##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended March 31, 2009
 OR
 o
    
    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 000-28820
 Jones Soda Co.
 (Exact name of registrant as specified in its charter)
 Washington
    
    91-1696175(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification Number)234 Ninth Avenue North 
Seattle, Washington
    
    98109(Address of principal executive offices)
    
    (Zip Code)
 
 (206) 624-3357
(Registrants Telephone Number, Including Area Code)
 
 (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
 þ o
 o o
  Large accelerated filer o
    

Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



JONES SODA CO.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009
TABLE OF CONTENTS
 PageExplanatory Note
    
    
    3Cautionary Notice Regarding Forward-Looking Statements
    
    
    3PART I. FINANCIAL INFORMATIONItem 1. Financial Statementsa) Condensed Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008
    
    
    5b) Condensed Consolidated Statements of Operations  three months ended March 31, 2009 and 2008
    
    
    6c) Condensed Consolidated Statements of Cash Flows  three months ended March 31, 2009 and 2008
    
    
    7d) Notes to Condensed Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    20PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 5. Other Information
    
    
    22Item 6. Exhibits
    
    
    23EX-10.1EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



EXPLANATORY NOTE
 ®
 Jones Soda Jones Pure Cane Soda Jones Soda Co
 
 CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
   
    
    Our ability to manage our resources and successfully execute our business plan;
    
    Our inability to generate sufficient cash flow from operations, or to obtain funds
through additional financing, to support our business plan, which may force us to delay,
curtail or eliminate some or all of our product development, marketing or distribution
programs or to pursue various other strategies to secure additional financing, which may
include, without limitation, public or private offerings of debt or equity securities, joint
ventures with one or more strategic partners and other strategic alternatives;
    
    Our ability to establish and maintain successful relationships with reliable
distributors, retailers and brokers;
    
    Our ability to establish long-term agreements with our distributors and our ability to
attract and maintain key distributors;
    
    Our ability to carefully manage our inventory levels and to predict the timing and amount
of our sales;
    
    Our ability to establish and maintain distribution arrangements directly with retailers
and national retail accounts, on which our business plan and future growth are dependent in
part;
    
    Our ability to successfully launch Jones GABAand develop points of distribution for this
product;
    
    The inability of our exclusive manufacturer and distributor (National Beverage Corp.) of
Jones Soda 8-ounce and 12-ounce cans and 1-liter PET bottles in the grocery and mass
merchant channel to perform adequately, which could impair our ability to meet demand in the
CSD industry;
    
    Our ability to realize the benefits expected from our sponsorship agreements, to which we
have dedicated, and expect to continue to dedicate, significant resources;
    
    Our reliance on third-party packers of our products, which could make management of our
marketing and distribution efforts inefficient or unprofitable;
 3




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
    
    Our ability to secure a continuous supply and availability of raw materials, as well as
other factors affecting our supply chain;
    
    Our ability to source our flavors on acceptable terms from our key flavor suppliers;
    
    Our ability to maintain brand image and product quality and the risk that we may suffer
other product issues such as product recalls;
    
    Our ability to attract and retain key personnel, which would directly affect our
efficiency and results of operations;
    
    Our inability to protect our trademarks, patent and trade secrets, which may prevent us
from successfully marketing our products and competing effectively;
    
    Litigation or legal proceedings (including pending securities class actions), which could
expose us to significant liabilities and damage our reputation;
    
    Our inability to build and sustain proper information technology infrastructure;
    
    Our inability to create and maintain brand name recognition and acceptance of our
products, which are critical to our success in our competitive, brand-conscious industry;
    
    Our ability to compete successfully against much larger, well-funded established
companies currently operating in the beverage industry;
    
    Our inability to continue developing new products to satisfy our consumers changing
preferences;
    
    Our ability to implement our business plan in the current global economic crisis, which
could adversely affect demand for our products and make it more difficult for us to secure
additional financing, if necessary;
    
    Our ability to comply with the many regulations to which our business is subject; and
    
    Our inability to sustain compliance with the continued listing requirements of The Nasdaq
Capital Market, including the $1 minimum bid price requirement, which could result in
delisting of our common stock and adversely affect its market price and liquidity.
  4




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##### Table of Contents



PART I FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 JONES SODA CO.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands, except share data)
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    7,304
    
    
    $
    11,736Short-term investments
    
    
    894
    
    
    
    890Accounts receivable, net of allowance of $394 and $330
    
    
    3,625
    
    
    
    2,428Inventory
    
    
    4,889
    
    
    
    5,654Prepaid expenses and other current assets
    
    
    1,490
    
    
    
