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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the Quarterly Period Ended March 31, 2005



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the Transition Period From
 to



Commission File Number 0-28820



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Jones Soda Co.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                                     
|-------------------------------------------------------------- |  | ----------------------------------------------------
|Washington                                                     |  | 91-1696175                                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)             
|                                                               | 
|234 9th Avenue North Seattle, Washington 98109                 |  | (206) 624-3357                                      
|(Address of principal executive office)                        |  | (Registrants telephone number, including area code)



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Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file for such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  x    No ̈



As of March 31, 2005, the issuer had 21,387,596 shares of common stock outstanding.



Transitional Small Business Disclosure Format:
    Yes ̈No  x



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JONES SODA CO.

FORM 10-QSB



|                                                       |  |                                                                                                                                                                            |  |     
|------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Index                                                  |  |                                                                                                                                                                            |  | Page
|EXPLANATORY NOTE                                       |  | 3                                                                                                                                                                         
|                                                       | 
|CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS |  | 3                                                                                                                                                                         
|                                                       | 
|CURRENCY TRANSLATION                                   |  | 3                                                                                                                                                                         
|                                                       | 
|PART I. FINANCIAL INFORMATION                          |  |                                                                                                                                                                           
|                                                       |  |                                                                                                                                                                           
|Item 1                                                 |  | Financial Statements                                                                                                                                                       |  |     
|                                                       |  | a) Consolidated Balance Sheets as of March 31, 2005 (Unaudited) and December 31, 2004                                                                                      |  | 4   
|                                                       |  | b) Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004 (Unaudited)                                                                    |  | 5   
|                                                       |  | c) Consolidated Statements of Shareholders Equity and Comprehensive Income for the three months ended March 31,2005 (Unaudited) and year ended December 31, 2004 and 2003 |  | 6   
|                                                       |  | d) Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004 (Unaudited)                                                                    |  | 7   
|                                                       |  | e) Notes to Interim Consolidated Financial Statements                                                                                                                      |  | 8   
|                                                       |  |                                                                                                                                                                           
|Item 2                                                 |  | Managements Discussion and Analysis or Plan of Operation                                                                                                                  |  | 15  
|                                                       |  |                                                                                                                                                                           
|Item 3                                                 |  | Controls and Procedures                                                                                                                                                    |  | 21  
|                                                       | 
|PART II. OTHER INFORMATION                             |  |                                                                                                                                                                           
|                                                       |  |                                                                                                                                                                           
|Item 5                                                 |  | Other Information                                                                                                                                                          |  | 21  
|                                                       |  |                                                                                                                                                                           
|Item 6                                                 |  | Exhibits                                                                                                                                                                   |  | 21  



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EXPLANATORY NOTE



Unless otherwise indicated or the
context otherwise requires, all references in this Report on Form 10-QSB to we, us, our, and the Company are to Jones Soda Co., a Washington corporation, and its wholly owed subsidiaries Jones Soda Co.
(USA) Inc., Jones Soda (Canada) Inc., myJones.com Inc. and Whoopass USA Inc.



CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS



We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This Report on Form 10-QSB contains a number of forward-looking statements that reflect managements current
views and expectations with respect to our business, strategies, products, future results and events and financial performance. All statements made in this Report other than statements of historical fact, including statements that address operating
performance, events or developments that management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from
operations, statements expressing general optimism about future operating results and non-historical information, are forward looking statements. In particular, the words believe, expect, intend,
anticipate, estimate, may, will, variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence
does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from
historical results as well as those expressed in, anticipated or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.



Readers should not place undue reliance on these forward-looking statements, which are based
on managements current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below) and apply only as of the date of this
Report. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited
to, those discussed below in Other Factors that May Affect Operating Results as well as those discussed elsewhere in this Report, and the risks discussed in our most recently filed Annual Report on Form 10-KSB and in the press releases
and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors that may affect our business. We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.



CURRENCY TRANSLATION



Unless otherwise stated, all
dollar figures stated in this Report are in United States dollars. Our financial statements are reported in United States dollars.



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PART I. FINANCIAL INFORMATION



|ITEM1. | FINANCIAL STATEMENTS
|------ | --------------------



JONES SODA CO. AND SUBSIDIARIES

Consolidated Balance Sheets

(Expressed in U.S. dollars)



March 31, 2005
with comparative figures for December 31, 2004



|                                                                                                                        |  |               |            |   |                  |   |            |  
|----------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ---------------- | - | ---------- | -
|                                                                                                                        |  | March 31,2005 |            |   | December 31,2004 |  
|                                                                                                                        |  | (Unaudited)   |            |   |                  |  
|Assets                                                                                                                  |  |               |            |   |                  |   |            |  
|Current assets:                                                                                                         |  |               |            |   |                  |   |            |  
|Cash and cash equivalents (note 4)                                                                                      |  | $             | 595,780    |   |                  | $ | 333,533    |  
|Accounts receivable                                                                                                     |  |               | 3,619,393  |   |                  |   | 2,834,882  |  
|Inventory (note 3)                                                                                                      |  |               | 3,448,128  |   |                  |   | 3,550,595  |  
|Prepaid expenses                                                                                                        |  |               | 319,655    |   |                  |   | 399,779    |  
|                                                                                                                        |  |               |            |   |                  |   |            |  
|                                                                                                                        |  |               | 7,982,956  |   |                  |   | 7,118,789  |  
|Capital assets                                                                                                          |  |               | 660,360    |   |                  |   | 682,439    |  
|Intangible assets                                                                                                       |  |               | 46,128     |   |                  |   | 49,444     |  
|                                                                                                                        |  |               |            |   |                  |   |            |  
|                                                                                                                        |  | $             | 8,689,444  |   |                  | $ | 7,850,672  |  
|                                                                                                                        |  |               |            |   |                  |   |            |  
|Liabilities and Shareholders Equity                                                                                    |  |               |            |   |                  |   |            |  
|Current liabilities:                                                                                                    |  |               |            |   |                  |   |            |  
|Bank indebtedness                                                                                                       |  | $             |           |   |                  | $ | 480,285    |  
|Accounts payable and accrued liabilities                                                                                |  |               | 3,661,181  |   |                  |   | 2,745,602  |  
|Current portion of capital lease obligations                                                                            |  |               | 63,549     |   |                  |   | 63,549     |  
|Current portion of deferred revenue                                                                                     |  |               | 50,000     |   |                  |   | 50,000     |  
|                                                                                                                        |  |               |            |   |                  |   |            |  
|                                                                                                                        |  |               | 3,774,730  |   |                  |   | 3,339,436  |  
|Capital lease obligations, less current portion                                                                         |  |               | 96,813     |   |                  |   | 113,509    |  
|Deferred revenue                                                                                                        |  |               | 37,500     |   |                  |   | 50,000     |  
|Shareholders equity                                                                                                    |  |               |            |   |                  |   |            |  
|Common stock:                                                                                                           |  |               |            |   |                  |   |            |  
|Authorized: 100,000,000 common stock, no par value Issued and outstanding: 21,387,596 common shares (2004  20,956,346) |  |               | 12,191,858 |   |                  |   | 11,780,996 |  
|Additional paid-in capital                                                                                              |  |               | 763,761    |   |                  |   | 758,877    |  
|Accumulated other comprehensive income                                                                                  |  |               | 107,752    |   |                  |   | 107,752    |  
|Deficit                                                                                                                 |  |               | (8,282,970 | ) |                  |   | (8,299,898 | )
|                                                                                                                        |  |               |            |   |                  |   |            |  
|                                                                                                                        |  |               | 4,780,401  |   |                  |   | 4,347,727  |  
|                                                                                                                        |  |               |            |   |                  |   |            |  
|                                                                                                                        |  | $             | 8,689,444  |   |                  | $ | 7,850,672  |  
|                                                                                                                        |  |               |            |   |                  |   |            |  



See
accompanying notes to interim consolidated financial statements



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JONES SODA CO. AND SUBSIDIARIES



Consolidated Statements of Operations

(Expressed in U.S. dollars)

(Unaudited)



