise fees.................................... (151) (194) (86) 25
Accrued expenses........................................... 362 (180) 42 63
------------ ------ ----- -----------
Net cash provided by operating activities................ 2,234 1,606 110 642
------------ ------ ----- -----------
Cash flows from investing activities:
Proceeds from the sale of furniture and equipment................ 250 231 -- --
Decrease (increase) in investment securities..................... (2) 236 135 --
Acquisition of property and equipment............................ (1,411) (794) (228) (1,248)
Cash received in excess of Jar-Man cash acquisition
consideration.................................................. 23 -- -- --
------------ ------ ----- -----------
Net cash used in investing activities.................... (1,140) (327) (93) (1,248)
------------ ------ ----- -----------
Cash flows from financing activities:
Proceeds from notes payable...................................... 322 -- -- --
Principal payments on notes payable and capital lease
obligations.................................................... (743) (911) (226) (262)
Issuance of common stock......................................... 401 -- -- --
Decrease in cash overdraft....................................... (260) -- -- --
------------ ------ ----- -----------
Net cash used in financing activities.................... (280) (911) (226) (262)
------------ ------ ----- -----------
Net increase (decrease) in cash.......................... 814 368 (209) (868)
Cash at beginning of period........................................ -- 814 814 1,182
------------ ------ ----- -----------
Cash at end of period.............................................. $ 814 $ 1,182 $ 605 $ 314
------------ ------ ----- -----------
------------ ------ ----- -----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
(FORMERLY BW-3, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(INFORMATION PERTAINING TO THE THREE MONTHS ENDED MARCH 30, 1997
AND MARCH 29, 1998 IS UNAUDITED)

(DOLLAR AMOUNTS IN THOUSANDS)

(1) NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

The Company was organized for the purpose of operating Buffalo Wild Wings or
bw-3 restaurants, as well as selling Buffalo Wild Wing or bw-3 restaurant
franchises as selected by Company management. In exchange for the initial and
continuing franchise fees received, the Company provides management assistance
to and gives franchisees the right to use the name "bw-3" or "Buffalo Wild
Wings."

As of March 29, 1998, the Company operated 12 Company-owned restaurants and
had 69 restaurants in operation by franchisees.

INTERIM FINANCIAL STATEMENTS

In the opinion of management, the unaudited March 30, 1997 and March 29,
1998 interim financial statements reflect all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation. The results of
operations for the three months ended March 29, 1998 are not necessarily
indicative of results expected for fiscal 1998.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Buffalo Wild
Wings, Inc. and its wholly owned subsidiaries (collectively, the "Company"). All
significant intercompany accounts and transactions have been eliminated in
consolidation.

FISCAL YEAR

The Company utilizes a 52- or 53-week accounting period that ends on the
last Sunday in December. The fiscal years ended December 29, 1996 and December
28, 1997 were each comprised of 52 weeks.

ACCOUNTING 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. Actual results could differ from those estimates.

INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined by
the first-in, first-out (FIFO) method.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Leasehold improvements are
amortized using the straight-line method over the lesser of the life of the
lease or the estimated useful lives of the assets, which

F-7
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
(FORMERLY BW-3, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION PERTAINING TO THE THREE MONTHS ENDED MARCH 30, 1997
AND MARCH 29, 1998 IS UNAUDITED)

(DOLLAR AMOUNTS IN THOUSANDS)

(1) NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
range from one to ten years. Furniture and equipment, including equipment under
capital leases, are depreciated using the straight-line method over the
estimated useful lives of the assets, which range from four to eight years.

Maintenance, repairs, and minor renewals are expensed as incurred. Upon
retirement or disposal of assets, the cost and accumulated depreciation are
eliminated from the respective accounts and the related gains or losses are
credited or charged to income.

GOODWILL

Goodwill is capitalized at cost and is amortized on a straight-line basis
over fifteen years.

Management periodically assesses the amortization period and recoverability
of the carrying amounts of goodwill based upon an estimation of the value and
future benefits of the recorded asset. Management has concluded that the
carrying amount of goodwill is realizable.

IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

The Company reviews its long-lived assets related to each restaurant to be
held and used in the business semi-annually for impairment, or whenever events
or changes in circumstances indicate that the carrying amount of a restaurant
may not be recoverable. The Company evaluates restaurants considering a history
of operating losses and negative cash flows as its primary indicators of
potential impairment. An impaired restaurant is written down to its estimated
fair market value by discounting future cash flows based on the best information
available. Considerable management judgment is necessary to estimate discounted
future cash flows. Accordingly, actual results could vary significantly from
such estimates.

INVESTMENT SECURITIES

Investment securities at December 29, 1996 consisted of certificates of
deposits with initial contractual maturities of 1 to 2.5 years. Investment
securities are carried at amortized cost. These securities were collateral on
notes payable to banks.

FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying value of the Company's financial assets and liabilities,
because of their short-term nature, approximates fair value. The fair value of
the Company's borrowings, if recalculated based on current interest rates, would
not significantly differ from recorded amounts.

STOCK BASED COMPENSATION

The Company accounts for its employee stock options under the
intrinsic-value method of APB Opinion No. 25 and, accordingly, compensation
costs are recognized in the financial statements when options are granted to
employees below the fair market value of the underlying stock. Effective January
1,

F-8
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
(FORMERLY BW-3, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION PERTAINING TO THE THREE MONTHS ENDED MARCH 30, 1997
AND MARCH 29, 1998 IS UNAUDITED)

(DOLLAR AMOUNTS IN THOUSANDS)

(1) NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
1996, the Company adopted the provisions of SFAS No. 123, ACCOUNTING FOR STOCK
BASED COMPENSATION. Pro forma information is presented reflecting compensation
costs under SFAS No. 123 in note 10.

REVENUE RECOGNITION

The Company recognizes initial franchise fees as revenue when substantially
all services and conditions relating to the sale under the Company's franchise
agreement have been performed. Continuing franchise royalty fees based upon a
percentage of franchisee restaurant revenues are recognized as earned. Expenses
relating to both initial franchise and royalty fees are indirect in nature and
expensed as incurred.

The Company recognizes revenue and expense for Company-owned restaurants as
they are earned and incurred.

The Company operates a commissary, which provides food and restaurant
supplies to company-owned and franchised restaurants. The Company reports the
revenue and expenses relating to the operation of the commissary in the selling,
general, and administrative expense section of the statements of earnings.

ADVERTISING COSTS

Advertising costs are expensed as incurred.

PREOPENING COSTS

Costs associated with the opening of new stores are expensed as incurred.

EARNINGS PER SHARE

Basic earnings per share excludes dilution and is computed by dividing the
income available to common shareholders by the weighted average number of common
shares outstanding during the period. Diluted earnings per share includes
diluted common stock equivalents consisting of stock options and warrants
determined by the treasury stock method, and dilutive convertible securities.

INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the balance sheet carrying
amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.

