##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended October 2, 2005
 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 0-21625
 
 FAMOUS DAVES of AMERICA, INC.
  Minnesota
(State or other jurisdiction of
incorporation or organization)
    
    41-1782300
(I.R.S. Employer
Identification No.)
 12701 Whitewater Drive
Suite 200
Minnetonka, Minnesota 55343
  (952) 294-1300
 þ o
 þ o
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC.
TABLE OF CONTENTS
 
  
 PagePART I
    
    FINANCIAL INFORMATIONItem 1
    
    Consolidated Financial StatementsConsolidated Balance Sheets
As of October 2, 2005 and January 2, 2005
    
    3Consolidated Statements of Operations
For the three and nine months ended October 2, 2005 and September 26,
2004
    
    4Consolidated Statements of Cash Flows
For the nine months ended October 2, 2005 and September 26, 2004
    
    5Notes to Consolidated Financial Statements
    
    6Item 2
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    13Item 3
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    26Item 4
    
    Controls and Procedures
    
    26PART II
    
    OTHER INFORMATIONItem 1
    
    Legal Proceedings
    
    27Item 6
    
    Exhibits
    
    27SIGNATURESCERTIFICATIONSCertification of Chief Executive Officer Pursuant to Section 302Certification of Chief Financial Officer Pursuant to Section 302Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
OCTOBER 2, 2005 AND JANUARY 2, 2005  (in thousands, except share and per-share data)
 October 2,
    
    
    January 2,2005
    
    
    2005(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    4,178
    
    
    $
    11,170Restricted cash
    
    
    1,118
    
    
    
    39Accounts receivable, net
    
    
    2,362
    
    
    
    2,289Inventories
    
    
    1,544
    
    
    
    1,523Prepaid expenses and other current assets
    
    
    3,150
    
    
    
    4,747Total current assets
    
    
    12,352
    
    
    
    19,768Property, equipment and leasehold improvements, net
    
    
    45,933
    
    
    
    44,664Other assets:Notes receivable, less current portion
    
    
    1,801
    
    
    
    2,156Deferred tax asset, less current portion
    
    
    4,458
    
    
    
    4,458Other assets
    
    
    894
    
    
    
    867$
    65,438
    
    
    $
    71,913LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Line of credit
    
    $
    
    
    
    $
    Current portion of long-term debt
    
    
    417
    
    
    
    424Current portion of capital leases
    
    
    40
    
    
    
    97Accounts payable
    
    
    3,229
    
    
    
    4,138Other current liabilities
    
    
    5,490
    
    
    
    4,352Total current liabilities
    
    
    9,176
    
    
    
    9,011Long-term liabilities:Long-term debt, less current portion
    
    
    11,654
    
    
    
    11,937Capital leases, less current portion
    
    
    
    
    
    
    16Financing leases
    
    
    4,500
    
    
    
    4,500Other liabilities
    
    
    3,797
    
    
    
    3,106Total liabilities
    
    
    29,127
    
    
    
    28,570Shareholders equity:Common stock, $.01 par value, 100,000,000
shares authorized, 10,578,000 and 11,340,000 shares issued and
outstanding, respectively
    
    
    106
    
    
    
    113Additional paid-in capital
    
    
    38,983
    
    
    
    49,674Accumulated deficit
    
    
    (2,778
    )
    
    
    (6,444
    )Total shareholders equity
    
    
    36,311
    
    
    
    43,343$
    65,438
    
    
    $
    71,913
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
OCTOBER 2, 2005 AND SEPTEMBER 26, 2004  (in thousands, except share and per share data)
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedOctober 2,
    
    
    September 26,
    
    
    October 2,
    
    
    September 26,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenue:Restaurant sales, net
    
    $
    22,941
    
    
    $
    23,450
    
    
    $
    68,152
    
    
    $
    67,056Franchise royalty revenue
    
    
    2,770
    
    
    
    1,925
    
    
    
    7,682
    
    
    
    5,264Franchise fee revenue
    
    
    360
    
    
    
    380
    
    
    
    1,135
    
    
    
    1,348Licensing and other revenue
    
    
    197
    
    
    