    1,410Total
current assets
    
    
    18,202
    
    
    
    22,118Deferred income tax asset
    
    
    95
    
    
    
    98Other assets
    
    
    1,018
    
    
    
    Fixed assets, net of accumulated depreciation of $3,563 and $3,364
    
    
    1,884
    
    
    
    2,099Total assets
    
    $
    21,199
    
    
    $
    24,315LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,498
    
    
    $
    1,469Accrued liabilities
    
    
    2,137
    
    
    
    2,788Taxes payable
    
    
    14
    
    
    
    34Capital lease obligations, current portion
    
    
    156
    
    
    
    153Total current liabilities
    
    
    3,805
    
    
    
    4,444Capital lease obligations
    
    
    281
    
    
    
    321Long term liabilities   other
    
    
    67
    
    
    
    75Commitments and contingenciesShareholders equity:Common stock, no par value:Authorized - 100,000,000 issued and outstanding shares  26,454,592 and
26,460,409 at March 31, 2009 and December 31, 2008, respectively
    
    
    43,925
    
    
    
    43,924Additional paid-in capital
    
    
    5,339
    
    
    
    5,044Accumulated other comprehensive loss
    
    
    (203
    )
    
    
    (79
    )Accumulated deficit
    
    
    (32,015
    )
    
    
    (29,414
    )Total shareholders equity
    
    
    17,046
    
    
    
    19,475Total liabilities and shareholders equity
    
    $
    21,199
    
    
    $
    24,315
  5




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##### Table of Contents



JONES SODA CO.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 (In thousands, except share data)
 Three Months Ended March 31,2009
    
    
    2008Revenue
    
    $
    7,071
    
    
    $
    9,418Cost of goods sold
    
    
    5,626
    
    
    
    7,496Gross profit
    
    
    1,445
    
    
    
    1,922Licensing revenue
    
    
    28
    
    
    
    51Operating expenses:Promotion and selling
    
    
    2,320
    
    
    
    3,002General and administrative
    
    
    1,802
    
    
    
    2,8604,122
    
    
    
    5,862Loss from operations
    
    
    (2,649
    )
    
    
    (3,889
    )Other income, net
    
    
    21
    
    
    
    148Loss before income taxes
    
    
    (2,628
    )
    
    
    (3,741
    )Income tax benefit (expense):Current
    
    
    27
    
    
    
    (112
    )Deferred
    
    
    
    
    
    
    27
    
    
    
    (112
    )Net loss
    
    $
    (2,601
    )
    
    $
    (3,853
    )Net loss per share:Basic and diluted
    
    $
    (0.10
    )
    
    $
    (0.15
    )Weighted average common shares outstanding:Basic and diluted
    
    
    26,456,594
    
    
    
    26,266,011
  6




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JONES SODA CO.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 (In thousands)
 Three months ended March 31,2009
    
    
    2008OPERATING ACTIVITIES:Net loss
    
    $
    (2,601
    )
    
    $
    (3,853
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    210
    
    
    
    139Change in inventory reserve
    
    
    (252
    )
    
    
    (184
    )Stock-based compensation
    
    
    296
    
    
    
    415Long term liabilities  other
    
    
    
    
    
    
    278Change in allowance for doubtful accounts
    
    
    64
    
    
    
    21Loss on disposal of fixed assets
    
    
    21
    
    
    
    Changes in operating assets & liabilities:Accounts receivable
    
    
    (1,335
    )
    
    
    (2,042
    )Inventory
    
    
    1,002
    
    
    
    (1,060
    )Prepaid expenses and other current assets
    
    
    (87
    )
    
    
    (130
    )Other assets
    
    
    (1,018
    )
    
    
    Accounts payable
    
    
    4
    
    
    
    1,789Accrued liabilities
    
    
    (630
    )
    
    
    Taxes payable
    
    
    (20
    )
    
    
    (203
    )Net cash used in operating activities
    
    
    (4,346
    )
    
    
    (4,830
    )INVESTING ACTIVITIES:Purchase of investments
    
    
    (4
    )
    
    
    Purchase of fixed assets
    
    
    (20
    )
    
    
    (200
    )Sales of short-term investments  net
    
    
    
    
    
    
    466Sales of fixed assets
    
    
    5
    
    
    
    Net cash (used in) provided by investing activities
    
    
    (19
    )
    
    
    266FINANCING ACTIVITIES:Proceeds from exercise of options
    
    
    1
    
    
    
    45Repayment of capital lease obligations
    
    
    (37
    )
    