(2) RESERVES FOR SALE OR CLOSING OF RESTAURANTS

On May 24, 1996, the Company sold the assets of three restaurants located in
Colorado for $250. The decision to sell these stores was made in 1995. The
Company established a reserve of $695 in 1995 to cover the estimated loss and
expenses associated with this sale, net of estimated proceeds. During fiscal
1997, the

F-9
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
(FORMERLY BW-3, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION PERTAINING TO THE THREE MONTHS ENDED MARCH 30, 1997
AND MARCH 29, 1998 IS UNAUDITED)

(DOLLAR AMOUNTS IN THOUSANDS)

(2) RESERVES FOR SALE OR CLOSING OF RESTAURANTS (CONTINUED)
Company reduced the estimated reserve for future expense related to this sale by
$135. As of December 29, 1996, December 28, 1997 and March 29, 1998 there was a
reserve balance of $384, $210 and $199, respectively, for lease obligations and
miscellaneous other items.

Also, during 1995, the Company decided to close an unprofitable restaurant
and accrued approximately $425 for the write-off of fixed assets, lease
obligations, and closing expenses. As of December 29, 1996 the reserve was $368.
As of December 28, 1997 the reserve was substantially depleted.

During the quarter ended March 29, 1998, the Company decided to close an
older restaurant. As a result, the Company recorded a $145 charge to operations
for estimated lease commitments and other expenses associated with closing this
location.

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 29, DECEMBER 28, DEPRECIABLE
1996 1997 LIVES
------------ ------------- -------------
<S> <C> <C> <C>
Construction in process.......................... $ 90 $ 62 --
Leasehold improvements........................... 1,836 2,063 1 to 8 years
Furniture, fixtures, and equipment............... 1,487 1,545 4 to 8 years
Equipment under capitalized leases............... 2,014 2,382 4 to 8 years
------------ ------
5,427 6,052
Less accumulated depreciation and amortization... (1,712) (2,536)
------------ ------
$ 3,715 $ 3,516
------------ ------
------------ ------
</TABLE>

As of December 28, 1997, the Company had entered into construction contracts
for two restaurants. The December 28, 1997 balance sheet reflects construction
in process for these locations. The estimated contract amount of these
obligations was $648 and were substantially completed by March 1998. During the
quarter ended March 29, 1998, the Company entered into construction contracts
for two additional restaurants with aggregate obligations of $529.

In the fiscal 1997 year end review of impairment of long-lived assets and
long-lived assets to be disposed of, the Company identified certain restaurant
assets for which management believes the carrying amount was not recoverable due
to operating losses and negative cash flow. For the year ended December 29,
1997, the Company recorded a charge to operations of $148 to reduce the carrying
value of the assets to fair value. Fair value was determined based on estimated
discounted future cash flows. In 1997, the Company also identified other
restaurant assets and software to be abandoned and disposed of in 1998. For the
year ended December 29, 1997 the Company recorded a charge to operations of $144
for the abandonment of these assets.

F-10
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
(FORMERLY BW-3, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION PERTAINING TO THE THREE MONTHS ENDED MARCH 30, 1997
AND MARCH 29, 1998 IS UNAUDITED)

(DOLLAR AMOUNTS IN THOUSANDS)

(4) ACCRUED EXPENSES

Accrued expenses are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 29, DECEMBER 28, MARCH 29,
1996 1997 1998
------------- ------------- -----------
<S> <C> <C> <C>
Accrued payroll and bonuses.......................... $ 450 $ 613 $ 446
Store closing accruals (note 2)...................... 752 256 388
Accrued financing.................................... 116 125 --
Other accrued expenses............................... 421 473 696
------ ------ -----------
Total.......................................... $ 1,739 $ 1,467 $ 1,530
------ ------ -----------
------ ------ -----------
</TABLE>

(5) LONG-TERM DEBT

The Company had available a $250 revolving line of credit, bearing interest
at prime rate and due on January 1, 1999. At December 28, 1997 and March 29,
1998 there were no borrowings under this line of credit.

As of December 31, 1995, the Company had a $300 demand note with a Company
stockholder, and during 1996 such note was increased to $600. In September 1996,
the demand note was reduced by $250 through the issuance of 83,500 shares of the
Company's common stock at $3.00 per share. In December 1996, the remaining
unpaid principal and accrued interest of $419 was converted into a term note,
due in monthly installments with an interest rate of 10%, and final balloon
payment due January 2002. In connection with the conversion of the demand note
to a term note, the Company granted the holder a warrant to acquire 50,000
shares of the Company's common stock for $3.00 per share, exercisable over five
years.

For financial statement purposes, $50 of the term note face value was
allocated to the warrant, resulting in a discount on such debt and an increase
in common stock. The discount on the term note is being accreted into earnings
over the five-year life of the debt.

F-11
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
(FORMERLY BW-3, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION PERTAINING TO THE THREE MONTHS ENDED MARCH 30, 1997
AND MARCH 29, 1998 IS UNAUDITED)

(DOLLAR AMOUNTS IN THOUSANDS)

(5) LONG-TERM DEBT (CONTINUED)
Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 29, DECEMBER 28, MARCH 29,
1996 1997 1998
------------- ------------- -----------
<S> <C> <C> <C>
Notes payable to banks, interest rate at prime, due
through various dates until 2001, secured by a
certificate of deposit from a shareholder (Note
9)................................................. $ 1,114 $ 731 $ 640
Unsecured promissory notes payable to shareholders
and employees of the Company, interest rates at 10%
to 12%, due through various dates until 2002 (Note
9)................................................. 432 353 348
Other unsecured promissory notes, interest rates at
8.5% - 12%, due through various dates until 2000... $ 128 $ 124 $ 112
Other................................................ 18 13 12
------ ------ -----------
1,692 1,221 1,112
Less current portion................................. (477) (447) (423)
------ ------ -----------
$ 1,215 $ 774 $ 689
------ ------ -----------
------ ------ -----------
</TABLE>

Aggregate annual maturities of long-term debt subsequent to December 28,
1997 are as follows: 1998, $447; 1999, $292; 2000, $186; 2001, $75 and 2002,
$221.

In April of 1998, the Company sold $2,250 debenture units in a Regulation D
private placement financing. Pursuant to the debenture terms, the Company sold
units consisting of notes with a $50 principal amount and warrants to purchase
4,500 shares of common stock. The notes bear interest at 10% and are repayable,
with interest, at the earlier of November 1, 1998 or 20 days after completion of
an Initial Public Offering ("IPO"). If an IPO is not completed by November 1,
1998, the Company may extend the maturity date for an additional six months.
Each unit holder has the right to convert 50% of the principal amount of the
notes at a price equal to 80% of the Price to Public in an IPO.

(6) LEASE COMMITMENTS

The Company leases all of its restaurants and corporate offices under
noncancelable operating leases, which have various expiration dates. In addition
to base rents, certain leases require the Company to pay its share of
maintenance and real estate taxes, and include provisions for contingent rentals
based upon sales. Certain of the leases contain renewal options under which the
Company may extend the terms from three to five years. Certain leases are
guaranteed by one or more of the stockholders of the Company.

The Company also leases office equipment and restaurant equipment under
noncancelable operating leases with terms ranging from three to eight years.

