��

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 25, 2005

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 1-14556

POORE BROTHERS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		86-0786101
(State or Other Jurisdiction of Incorporation or		(I.R.S. Employer
Organization)		Identification No.)

3500 S. La Cometa Drive, Goodyear, Arizona		85338
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (623) 932-6200

Indicate by check whether the Registrant: (1) has 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 such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o No ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 19,772,561 as of June 25, 2005.

Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements - Unaudited

Condensed consolidated balance sheets as of June 25, 2005 (as restated) and December 25, 2004
Condensed consolidated statements of income for the quarters and six months ended June 25, 2005 (as restated) and June 26, 2004
Condensed consolidated statements of cash flows for the six months ended June 25, 2005 (as restated) and June 26, 2004
Notes to unaudited condensed consolidated financial statements (as restated)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures


Part II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

Item 6. Exhibits

POORE BROTHERS, INC. AND SUBSIDIARIES

Explanatory Note

RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS: The Company is filing this Form 10-Q/A to amend its Form 10-Q for the quarterly period ended June 25, 2005 (“June 25, 2005 Form 10-Q”) to restate its condensed consolidated balance sheet, statements of income and statement of cash flows to reflect the effects of accounting errors identified by the Company in connection with its review of internal controls over financial reporting and accounting policies and estimates, principally with respect to trade spending, which was conducted in connection with the filing of the Company’s Form 10-Q for the quarterly period ended October 1, 2005. See Note 8 to the condensed consolidated financial statements for additional discussion of the effects of the restatement. As a result of that review, the Company is also revising the discussion under the heading “Item 4: Controls and Procedures.” Except for Part I, Items 1, 2 and 4 and Part II, Item 6, no other information in the June 25, 2005 Form 10-Q is amended by the 10-Q/A.

With respect to the quarter ended June 25, 2005, an accounting error occurred in the Company’s trade spending accrual process, which resulted in the failure to accrue for approximately $198,000 of promotional and $15,000 of advertising expenses relating to a promotional program for the Company’s Boulder Canyon Natural Foods™ brand. These expenses were incurred in the second quarter of 2005 but originally not recorded in the Company’s financial statements until the third quarter of 2005

In addition, the Company’s financial statements for the quarters ended June 25, 2005 included a $27,000 accrual for employee sick pay benefits that should not have been accrued at June 25, 2005 because the benefit had not been earned by employees at June 25, 2005.

The impact on the Company’s results of operation for the quarter ended June 25, 2005, as a result of correcting for these errors, is to reduce net revenues by $198,000 or 0.8% from $23.3 million to $23.1 million, and to reduce net income by $113,000, or 7.5% from $1.5 million to $1.4 million with a corresponding change in basic and fully diluted earnings per share by $0.006, from $0.08 to $0.07.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

POORE BROTHERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

	June 25,		December 25,
	2005		2004
	(Restated, See Note 8)
ASSETS
Current assets:
Cash and cash equivalents	$	12,419,504	$	9,675,490
Accounts receivable, net of allowance of $136,000 in 2005 and $89,000 in 2004	7,848,966		5,379,362
Inventories	2,417,157		2,145,742
Deferred income tax asset	549,100		1,341,723
Other current assets	440,177		471,051
Total current assets	23,674,904		19,013,368

Property and equipment, net	10,478,724		10,815,963
Goodwill	5,986,252		5,986,252
Trademarks	4,207,032		4,207,032
Other assets	91,754		94,672

Total assets	$	44,438,666	$	40,117,287

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,152,802	$	2,809,187
Accrued liabilities	3,484,887		2,656,887
Current portion of long-term debt	946,518		1,390,667
Current portion of costs related to brand discontinuance and other current liabilities	444,104		442,533
Total current liabilities	10,028,311		7,299,274

Long-term debt, less current portion	1,705,820		1,729,134
Non-current portion of accrued costs related to brand discontinuance and other liabilities	253,287		492,541
Deferred income tax liability	1,788,252		1,788,252
Total liabilities	13,775,670		11,309,201

Commitments and contingencies (Note 5)

Shareholders’ equity:
Preferred stock, $100 par value; 50,000 shares authorized; no shares issued or outstanding at June 25, 2005 and December 25, 2004	—		—
Common stock, $.01 par value; 50,000,000 shares authorized; 19,772,561 and 19,647,561 shares issued and outstanding at June 25, 2005 and December 25, 2004, respectively	197,726		196,476
Additional paid-in capital	27,513,046		27,274,825
Retained earnings	2,952,224		1,336,785
Total shareholders’ equity	30,662,996		28,808,086

Total liabilities and shareholders’ equity	$	44,438,666	$	40,117,287

The accompanying notes are an integral part of these condensed consolidated financial statements.