Three months ended March 31, 2005
and 2004



|                                       |  |                                  |            |   |                                  |   |            |  
|-------------------------------------- |  | -------------------------------- | ---------- | - | -------------------------------- | - | ---------- | -
|                                       |  | Three monthsended March 31, 2005 |            |   | Three monthsended March 31, 2004 |  
|Revenue                                |  | $                                | 6,874,176  |   |                                  | $ | 5,802,247  |  
|Cost of goods sold                     |  |                                  | 4,643,185  |   |                                  |   | 3,888,661  |  
|                                       |  |                                  |            |   |                                  |   |            |  
|Gross profit                           |  |                                  | 2,230,991  |   |                                  |   | 1,913,586  |  
|Licensing Revenue                      |  |                                  | 103,548    |   |                                  |   |           |  
|Operating expenses:                    |  |                                  |            |   |                                  |   |            |  
|Promotion and selling                  |  |                                  | 1,581,272  |   |                                  |   | 1,108,411  |  
|General and administrative             |  |                                  | 738,899    |   |                                  |   | 517,970    |  
|Non-cash stock compensation            |  |                                  | 4,884      |   |                                  |   | 3,305      |  
|                                       |  |                                  |            |   |                                  |   |            |  
|                                       |  |                                  | 2,325,056  |   |                                  |   | 1,629,686  |  
|                                       |  |                                  |            |   |                                  |   |            |  
|Earnings from operations               |  |                                  | 9,483      |   |                                  |   | 283,900    |  
|Other income (expense):                |  |                                  |            |   |                                  |   |            |  
|Interest expense, net                  |  |                                  | (8,050     | ) |                                  |   | (2,997     | )
|Other income                           |  |                                  | 15,495     |   |                                  |   | 6,154      |  
|                                       |  |                                  |            |   |                                  |   |            |  
|                                       |  |                                  | 7,445      |   |                                  |   | 3,157      |  
|                                       |  |                                  |            |   |                                  |   |            |  
|Earnings for the period                |  | $                                | 16,928     |   |                                  | $ | 287,057    |  
|                                       |  |                                  |            |   |                                  |   |            |  
|Earnings per share, basic              |  | $                                | 0.00       |   |                                  | $ | 0.01       |  
|Earnings per share, diluted            |  |                                  | 0.00       |   |                                  |   | 0.01       |  
|                                       |  |                                  |            |   |                                  |   |            |  
|Weighted average common stock, basic   |  |                                  | 21,124,970 |   |                                  |   | 20,322,707 |  
|Weighted average common stock, diluted |  |                                  | 22,324,486 |   |                                  |   | 21,885,412 |  
|                                       |  |                                  |            |   |                                  |   |            |  



See
accompanying notes to interim consolidated financial statements.



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JONES SODA CO. AND SUBSIDIARIES



Consolidated Statements of Shareholders Equity and Comprehensive Income

(Expressed
in U.S. dollars)



Three months ended March
31, 2005 (Unaudited)

Years ended December 31, 2004 and 2003



|                           |  |              |  |                          |  |                                            |  |                             |  |            |                      |  |                          |           |  |          
|-------------------------- |  | ------------ |  | ------------------------ |  | ------------------------------------------ |  | --------------------------- |  | ---------- | -------------------- |  | ------------------------ | --------- |  | ---------
|                           |  | Common stock |  | Additionalpaid-incapital |  | Accumulatedothercomprehensiveincome (loss) |  | AccumulatedIncome (deficit) |  |            | Comprehensive Income |  | Totalshareholdersequity
|                           |  | Number       |  | Amount                   |  |                                            |  |                             | 
|Balance, December 31, 2003 |  | 20,089,096   |  | 11,178,475               |  | 739,140                                    |  | 107,752                     |  | (9,630,258 | )                    |  |                          |           |  | 2,395,109
|Options exercised          |  | 867,250      |  | 602,521                  |  |                                           |  |                            |  |           |                      |  |                          |           |  | 602,521  
|Stock-based compensation   |  |             |  |                         |  | 19,737                                     |  |                            |  |           |                      |  |                          |           |  | 19,737   
|Comprehensive Income:      |  |              |  |                          |  |                                            |  |                             |  |            |                      |  |                          |           |  |          
|Earnings for the period    |  |             |  |                         |  |                                           |  |                            |  | 1,330,360  |                      |  | $                        | 1,330,360 |  | 1,330,360
|                           |  |              |  |                          |  |                                            |  |                             |  |            |                      |  |                          |           |  |          
|Balance, December 31, 2004 |  | 20,956,346   |  | 11,780,996               |  | 758,877                                    |  | 107,752                     |  | (8,299,898 | )                    |  |                          |           |  | 4,347,727
|Options exercised          |  | 441,250      |  | 410,862                  |  |                                           |  |                            |  |           |                      |  |                          |           |  | 410,862  
|Stock-based compensation   |  |             |  |                         |  | 4,884                                      |  |                            |  |           |                      |  |                          |           |  | 4,884    
|Comprehensive Income:      |  |              |  |                          |  |                                            |  |                             |  |            |                      |  |                          |           |  |          
|Earnings for the period    |  |             |  |                         |  |                                           |  |                            |  | 16,928     |                      |  | $                        | 16,928    |  | 16,928   
|                           |  |              |  |                          |  |                                            |  |                             |  |            |                      |  |                          |           |  |          
|Balance, March 31, 2005    |  | 21,397,596   |  | 12,191,858               |  | 763,761                                    |  | 107,752                     |  | (8,282,970 | )                    |  |                          |           |  | 4,780,401
|                           |  |              |  |                          |  |                                            |  |                             |  |            |                      |  |                          |           |  |          



See
accompanying notes to interim consolidated financial statements.



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JONES SODA CO. AND SUBSIDIARIES



Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(Unaudited)



Three months ended March 31, 2005 (Unaudited)



|                                                                        |  |      |          |   |      |   |            |  
|----------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | ---------- | -
|                                                                        |  | 2005 |          |   | 2004 |  
|Cash flows from (used in) operating activities:                         |  |      |          |   |      |   |            |  
|Earnings for the period                                                 |  | $    | 16,928   |   |      | $ | 287,057    |  
|Items not involving cash:                                               |  |      |          |   |      |   |            |  
|Depreciation and amortization                                           |  |      | 49,399   |   |      |   | 41,850     |  
|Non-cash stock based compensation                                       |  |      | 4,884    |   |      |   | 3,304      |  
|Changes in assets and liabilities:                                      |  |      |          |   |      |   |            |  
|Accounts receivable                                                     |  |      | (784,511 | ) |      |   | (1,079,354 | )
|Inventory                                                               |  |      | 102,467  |   |      |   | 85,534     |  
|Prepaid expenses                                                        |  |      | 80,124   |   |      |   | 242        |  
|Accounts payable and accrued liabilities                                |  |      | 915,579  |   |      |   | 974,113    |  
|                                                                        |  |      |          |   |      |   |            |  
|Net cash from operating activities                                      |  |      | 384,870  |   |      |   | 312,746    |  
|Cash flows from (used in) investing activities:                         |  |      |          |   |      |   |            |  
|Purchase of capital assets                                              |  |      | (19,510  | ) |      |   | (62,530    | )
|Purchase of intangible assets                                           |  |      | (4,494   | ) |      |   | (585       | )
|Proceed on disposition of capital asset                                 |  |      |          |   |      |   | 1,200      |  
|                                                                        |  |      |          |   |      |   |            |  
|Net cash used in investing activities                                   |  |      | (24,004  | ) |      |   | (61,915    | )
|Cash flows from (used in) financing activities:                         |  |      |          |   |      |   |            |  
|Net repayment under line of credit                                      |  |      | (480,285 | ) |      |   |           |  
|Net repayment of capital lease obligations                              |  |      | (16,696  | ) |      |   | (9,975     | )
|Deferred Revenue                                                        |  |      | (12,500  | ) |      |   | (12,500    | )
|Proceeds from exercise of options                                       |  |      | 410,862  |   |      |   | 216,695    |  
|                                                                        |  |      |          |   |      |   |            |  
|Net cash from (used in) financing activities                            |  |      | (98,619  | ) |      |   | 194,220    |  
|                                                                        |  |      |          |   |      |   |            |  
|Net increase in cash and cash equivalents                               |  |      | 262,247  |   |      |   | 445,051    |  
|Cash and cash equivalents, beginning of period                          |  |      | 333,533  |   |      |   | 315,988    |  
|                                                                        |  |      |          |   |      |   |            |  
|Cash and cash equivalents, end of period                                |  | $    | 595,780  |   |      | $ | 761,039    |  
|                                                                        |  |      |          |   |      |   |            |  
|Supplemental disclosure of non-cash financing and investing activities: |  |      |          |   |      |   |            |  
|Increase in Capital lease obligation                                    |  |      |         |   |      |   | 3,304      |  
|Cash paid during the period:                                            |  |      |          |   |      |   |            |  
|Interest payments                                                       |  |      | 8,050    |   |      |   | 3,082      |  
|                                                                        |  |      |          |   |      |   |            |  



See
accompanying notes to interim consolidated financial statements.