    
    (45
    )Net cash used in financing activities
    
    
    (36
    )
    
    
    Net decrease in cash and cash equivalents
    
    
    (4,401
    )
    
    
    (4,564
    )Effect of exchange rate changes on cash
    
    
    (31
    )
    
    
    Cash and cash equivalents, beginning of period
    
    
    11,736
    
    
    
    17,858Cash and cash equivalents, end of period
    
    $
    7,304
    
    
    $
    13,294Supplemental disclosure of non-cash financing and investing activities:Cash paid (received) during period for:Interest
    
    $
    (11
    )
    
    $
    (277
    )Income taxes
    
    $
    1
    
    
    $
    2
  7




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JONES SODA CO.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 1. Nature of Operations and Summary of Significant Accounting Policies
 ® Jones Pure Cane
Soda ; Jones 24C, Jones GABA Jones Organics Jones Naturals ® , WhoopAss Energy
Drink ®
 Basis of presentation and consolidation
   Use of estimates
  Seasonality
  Recently issued accounting pronouncements
 Business Combinations
 Fair Value Measurements Effective Date of FASB Statement No. 157
 8




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Liquidity
    Jones GABA Jones GABA Jones
GABA Jones GABA Jones GABA
 Jones Pure Cane Soda Jones GABA
   9




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##### Table of Contents



Reclassifications
  2. Inventory
  March 31,
    
    
    December 31,2009
    
    
    2008Finished goods
    
    $
    2,994
    
    
    $
    3,709Raw materials
    
    
    1,895
    
    
    
    1,945$
    4,889
    
    
    $
    5,654
 3. Other Assets
  4. Stock-Based Compensation
  10




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(a) Stock options:
  WeightedaverageAverage
    
    
    remainingNumber of
    
    
    exercise
    
    
    contractualshares
    
    
    price
    
    
    life (years)Outstanding balance at December 31, 2008
    
    
    1,459,358
    
    
    $
    4.90Options granted
    
    
    684,250
    
    
    
    0.80Options exercised
    
    
    (1,429
    )
    
    
    (0.37
    )Options cancelled/expired
    
    
    (180,446
    )
    
    
    (3.60
    )Outstanding balance at March 31, 2009
    
    
    1,961,733
    
    
    
    3.59
    
    
    
    7.56Exercisable, March 31, 2009
    
    
    649,725
    
    
    
    6.30
    
    
    
    5.19Vested and expected to vest
    
    
    2,186,575
    
    
    $
    3.22
  (b) Restricted stock awards:
  Weighted-Weighted-
    
    
    AverageRestricted
    
    
    Grant Date
    
    
    ContractualShares
    
    
    Fair Value
    
    
    LifeNon-vested restricted stock at December 31, 2008
    
    
    80,978
    
    
    $
    6.48
    
    
    2.37 yrsGranted
    
    
    
    
    
    
    Vested
    
    
    (11,679
    )
    
    
    0.61Cancelled/expired
    
    
    (9,406
    )
    
    
    (0.40
    )Non-vested restricted stock at March 31, 2009
    
    
    59,893
    
    
    $
    6.23
    
    
    2.12 yrs
  (c) Stock-based compensation expense:
 Share-Based
Payment,
  Three months ended March 31,2009
    
    
    2008Type of awards:Stock options
    
    $
    226
    
    
    $
    329Restricted stock
    
    
    70
    
    
    
    86$
    296
    
    
    $
    415
 11




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Three months ended March 31,2009
    
    
    2008Type of
awards:Promotion and selling
    
    $
    111
    
    
    $
    146General and
administrative
    

    
    185
    
    
    
    269$
    296
    
    
    $
    415
  Three months ended March 31,2009
    
    2008Expected stock price volatility
    
    
    92.5
    %
    
    
    71.02
    %Risk free interest rate
    
    
    1.91
    %
    
    
    2.63
    %Expected term (in years)
    
    4.5 years
    
    
    4.5 yearsWeighted-average grant date fair-value
    
    $
    0.55
    
    
    $
    1.99
   5. Commitments and contingencies
 Legal proceedings
   12




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##### Table of Contents



6. Segment Information
  March 31,
    
    
    March 31,2009
    
    
    2008United States
    
    $
    5,240
    
    
    $
    7,958Canada
    
    
    1,720
    
    
    
    1,390Other countries
    
    
    111
    
    
    