    212
    
    
    
    861
    
    
    
    350Total revenue
    
    
    26,268
    
    
    
    25,967
    
    
    
    77,830
    
    
    
    74,018Costs and expenses:Food and beverage costs
    
    
    7,029
    
    
    
    7,282
    
    
    
    20,888
    
    
    
    20,992Labor and benefits
    
    
    6,758
    
    
    
    6,789
    
    
    
    19,843
    
    
    
    19,604Operating expenses
    
    
    5,540
    
    
    
    5,503
    
    
    
    16,465
    
    
    
    16,337Depreciation and amortization
    
    
    1,055
    
    
    
    1,092
    
    
    
    3,269
    
    
    
    3,306General and administrative
    
    
    3,405
    
    
    
    2,719
    
    
    
    10,248
    
    
    
    7,801Total costs and expenses
    
    
    23,787
    
    
    
    23,385
    
    
    
    70,713
    
    
    
    68,040Income from operations
    
    
    2,481
    
    
    
    2,582
    
    
    
    7,117
    
    
    
    5,978Other expense:Interest expense
    
    
    (462
    )
    
    
    (512
    )
    
    
    (1,318
    )
    
    
    (1,461
    )Interest income
    
    
    54
    
    
    
    73
    
    
    
    205
    
    
    
    226Other expense, net
    
    
    (85
    )
    
    
    (53
    )
    
    
    (88
    )
    
    
    (160
    )Total other expense
    
    
    (493
    )
    
    
    (492
    )
    
    
    (1,201
    )
    
    
    (1,395
    )Income before income taxes
    
    
    1,988
    
    
    
    2,090
    
    
    
    5,916
    
    
    
    4,583Income tax provision
    
    
    (760
    )
    
    
    (820
    )
    
    
    (2,250
    )
    
    
    (1,790
    )Net income
    
    $
    1,228
    
    
    $
    1,270
    
    
    $
    3,666
    
    
    $
    2,793Basic net income per common share
    
    $
    0.12
    
    
    $
    0.11
    
    
    $
    0.34
    
    
    $
    0.23Diluted net income per common share
    
    $
    0.11
    
    
    $
    0.11
    
    
    $
    0.33
    
    
    $
    0.23Weighted average common shares
outstanding  basic
    
    
    10,554,000
    
    
    
    11,633,000
    
    
    
    10,905,000
    
    
    
    12,049,000Weighted average common shares
outstanding  diluted
    
    
    10,879,000
    
    
    
    11,956,000
    
    
    
    11,254,000
    
    
    
    12,384,000
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
OCTOBER 2, 2005 AND SEPTEMBER 26, 2004  (in thousands)
(Unaudited)
 Nine Months EndedOctober 2,
    
    
    September 26,2005
    
    
    2004Cash flows from operating activities:Net income
    
    $
    3,666
    
    
    $
    2,793Adjustments to reconcile net income to cash flows provided by operations:Depreciation and amortization
    
    
    3,269
    
    
    
    3,306Amortization of deferred financing costs
    
    
    47
    
    
    
    39Loss on disposal of property
    
    
    29
    
    
    
    68Deferred tax asset
    
    
    2,030
    
    
    
    1,773Deferred rent
    
    
    691
    
    
    
    352Deferred compensation
    
    
    453
    
    
    
    81Changes in operating assets and liabilities:Restricted cash
    
    
    (1,079
    )
    
    
    (107
    )Accounts receivable, net
    
    
    (581
    )
    
    
    (237
    )Inventories
    
    
    (21
    )
    
    
    20Prepaid expenses and other current assets
    
    
    273
    
    
    
    (164
    )Deposits
    
    
    12
    
    
    
    38Accounts payable
    
    
    (909
    )
    
    
    536Other current liabilities
    
    
    436
    
    
    
    (765
    )Cash flows provided by operations
    
    
    8,316
    
    
    
    7,733Cash flows from investing activities:Purchases of property, equipment and leasehold improvements
    
    
    (5,092
    )
    
    
    (1,405
    )Proceeds from sale of land and building
    
    
    525
    
    
    