F-12
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
(FORMERLY BW-3, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION PERTAINING TO THE THREE MONTHS ENDED MARCH 30, 1997
AND MARCH 29, 1998 IS UNAUDITED)

(DOLLAR AMOUNTS IN THOUSANDS)

(6) LEASE COMMITMENTS (CONTINUED)
The gross amount of equipment and related accumulated amortization recorded
under capital leases are as follows:

<TABLE>
<CAPTION>
DECEMBER 29, DECEMBER 28,
1996 1997
------------- -------------
<S> <C> <C>
Equipment........................................................ $ 2,014 $ 2,382
Less accumulated amortization.................................... (522) (859)
------ ------
Total........................................................ $ 1,492 $ 1,523
------ ------
------ ------
</TABLE>

Future minimum rental payments due under capital and noncancelable operating
leases at December 28, 1997 are as follows:

<TABLE>
<CAPTION>
CAPITAL OPERATING
FISCAL YEAR ENDING LEASES LEASES
- -------------------------------------------------------------- ------------- ---------------
<S> <C> <C>
1998.......................................................... $ 697 $ 1,152
1999.......................................................... 631 1,051
2000.......................................................... 410 901
2001.......................................................... 268 820
2002.......................................................... 91 766
Thereafter.................................................... 23 2,489
------ ------
Total future minimum lease payments........................... 2,120 $ 7,179
------
------
Less amounts representing interest, ranging from 8% to 27%.... (518)
------
Present value of net minimum payments......................... 1,602
Less current portion.......................................... (460)
------
$ 1,142
------
------
</TABLE>

Rent expense for all operating leases for the fiscal years ended December
29, 1996 and December 28, 1997, and the three-month periods ended March 30, 1997
and March 29, 1998 was $834, $868, $192 and $219, respectively.

Subsequent to December 28, 1997, the Company has entered into operating
leases for three Company-owned restaurants which the Company intends to open in
fiscal 1998. Future minimum operating lease payments under these leases
aggregate $116, $285, $291, $299, $312 and $1,892 in fiscal 1998, 1999, 2000,
2001, 2002 and thereafter, respectively.

In March 1998, the Company signed a $2.5 million leasing facility for
restaurant and computer equipment available through June 30, 1999. Lease
obligations under this facility will be accounted for as capital leases. Funding
under this facility is subject to certain covenants as defined by the agreement.

F-13
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
(FORMERLY BW-3, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION PERTAINING TO THE THREE MONTHS ENDED MARCH 30, 1997
AND MARCH 29, 1998 IS UNAUDITED)

(DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)

(7) INCOME TAXES

Income tax expense (benefit) is comprised of the following:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
------------------------------
DECEMBER 29, DECEMBER 28,
1996 1997
------------- ---------------
<S> <C> <C>
Current:
Federal........................................................ $ 595 $ 301
State.......................................................... 99 88

Deferred:
Federal........................................................ (448) 122
State.......................................................... (51) 32
----- -----
Total tax expense................................................ $ 195 $ 543
----- -----
----- -----
</TABLE>

A reconciliation of the expected federal income taxes (benefits) at the
statutory rate of 34% with the provision for income taxes is as follows:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
------------------------------
DECEMBER 29, DECEMBER 28,
1996 1997
------------- ---------------
<S> <C> <C>
Expected federal income tax expense.............................. $ 340 $ 466
State income tax expense, net of federal effect.................. 59 78
Change in valuation allowance.................................... (290) --
Permanent differences............................................ 18 29
Other............................................................ 68 (30)
----- -----
$ 195 $ 543
----- -----
----- -----
</TABLE>

F-14
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
(FORMERLY BW-3, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION PERTAINING TO THE THREE MONTHS ENDED MARCH 30, 1997
AND MARCH 29, 1998 IS UNAUDITED)

(DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)

(7) INCOME TAXES (CONTINUED)
Deferred tax assets and liabilities are classified as current and noncurrent
on the basis of the classification of the related asset or liability for
financial reporting. Deferred income taxes are provided for temporary
differences between the basis of assets and liabilities for financial reporting
purposes and income tax purposes. Temporary differences, net of valuation
allowances, comprising the net deferred tax asset on the balance sheets are as
follows:

<TABLE>
<CAPTION>
DECEMBER 29, DECEMBER 28,
1996 1997
--------------- ---------------
<S> <C> <C>
Current:
Store closing accruals......................................... $ 286 $ 159
Bad debt reserve............................................... 167 57
Deferred revenue............................................... 137 66
Other accruals................................................. 146 245
----- -----
$ 736 $ 527
----- -----
----- -----

Noncurrent:
Depreciation................................................... $ 77 $ 90
Other accruals................................................. (42) --
----- -----
$ 35 $ 90
----- -----
----- -----
</TABLE>

The Company believes that as a result of its historical income, it is more
likely than not that the Company will realize its deferred tax assets.

(8) COMMITMENTS AND CONTINGENCIES

At December 28, 1997, the Company is the guarantor of $508 on leases entered
into by certain franchisees.

The Company receives rebates from food wholesalers on behalf of the
franchisees. These rebates are to be used for various system-wide marketing
efforts, franchise seminars and conventions. The cash received from the
wholesalers is recorded in the financial statements as restricted cash with an
off-setting accounts payable to franchisees. The Company does not reflect these
transactions in their financial results.

The Company is involved in various legal actions arising in the ordinary
course of business. In the opinion of management, the ultimate disposition of
these matters will not have a material adverse effect on the Company's
consolidated financial position.

(9) RELATED PARTY TRANSACTIONS

The Company had $432, $353 and $348 of notes payable to stockholders and
employees at December 29, 1996, December 28, 1997 and March 29, 1998,
respectively. The notes have interest rates of 10% to 12% with maturity dates to
fiscal year 2002.

F-15
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
(FORMERLY BW-3, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION PERTAINING TO THE THREE MONTHS ENDED MARCH 30, 1997
AND MARCH 29, 1998 IS UNAUDITED)

(DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)

(9) RELATED PARTY TRANSACTIONS (CONTINUED)
In 1995, a stockholder of the Company guaranteed a bank loan on behalf of
the Company up to $1 million. As consideration, the stockholder received 16,500
shares of the Company's common stock. Also, in the event that an initial public
offering of the Company's stock occurred before February 1, 1998, the Company
would issue common stock having a value of $100 to the stockholder. If there was
no offering of the Company's stock by January 1998, the stockholder could elect
to receive common stock of the Company with a fair market value of $100 or a
demand note in the amount of $100 plus accrued interest. The Company accrued
$116 and $125 for this obligation at December 29, 1996 and December 28, 1997,
respectively. On March 18, 1998, the stockholder elected to receive 20,858
shares of common stock with a fair market value of $105.

In connection with the April 1998 debenture unit sale, the Company's
CEO/President and a director acquired $50 and $500, respectively, of the units
sold pursuant to such financing.