POORE BROTHERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	Quarter Ended						Six Months Ended
	June 25,			June 26,			June 25,			June 26,
	2005			2004			2005			2004
	(Restated, See Note 8)						(Restated, See Note 8)

Net revenues	$	23,133,522		$	17,441,069		$	39,690,397		$	35,159,562

Cost of revenues	17,263,665			13,339,194			30,432,690			27,477,568

Costs related to brand discontinuance	—			1,414,759			—			1,414,759

Gross profit	5,869,857			2,687,116			9,257,707			6,267,235

Selling, general and administrative expenses	3,594,891			2,634,420			6,642,688			5,298,475

Operating income	2,274,966			52,696			2,615,019			968,760
Interest income (expense), net	24,431			(50,205		)	25,730			(95,946		)

Income before income tax provision	2,299,397			2,491			2,640,749			872,814

Income tax provision	(892,310		)	(1,000		)	(1,025,310		)	(338,000		)

Net income	$	1,407,087		$	1,491		$	1,615,439		$	534,814

Earnings per common share:
Basic	$	0.07		$	0.00		$	0.08		$	0.03
Diluted	$	0.07		$	0.00		$	0.08		$	0.03

Weighted average number of common shares:
Basic	19,681,902			18,622,839			19,664,731			18,612,908
Diluted	19,841,862			19,164,767			19,824,190			19,205,655

The accompanying notes are an integral part of these condensed consolidated financial statements.

POORE BROTHERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended
	June 25, 2005			June 26, 2004
	(Restated, See Note 8)
Cash flows provided by operating activities:
Net income	$	1,615,439		$	534,814
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	604,525			696,474
Amortization	2,918			15,764
Provision for bad debts	42,056			(180,253		)
Other asset amortization	—			34,878
Deferred income taxes	792,623			296,756
Costs related to brand discontinuance	—			1,758,919
Loss on disposition of equipment	5,699			16,571
Tax benefit from exercise of stock options	104,232			—
Change in operating assets and liabilities:
Accounts receivable	(2,511,660		)	784,952
Inventories	(271,415		)	33,688
Other assets and liabilities	(206,809		)	23,696
Accounts payable and accrued liabilities	3,171,615			(829,246		)
Net cash provided by operating activities	3,349,223			3,187,013

Cash flows used in investing activities:
Purchase of equipment	(278,035		)	(320,753		)
Proceeds from sale of fixed assets	5,050			—
Net cash used in investing activities	(272,985		)	(320,753		)

Cash flows used in financing activities:
Proceeds from issuance of common stock	135,238			266,758
Payments made on long-term debt	(467,462		)	(485,630		)
Net cash used in financing activities	(332,224		)	(218,872		)

Net increase in cash	2,744,014			2,647,388
Cash at beginning of period	9,675,490			3,239,570
Cash at end of period	$	12,419,504		$	5,886,958

Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	97,519		$	95,143
Cash paid during the period for taxes	—			—

The accompanying notes are an integral part of these condensed consolidated financial statements.

POORE BROTHERS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Summary of Significant Accounting Policies:

Poore Brothers, Inc., (“the Company”) a Delaware corporation, was formed in 1995 as a holding company to acquire a potato chip manufacturing and distribution business which had been founded by Donald and James Poore in 1986.