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JONES SODA CO. AND SUBSIDIARIES



Notes to Interim Consolidated Financial Statements

(Expressed in U.S. dollars)



Three months ended March 31, 2005 and 2004 (Unaudited)



|1. | Nature of operations:
|-- | ---------------------



Jones Soda Co. (the Company or Jones Soda) develops, produces, markets, and distributes alternative or new
age beverages. The Companys main product lines include the brands: Jones Soda Co.®, Jones Naturals, a non-carbonated juice & tea drink, Jones Energy, a high energy drink, WhoopAss, a high energy drink. Urban Juice and Soda Company Limited, the Companys predecessor, was incorporated in 1986 under the Company Act (British Columbia). The Company has three operating
subsidiaries, Jones Soda Co. (USA) Inc., Jones Soda (Canada) Inc., and myJones.com Inc., as well as one non-operating subsidiary, Whoopass USA Inc.



|2. | Significant accounting policies:
|-- | --------------------------------



| | (a) | Basis of presentation:
| | --- | ----------------------



These interim consolidated financial statements have been prepared using generally accepted accounting principles in the United States of America.



The financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated on consolidation.



The accompanying unaudited interim consolidated financial statements are prepared in accordance with United States generally accepted accounting
principles but do not include all information and footnotes required by United States generally accepted accounting principles for annual financial statements. However, in the opinion of management, all adjustments (which consist only of normal
recurring adjustments) necessary for a fair presentation of the results of operations for the relevant periods have been made. Results for the interim period are not necessarily indicative of the results to be expected for the year or for any other
period. These financial statements should be read in conjunction with the summary of accounting policies and the notes to the consolidated financial statements for the year ended December 31, 2004 included in the Companys annual report on Form
10-KSB.



| | (b) | Use of estimates:
| | --- | -----------------



The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and accompanying notes. Areas of significant estimate include the assessment of collectibility of accounts receivable, net realizable value of inventory, and valuation
allowance against deferred income tax assets. Accordingly, actual results may differ from these estimates.



| | (c) | Foreign currency translation:
| | --- | -----------------------------



All foreign exchange gains or losses, including those arising from translating the net monetary assets of the Companys Canadian operations to the
Companys functional currency of US dollars, have been included in income. For the three-month period ended March 31, 2005, the Company incurred a foreign exchange gain of $15,495 (2004 gain  $6,154).



| | (d) | Cash and cash equivalents:
| | --- | --------------------------



The Company considers all short-term investments with a term to maturity at purchase of three months or less to be cash equivalents.



| | (e) | Inventory:
| | --- | ----------



Inventory has been stated at the lower of cost and estimated net realizable value and includes adjustments for estimated obsolescence. Cost includes laid-down cost and is determined principally using actual cost on a
first-in first-out basis. Inventory that is older than 12 months is considered to be obsolete and is expensed as part of cost of goods sold.



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JONES SODA CO. AND SUBSIDIARIES



Notes to Interim Consolidated Financial Statements

(Expressed in U.S. dollars)



Three months ended March 31, 2005 and 2004 (Unaudited)



| | (f) | Capital assets:
| | --- | ---------------



Capital assets are recorded at cost and are depreciated on the declining balance basis over the estimated useful lives of the assets as follows:



|                              |  |           
|----------------------------- |  | ----------
|Asset                         |  | Rate      
|Equipment                     |  | 20% to 50%
|Automobile and computers      |  | 30%       
|Equipment under capital lease |  | Lease term



| | (g) | Intangible assets:
| | --- | ------------------



The Companys intangible assets include costs associated with attaining trademarks and patents for the Companys products and are amortized on a
straight-line basis over 5 years.



| | (h) | Impairment of long-lived assets and long-lived assets to be disposed of:
| | --- | ------------------------------------------------------------------------



Long-lived assets, which include fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If
such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell.



| | (i) | Revenue recognition:
| | --- | --------------------



Sales are recorded when title passes, which is when goods are received by the customer, and represent amounts realized net of provisions for sales
returns, discounts and allowances which are recognized at the time of sale. The Companys sales arrangements are not subject to warranty. Cash received in advance of delivery is recorded as deferred revenue in the consolidated balance sheet.



Licensing revenue is recorded when confirmation of the sale
to third parties is received from the customer, and represents amounts realized net of provisions for sales returns.



The Company recognizes sale of concentrate relating to licensing agreement, in accordance with EITF 99-19 on Reporting Revenue Gross as a Principal
versus Net as an Agent. As a result, the sale of the concentrate and associated costs are recorded on a net basis. As concentrate is sold at cost, there is no impact on the Companys statement of operations.



For sales returns, the Company issues a credit note to the customer once it
has obtained the returned goods. Discounts are offered to customers via promotional events. Discounts are recorded at the time of sale by issuing a credit note for the discount relating to the shipment.



Consideration given by the Company to a customer (including a reseller of
the Companys products) is accounted for as a reduction of revenue when recognized in the Companys income statement. For the three-month period ended March 31, 2005, revenue was reduced by $87,329 (2004  $79,035).



| | (j) | Research and development:
| | --- | -------------------------



Research and development costs, which consist primarily of product development costs, are expensed in the period incurred and are included in general and
administrative expenses. During the periods ended March 31, 2005 and 2004, the Company incurred no research and development costs.



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JONES SODA CO. AND SUBSIDIARIES



Notes to Interim Consolidated Financial Statements

(Expressed in U.S. dollars)



Three months ended March 31, 2005 and 2004 (Unaudited)



| | (k) | Stock-based compensation:
| | --- | -------------------------



The Company accounts for its stock-based compensation arrangements with employees in accordance with the provisions of Accounting Principles Board
(APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. As such, compensation expense under fixed plans is recorded on the date of grant only if the market value of the underlying stock at
that date exceeds the exercise price.



SFAS No. 123,
Accounting for Stock Based Compensation, requires entities that continue to apply the provisions of APB Opinion No. 25 for transactions with employees to provide pro forma earnings and pro forma earnings per share disclosures for
employee stock option grants as if the fair-value-based method in SFAS No. 123 had been applied to these transactions.



The Company recognizes compensation expense for stock options, common stock and other equity instruments issued to non-employees for services received
based upon the fair value of the equity instruments issued at the date of performance completion.