(10) STOCKHOLDERS' EQUITY

STOCK OPTIONS

In 1995 and as amended in May 1998, the Company established the Buffalo Wild
Wings, Inc. 1995 Stock Option Plan (the "Plan"), which reserves 750,000 shares
of the Company's common stock for sale to its employees, officers, and
directors. The Plan states that the option price for these shares is to be not
less than the fair market value on the date of grant. Incentive stock options
become exercisable in four equal
installments from the date of the grant and have a contractual life of ten
years. Nonqualified stock options issued pursuant to the Plan become exercisable
after one year and have a contractual life of ten years. Option activity is
summarized as follows:

<TABLE>
<CAPTION>
NUMBER OF
SHARES PRICE RANGE
----------- -------------
<S> <C> <C>
Outstanding, December 31, 1995..................................... -- $ --
Granted.......................................................... 103,935 3.00
Exercised........................................................ -- --
Canceled......................................................... (500) 3.00
----------- -------------

Outstanding, December 29, 1996..................................... 103,435 3.00
Granted.......................................................... 11,500 4.50-10.00
Exercised........................................................ (62) 3.00
Canceled......................................................... (4,938) 3.00
----------- -------------

Outstanding, December 28, 1997..................................... 109,935 3.00-10.00
Granted.......................................................... 143,250 5.00
Exercised........................................................ -- --
Canceled......................................................... (375) 3.00
----------- -------------

Outstanding, March 29, 1998........................................ 252,810 $ 3.00-10.00
----------- -------------
----------- -------------
</TABLE>

F-16
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
(FORMERLY BW-3, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION PERTAINING TO THE THREE MONTHS ENDED MARCH 30, 1997
AND MARCH 29, 1998 IS UNAUDITED)

(DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)

(10) STOCKHOLDERS' EQUITY (CONTINUED)
At December 28, 1997 there were 32,843 options that were exercisable.

The Company applies the intrinsic value method in accounting for its
employee stock option grants and, accordingly, no compensation cost has been
recognized for its stock options in the financial statements. If the Company had
elected to recognize compensation cost based on the fair value at the grant date
for its stock options under SFAS No. 123, the Company's net earnings would have
been decreased to the pro forma amounts indicated in the table below.

The pro forma net earnings reflect only options granted in 1996 and 1997.
Therefore, the full impact of calculating compensation cost for stock options
under SFAS No. 123 is not reflected in the pro forma net earnings amounts
presented because compensation cost is reflected over the options' vesting
period, typically four years, and compensation cost for options granted prior to
January 1, 1996 is not considered.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
--------------------------------
DECEMBER 29, DECEMBER 28,
1996 1997
--------------- ---------------
<S> <C> <C>
Net earnings:
As reported........................................................................ $ 806 $ 828
Pro forma.......................................................................... 801 811

Net earnings per share:
As reported........................................................................ $ 0.45 $ 0.42
Pro forma.......................................................................... 0.45 0.41
</TABLE>

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following assumptions:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
----------------------------
DECEMBER 29, DECEMBER 28,
1996 1997
------------- -------------
<S> <C> <C>
Expected dividend yield.......................................... 0% 0%
Expected stock price volatility.................................. 0% 0%
Risk-free interest rate.......................................... 5.5% 5.5%
Expected life of options......................................... 5 years 5 years
</TABLE>

The per share weighted-average fair value of stock options granted during
1996 and 1997 was $2.30 and $6.66, respectively.

F-17
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
(FORMERLY BW-3, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION PERTAINING TO THE THREE MONTHS ENDED MARCH 30, 1997
AND MARCH 29, 1998 IS UNAUDITED)

(DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)

(11) SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>
FISCAL YEAR ENDED THREE MONTHS ENDED
-------------------------------- ----------------------------
DECEMBER 29, DECEMBER 28, MARCH 30, MARCH 29,
1996 1997 1997 1998
--------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
Cash paid during the period for:
Interest................................................... $ 465 $ 405 105 76
Income taxes............................................... 277 432 118 12

Noncash financing and investing transactions:
Capital lease obligations incurred......................... 758 491 173 733
Issuance of common stock for liabilities................... 250 -- -- 105
Issuance of common stock for acquisition of Jar-Man........ 575 -- -- --
</TABLE>

(12) EARNINGS PER SHARE
<TABLE>
<CAPTION>
FOR THE YEAR ENDED 1996
---------------------------------------
EARNINGS SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
------------- ----------- -----------
<S> <C> <C> <C>

Earnings per common share................................. $ 806 1,784,000 $ 0.45
Effect of dilutive securities:
Stock options and warrants.............................. -- --
----- -----------
Earnings per common share--assuming dilution.............. $ 806 1,784,000 $ 0.45
----- ----------- -----------
----- ----------- -----------

FOR THE YEAR ENDED 1997
---------------------------------------
<S> <C> <C> <C>
Earnings per common share................................. $ 828 1,967,000 $ 0.42
Effect of dilutive securities:
Stock options and warrants.............................. -- 52,000
----- -----------
Earnings per common share--assuming dilution.............. $ 828 2,019,000 $ 0.41
----- ----------- -----------
----- ----------- -----------
<CAPTION>

FOR THREE MONTHS ENDED MARCH 30, 1997
---------------------------------------
<S> <C> <C> <C>
Earnings per common share................................. $ 198 1,967,000 $ ,0.10
Effect of dilutive securities:
Stock options and warrants.............................. -- 31,000
----- -----------
Earnings per common share--assuming dilution.............. $ 198 1,998,000 $ 0.10
----- ----------- -----------
----- ----------- -----------
</TABLE>

F-18
<PAGE>
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
(FORMERLY BW-3, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION PERTAINING TO THE THREE MONTHS ENDED MARCH 30, 1997
AND MARCH 29, 1998 IS UNAUDITED)

(DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)

(12) EARNINGS PER SHARE (CONTINUED)
<TABLE>
<CAPTION>
FOR THREE MONTHS ENDED MARCH 29, 1998
---------------------------------------
EARNINGS SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
------------- ----------- -----------
<S> <C> <C> <C>
Earnings per common share................................. $ 65 1,969,000 $ 0.03
Effect of dilutive securities:
Stock options and warrants.............................. -- 64,000
----- -----------
Earnings per common share--assuming dilution.............. $ 65 2,033,000 $ 0.03
----- ----------- -----------
----- ----------- -----------
</TABLE>

(13) INITIAL PUBLIC OFFERING

In January of 1998, the Company signed a letter of intent to pursue an
Initial Public Offering (IPO) in 1998 for up to 1,725,000 units, consisting of a
share of common stock and a warrant to acquire one share of common stock. A part
of the proceeds would be used to repay the private placement financing notes
described in note 5. Upon effectiveness of the IPO, the Company will consummate
a 1 for 2 reverse stock split. Share and per share amounts contained herein have
been adjusted to reflect this reverse stock split.