    Payments received on notes receivable
    
    
    405
    
    
    
    180Cash flows used for investing activities
    
    
    (4,162
    )
    
    
    (1,225
    )Cash flows from financing activities:Payments for debt issuance costs
    
    
    (85
    )
    
    
    Payments on long-term debt
    
    
    (290
    )
    
    
    (265
    )Payments on capital lease obligations
    
    
    (73
    )
    
    
    (349
    )Proceeds from exercise of stock options
    
    
    831
    
    
    
    582Repurchase of common stock
    
    
    (11,529
    )
    
    
    (7,463
    )Cash flows used for financing activities
    
    
    (11,146
    )
    
    
    (7,495
    )Decrease in cash and cash equivalents
    
    
    (6,992
    )
    
    
    (987
    )Cash and cash equivalents, beginning of period
    
    
    11,170
    
    
    
    9,964Cash and cash equivalents, end of period
    
    $
    4,178
    
    
    $
    8,977Supplemental cash flow information:Interest paid during the period
    
    $
    1,286
    
    
    $
    1,348Income taxes paid during the period
    
    $
    406
    
    
    $
    4Non-cash items:Reclassification of accounts receivable to other current assets
    
    $
    508
    
    
    $
    
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FAMOUS
DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited )
 (1)       Basis of Presentation
     (2)       Net Income Per Common Share
   (in thousands, except per-share data)Three Months Ended
    
    
    Nine Months EndedOctober 2,
    
    
    September 26,
    
    
    October 2,
    
    
    September 26,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income per common share  basic:Net income
    
    $
    1,228
    
    
    $
    1,270
    
    
    $
    3,666
    
    
    $
    2,793Weighted average shares outstanding
    
    
    10,554
    
    
    
    11,633
    
    
    
    10,905
    
    
    
    12,049Net income per common share  basic
    
    $
    0.12
    
    
    $
    0.11
    
    
    $
    0.34
    
    
    $
    0.23Net income per common share  diluted:Net income
    
    $
    1,228
    
    
    $
    1,270
    
    
    $
    3,666
    
    
    $
    2,793Weighted average shares outstanding
    
    
    10,554
    
    
    
    11,633
    
    
    
    10,905
    
    
    
    12,049Dilutive impact of common stockEquivalents outstanding
    
    
    325
    
    
    
    323
    
    
    
    349
    
    
    
    335Adjusted weighted average shares
outstanding
    
    
    10,879
    
    
    
    11,956
    
    
    
    11,254
    
    
    
    12,384Net income per common share  diluted
    
    $
    0.11
    
    
    $
    0.11
    
    
    $
    0.33
    
    
    $
    0.23
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited )
 (2)       Net Income Per Common Share (continued)
  (3)       Restricted Cash
  (4) Public Relations and Marketing Development Fund
  (5) Credit Facility and Debt Covenants
    - 7 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited )
 (6)      Stock-Based Compensation
 Accounting for
Stock-Based Compensation
 (in thousands, except per share data)
    
    Three Months Ended
    
    
    Nine Months EndedOctober 2,
    
    
    September 26,
    
    
    October 2,
    
    
    September 26,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income as reported
    
    $
    1,228
    
    
    $
    1,270
    
    
    $
    3,666
    
    
    $
    2,793Less: Compensation expense determined
under the fair value method, net of tax
    
    
    (101
    )
    
    
    (199
    )
    
    
    (323
    )
    
