SEC 1746
(11-02)

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UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13D
(Rule 13d-101)

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                Brewing Ventures LLC (the “Reporting Person”) hereby amends its statement on Schedule 13D (the “Schedule 13D”) originally filed with the SEC on June 6, 2000, and amended on June 13, 2000, August 7, 2001, January 15, 2002 and October 4, 2002, with respect to its beneficial ownership of shares of common stock, par value $0.01 per share (“Common Stock”), of Granite City Food & Brewery Ltd. (formerly Founders Food & Firkins Ltd.), a Minnesota corporation (the “Company”).  Items 2 and 6 of the Schedule 13D are hereby amended and Items 5 and 7 are hereby amended and restated.

Item 1.

Security and Issuer

Item 2.

Identity and Background

(c)                                  The attached Schedule I is a list of the members of the Reporting Person who exercise control over the Reporting Person.  The business address of each such person is 5831 Cedar Lake Road, St. Louis Park, Minnesota 55416.  Schedule I contains the following information:

(i)                                     name; and

(ii)                                  present principal occupation or employment and, if other than the Company, the name, principal business and address of any corporation or other organization in which such employment is conducted.

Item 3.

Source and Amount of Funds or Other Consideration

Item 4.

Purpose of Transaction

Item 5.

Interest in Securities of the Issuer

(a)                                  As of the date hereof, the Reporting Person beneficially owned 1,662,500 shares of Common Stock, representing 43.0% of the class.  As of the date hereof, William E. Burdick beneficially owned 1,745,250 shares of Common Stock, representing 44.4% of the class.  Such number consists of (1) options to purchase 32,750 shares, (2) 25,000 shares owned by Sherlock’s Home, an entity owned by Mr. Burdick, (3) Class A Warrants to purchase 25,000 shares owned by Sherlock’s Home, and (4) 1,662,500 shares owned by the Reporting Person.  As of the date hereof, Steven J. Wagenheim beneficially owned 1,957,420 shares of Common Stock, representing 48.4% of the class.  Such number consists of (1) options to purchase 52,500 shares, (2) 121,210 shares owned by New Brighton Ventures, Inc. (“NBV”), an entity 70% owned by Mr. Wagenheim, (3) Class A Warrants to purchase 121,210 shares owned by NBV, and (4) 1,662,500 shares owned by the Reporting Person.  As of the date hereof, Arthur E. Pew III beneficially owned 1,907,440 shares of Common Stock, representing 47.6% of the class.  Such number consists of (1) 40,000 shares purchasable pursuant to the exercise of options, (2) 100 shares owned by Mr. Pew’s spouse, (3) Class A Warrants to purchase 100 shares owned by Mr. Pew’s spouse, (4) 400 shares owned by trusts for the benefit of Mr. Pew’s grandchildren, over which Mr. Pew is sole trustee, (5) Class A Warrants to purchase 400 shares owned by trusts for the benefit of Mr. Pew’s grandchildren, over which Mr. Pew is sole trustee, (6) 106,970 shares owned directly by Mr. Pew, (7) Class A Warrants to purchase 96,970 shares owned directly by Mr. Pew, and (8) 1,662,500 shares owned by the Reporting Person.

(b)                                 The Reporting Person has sole power to vote and to dispose of all of its shares.  Mr. Burdick has sole power to vote and to dispose of 82,750 shares (32,750 directly and 50,000 through his interest in Sherlock’s Home) and shared power to vote and to dispose of 1,662,500 shares (through his interest in the Reporting Person).  Mr. Wagenheim has sole power to vote and to dispose of 52,500 shares and shared power to vote and to dispose of 1,904,920 shares (242,420 through his interest in NBV and 1,662,500 through his interest in the Reporting Person).  Mr. Pew has sole power to vote and to dispose of 244,940 shares (243,940 directly, 200 through his spouse and 800 through trusts for benefit of his grandchildren) and shared power to vote and to dispose of 1,662,500 shares (through his interest in the Reporting Person).

(c)                                  Not applicable.

(d)                                 The Reporting Person knows of no person who has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the shares reported herein, except that Mr. Pew has a security interest in the units purchased by NBV in the Company’s initial public offering.

(e)                                  Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On June 6, 2003, the shares reported herein as beneficially owned by the Reporting Person and Arthur E. Pew III that were previously subject to an escrow agreement with the Commissioner of Commerce for the State of Minnesota ceased to be subject to such agreement.

Item 7.

Material to Be Filed as Exhibits

Exhibit 1                                         Member Control Agreement of Brewing Ventures LLC, dated June 26, 1997.*

Exhibit 2                                         Amendment No. 1 to Member Control Agreement of Brewing Ventures LLC, dated August 15, 1997.*

Exhibit 3                                         Promissory Note in the principal amount of $300,000, issued by New Brighton Ventures, Inc., Maker, to Arthur E. Pew III, Payee, dated June 1, 2000.*

Exhibit 4                                         Voting Agreement by and between Brewing Ventures LLC and Brew Buddies, L.L.C., dated October 1, 2002.*

*                                         Previously filed.

Dated:

June 11, 2003

BREWING VENTURES LLC

/s/ Steven J. Wagenheim

Steven J. Wagenheim

Member

Dated:

June 11, 2003

/s/ William E. Burdick

William E. Burdick

Dated:

June 11, 2003

/s/ Steven J. Wagenheim

Steven J. Wagenheim

Dated:

June 11, 2003

/s/ Arthur E. Pew III

Arthur E. Pew III

Name

Occupation or Employment

William E. Burdick

Chairman of the Board, Brewmaster and
Director of the Company

Steven J. Wagenheim

President, Chief Executive Officer and
Director of the Company

Arthur E. Pew III

Director of the Company