(14) ACQUISITION OF JAR-MAN

On January 16, 1996, the Company purchased Jar-Man, Inc. for a purchase
price of $675 consisting of $100 in cash and $575 in Company common stock. The
opening consolidated balance sheet of the Company as of January 16, 1996,
reflects the fair value of assets acquired and liabilities assumed at the date
of acquisition. The excess of purchase price over the estimated fair values of
the net assets acquired by the Company has been recorded as goodwill. The net
purchase price $675 was allocated to tangible and intangible assets as follows:

<TABLE>
<S> <C>
Cash................................................................. $ 123
Other current assets................................................. 30
Property, plant, and equipment....................................... 385
Other assets......................................................... 81
Goodwill............................................................. 487
Current liabilities.................................................. (220)
Long-term liabilities................................................ (211)
---------
$ 675
---------
---------
</TABLE>

F-19
<PAGE>
[LOGO]

HOME
OF THE
REAL
WING

TAKEOUT MENU

<PAGE>

FINGER FAVORITES

<TABLE>
<CAPTION>
<S> <C>
MINI CORN DOGS WITH HONEY MUSTARD SAUCE . . . . . . . . . . . . . . . . $3.29
MOZZARELLA STICKS WITH MARINARA SAUCE . . . . . . . . . . . . . . . . . $3.89
HOT CHEDDAR STUFFED JALAPENOS . . . . . . . . . . . . . . . . . . . . . $3.49
Breaded jalapenos stuffed with cheddar cheese & served with sour cream.
PEPPERONI POCKETS . . . . . . . . . . . . . . . . . . . . . . . . . . . $2.39
Two pockets stuffed with mozzarella & provolone cheese blended with pepperoni &
basil pizza sauce, deep fried to a golden brown.
CATFISH FINGERS
Tasty farm-raised catfish, lightly breaded and deep-fried, served with tartar
sauce.
Four Fingers. . . . . ..$3.79 Six Fingers . . . . . . . . . . . $4.99
QUESADILLAS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4.79
Strips of chicken breast, cheddar & mozzarella cheese, onion & diced tomato
stuffed inside a large grilled flour tortilla. Served with salsa & sour cream.
Guacamole served on the side upon request.
BLUE CORN CHIPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2.89
Tortilla chips made from blue cornmeal. Served with salsa & sour cream.
ULTIMATE NACHOS . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4.99
Blue corn chips topped with chili or grilled chicken. Topped with diced tomato,
onion, shredded lettuce & cheddar cheese. Salsa & sour cream served on the side.
Guacamole served on the side upon request.
</TABLE>

SCRUMPTIOUS SALADS
<TABLE>
<S> <C>
GARDEN SALAD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1.99
Crisp iceberg and leaf lettuce topped with onion, tomato, celery, carrots, green
peppers and a side of crunchy croutons. Served with your choice of dressing.
GRILLED CHICKEN SALAD . . . . . . . . . . . . . . . . . . . . . . . . . $3.99
What you'll get when you combine our fresh garden salad and top it with grilled
chicken. Served with your choice of dressing.
TACO SALAD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4.59
Crisp lettuce, tomato, onion & cheddar cheese served with your choice of chili
or grilled chicken in a crisp tortilla shell. Served with a side of blue corn
chips, and salsa & sour cream or your choice of salad dressing.
Veggie & Cheese Only. . . . . . . . . . . . . . . . . . . . . . . . . $3.99

CHICKEN CAESAR SALAD. . . . . . . . . . . . . . . . . . . . . . . . . . $3.99
A classic Caesar salad with our flavorful Old World Caesar dressing, topped with
strips of grilled chicken breast.
</TABLE>

WE ARE PROUD TO SERVE T. MARZETTI'S DRESSINGS.

DENOTES A SIGNATURE ITEM

CALL AHEAD FOR TAKE HOME!

Call ahead for take home may not be available at some stores.

<PAGE>

OUR LEGENDARY
WINGS & SAUCES

OUR FAMOUS BUFFALO,
NEW YORK-STYLE CHICKEN WINGS
Here they are in all their lip-smacking, award-winning glory: Buffalo, New
York-style chicken wings spun in your favorite signature sauce. Roll up your
shirt sleeves, grab a pile of napkins & dive in!

<TABLE>
<S> <C>
6 WINGS . . . . . . $2.39
12 WINGS. . . . . . $4.59
18 WINGS. . . . . . $6.49
24 WINGS. . . . . . $8.59
50 WINGS. . . . . . $16.49
100 WINGS . . . . . $31.99
</TABLE>

ADD CELERY, BLEU CHEESE OR
RANCH DRESSING FOR JUST 40CENTS EACH!

AVAILABILITY OF PHONE-IN ORDERS ON TUESDAY VARIES BY LOCATION. LARGER WING
ORDERS AVAILABLE ON REQUEST.

OUR 12 SIGNATURE SAUCES
You won't find our signature sauces anywhere else! Use our handy flame key
below to find a sauce that's right for you. Great on sandwiches & burgers!

TERIYAKI
HONEY MUSTARD
SWEET BBQ
MILD
CURRY
MEDIUM
LEMON PEPPER
SPICY GARLIC
HOTBBQ
HOT
WILD
BLAZIN'TM
TUESDAY
IS 25CENTS
WING DAY!

<TABLE>
<S> <C>
Side of Sauce. . . . .50 CENTS
Bottle . . . . . . . . . $2.99
</TABLE>

WEDNESDAY
IS 50CENTS
LEG DAY!

BUFFALO TENDERS-TM- & LEGS

BUFFALO TENDERS-TM-
Strips of chicken cut from a whole breast fillet, lightly breaded and crispy.
Served with your favorite signature sauce for dipping.

<TABLE>
<S> <C>
4 Tenders. . . . . . . $3.89 6 Tenders . . . . . . .$4.99
</TABLE>
SPICY BBQ BUFFALO TENDERSS-SM-
A twist from the original, these tender strips of chicken offer a spicy breading
and are spun in our sweet BBQ sauce.
<TABLE>
<S> <C>
4 Tenders. . . . . . . $3.89 6 Tenders . . . . . . .$4.99
</TABLE>
BUFFALO LEGS-TM-
Tender drumsticks cooked to a crispy golden brown & spun in your favorite
signature sauce.
<TABLE>
<S> <C>
2 Legs . . . . . . . . $1.59 5 Legs. . . . . . . . .$3.19
</TABLE>
SIGNATURE SIDES

BUFFALO CHIPS-TM-
Not what you think. Natural cut potato slices deep fried to a golden brown. Add
Cajun spice for 20CENTS.
<TABLE>
<S> <C>
Regular. . . . . . . . $1.29 Basket. . . . . . . . .$2.39
with Cheese . . . . $1.69 with Cheese . . . . .$3.19
with Chili & Cheese. . . .$3.99
</TABLE>
POTATO WEDGES
A smooth blend of rich sour cream & chive flavors on a crispy battered skin-on
wedge-cut potato.
<TABLE>
<S> <C>
Regular. . . . . . . . $1.59 Basket. . . . . . . . .$2.69
with Cheese . . . . $2.49 with Cheese . . . . .$3.59
with Chili & Cheese . . .$4.39
</TABLE>
ONION RINGS
Crispy beer battered onion rings. Add Cajun spice for 20CENTS.
<TABLE>
<S> <C>
Regular. . . . . . . . $1.79 Basket. . . . . . . . .$2.79
</TABLE>

<PAGE>

BURGERS & MORE BURGERS

All of our burgers are juicy one-third pounders served with lettuce, tomato and
onion. Choose from a plain Kaiser or a Kimmelweck roll, our special Kaiser roll
topped with rock salt and caraway seeds. We bake our own rolls! Add an extra
one-third pound patty to any of the burgers for just $1.50 extra!