    
    (585
    )Pro forma net income
    
    $
    1,127
    
    
    $
    1,071
    
    
    $
    3,343
    
    
    $
    2,208Net income per common share:Basic EPS as reported
    
    $
    0.12
    
    
    $
    0.11
    
    
    $
    0.34
    
    
    $
    0.23Basic EPS pro forma
    
    $
    0.11
    
    
    $
    0.09
    
    
    $
    0.31
    
    
    $
    0.18Diluted EPS as reported
    
    $
    0.11
    
    
    $
    0.11
    
    
    $
    0.33
    
    
    $
    0.23Diluted EPS pro forma
    
    $
    0.10
    
    
    $
    0.09
    
    
    $
    0.30
    
    
    $
    0.18
  2005
    
    2004Risk free interest rate
    
    
    4.0
    %
    
    
    4.4
    %Expected life of options
    
    6.4 years
    
    10 yearsExpected volatility
    
    
    67.2
    %
    
    
    56.7
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
 2005 Stock Incentive Plan
  - 8 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited )
 (6)      Stock-Based Compensation (continued)
 Deferred Stock Unit Plan
    Performance Shares
    - 9 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited )
 (6)      Stock-Based Compensation (continued)
  (7) Common Share Repurchases
   (8) Other Current Assets
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited )
 (8) Other Current Assets (continued)
  (9)      Properties
  (10)      Recently Issued Accounting Pronouncements
 Accounting for Rental Costs Incurred During a Construction Period.
 Accounting Changes and Error Corrections Accounting Changes Reporting Accounting
Changes in Interim Financial Statements
 Share-Based Payment, an
Amendment of FASB Statements No. 123 and 95 Accounting for Stock Issued to Employees
  - 11 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited )
 (10)      Recently Issued Accounting Pronouncements (continued)
  - 12 -




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Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 OVERVIEW
  Fiscal Year
 st
 Revenue
  Costs and Expenses
  General and Administrative Expenses
  - 13 -




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Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
  (1)
 Three Months Ended
    
    
    Nine Months EndedOctober 2,
    
    
    September 26,
    
    
    October 2,
    
    
    September 26,2005
    
    
    2004
    
    
    2005
    
    
    2004Restaurant sales, net
    
    
    87.3
    
    
    
    90.3
    
    
    
    87.6
    
    
    
    90.6Franchise-related revenue and other revenue
    
    
    12.7
    
    
    
    9.7
    
    
    
    12.4
    
    
    
    9.4Total revenue
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Restaurant costs and expenses:Food and beverage costs (2)
    
    
    30.6
    
    
    
    31.1
    
    
    
    30.6
    
    
    
    31.3Labor and benefits (2)
    
    
    29.4
    
    
    
    28.9
    
    
    
    29.1
    
    
    
    29.2Operating expenses (2)
    
    
    24.2
    
    
    
    23.5
    
    
    
    24.2
    
    
    
    24.4Depreciation and amortization (restaurant
level) (2)
    
    
    4.2
    
    
    
    4.3
    
    
    
    4.4
    
    
    
    4.6Total costs and expenses (2)
    
    
    88.4
    
    
    
    87.8
    
    
    
    88.3
    
    
    
    89.5Income from restaurant operations (2)
    
    
    11.6
    
    
    
    12.2
    
    
    
    11.7
    
    
    
    10.5General and administrative (3)
    
    
    13.0
    
    
    
    10.5
    
    
    
    13.2
    
    
    
    10.5Depreciation and amortization (corporate)
(3)
    
    
    0.4
    
    
    
    0.3
    
    
    
    0.4
    
    
    
    0.3Income from operations (3)
    
    
    9.4
    %
    
    
    9.9
    %
    
    
    9.1
    %
    
    
    8.1
    %
 (1)
    
    Data regarding our restaurant operations as presented in the table
above, includes sales, costs and expenses associated with our Rib Team, which
netted to a loss of $13,000 for the third quarter of 2005 and income of $22,000
for the third quarter of 2004. Net operations for the Rib Team for the first nine
months of 2005 were a loss of $28,000, and for the first nine months of 2004 were
a loss of $130,000. Our Rib Team travels the country introducing people to our
brand of barbeque and builds brand awareness.(2)
    
    As a percentage of restaurant sales, net.(3)
    
    As a percentage of total revenue.
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Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
  Total Revenue
  Restaurant Sales
 rd rd
 Franchise-Related Revenue
  - 15 -




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Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
 Licensing and Other Revenue
  Same Store Net Sales
 rd
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Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
 Average Weekly Net Sales
  Three Months Ended
    