Under APB 25, compensation expense is measured as the excess, if any, of the market price of the underlying stock over the exercise price on the
measurement date of the grant. Had stock compensation expense for grants to employees under the Companys stock option plan been determined based on the fair value methodology under SFAS 123, the Companys net earnings (loss) for the
periods ended March 31, 2005 and 2004 are presented as follows:



|                                                                                                           |  |                            |          |   |      |   |          |  
|---------------------------------------------------------------------------------------------------------- |  | -------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                                           |  | Three Months endedMarch 31 |         
|                                                                                                           |  | 2005                       |          |   | 2004 |  
|Earnings as reported                                                                                       |  | $                          | 16,928   |   |      | $ | 287,057  |  
|Add: Stock-based employee compensation expenses included in reported earnings                              |  |                            | 4,884    |   |      |   | 3,305    |  
|Deduct: Total stock-based employee compensation expenses determined under fair value method for all awards |  |                            | (363,843 | ) |      |   | (139,567 | )
|                                                                                                           |  |                            |          |   |      |   |          |  
|Pro forma earnings (loss)                                                                                  |  | $                          | (342,031 | ) |      | $ | 150,794  |  
|                                                                                                           |  |                            |          |   |      |   |          |  
|Earnings (loss) per share                                                                                  |  |                            |          |   |      |   |          |  
|Basic - as reported                                                                                        |  |                            | 0.00     |   |      |   | 0.01     |  
|Basic - pro forma                                                                                          |  |                            | (0.02    | ) |      |   | 0.01     |  
|Diluted - as reported                                                                                      |  |                            | 0.00     |   |      |   | 0.01     |  
|Diluted - pro forma                                                                                        |  |                            | (0.02    | ) |      |   | 0.01     |  



The fair value of
these options was estimated at the date of grant using the Black-Scholes option pricing model, which takes into account (1) the market price of the underlying stock at the grant date, (2) the exercise price, (3) an expected life ranging from one to
five years, (4) 0% dividend yield, (5) a risk-free interest rate of 3.26% (2004  1.63% to 1.95%), and (6) an estimated volatility of 82% (2004  86%)



The weighted average fair value of options granted in the first quarter 2005 and 2004 was $1.82 and $0.96, respectively.



| | (l) | Advertising:
| | --- | ------------



The Company expenses advertising costs as incurred. During the three-month period ended March 31, 2005, the Company incurred advertising costs of $948,329
(2004 - $748,440).



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JONES SODA CO. AND SUBSIDIARIES



Notes to Interim Consolidated Financial Statements

(Expressed in U.S. dollars)



Three months ended March 31, 2005 and 2004 (Unaudited)



| | (m) | Income taxes:
| | --- | -------------



The Company follows the asset and liability method of accounting for income taxes. Under this method, current taxes are recognized for the estimated
income taxes payable for the current period. Deferred income taxes are provided based on the estimated future tax effects of temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax
bases as well as the benefits of losses available to be carried forward to future years for tax purposes.



Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is recorded
for deferred tax assets when it is not more likely than not that such deferred tax assets will be realized.



| | (n) | Earnings per share:
| | --- | -------------------



Basic earnings per share is computed using the weighted average number of common shares outstanding during the periods, excluding reacquired stock and
common stock held in escrow that is subject to cancellation if certain criteria are not achieved. Diluted earnings per share is computed by adjusting the weighted average number of common shares by the effective net exercise or conversion of all
dilutive securities.



| | (o) | Comprehensive income (loss):
| | --- | ----------------------------



SFAS No. 130, Reporting Comprehensive Income, establishes standards for reporting and disclosure of comprehensive income and its components in
a full set of general-purpose financial statements. The Company discloses the comprehensive income (loss) in the Consolidated Statements of Shareholders Equity.



| | (p) | Volume rebates from vendors:
| | --- | ----------------------------



In the current year, the Company adopted EITF 02-16 on Accounting by a Customer for Certain Consideration Received from a Vendor. As a result,
consideration received by the Company from the vendor is accounted for as a reduction of cost of sales if sold or inventory if the associated product has yet to be sold. For the three months ended March 31, 2005, the reduction against cost of goods
sold is $43,129 (2004  nil).



| | (q) | Recent accounting pronouncements:
| | --- | ---------------------------------



In December 2004, the Financial Accounting Standards Board (FASB) issued revised Statement of Financial Accounting Standards No 123 entitled
ShareBased Payment (FAS No. 123R), amended in April 2005. This revised statement addresses accounting for stock-based compensation and results in the fair value of all stock-based compensation arrangements, including
options, being recognized as an expense in a companys financial statements as opposed to supplemental disclosure in the notes to financial statements. The revised Statement eliminates the ability to account for stock-based compensation
transactions using APB Opinion No. 25. FAS No. 123 is effective for public entities that file as small business issuers as of the beginning of the first annual reporting period that begins after June 15, 2005. The Company is currently assessing the
implications of FAS 123R to its consolidated financial statements.



In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 151 entitled Inventory Costsan amendment of ARB No. 43, Chapter 4 (FAS No.
151). This statement amends the guidance in ARB No. 43 to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and spoilage. FAS No. 151 requires that these items be recognized as current period
charges. The Company has adopted FAS No. 151 in the year ended December 31, 2004, which had no effect on our consolidated financial statements.



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JONES SODA CO. AND SUBSIDIARIES



Notes to Interim Consolidated Financial Statements

(Expressed in U.S. dollars)



Three months ended March 31, 2005 and 2004 (Unaudited)



In December 2003, the FASB issued a revised Interpretation of FIN No. 46. FIN No. 46R, Consolidation
of Variable Interest Entities clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, to require consolidation of business entities under certain circumstances particularly with respect to
certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from
other parties. To the extent that one party holds the majority of the residual risks or estimated returns of the variable interest entity, they are defined to be the primary beneficiary and are required to consolidate said entity, and is effective
in the Companys 2004 fiscal year. Application of FIN 46R in 2004 did not impact the Companys financial position or results of operations.



| | (r) | Comparative figures:
| | --- | --------------------



Certain comparative figures have been reclassified to conform to the presentation adopted in the current period.



|3. | Inventory:
|-- | ----------



|               |  |              |           |                 |   |          
|-------------- |  | ------------ | --------- | --------------- | - | ---------
|               |  | March 312005 |           | December 312004
|Finished goods |  | $            | 2,536,986 |                 | $ | 1,964,875
|Raw materials  |  |              | 911,142   |                 |   | 1,585,720
|               |  |              |           |                 |   |          
|               |  | $            | 3,448,128 |                 | $ | 3,550,595
|               |  |              |           |                 |   |          



|4. | Bank indebtedness:
|-- | ------------------



On June 25, 2004, the existing credit facility granted to the Company by Capco Financial Company, a division of Greater Bay Bank N.A, was renewed for a
further one-year revolving line of credit of up to $3,000,000. The amount available for borrowing from time to time under the revolving line of credit is dependent upon the levels of certain accounts receivable and inventory of the Company. This
revolving line of credit is secured by all of the Companys assets, including accounts receivable, inventory, trademarks and other intellectual property, and certain equipment. Borrowings under the credit facility bear interest at prime plus
1.5% per annum (7.25% at March 31, 2005). The credit facility does not impose any financial covenants. As of March 31, 2005, the Company had nil outstanding under the line of credit, out of a total of $2,168,410 available for borrowing based on
eligible accounts receivable and inventory at that time. In addition, as part of the agreement, all receivables collected are submitted to Capco as collateral on the line of credit, if no amounts are outstanding on the line of credit, the payments
received by Capco are subject to a 1 day hold to allow for the application of funds. As of March 31, 2005, $40,412 included in cash and cash equivalents is subject to this 1 day hold.



|5. | Segmented information and export sales:
|-- | ---------------------------------------



The Company operates in one industry segment, with operations in the United States, Canada, Guam, the United Kingdom and Bermuda. During the three-month
period ended March 31, 2005 sales in the United States were approximately $5,948,284 (2004 - $5,105,457), sales in Canada were approximately $782,846 (2004 - $680,392), and sales in Guam, the United Kingdom and Bermuda were approximately $27,850
(2004  $16,398).