<TABLE>
<S> <C>
THE CLASSIC BURGER . . . . . . . . . . . . . . . . . . . . . . . . . . .$2.99
A juicy one-third pounder, charbroiled to perfection.
THE DOUBLE CLASSIC BURGER. . . . . . . . . . . . . . . . . . . . . . . .$4.49
For the hearty appetite, not one, but two one-third pound beef patties.
CHEESEBURGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$3.29
Choose from cheddar, swiss, mozzarella or jalapeno cheese.
SWISS & 'SHROOM BURGER . . . . . . . . . . . . . . . . . . . . . . . . .$3.79
Topped with swiss cheese and mushrooms.
BLACK & BLEU BURGER. . . . . . . . . . . . . . . . . . . . . . . . . . .$3.79
Blackened with Cajun spice and topped with bleu cheese dressing.
BACON CHEDDAR BURGER . . . . . . . . . . . . . . . . . . . . . . . . . .$3.79
Topped with strips of bacon & cheddar cheese.
WESTERN BURGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$3.79
Topped with bacon & smothered with cheddar cheese & our sweet BBQ sauce.
</TABLE>

CHICKEN SANDWICHES

Choose from a plain Kaiser roll or a Kimmelweck roll, our special Kaiser roll
topped with rock salt and caraway seeds. We bake our own rolls!

<TABLE>
<S> <C>
GRILLED CHICKEN BREAST SANDWICH. . . . . . . . . . . . . . . . . . . . .$3.99
Tender grilled chicken breast served with lettuce, tomato & onion. Try it plain,
or with your favorite signature sauce.
CHICKEN CAESAR SANDWICH. . . . . . . . . . . . . . . . . . . . . . . . .$3.99
Grilled chicken breast served with romaine lettuce, Caesar dressing & romano
cheese.
SPICY BREADED CHICKEN SANDWICH . . . . . . . . . . . . . . . . . . . . .$3.99
Spicy breaded chicken breast, served with lettuce, tomato & onion.
SPICY CHICKEN PARMESAN SANDWICH. . . . . . . . . . . . . . . . . . . . .$4.79
Plump, juicy, breaded chicken breast that's spiced just right. Topped with
mozzarella & romano cheese, marinara sauce, lettuce, tomato and onion.
</TABLE>

SPECIALTY SANDWICHES

<TABLE>
<S> <C>
BEEF ON WECK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$4.29
Tender, thinly-sliced hot roast beef served on our Kimmelweck roll. Served with
any one of our
signature sauces.
HEARTY STEAK SANDWICH. . . . . . . . . . . . . . . . . . . . . . . . . .$4.79
Tender slices of grilled steak with onion, green pepper & mozzarella cheese,
served on a Polish sub roll.
ROASTED TURKEY SANDWICH. . . . . . . . . . . . . . . . . . . . . . . . .$3.79
Thinly sliced roasted turkey piled high on a Kaiser or Kimmelweck roll topped
with lettuce, tomato and onion.
BREADED FISH SANDWICH. . . . . . . . . . . . . . . . . . . . . . . . . .$3.99
For the rebel who insists on ordering fish in a chicken place, we offer a
lightly battered cod fillet on a Kaiser or Kimmelweck roll topped with lettuce,
tomato & onion. Served with tartar sauce on the side.
ULTIMATE CONEY HOT DOG . . . . . . . . . . . . . . . . . . . . . . . . .$3.49
Chicago-style grilled 1/4 lb. Coney hot dog, loaded with chili, shredded cheddar
cheese, and onion. Served on a Polish sub roll.
THE ULTIMATE BLT SANDWICH. . . . . . . . . . . . . . . . . . . . . . . .$3.59
Crispy bacon strips, fresh lettuce & juicy tomato served on your choice of a
Kaiser or Kimmelweck roll.
GARDENBURGER-Registered Trademark- . . . . . . . . . . . . . . . . . . .$3.89
Our favorite, meatless, all-natural patty made from a savory blend of fresh
mushrooms, onions, whole grains and low-fat cheese. Topped with lettuce, tomato
& onion on your choice of roll.
</TABLE>

<PAGE>

SOUTH OF BUFFALO
<TABLE>
<S> <C>
CHICKEN OR STEAK FAJITAS . . . . . . . . . . . . . . . . . . . . . . . .$4.99
Two soft flour tortillas filled with grilled chicken or steak, green pepper,
onion, crisp lettuce, diced tomato & shredded cheddar cheese. Blue corn chips,
salsa & sour cream served on the side. Guacamole served on the side upon
request.
BUFFALITOS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4.29
Two soft flour tortillas stuffed with your choice of grilled chicken or chili,
lettuce, tomato, cheddar cheese, sour cream, onion & one of our signature
sauces! For the lighter appetite - one tortilla is just $2.29.
Veggie & Cheese only . . . . . . . . . . . . . . . . . .$1.89(one tortilla)$3.49(two tortillas)
BUFFALO BREATH-TM- CHILI . . . . . . . . . . . . . . . . . . . . . . . . .$3.19
Try a bowl of our lip-smackin', signature chili with beef and beans. Add
shredded cheese for 30CENTS. For more kick, try it with Medium, Hot or Wild
sauce for 30CENTS.
</TABLE>

LI'L BUFFALOS

For everyone in the herd 12 & under.
All kid's meals are served with Buffalo Chips-TM- and a 12 oz. soft drink.
HOT DOG BUFFALO LEG FOUR WINGS
SINGLE PEPPERONI POCKET TWO BUFFALO TENDERSTM
All Kids Meals
$2.79

FREE REFILLS!

BEVERAGES

<TABLE>
<S> <C>
SOFT DRINKS & ICED TEA .$1.29
COFFEE & HOT TEA. . . .79CENTS
</TABLE>

HOW THE
LEGEND BEGAN

ONE HUNGRY NIGHT
Our story begins one evening in 1981. Jim Disbrow and Scott Lowery were
craving spicy Buffalo, New York-style chicken wings. After scouring
Kent, Ohio they came up empty-handed and hungry. So they cooked up an
idea: a fun, friendly restaurant with great food, including awesome
Buffalo wings at affordable prices. The initial store opened in 1982 at
Ohio State University and was wildly successful.

MANY WINGS LATER
Originally named Buffalo Wild Wings and Weck, the name was shortened to
bw-3 by loyal customers. It was the first known attempt to develop a
restaurant offering authentic Buffalo, New York-style chicken wings
outside of Buffalo - and we think they'd be proud. Millions of wings
later, we've opened more than 85 college and suburban locations in 16
states.