In December 1996, the Company completed an initial public offering of its Common Stock. In November 1998, the Company acquired the business and certain assets (including the Bob’s Texas Style® potato chip brand) of Tejas Snacks, L.P. (“Tejas”), a Texas-based potato chip manufacturer. In October 1999, the Company acquired Wabash Foods, LLC (“Wabash”) including the Tato Skins®, O’Boisies®, and Pizzarias® trademarks, the Bluffton, Indiana manufacturing operation and assumed all of Wabash Foods’ liabilities. In June 2000, the Company acquired Boulder Natural Foods, Inc. (“Boulder”) and the Boulder Potato Company® brand of totally natural potato chips. As part of the Boulder acquisition, the Company was required to issue additional unregistered shares of Common Stock to the seller on each of the first three anniversaries of the closing of the acquisition. The issuance of such shares was dependent upon increases in sales of Boulder product as compared to previous periods. In 2003, 2002 and 2001, the Company was required to issue 93,728 shares valued at $420,566, 88,864 shares valued at $210,786 and 57,898 shares valued at $185,274, respectively. With each issuance of shares the Company increased the goodwill recorded from this acquisition.

In October 2000, the Company launched its T.G.I. Friday’s® brand salted snacks pursuant to a license agreement with TGI Friday’s Inc., which expires in 2014.

In June 2003, the Company launched its Crunch Toons® brand potato snacks, initially featuring Looney Tunes™ characters pursuant to a multi-year license agreement with Warner Bros. Consumer Products. The Company decided to discontinue the brand in June 2004, and amended its license agreements with Warner Bros. Consumer Products.

In April 2005, the Company launched its Cinnabon® brand pursuant to a license agreement with Cinnabon, Inc, the initial term of which expires in 2011. A renewal term for an additional five years exists at the end of the initial term. The Company plans to develop and sell a variety of snack products, to include cookies, under the Cinnabon® brand.

The Company is engaged in the development, production, marketing and distribution of innovative snack food products that are sold primarily through grocery retailers, mass merchandisers, club stores, convenience stores and vend distributors across the United States. The Company currently manufactures and sells nationally T.G.I. Friday’s® brand snacks under license from TGI Friday’s Inc. and sells nationally Cinnabon® brand snacks under license from Cinnabon, Inc. The Company also currently (i) manufactures and sells regionally its own brands of snack food products, including Poore Brothers®, Bob’s Texas Style®, and Boulder Canyon Natural Foods^TM brand batch-fried potato chips and Tato Skins® brand potato snacks, (ii) manufactures private label potato chips for grocery retail chains in the southwest, and (iii) distributes in Arizona snack food products that are manufactured by others. The Company sells its T.G.I. Friday’s® brand snack products to mass merchandisers, grocery, club and drug stores directly and to convenience stores and vend operators through independent distributors. The Company’s other brands are also sold through independent distributors.

Basis of Presentation

The condensed consolidated financial statements include the accounts of Poore Brothers, Inc. and all of its wholly owned subsidiaries. All significant intercompany amounts and transactions have been eliminated. The financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all the information and footnotes required by accounting principles generally accepted in the United States of America. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary in order to make the condensed consolidated financial statements not misleading. A description of the Company’s accounting policies and other financial information is included in the audited financial statements filed with Form 10-K for the fiscal year ended December 25, 2004. The results of operations for the quarter ended June 25, 2005 are not necessarily indicative of the results expected for the full year.

Earnings Per Common Share

Basic earnings per common share is computed by dividing net income by the weighted average number of shares of Common Stock outstanding during the period. Exercises of outstanding stock options or warrants are assumed to occur for purposes of calculating diluted earnings per share for periods in which their effect would not be anti-dilutive.

	Quarter Ended				Six Months Ended
	June 25, 2005		June 26, 2004		June 25, 2005		June 26, 2004

Basic Earnings Per Share:
Net income	$	1,407,087	$	1,491	$	1,615,439	$	534,814
Weighted average number of common shares	19,681,902		18,622,839		19,664,731		18,612,908
Earnings per common share	$	0.07	$	0.00	$	0.08	$	0.03