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JONES SODA CO. AND SUBSIDIARIES



Notes to Interim Consolidated Financial Statements

(Expressed in U.S. dollars)



Three months ended March 31, 2005 and 2004 (Unaudited)



|6. | Earnings per share:
|-- | -------------------



The computation for basic and diluted earnings per share is a follows:



|                                                     |  |                             |            |      |   |           
|---------------------------------------------------- |  | --------------------------- | ---------- | ---- | - | ----------
|                                                     |  | Three months ended March 31
|                                                     |  | 2005                        |            | 2004
|Earnings for the period                              |  | $                           | 16,928     |      | $ | 287,057   
|Weighted average number of common stock outstanding: |  |                             |            |      |   |           
|Basic                                                |  |                             | 21,124,970 |      |   | 20,322,707
|Dilutive stock options                               |  |                             | 1,199,516  |      |   | 1,562,705 
|                                                     |  |                             |            |      |   |           
|Diluted                                              |  |                             | 22,324,486 |      |   | 21,885,412
|Earnings per share:                                  |  |                             |            |      |   |           
|Basic                                                |  | $                           | 0.00       |      | $ | 0.01      
|Diluted                                              |  | $                           | 0.00       |      | $ | 0.01      



|7. | Shareholders equity:
|-- | ---------------------



| | (a) | Stock options:
| | --- | --------------



In 1996, the Company adopted a stock option plan (the 1996 Plan) that provides for the issuance of incentive and non-qualified stock options to officers,
directors, employees and consultants. In addition, in 2002 the Company adopted another stock option plan for the issuance of incentive and non-qualified stock options to officers, directors, employees and consultants (the 2002 Plan). (The 1996 Plan
and 2002 Plan are collectively referred to as the Plans.)



The
Board of Directors determines the terms and conditions of the options granted under the Plans, including the exercise price and vesting schedule. The exercise price for qualified incentive stock options cannot be less than the fair market value of
the underlying stock at the date of grant, and the maximum term is five years from the date of grant. Options granted generally vest over a period of 18 months.



Where options issued after January 18, 2001 have an exercise price in currency that is not either the (a) functional
currency of the Company or (b) the currency in which the employee is paid, the options are to be accounted for as variable plan options and compensation expense will be recorded equal to changes in the market value of the underlying common shares at
each reporting period.



During the year ended December 31,
2001, the Company granted options in Canadian dollars when the functional currency of the Company and the currency in which employees were paid was the US dollar. Accordingly, these employee options are considered to be variable options. In
addition, compensation expense is recognized to the extent that options are granted having an exercise price less than the market price of the underlying share on the date of grant. During the year ended December 31, 2003 these options were amended
to change the exercise currency of these options to the functional currency of the Company. As a result of the amendment, these employee options are no longer considered as variable options and no further compensation expense will be recognized.



For the three-month period ended March 31, 2005, the Company
granted all options in US dollars. Included in general and administrative expenses for the three-month period ended March 31, 2005 is stock-based compensation of $4,884 (2004  $3,305).



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JONES SODA CO. AND SUBSIDIARIES



Notes to Interim Consolidated Financial Statements

(Expressed in U.S. dollars)



Three months ended March 31, 2005 and 2004 (Unaudited)





A summary of the
Companys stock option activity is as follows:



|                             |  |                     |    |  |                       |       |   |  |   |       |  
|---------------------------- |  | ------------------- | -- |  | --------------------- | ----- | - |  | - | ----- | -
|                             |  | Outstanding options |   
|                             |  | Number of shares    |    |  | Average exerciseprice |      
|                             |  |                     | US |  |                       | CDN   |  
|Balance at December 31, 2003 |  | 2,404,500           |    |  | $                     | 0.58  |   |  | $ | 0.76  |  
|Option granted               |  | 560,500             |    |  |                       | 2.39  |   |  |   | 2.88  |  
|Options exercised            |  | (867,250            | )  |  |                       | (0.69 | ) |  |   | (0.90 | )
|Options cancelled            |  | (65,500             | )  |  |                       | (0.44 | ) |  |   | (0.54 | )
|                             |  |                     |    |  |                       |       |   |  |   |       |  
|Balance at December 31, 2004 |  | 2,032,250           |    |  | $                     | 1.06  |   |  | $ | 1.27  |  
|Option granted               |  | 562,500             |    |  |                       | 4.00  |   |  |   | 4.86  |  
|Options exercised            |  | (441,250            | )  |  |                       | (0.93 | ) |  |   | (1.13 | )
|Options cancelled            |  | (122,500            | )  |  |                       | (2.85 | ) |  |   | (3.46 | )
|                             |  |                     |    |  |                       |       |   |  |   |       |  
|Balance at March 31, 2005    |  | 2,031,000           |    |  | $                     | 1.78  |   |  | $ | 2.17  |  
|                             |  |                     |    |  |                       |       |   |  |   |       |  



The following table
summarizes information about stock options outstanding and exercisable under the Plans at March 31, 2005:



|                  |  |                    |  |                                                  |  |                                |      |                    |    |                                 |     |           |  |   |      |  |   |     
|----------------- |  | ------------------ |  | ------------------------------------------------ |  | ------------------------------ | ---- | ------------------ | -- | ------------------------------- | --- | --------- |  | - | ---- |  | - | ----
|Range of exercise |  | Number outstanding |  | Weightedaverageremainingcontractual life (years) |  | Weighted averageexercise price |      | Number exercisable |    | Weighted averageexercise prices
|                  |  |                    |  | US                                               |  | CDN                            |      |                    | US |                                 | CDN
|$0.70 to $0.86    |  | 308,000            |  | 0.86                                             |  | $                              | 0.77 |                    | $  | 0.93                            |     | 308,000   |  | $ | 0.77 |  | $ | 0.93
|$0.25 to $0.50    |  | 742,500            |  | 2.50                                             |  |                                | 0.40 |                    |    | 0.49                            |     | 742,500   |  |   | 0.40 |  |   | 0.49
|$1.10 to $2.99    |  | 422,500            |  | 3.75                                             |  |                                | 2.10 |                    |    | 2.55                            |     | 316,875   |  |   | 2.08 |  |   | 2.52
|$3.00 to $4.00    |  | 558,500            |  | 4.52                                             |  |                                | 3.94 |                    |    | 4.79                            |     | 139,625   |  |   | 3.90 |  |   | 4.73
|                  |  |                    |  |                                                  |  |                                |      |                    |    |                                 |     |           |  |   |      |  |   |     
|                  |  | 2,031,000          |  |                                                  |  | $                              | 1.78 |                    | $  | 2.17                            |     | 1,507,000 |  | $ | 1.15 |  | $ | 1.40
|                  |  |                    |  |                                                  |  |                                |      |                    |    |                                 |     |           |  |   |      |  |   |     



|8. | Commitments and contingencies:
|-- | ------------------------------



In April, 2004, the Company entered into a memorandum of understanding with a major retailer. The agreement requires the Company to pay $30,000 on April
12, 2005, in exchange for a non-exclusive presence for Jones coolers and products for a one year period commencing April 12, 2005 to March 31, 2006, at all locations owned by the major retailer.



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|ITEM2. | MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
|------ | ---------------------------------------------------------



You should read the following
discussion and analysis in conjunction with our consolidated financial statements and related notes included elsewhere in this Report. Except for historical information, the following discussion contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. See Cautionary Notice Regarding Forward Looking Statements above.



Overview



We develop, produce, market and distribute alternative or New Age beverages. We currently produce, market and distribute four unique beverage brands:



| |  |  | Jones Soda Co.®, a premium soda;
| | - |  | ----------------------------------



| |  |  | Jones Naturals,a non-carbonated juice & tea;
| | - |  | ---------------------------------------------



| |  |  | Jones Energy,a citrus energy drink; and
| | - |  | ----------------------------------------



| |  |  | WhoopAss, a
citrus energy drink,
| | - |  | ---------------------------------



and, as announced in February 2005, we will
be launching Jones Organic Teasin the second quarter of 2005.



We
currently sell and distribute our products throughout the United States and Canada through our network of independent distributors (DSD) and our national retail accounts (DTR), as well as through licensing and distribution arrangements.



With respect to our distributors (DSD), during the past two years, we have focused our
sales and marketing resources on the expansion and penetration of our products through our independent distributor network in our core markets consisting of the U.S. Northwest, U.S. Southwest, U.S. Midwest and Western Canada. In 2004, we continued
to focus on our four core markets, although in certain limited instances we re-expanded into the U.S. Northeast, U.S. Southeast and Eastern Canada. In addition, in the fourth quarter of 2004, we added sales personnel in Eastern Canada and the U.S.
Northeast.