THE SECRET IS THE SAUCE
What's the secret to our success? It's our twelve signature sauces. From
tasty Teriyaki to Better-Be-Ready Blazin'-TM- we have the taste that's
right for you. Each sauce has a unique recipe, not just more spice. Try
them on our wings or with any sandwich or burger, or take a bottle home
- it's great on the grill!

CALL AHEAD FOR TAKE HOME!

Call ahead for take home may not be available at some stores.

<PAGE>

BW-3/BUFFALO WILD WINGS LOCATIONS

Please don't drink & drive - we will be happy to call a cab for you.

[Photograph of interior bar area
of Company-owned Buffalo
Wild Wings restaurant]

<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO
WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO
ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 7
Use of Proceeds........................................................... 12
Dilution.................................................................. 12
Dividend Policy........................................................... 14
Capitalization............................................................ 15
Selected Consolidated Financial Data...................................... 16
Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 17
Business.................................................................. 24
Management................................................................ 32
Certain Transactions...................................................... 35
Principal Stockholders.................................................... 36
Description of Securities................................................. 37
Shares Eligible for Future Sale........................................... 41
Underwriting.............................................................. 43
Legal Matters............................................................. 45
Experts................................................................... 45
Available Information..................................................... 45
Index to Financial Statements............................................. F-1
</TABLE>

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

[BUFFALO WILD WINGS LOGO]

1,500,000 UNITS

EACH UNIT CONSISTING OF ONE SHARE OF
COMMON STOCK AND ONE WARRANT TO
PURCHASE ONE SHARE OF COMMON STOCK

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

PROSPECTUS

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

[RJ STEICHEN & CO LOGO]

, 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 302A.521, subd. 2, of the Minnesota Statutes requires the Company to
indemnify a person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of the person with respect to
the Company, against judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions if such person (1) has not been
indemnified by another organization or employee benefit plan for the same
judgments, penalties or fines; (2) acted in good faith; (3) received no improper
personal benefit, and statutory procedure has been followed in the case of any
conflict of interest by a director; (4) in the case of a criminal proceeding,
had no reasonable cause to believe the conduct was unlawful; and (5) in the case
of acts or omissions occurring in the person's performance in the official
capacity of director or, for a person not a director, in the official capacity
of officer, board committee member or employee, reasonably believed that the
conduct was in the best interests of the Company, or, in the case of performance
by a director, officer or employee of the Company involving service as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3,
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition of the proceeding in certain instances. A decision
as to required indemnification is made by a disinterested majority of the Board
of Directors present at a meeting at which a disinterested quorum is present, or
by a designated committee of the Board, by special legal counsel, by the
stockholders, or by a court.

Provisions regarding indemnification of officers and directors of the
Company are contained in Section 5.1 of the Restated Bylaws (Exhibit 3.2 to this
Registration Statement). The Company maintains a director and officer liability
policy.

Under Section 7 of the Underwriting Agreement, filed as Exhibit 1.1 hereto,
the Underwriters agree to indemnify, under certain conditions, the Company, its
directors, certain of its officers and persons who control the Company within
the meaning of the Securities Act against certain liabilities.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following expenses will be paid by the Company in connection with the
distribution of the securities registered hereby and do not include the
underwriting discount to be paid to the Underwriters. All of such expenses,
except for the SEC registration fee, NASD fee and Nasdaq listing fee, are
estimated.

<TABLE>
<S> <C>
SEC Registration Fee.............................................. $ 7,379
NASD Fee.......................................................... 3,002
Nasdaq National Market Listing Fee................................ 63,725
Legal Fees........................................................ 70,000
Accountants' Fees and Expenses.................................... 75,000
Representative's Nonaccountable Expense Allowance................. 195,000
Printing Expenses................................................. 50,000
Blue Sky Fees and Expenses........................................ 2,000
Transfer Agent Fees and Expenses.................................. 5,000
Miscellaneous..................................................... 23,894
---------
Total......................................................... $ 495,000
---------
---------
</TABLE>

II-1
<PAGE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, the Registrant has sold the securities listed
below pursuant to exemptions from registration under the Securities Act. The
information below is presented on a post-reverse stock split basis.

1. In December 1995, the Registrant issued an aggregate of 500 shares of
Common Stock to bw-3, Inc., an Ohio corporation, for $0.20 per share. The shares
were subsequently cancelled as part of the merger of bw-3, Inc. into the
Registrant in June 1997.

2. In June 1997, the Registrant issued 1,966,775 shares of Common Stock in
exchange for all outstanding shares of bw-3, Inc. in connection with the merger
of bw-3, Inc. into the Registrant.

3. In September 1997, the Registrant issued 62 shares of Common Stock to an
employee at a price of $1.50 per share upon exercise of an incentive stock
option.

4. In March 1998, the Registrant issued 20,858 shares of Common Stock to
Kenneth H. Dahlberg, a director of the Registrant, at $5.00 per share in
connection with a Loan Collateralization Agreement between the Registrant's
predecessor and Mr. Dahlberg.

5. In April 1998, in connection with a private financing to accredited
investors, the Registrant issued convertible notes in the principal amount of
$2,250,000 and five-year warrants to purchase 202,500 shares of Common Stock.
One-half of the principal amount of the notes are convertible at $5.20 per share
(80% of the Price to Public of the Units registered pursuant to this
Registration Statement), at the option of the holder, into shares of the
Registrant's Common Stock within 20 days following this offering. Accrued
interest and the unconverted portion of the principal amount of the notes are
due and payable 20 days following this offering. The warrants are exercisable
upon completion of this offering at an exercise price of $5.20 per share (80% of
the Price to Public of the Units registered pursuant to this Registration
Statement). Affiliates of the Registrant purchased convertible notes in the
aggregate principal amount of $550,000 with warrants to purchase 49,500 shares
of Common Stock. R.J. Steichen & Company, the Representative of the Underwriters
in this offering, acted as the placement agent for the financing completed in
April 1998. As placement agent, R.J. Steichen & Company received sales
commissions of $130,000 from the Registrant.

6. In May 1998, the Registrant issued 125 shares of Common Stock to an
employee at a price of $3.00 per share upon exercise of an incentive stock
option.

The sales of securities listed above to employees upon the exercise of stock
options were made in reliance upon Rule 701 under the Securities Act. The other
sales of securities listed above were made in reliance upon Section 4(2) of the
Securities Act, which provide exemptions for transactions not involving a public
offering, and Regulation D thereunder. The purchasers of securities described
above acquired them for their own account and not with a view to any
distribution thereof to the public. The certificates evidencing the securities
bear legends stating that the shares are not to be offered, sold or transferred
other than pursuant to an effective registration statement under the Securities
Act, or an exemption from such registration requirements. Except as specified
above, no underwriting commissions or discounts were paid with respect to the
sales of unregistered securities described above.

