Changes in Internal Control over Financial Reporting  Report of Independent Registered Public Accounting Firm ITEM 9B.  OTHER INFORMATION  PART III  ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND  CORPORATE GOVERNANCE  There were no changes in internal control over financial reporting (as  defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred  during the fiscal 2013 fourth quarter that have materially affected,  or are reasonably likely to materially affect, our internal control over  financial reporting.  The Board of Directors and Stockholders  Build-A-Bear Workshop, Inc.  We have audited Build-A-Bear Workshop, Inc. and subsidiaries  (collectively, the Company’s) internal control over financial  reporting as of December 28, 2013, based on criteria established in  Internal Control – Integrated Framework issued by the Committee  of Sponsoring Organizations of the Treadway Commission (1992  framework) (the COSO criteria). The Company's management is  responsible for maintaining effective internal control over financial  reporting and for its assessment of the effectiveness of internal  control over financial reporting included in the accompanying  Management’s Report on Internal Control over Financial Reporting.  Our responsibility is to express an opinion on the Company’s internal  control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the  Public Company Accounting Oversight Board (United States). Those  standards require that we plan and perform the audit to obtain  reasonable assurance about whether effective internal control over  financial reporting was maintained in all material respects. Our  audit included obtaining an understanding of internal control over  financial reporting, assessing the risk that a material weakness  exists, testing and evaluating the design and operating effectiveness  of internal control based on the assessed risk, and performing such  other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process  designed to provide reasonable assurance regarding the reliability  of financial reporting and the preparation of financial statements  for external purposes in accordance with generally accepted  accounting principles. A company’s internal control over financial  reporting includes those policies and procedures that (1) pertain to  the maintenance of records that, in reasonable detail, accurately  and fairly reflect the transactions and dispositions of the assets of  the company; (2) provide reasonable assurance that transactions are  recorded as necessary to permit preparation of financial statements  in accordance with generally accepted accounting principles and that  receipts and expenditures of the company are being made only in  accordance with authorizations of management and directors of the  company; and (3) provide reasonable assurance regarding prevention  or timely detection of unauthorized acquisition, use, or disposition  of the company’s assets that could have a material effect on the  financial statements. Information concerning directors, appearing under the caption  “Directors”, “The Board of Directors and its Committees”,  “Committee Charters, Corporate Governance Guidelines, Business  Conduct Policy and Code of Ethics” and “Section 16(a) Beneficial  Ownership Reporting Compliance” in our Proxy Statement (the  “Proxy Statement”) to be filed with the SEC in connection with our  Annual Meeting of Shareholders scheduled to be held on May 8, 2014  is incorporated by reference in response to this Item 10.   None.  Because of its inherent limitations, internal control over financial  reporting may not prevent or detect misstatements. Also, projections  of any evaluation of effectiveness to future periods are subject to  the risk that controls may become inadequate because of changes  in conditions, or that the degree of compliance with the policies or  procedures may deteriorate. In our opinion, Build-A-Bear Workshop, Inc. and subsidiaries,  maintained, in all material respects, effective internal control over  financial reporting as of December 28, 2013, based on the COSO  criteria. We also have audited, in accordance with the standards of the  Public Company Accounting Oversight Board (United States), the  consolidated balance sheets of Build-A-Bear Workshop, Inc. and  subsidiaries as of December 28, 2013 and December 29, 2012, and the  related consolidated statements of operations, comprehensive loss,  stockholders’ equity, and cash flows for the each of the three years in  the period ended December 28, 2013, and our report dated March 13, 2014, expressed an unqualified opinion thereon. /s/ Ernst & Young LLP St. Louis, Missouri March 13, 2014 30  BUILD-A-BEAR WORKSHOP, INC.  2013 FORM 10-K