We launched our direct to retail (DTR) business
strategy in 2003 as a complementary channel of distribution to our DSD channel, targeting large national retail accounts. Through these programs, we negotiate directly with large national retailers, primarily premier food-service based businesses,
to carry our products, and which are serviced by the retailers appointed distribution system. During 2003, we entered into distribution arrangements with Barnes & Noble, Panera Bread Company and Cost Plus World Markets to carry certain of
our products in their stores nationwide in the United States. In March 2004 we entered into a distribution arrangement with Starbucks Coffee Company for two flavors of our Jones Soda product in all of its stores in the United States. This
distribution arrangement with Starbucks in the United States was in addition to our existing arrangement for their stores in Canada that has been in place since 1999. In addition, in October, 2004, in connection with our licensing arrangement with
Target Corporation for our new 12-ounce cans, we began selling Jones Soda (in 12-ounce bottles) and Jones Energy (in our new 8.4 ounce four-pack format) to Target for distribution through their stores in the United States.



Beginning in 2004, we launched our licensing business strategy as a method to extend our
brand into non-alternative beverage products and non-beverage products. In July 2004, we entered into a two-year licensing and distribution agreement with Target Corporation which provides Target with the exclusive rights in the United States to
market and sell new 12-ounce cans of Jones Soda. We launched our 12-ounce cans in a fridge pack format into Target Corporation in October 2004. In September 2004, we entered into an agreement with Lime-Lite Marketing Corporation to
manufacture and distribute Jones Soda lip balms. In March 2005, we also announced a licensing and distribution agreement with The Kroger Corporation, providing Kroger exclusive rights to manufacture and distribute Jones Soda Frozen Pops through all
Kroger and Kroger affiliated grocery stores in the United States.



Critical
Accounting Estimates and Policies



The discussion and analysis of our
financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates
including, among others, those affecting revenues, the allowance for doubtful accounts, the salability of inventory and the useful lives of tangible and intangible assets. The discussion below is intended as a brief discussion of some of the
judgments and uncertainties that can impact the application of these policies and the specific dollar amounts reported on our financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be
reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under
different assumptions or conditions, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such are



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forward-looking in nature, and are subject to many risks and uncertainties, including those discussed below and elsewhere in this Report. We do not undertake
any obligation to update or revise this discussion to reflect any future events or circumstances.



We have identified below some of our accounting policies that we consider critical to our business operations and the understanding of our results of operations. This is not a complete list of all of our accounting
policies, and there may be other accounting policies that are significant to us. For a detailed discussion on the application of these and our other accounting policies, see Note 2 to the Consolidated Financial Statements included in this Report.



Revenue Recognition



Our products are sold to distributors and various customers and retailers for cash or on
credit terms. Our credit terms, which are established in accordance with local and industry practices, typically require payment within 30 days of delivery. We recognize revenue upon receipt by our customers of our products, in accordance with
written sales terms, net of provisions for discounts and allowances. All sales to distributors and customers are final sales and we have a no return policy; however, in limited instances, due to credit issues or distributor changes, we
may take back product.



Licensing revenue are recorded when the sale
confirmation from the third party is received by the company, and represents amounts realized net of provisions for sales returns. We recognize sale of concentrate relating to the licensing agreement, and as a result, the sale of concentrate and
associated costs are recorded on a net basis resulting in no impact to our statement of operations.



We also pay lump sum slotting fees to certain of our retailers for shelf space in their stores. Effective January 1, 2002, these slotting fees have been recorded as a reduction of revenue (which resulted in a
reduction in revenue of approximately $87,329 for the three-month period ended March 31, 2005) compared to a reduction in revenue of approximately $79,035 for the three-month period ended March 31, 2004. We amortize the lump sum payment over a
1-year period, which is based on current data of product maintenance on retail shelves for that period of time.



Allowance for Doubtful Accounts; Bad Debt Reserve



Our management must estimate the collectibility of our accounts receivable. Management analyzes accounts receivable and analyzes historical bad debts, customer
concentrations, customer credit-worthiness, current economic trends and changes in our customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In general, we have historically and continue today to provide an
allowance for doubtful accounts equal to 100% of any unpaid balance outstanding greater than 60 days since invoice, unless considered collectible. We believe that in general bad debt reserves for other companies in the beverage industry represent
approximately 2% of total sales. Historically, our bad debt reserve has represented approximately 0.3% of total sales. Bad debt expense is classified within general and administrative expenses in our Consolidated Statements of Operations.



Additionally, if we receive notice of a disputed receivable balance, we accrue
such additional amount as management determines is reflective of the risk of non-collection. To date, other than as a result of specific customer bankruptcies in 2001, we have not incurred material write offs of accounts receivable. In considering
the amount of bad debt allowance we rely heavily on our history of no material write-offs and that our revenue is not dependent on one or a few customers, but is spread among a number of customers. However, other factors which could cause management
to change its estimates would be a downturn in the economy that management determines has the potential to affect collections if we see a greater concentration of our receivables from fewer customers. In such events, we may be required to record
additional charges to cover this exposure. Material differences may result in the amount and timing of our bad debt expenses for any period if management made different judgments or utilized different estimates.



Inventory



We hold raw materials and finished goods inventories, which are manufactured
and procured based on our sales forecasts. We value inventory at the lower of cost and estimated net realizable value, and include adjustments for estimated obsolescence, on a first in-first out basis. These valuations are subject to customer
acceptance and demand for the particular products, and our estimates of future realizable values based on these forecasted demands. We regularly review inventory detail to determine whether a write-down is necessary. We consider various factors in
making this determination, including recent sales history and predicted trends, industry market conditions and general economic conditions. Differences could result in the amount and timing of write-downs for any period if we make different
judgments or use different estimates. We also determine an allowance for obsolescence based on products that are over 12 months from production date.



Deferred Income Taxes



At December 31, 2004, we had net operating loss carryforwards for federal income tax purposes of approximately $5,658,000 in the U.S., which are available
to offset future federal taxable income, if any. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The



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ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences
become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As of March 31, 2005, we do not believe we meet the criteria to
recognize the deferred tax asset, and we have accordingly provided a full valuation allowance.



Results of Operations for the Three Months Ended March 31, 2005



Revenue



|                       |  |                              |       |      |   |        |  |      |  
|---------------------- |  | ---------------------------- | ----- | ---- | - | ------ |  | ---- | -
|                       |  | Three Months Ended March 31, |       |      |  
|(Dollars in Thousands) |  | 2005                         |       | 2004 |   | Change | 
|Revenue                |  | $                            | 6,874 |      | $ | 5,802  |  | 18.5 | %



For the three months
ended March 31, 2005, revenues were approximately $6,874,000, an increase of $1,072,000, or 18.5% over the $5,802,000 in revenues for the three months ended March 31, 2004. The increase in revenues in the first quarter of 2005 over the first quarter
of 2004 was primarily attributable to higher case sales of Jones Soda and Jones Energy, partially offset by small decreases in both Jones Naturals and Whoopass.



The overall increase in revenues for the comparable periods was due primarily to increased case sales of Jones Soda through our distributor
network in our core markets of the Northwest, Southwest and Western Canada, as well as in our non-core markets of the Northeast, Southeast and Eastern Canada. We also launched our Jones Energy 8.4 ounce 4pack product to our distributor network in
the period. In addition, we also had sales of Jones Soda and Jones Energy 8.4 ounce 4pack into Target in the three months ended March 31, 2005 compared to nil in the same period in 2004.



The increase in revenues was also due to our strategy of adding certain national accounts as part of our DTR business
strategy. In October 2004 we added the Target account (Jones Soda  12-ounce bottles and Jones Energy  8.4 ounce) in the U.S., which provided revenue to us for the three-month period ended March 31, 2005 and not in the comparable quarter
of 2004. During the three months ended March 31, 2005, we also had increased revenues over the comparable period of 2004 from certain of our existing national accounts such as Panera Bread Company (Jones Soda and Jones Naturals) which has continued
to grow in number of bakery-cafes year over year and Barnes & Noble (Jones Naturals). Our sales through Starbucks decreased between the comparable quarters solely due to the fact that we launched into the Starbucks national account in the first
quarter of 2004 and it included pipeline fill volume to launch the product within the Starbucks network of stores, for which there was no similar launch volume in 2005.