II-2
<PAGE>
ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- ------------------------------------------------------------------------------------
<C> <S>
1.1* Form of Underwriting Agreement, including Representative's Warrant
3.1* Restated Articles of Incorporation, including form of Amendment to Restated Articles
of Incorporation (which Amendment is to be effective upon closing of this
offering)
3.2* Restated Bylaws
4.1 Specimen Common Stock Certificate
4.2* Form of Warrant Agreement, including specimen Warrant Certificate
4.3* Restated Articles of Incorporation (filed as Exhibit 3.1)
4.4* Restated Bylaws (filed as Exhibit 3.2)
5.1* Opinion and Consent of Fredrikson & Byron, P.A.
10.1* Company's 1995 Stock Option Plan, including specimen of Incentive and Non-Qualified
Stock Option Agreements
10.2* Lease Agreement dated February 25, 1997, relating to the office space located at
1919 Interchange Tower, 600 South Highway 169, Minneapolis, Minnesota
10.3* Form of Franchise Agreement
10.4* Form of Area Development Agreement
10.5* Equipment Lease Financing Facility, dated March 11, 1998, between the Company and
Carlton Financial Corporation
10.6* Note, dated December 27, 1996, issued to Kenneth H. Dahlberg
10.7* Warrant, dated December 27, 1996, issued to Kenneth H. Dahlberg
10.8* Form of Convertible Note, dated April 14, 1998, issued to Kenneth H. Dahlberg and
Sally J. Smith
10.9* Form of Warrant, dated April 14, 1998, issued to Kenneth H. Dahlberg and Sally J.
Smith
23.1* Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24 * Power of Attorney (included on signature page of the Registration Statement)
27 * Financial Data Schedule
</TABLE>

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

* Previously filed.

ITEM 28. UNDERTAKINGS.

The undersigned Registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of

II-3
<PAGE>
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

The undersigned Registrant further undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrant further undertakes that it will:

(1) file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

(iii) include any additional or changed material information on the
plan of distribution;

(2) for determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at the time to be the initial
bona fide offering; and

(3) file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on July 7, 1998.

BUFFALO WILD WINGS, INC.

By /s/ SALLY J. SMITH
-----------------------------------------
Sally J. Smith,
CHIEF EXECUTIVE OFFICER AND PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURES TITLE DATE
- ------------------------------ --------------------------- -------------------

*
- ------------------------------ Chairman of the Board of *
James W. Disbrow Directors

Chief Executive Officer,
/s/ SALLY J. SMITH President and Director
- ------------------------------ (principal executive July 7, 1998
Sally J. Smith officer)

Chief Financial Officer and
* Treasurer (principal
- ------------------------------ financial and accounting *
Mary J. Twinem officer)

* Executive Vice President,
- ------------------------------ Chief Operating Officer *
Stephen E. David and Director

*
- ------------------------------ Director *
Dale M. Applequist

II-5
<PAGE>

SIGNATURES TITLE DATE
- ------------------------------ --------------------------- -------------------

*
- ------------------------------ Director *
Kenneth H. Dahlberg

*
- ------------------------------ Director *
Michael T. Gillen

*
- ------------------------------ Director *
Warren E. Mack

*
- ------------------------------ Director *
James M. Schmidt

<TABLE>
<S> <C>
*By: /s/ SALLY J. SMITH
-------------------------------------------
Sally J. Smith, AS ATTORNEY-IN-FACT
Date: July 7, 1998
</TABLE>

II-6
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
BUFFALO WILD WINGS, INC.
EXHIBIT INDEX TO FORM SB-2

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
1.1* Form of Underwriting Agreement, including Representative's Warrant

3.1* Restated Articles of Incorporation, including form of Amendment to Restated Articles of Incorporation
(which Amendment is to be effective upon closing of this offering)

3.2* Restated Bylaws

4.1 Specimen Common Stock Certificate

4.2* Form of Warrant Agreement, including specimen Warrant Certificate

4.3* Restated Articles of Incorporation (filed as Exhibit 3.1)

4.4* Restated Bylaws (filed as Exhibit 3.2)

5.1* Opinion and Consent of Fredrikson & Byron, P.A.

10.1* Company's 1995 Stock Option Plan, including specimen of Incentive and Non-Qualified Stock Option
Agreement

10.2* Lease Agreement dated February 25, 1997, relating to the office space located at 1919 Interchange Tower,
600 South Highway 169, Minneapolis, Minnesota

10.3* Form of Franchise Agreement

10.4* Form of Area Development Agreement

10.5* Equipment Lease Financing Facility, dated March 11, 1998, between the Company and Carlton Financial
Corporation

10.6* Note, dated December 27, 1996, issued to Kenneth H. Dahlberg

10.7* Warrant, dated December 27, 1996, issued to Kenneth H. Dahlberg

10.8* Form of Convertible Note, dated April 14, 1998, issued to Kenneth H. Dahlberg and Sally J. Smith

10.9* Form of Warrant, dated April 14, 1998, issued to Kenneth H. Dahlberg and Sally J. Smith

23.1* Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1)

23.2 Consent of KPMG Peat Marwick LLP

24 * Power of Attorney (included on signature page of the Registration Statement)

27 * Financial Data Schedule
</TABLE>

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

* Previously filed.

<PAGE>
[BUFFALO WILD WINGS LOGO]
COMMON SHARES COMMON SHARES

BUFFALO WILD WINGS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA

THIS CERTIFIES THAT

SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 119848 10 9

IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
- --------------------------- BUFFALO WILD WINGS, INC. ---------------------------
TRANSFERABLE ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR
BY ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS
CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE TRANSFER AGENT-REGISTRAR.
IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE TO BE
SIGNED BY ITS DULY AUTHORIZED OFFICERS.
DATED:

SECRETARY PRESIDENT

COUNTERSIGNED AND REGISTERED:
NORWEST BANK MINNESOTA, N.A.
(MINNEAPOLIS, MINNESOTA) TRANSFER AGENT AND REGISTRAR

BY
AUTHORIZED SIGNATURE
<PAGE>
The corporation will furnish to any shareholder, upon request and
without charge, a full statement of the designations, preferences,
limitations and relative rights of the shares of each class or series
authorized to be issued, so far as they have been determined, and the
authority of the board to determine the relative rights and preferences of
subsequent classes or series.

The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:

<TABLE>
<S> <C> <C> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT-- Custodian
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Transfers to Minors
survivorship and not as tenants Act
in common (State)
UNIF TRF MIN ACT-- Custodian (until age )
(Cust)
under Uniform Transfers
to Minors Act
(State)
</TABLE>

Additional abbreviations may also be used though not in the above list.
For value received____ hereby sell, assign and transfer unto

<TABLE>
<S> <C>
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------------------
- ------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

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

- ------------------------------------------------------------------------Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
- ------------------------------------------------------------ Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.

Dated
----------------------------------------

----------------------------------------
NOTICE: THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN UPON THE FACE
OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED

By
- ----------------------------------------

<PAGE>

The Board of Directors
Buffalo Wild Wings, Inc.

We consent to the use of our report included herein and to the references
to our firm under the headings "Selected Consolidated Financial Data" and
"Experts" in the prospectus.

/s/ KPMG PEAT MARWICK LLP

Minneapolis, Minnesota
July 9, 1998