    70Total revenue
    
    $
    7,071
    
    
    $
    9,418
  13




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 You should read the following discussion and analysis in conjunction with our unaudited
condensed consolidated financial statements and related notes included elsewhere in this Report and
the 2008 audited consolidated financial statements and notes thereto included in our Annual Report
on Form 10-K , which was filed with the Securities and Exchange Commission (SEC) on March 16, 2009.
 This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain
forward-looking statements. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by terminology such as
believe, expect, intend, anticipate, estimate, may, will, can, plan, predict,
could, future, variations of such words, and similar expressions. These statements are only
predictions. Actual events or results may differ materially. In evaluating these statements, you
should specifically consider various factors, including the risks outlined at the beginning of this
report under Cautionary Notice Regarding Forward-Looking Statements and in Item 1A of our most
recent Annual Report on Form 10-K filed with the SEC. These factors may cause our actual results to
differ materially from any forward-looking statements. Except as required by law, we undertake no
obligation to publicly release any revisions to these forward-looking statements that may be made
to reflect events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
 Overview
 Jones GABA tm
 
    
    Jones Pure Cane Soda, a premium carbonated soft drink;
    
    Jones 24C, an enhanced water beverage;
    
    Jones GABA,a functional tea juice blend;
    
    Jones Organics, a ready-to-drink organic tea;
    
    Jones Naturals®, a non-carbonated juice & tea; and
    
    WhoopAss Energy Drink® a citrus energy drink.
  Jones Soda Jones Pure Cane Soda Jones Soda
   14




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##### Table of Contents




    
    expanding points of distribution for our products;
    
    creating strong alignment with our key distributors;
    
    developing innovative beverage brands and products;
    
    stimulating strong consumer demand for our existing brands and products, with primary
emphasis in the U.S. and Canada;
    
    inviting consumers to participate in our brand through submission of photographs to be
placed on labels through our interactive application of myJones.com;
    
    licensing our brand equity for the creation of other beverage or non-beverage
products; and
    
    exploring opportunities to license our patented custom-label process to non-competitive
products.
 Jones Pure Cane Soda tm Jones GABA, Jones GABA Jones GABA Jones GABA Jones GABA Jones GABA
  Jones Pure Cane Soda
 15




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##### Table of Contents



Jones GABA
 Results of Operations
  Three Months Ended March 31,(Dollars in thousands, except per share data)2009
    
    
    % of Revenue
    
    
    2008
    
    
    % of RevenueConsolidated statements of operations data:Revenue
    
    $
    7,071
    
    
    
    100.0
    
    
    $
    9,418
    
    
    
    100.0Cost of goods sold
    
    
    (5,626
    )
    
    
    (79.6
    )
    
    
    (7,496
    )
    
    
    (79.6
    )Gross profit
    
    
    1,445
    
    
    
    20.4
    
    
    
    1,922
    
    
    
    20.4Licensing revenue
    
    
    28
    
    
    
    0.4
    
    
    
    51
    
    
    
    0.5Promotion and selling expenses
    
    
    (2,320
    )
    
    
    (32.8
    )
    
    
    (3,002
    )
    
    
    (31.9
    )General and administrative expenses
    
    
    (1,802
    )
    
    
    (25.5
    )
    
    
    (2,860
    )
    
    
    (30.3
    )Operating loss
    
    
    (2,649
    )
    
    
    (37.5
    )
    
    
    (3,889
    )
    
    
    (41.3
    )Other income, net
    
    
    21
    
    
    
    0.3
    
    
    
    148
    
    
    
    1.6Loss before income taxes
    
    
    (2,628
    )
    
    
    (37.2
    )
    
    
    (3,741
    )
    
    
    (39.7
    )Income tax benefit (expense)
    
    
    27
    
    
    
    0.4
    
    
    
    (112
    )
    
    
    (1.2
    )Net loss
    
    
    (2,601
    )
    
    
    (36.8
    )
    
    
    (3,853
    )
    
    
    (40.9
    )Basic and diluted net loss per share
    
    $
    (0.10
    )
    
    
    
    
    
    $
    (0.15
    )
 As ofMarch 31, 2009
    
    December 31, 2008(Dollars in thousands)Balance sheet data:Cash and cash equivalents, short term investments
and accounts receivable
    
    $
    11,823
    
    
    $
    15,054Fixed assets, net
    
    
    1,884
    
    
    
    2,099Total assets
    
    
    21,199
    
    
    
    24,315Long-term liabilities
    
    
    348
    
    
    
    396Working capital
    
    
    14,397
    
    
    
    17,674
 Three Months Ended March 31,2009
    
    2008288-ounce equivalent case sales:Finished products case sales
    
    
    539,300
    
    
    
    765,700Concentrate case sales
    
    
    163,300
    
    
    