Revenues for the three months ended March 31, 2005 also reflect certain increased selling prices on Jones Soda implemented
in February 2005 to our distributor network.



Consolidated case
sales for the three months ended March 31, 2005 were 526,000, an increase of 16.1% from case sales of 453,000 for the three months ended March 31, 2004. The increase in case sales between comparable three-month periods reflects higher case sales of
Jones Soda (up 13.9% from the same period of 2004) and Jones Energy, combined 16 ounce and 8.4 ounce, (up 211.5% from the same period of 2004). This year to date increase in case sales of Jones Soda and Jones Energy more than offset decreased case
sales for Jones Naturals (down 7.0% from the same period of 2004), and Whoopass (down 1.1% from the same period in 2004). Consolidated case sales with a translation to 288-ounce equivalent cases for the three-months ended March 31, 2005 were
549,091, an increase of 13.1% from 288-ounce equivalent case sales for the three months ended March 31, 2004 of 485,705. Consolidated case sales do not include sales of 12-ounce cans of Jones Soda in Target stores for which we receive
licensing revenue as described below.



Gross Profit



|                       |  |                             |       |   |      |   |       |        |  |      |  
|---------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | ------ |  | ---- | -
|                       |  | Three Months EndedMarch 31, |       |   |      |  
|(Dollars in Thousands) |  | 2005                        |       |   | 2004 |   |       | Change | 
|Gross profit           |  | $                           | 2,231 |   |      | $ | 1,914 |        |  | 16.6 | %
|Percentage of revenue  |  |                             | 32.5  | % |      |   | 33.0  | %      |  |      |  



For the three-month
period ended March 31, 2005, gross profit increased by approximately $317,000 or 16.6% over the $1,914,000 in gross profit for the three-month period ended March 31, 2004. For the three-month period ended March 31, 2005, gross profit as a percentage
of revenue decreased to 32.5% from 33.0% for the three-month period ended March 31, 2004. The increase in gross profit was primarily attributable to increased revenues, partially offset by a slightly lower gross margin. The decrease in gross profit
as a percentage of revenue for the three-month period ended March 31 2005 was attributable primarily to a higher cost of product on Jones Soda and Jones Naturals due to higher freight and fuel costs and the strengthening of the Canadian dollar year
over year. In February 2005, we implemented a minimal price increase on our Jones Soda product to our DSD network to assist in



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offsetting these rising costs. We have experienced higher co-packing costs in Canada due to the strengthening of the Canadian dollar against the U.S. dollar
in 2004. In an effort to mitigate the impact of a rising Canadian dollar, we established a new bottling relationship in the U.S. and shifted a portion of our bottling requirements to this facility beginning in the third quarter of fiscal 2004. The
decrease in gross profit as a percentage of revenue was partially offset by certain cost decreases, primarily the Jones Soda and Jones Naturals products, due to annual rebates from 2004 that carried forward to our inventory and therefore sales in
the three months ended March 31, 2005.



Licensing Revenue



|                       |  |                             |     |      |   |        |  |    
|---------------------- |  | --------------------------- | --- | ---- | - | ------ |  | ---
|                       |  | Three Months EndedMarch 31, |     |     
|(Dollars in Thousands) |  | 2005                        |     | 2004 |   | Change
|Licensing revenue      |  | $                           | 104 |      | $ | 0      |  | n/a



During the fourth
quarter of 2004, we launched Jones Soda in a 12-ounce can fridge pack format in Target Corporation. Under this exclusive arrangement, Target Corporation arranges for the production of our product under license from us, and we receive royalty
payments from Target Corporation based on case sales throughout the chain. For the three months ended March 31, 2005, we received licensing revenue of approximately $104,000. We did not have comparable revenue in the three months ended March 31,
2004.



Total Operating Expenses



|                           |  |                             |       |   |      |   |       |        |  |      |  
|-------------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | ------ |  | ---- | -
|                           |  | Three Months EndedMarch 31, |       |   |      |  
|(Dollars in Thousands)     |  | 2005                        |       |   | 2004 |   |       | Change | 
|Promotion and selling      |  | $                           | 1,581 |   |      | $ | 1,108 |        |  | 42.7 | %
|General and administrative |  | $                           | 744   |   |      | $ | 521   |        |  | 42.8 | %
|                           |  |                             |       |   |      |   |       |        |  |      |  
|Total operating expenses   |  | $                           | 2,325 |   |      | $ | 1,629 |        |  | 42.6 | %
|Percentage of revenue      |  |                             | 33.8  | % |      |   | 28.1  | %      |  |      |  



Total operating
expenses for the three-month period ended March 31, 2005 were approximately $2,325,000, an increase of $696,000 or 42.6% over operating expenses of $1,629,000 for the three-month period ended March 31, 2004. For the three-month period ended March
31, 2005, total operating expenses as a percentage of revenue increased to 33.8% from 28.1% over the comparable period in 2004. The increase in total operating expenses in absolute dollars was primarily attributable to an increase in promotion and
selling expenses and to a lesser extent, an increase in general and administrative expenses for three month period.



Promotion and Selling Expenses



|                       |  |                             |       |   |      |   |       |        |  |      |  
|---------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | ------ |  | ---- | -
|                       |  | Three Months EndedMarch 31, |       |   |      |  
|(Dollars in Thousands) |  | 2005                        |       |   | 2004 |   |       | Change | 
|Promotion and selling  |  | $                           | 1,581 |   |      | $ | 1,108 |        |  | 42.7 | %
|Percentage of revenue  |  |                             | 23.0  | % |      |   | 19.1  | %      |  |      |  



Promotion and selling
expenses for the three months March 31, 2005 were $1,581,000, an increase of $473,000, or 42.7% over promotion and selling expenses of $1,108,000 for the three-month period ended March 31, 2004. Promotion and selling expenses as a percentage of
revenue increased to 23.0% for the three-month period ended March 31, 2005 from 19.1% over the comparable period in 2004. The increase in promotion and selling expenses for the three months ended March 31, 2005 was primarily attributable to an
increase in salaries and wages and related DSD sales team expenses associated with our expanding sales force, including a new Executive Vice President of Sales for the period, as well as new expenses associated with the launch of our products into
Target. At March 31, 2005 we had 30 employees in sales and marketing, compared to 22 such employees at March 31, 2004. In addition, there was an increase in distributor programs within the DSD network in conjunction with a higher level of sales for
the three months ended March 31, 2005 compared to the same period in 2004, including product development and launch costs associated with our new Jones Soda Frozen Pops with The Kroger Co. and our new Jones Organics Tea product line.



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General and Administrative Expenses



|                           |  |                             |      |   |        |   |     |   |  |      |  
|-------------------------- |  | --------------------------- | ---- | - | ------ | - | --- | - |  | ---- | -
|                           |  | Three Months EndedMarch 31, |      |   | Change |  
|(Dollars in Thousands)     |  | 2005                        |      |   | 2004   |   |    
|General and administrative |  | $                           | 744  |   |        | $ | 521 |   |  | 42.8 | %
|Percentage of revenue      |  |                             | 10.8 | % |        |   | 9.0 | % |  |      |  



General and
administrative expenses for the three-month period ended March 31, 2005 were $744,000, an increase of $223,000, or 42.8% compared to $521,000 for the three-month period ended March 31, 2004. General and administrative expenses as a percentage of
revenue increased to 10.8% for the three months ended March 31, 2005 from 9.0% for the comparable period in 2004. The increase in general and administrative expenses in absolute dollars is primarily due to an increase in salaries and wages,
insurance expenses, accounting fees, training expenses and telephone expenses, partially offset by a decrease in legal fees.



Other Income



For the three-month period ended March 31, 2005 we had other income of approximately $7,000 compared to other income of approximately $3,000 in fiscal
2003. Other income in three months ended March 31, 2005 and 2004 primarily includes a foreign exchange gain.



Net Income



Net income for the three months ended March 31, 2005 was approximately $17,000 compared to net income of $287,000 for the three months ended March 31,
2004. The decrease in net income for the comparable periods was due primarily to an increase in total expenses, partially offset by an increase in gross profit from increased sales and new licensing revenue in the first quarter of 2005.