    Nine Months EndedOctober 2,
    
    September 26,
    
    October 2,
    
    September 26,2005
    
    2004
    
    2005
    
    2004Company-Owned
    
    $
    46,385
    
    
    $
    47,169
    
    
    $
    45,894
    
    
    $
    45,086Full-Service
    
    $
    47,058
    
    
    $
    47,805
    
    
    $
    46,925
    
    
    $
    46,126Counter Service
    
    $
    43,338
    
    
    $
    44,349
    
    
    $
    41,293
    
    
    $
    40,481Franchise-Operated
    
    $
    55,802
    
    
    $
    53,955
    
    
    $
    56,187
    
    
    $
    52,400
 rd
 Food and Beverage Costs
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##### Table of Contents



Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
 Labor and Benefits
  Operating Expenses
  Depreciation and Amortization
  Pre-opening Expenses
  - 18 -




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Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
 General and Administrative Expenses
  Interest Expense
  Interest Income
  Other Expense, net
  - 19 -




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##### Table of Contents



Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
 Income Tax Provision
  Basic and Diluted Net Income Per Common Share
   Recently Issued Accounting Pronouncements
 Accounting for Rental Costs Incurred During a Construction Period.
 Accounting Changes and Error Corrections Accounting Changes Reporting Accounting
Changes in Interim Financial Statements
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##### Table of Contents



Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
 Share-Based Payment, an
Amendment of FASB Statements No. 123 and 95 Accounting for Stock Issued to Employees
  Financial Condition, Liquidity and Capital Resources
    - 21 -




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##### Table of Contents



Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
       - 22 -




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##### Table of Contents



Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
   (in thousands)
 Operating
    
    
    CapitalFiscal Year
    
    Leases
    
    
    Leases2005
    
    $
    836
    
    
    $
    242006
    
    
    3,650
    
    
    
    172007
    
    
    3,704
    
    
    
    2008
    
    
    3,643
    
    
    
    2009
    
    
    3,647
    
    
    
    Thereafter
    
    
    51,482
    
    
    
    Total future minimum lease commitments
    
    
    66,962
    
    
    
    41Less: sublease income
    
    
    (9,136
    )
    
    
    Less: interest at 12.95%
    
    
    
    
    
    
    (1
    )Total operating and capital lease obligations
    
    $
    57,826
    
    
    $
    40
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##### Table of Contents



Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
  (in thousands)
 Contractual
    
    Total
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    ThereafterObligationsLong Term Debt
    
    $
    12,071
    
    
    $
    134
    
    
    $
    426
    
    
    $
    465
    
    
    $
    505
    
    
    $
    548
    
    
    $
    9,993Financing Leases
    
    
    4,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,500Capital Leases
    
    
    40
    
    
    
    24
    
    
    
    16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating Leases
    
    
    66,962
    
    
    
    836
    
    
    
    3,650
    
    
    
    3,704
    
    
    
    3,643
    
    
    
    3,647
    
    
    
    51,482Less: Sublease
rental income
    
    
    (9,136
    )
    
    
    (126
    )
    
    
    (502
    )
    
    
    (502
    )
    
    
    (440
    )
    
    
    (441
    )
    
    
    (7,125
    )Total
    
    $
    74,437
    
    
    $
    868
    
    
    $
    3,590
    
    
    $
    3,667
    
    
    $
    3,708
    
    
    $
    3,754
    
    
    $
    58,850
  Critical Accounting Policies
  Forward-Looking Information
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##### Table of Contents



Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
   Additional Information on Famous Daves
 http://www.sec.gov
  www.famousdaves.com www.famousdaves.com
 - 25 -




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##### Table of Contents



Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 Item 4. CONTROLS AND PROCEDURES
   - 26 -




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
   
 Item 6. EXHIBITS
  31.1
    
    Certification of Chief Executive Officer pursuant to Securities Exchange Act
Rule 13a-15(e)/15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Securities Exchange Act
Rule 13a-15(e)/15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
 - 27 -




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##### Table of Contents



SIGNATURES
  FAMOUS DAVES OF AMERICA, INC.
(Registrant)
 Dated: November 10, 2005
    By:
    /s/ David GoronkinDavid GoronkinPresident, Chief Executive Officer and Director
(Principal Executive Officer)Dated:  November 10, 2005
    
    /s/ Diana Garvis PurcelDiana Garvis PurcelVice President, Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)