    35,200Total case sales
    
    
    702,600
    
    
    
    800,900
 Quarter ended March 31, 2009 compared to Quarter ended March 31, 2008
 Revenue
 Jones Soda Jones
 16




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Soda 24C 24C Jones Energy Jones GABA Jones Pure
Cane Soda
 24C Jones GABA
 Gross Profit
 Jones Soda Jones GABA Jones GABA
 Licensing Revenue
 Jones Soda
 Promotion and Selling Expenses
  General and Administrative Expenses
  17




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##### Table of Contents



Other Income, Net
  Income tax Benefit (Expense)
  Net Loss
 Jones Soda
 Liquidity and Capital Resources
  Jones GABA
   Jones GABA Jones GABA Jones
GABA
 18




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Jones GABA Jones GABA
 Jones Pure Cane Soda Jones GABA
     Off-Balance Sheet Arrangements
  19




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##### Table of Contents



Seasonality
  Critical Accounting Policies
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
       
 ITEM 4. CONTROLS AND PROCEDURES
 Procedures
 (a) Evaluation of disclosure controls and procedures
  20




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(b) Changes in internal controls
  
 PART II OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
 Saltzman v. Jones Soda Company, et al. In re Jones
Soda Company Securities Litigation
 Cramer v. van Stolk, et al.
  21




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##### Table of Contents



ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Total Number of
    
    Approximate DollarShares Purchased
    
    Value of Shares Thatas Part of Publicly
    
    May Yet Be PurchasedTotal Number of
    
    Average Price
    
    Announced Plans or
    
    Under the Plans orFiscal Period
    
    Shares Purchased(1)
    
    Paid per Share(1)
    
    Programs
    
    Programs (in $ 000)January 1 to January 31, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    February 1 to February 28, 2009
    
    
    6,652
    
    
    $
    1.96
    
    
    
    
    
    
    
    March 1 to March 31, 2009
    
    
    285
    
    
    $
    2.54
    
    
    
    
    
    
    
    Total
    
    
    6,937
    
    
    $
    2.25
    
    
    
    
    
    
    
    
 
 (1)
    
    The number of shares reported above as purchased are attributable to
shares withheld by the Company as payment for withholding taxes due in
connection with the vesting of restricted stock awards issued under
the Jones Soda Co. 2002 Stock Option and Restricted Stock Plan. The
average price paid per share reflects the average market value per
share of the shares withheld for tax purposes. 
 ITEM 5. OTHER INFORMATION
 
 22




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##### Table of Contents



ITEM 6. EXHIBITS
 10.1*
    
    Settlement Agreement and Release, dated April 3, 2009, by and between the Company and Peter M.
van Stolk. (Filed herewith.)10.2*
    
    Summary of Jones Soda Co. 2009 Bonus Plan For Executive Officers (Previously filed with, and
incorporated herein by reference to, Exhibit 10.1 to our current report on Form 8-K, filed on
April 10, 2009; File No. 000-28820)10.3
    
    Pharma GABA Sales Contract, dated June 20, 2007, among Pharma Foods International Co., Ltd.,
Jones Soda Co., Mitsubishi International Food Ingredients, Inc. and Mitsubishi Corporation.
(Previously filed with, and incorporated herein by reference to, Exhibit 10.24 to our Annual
Report on Form 10-K, filed on March 16, 2009; File No. 000-28820)10.4
    
    Amendment Agreement, dated effective July 31, 2008, by and among Pharma Foods International
Co., Ltd., Jones Soda Co., Mitsubishi International Food Ingredients, Inc. and Mitsubishi
Corporation. (Previously filed with, and incorporated herein by reference to, Exhibit 10.25 to
our Annual Report on Form 10-K, filed on March 16, 2009; File No. 000-28820)31.1
    
    Section 302 Certification of CEO  Jonathan J. Ricci, Chief Executive Officer (Filed herewith.)31.2
    
    Section 302 Certification of CFO  Michael R. OBrien, Chief Financial Officer (Filed herewith.)32.1
    
    Section 906 Certification of CEO  Jonathan J. Ricci, 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 (Filed herewith.)32.2
    
    Section 906 Certification of CFO  Michael R. OBrien, Chief Financial 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 (Filed herewith.)
 
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    Management contract or compensatory plan or arrangement 23




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##### Table of Contents



SIGNATURES
   JONES SODA CO.By:
    /s/ JONATHAN J. RICCIJonathan J. RicciPresident and Chief Executive OfficerBy:
    /s/ MICHAEL R. OBRIENMichael R. OBrienChief Financial Officer 24