Liquidity and Capital Resources



Our operations historically have primarily been funded through the issuance
of common stock and external borrowings.



As of March 31, 2005,
we had working capital of approximately $4,208,000 compared to working capital of $3,779,000 as of December 31, 2004. The increase in working capital was primarily attributable to increased accounts receivable and cash as a result of increases in
sales, partially offset by increasing accounts payable.



On
June 25, 2004, we renewed our credit facility with Capco Financial Company, a division of Greater Bay Bank N.A., consisting of a one-year revolving line of credit of up to $3,000,000. The amount available for borrowing from time to time under the
new revolving line of credit is dependent upon the levels of certain eligible accounts receivable and inventory. This revolving line of credit is secured by all of our assets, including accounts receivable, inventory, trademarks and other
intellectual property, and certain equipment. Borrowings under the credit facility bear interest at the prime rate plus 1.5% per annum (7.25% as of March 31, 2005). The credit facility does not impose any financial covenants. As of March 31, 2005,
we had nil outstanding under the line of credit, out of a total of approximately $2,168,000 available for borrowing based on eligible accounts receivable and inventory at that time. In addition, the line of credit requires that all payments received
on account receivable be submitted to our lender as collateral on the line of credit; if no amounts are outstanding on the line of credit the payment received by the lender are subject to a one-day hold before being released to us to allow for the
application of funds.



Cash and cash equivalents were
approximately $596,000 as of March 31, 2005 compared to approximately $334,000 as of December 31, 2004. Net cash provided from operating activities was approximately $385,000 for the three-month period ended March 31, 2005, primarily due to an
increase in the levels of our finished goods inventory (a result of increasing case sales in the latter part of the year and building of inventory in anticipation of continued increasing sales), as well as higher accounts receivable due to higher
sales, partially offset by positive cash flow from operations and accounts payable. We used $24,000 in investing activities for the three-month period ended March 31, 2005, primarily for the purchase of computer equipment. Cash flow used in
financing activities was $99,000 for the three-month period ended March 31, 2005 and consisted primarily of repayment of our line of credit and capital leases, partially offset from proceeds from the exercise of stock options.



The increase in our accounts receivable from December 31, 2004 to March 31,
2005 from $2,835,000 to $3,619,000 was due principally from increased sales in the quarter. Similarly, the increase in accounts payable from December 31, 2004 to March 31, 2005 from $2,746,000 to $3,661,000 was due principally to increasing sales
and production requirements in the first quarter of 2005 and in anticipation of increasing anticipated sales for the second quarter of 2005.



We do not have any current material commitments for capital expenditures.



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Seasonality



We have experienced significant fluctuations in quarterly results that have been the result of many factors. In particular, like many other companies in
the beverage industry, we generate a substantial percentage of our revenues during the warm weather months of April through September. Management believes that the demand for our products will continue to reflect such seasonal consumption patterns.
In addition, our operating results are dependent upon the performance of our independent distributors, as well as competition in the industry and general economic conditions.



Due to these and other factors, our results of operations have fluctuated from period to period. As a result, management
believes that period-to-period comparisons of results of operations are not necessarily meaningful and should not be relied upon as any indication of future performance. While we look to expand our distribution network and increase market
penetration, however, such seasonality may not be easily discernible from results of operations. Due to all of the foregoing factors, our operating results in a particular quarter may fail to meet market expectations.



Investor Relations



During the three months ended March 31, 2005, we completed all investor relations activities in-house. We sent out copies of
news or press releases, our corporate brochure, and communicated to shareholders with a monthly newsletter and a quarterly investor conference call.



Other Factors that May Affect Operating Results



Our operating results may fluctuate due to a number of factors, including, but not limited to:



| |  |  | the ability of our third party distributors to successfully promote and sell our products;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | our ability to (i) develop and expand distribution channels, (ii) develop favorable arrangements with third party distributors of our products and (iii) minimize or reduce issues
associated with engaging new distributors, including, but not limited to, transition costs and expenses and down time resulting from the initial deployment of our products in each new distributors network;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to develop and implement our direct-to-retail sales channels and national retail accounts, as well as our yourjones and myjones programs;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to increase distribution in our four core regions consisting of the Northwest, the Southwest, the Midwest and Western Canada, and our ability to expand and manage
distributor growth in areas outside of the core regions;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | unilateral decisions by distributors, grocery store chains, specialty chain stores, club stores, mass merchandisers and other customers to discontinue carrying all or any of our
products that they are carrying at any time;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | competitive products and pricing pressures and our ability to gain or maintain share of sales in the marketplace as a result of actions by competitors;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to generate sufficient cash flows to support general operating activities, promotion and sales activities, and capital expansion, and our ability to sustain
profitability;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the availability of financing, whether on terms acceptable to us or at all, including the terms and availability of our credit facility and the actions of our creditors;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to develop and maintain favorable arrangements with third party packers and suppliers of our products;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to effectively manage changes in key personnel or management;
| | - |  | -------------------------------------------------------------------------



| |  |  | our ability to develop and maintain brand awareness for our products;
| | - |  | ---------------------------------------------------------------------



| |  |  | our success in introducing new products to the market and the markets acceptance of the new products;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | costs of compliance with federal, state and provincial laws and regulations affecting our business;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | changes in consumer tastes, preferences and demographic patterns;
| | - |  | -----------------------------------------------------------------



| |  |  | changes in the cost and availability of raw materials and our ability to procure timely and adequate production of our products;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | fluctuations in foreign currency rates, interest rates and other capital market conditions;
| | - |  | -------------------------------------------------------------------------------------------



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| |  |  | our ability to penetrate new markets;
| | - |  | -------------------------------------



| |  |  | the effectiveness of our advertising, marketing and promotional programs; and
| | - |  | -----------------------------------------------------------------------------



| |  |  | adverse weather conditions, which could reduce demand for our products.
| | - |  | -----------------------------------------------------------------------



|ITEM3. | CONTROLS AND PROCEDURES
|------ | -----------------------



As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management,
including the Chief Executive Officer and Chief Financial Officer/Chief Operating Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation,
our Chief Executive Officer and Chief Financial Officer/Chief Operating Officer concluded that our disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms.



There have been no significant changes in our internal
controls or in other factors that could significantly affect internal controls subsequent to the date we carried out this evaluation.



PART II. OTHER INFORMATION



|ITEM5. | OTHER INFORMATION
|------ | -----------------



In May 2005, effective as of April 1, 2005, we entered into an agreement with Panera, LLC to amend certain terms of our Supply Agreement and to extend the term of the agreement through May 27, 2006.



|ITEM6. | EXHIBITS
|------ | --------



|        |  |                                                                                                                                                                                                           
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1A++ |  | Supply Agreement with Panera, LLC, dated May 28, 2003                                                                                                                                                     
|        | 
|10.1B   |  | First Amendment to Supply Agreement with Panera, LLC, dated May 27, 2004                                                                                                                                  
|        | 
|10.1C++ |  | Second Amendment to Supply Agreement with Panera, LLC, dated April 1, 2005                                                                                                                                
|        | 
|31.1    |  | Certification of Peter van Stolk, Chief Executive Officer                                                                                                                                                 
|        | 
|31.2    |  | Certification of Jennifer L. Cue, Chief Financial Officer and Chief Operating Officer                                                                                                                     
|        | 
|32.1    |  | Certification of Peter van Stolk, Chief Executive Officer of Jones Soda Co., pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                            
|        | 
|32.2    |  | Certification of Jennifer L. Cue, Chief Financial Officer and Chief Operating Officer of Jones Soda Co., pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.



|++ | Portions of the marked exhibits have been omitted pursuant to requests for confidential treatment filed with the SEC.
|-- | ---------------------------------------------------------------------------------------------------------------------



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SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.



May 16, 2005



JONES SODA CO.By:

/s/ Peter van StolkPeter van StolkPresident and Chief Executive Officer(principal executive officer)By:

/s/ Jennifer L. CueJennifer L. CueChief Financial Officer and Chief Operating Officer(principal financial and accounting officer)




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