Diluted Earnings Per Share:
Net Income	$	1,407,087	$	1,491	$	1,615,439	$	534,814

Weighted average number of common shares	19,681,902		18,622,839		19,664,731		18,612,908
Incremental shares from assumed conversions-
Warrants	—		199,126		—		204,701
Stock options	159,960		342,802		159,459		388,046
Adjusted weighted average number of common shares	19,841,862		19,164,767		19,824,190		19,205,655
Earnings per common share	$	0.07	$	0.00	$	0.08	$	0.03

The Company’s stock-based compensation plan is accounted for under the recognition and measurement provisions of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure”. Accordingly, no compensation cost has been recognized for stock option grants where the strike price on the grant date is greater than or equal to the fair market value on such date. Awards under the plan vest over periods ranging from one to three years, depending on the type of award. The following table illustrates the effect on net income and earnings per share if the fair value method had been applied to all outstanding and unvested awards in each period presented, using the Black-Scholes valuation model.

	Quarter Ended						Six Months Ended
	June 25, 2005			June 26, 2004			June 25, 2005			June 26, 2004

Net income as reported	$	1,407,087		$	1,491		$	1,615,439		$	534,814
Deduct: Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects	(58,764		)	(175,647		)	(123,466		)	(355,378		)
Pro forma net income (loss)	$	1,348,323		$	(174,156	)	$	1,491,973		$	179,436

	Quarter Ended					Six Months Ended
	June 25, 2005		June 26, 2004			June 25, 2005		June 26, 2004

Net income per share – basic – as reported	$	0.07	$	0.00		$	0.08	$	0.03
Pro forma net income (loss) per share – basic	$	0.07	$	(0.01	)	$	0.08	$	0.01
Net income per share – diluted – as reported	$	0.07	$	0.00		$	0.08	$	0.03
Pro forma net income (loss) per share – diluted	$	0.07	$	(0.01	)	$	0.08	$	0.01

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions for options granted in 2004: dividend yield of 0%; expected volatility of 62%; risk-free interest rate of 3.15% and expected lives of 3 years. Under this method, the weighted-average fair value of the options granted was $1.37 in 2004, with no options yet being granted in 2005.

New Accounting Pronouncements

In January 2003, the FASB issued interpretation (“FIN”) No. 46, “Consolidation of Variable Interest Entities – An Interpretation of Accounting Research Bulletin (“ARB”) No. 51.” This interpretation was subsequently revised by FIN 46 (Revised 2003) in December 2003. This revised interpretation states that consolidation of variable interest entities will be required by the primary beneficiary if the entities do not effectively disperse risks among the parties involved. The requirements are effective for fiscal years ending after December 15, 2003 for special-purpose entities and for all other types of entities for periods ending after March 31, 2004. The Company has no variable interest entities and the adoption of FIN No. 46 (R) did not impact our operations or financial position.

On December 16, 2004, the FASB issued SFAS No. 123R, “Share-Based Payment,” requiring all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense in the consolidated financial statements based on their fair values. This standard is effective for periods beginning after June 15, 2005 and includes two transition methods. Upon adoption, we will be required to use either the modified prospective or the modified retrospective transition method. Under the modified prospective method, awards that are granted, modified, or settled after the date of adoption should be measured and accounted for in accordance with SFAS 123R. Unvested equity-classified awards that were granted prior to the effective date should continue to be accounted for in accordance with SFAS 123 except that amounts must be recognized in the income statement. Under the modified retrospective approach, the previously-reported amounts are restated (either to the beginning of the year of adoption or for all periods presented) to reflect the SFAS 123 amounts in the income statement. We are currently evaluating the impact of this standard and its transitional alternatives.

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs”. This statement clarifies the accounting for the abnormal amount of idle facilities expense, freight, handling costs and wasted material. This statement requires that those items be recognized as current-period expense. In addition, the statement requires that allocation of fixed overhead to the cost of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred after December 31, 2005. Adoption of this statement will not have a material effect on the financial statements of the Company.

2. Inventories

Inventories consisted of the following:

	June 25, 2005		December 25, 2004
Finished goods	$	1,685,788	$	1,537,488
Raw materials	731,369		608,254
	$	2,417,157	$	2,145,742

3. Long-Term Debt

The Company’s Goodyear, Arizona manufacturing, distribution and headquarters facility is subject to a $1.8 million mortgage loan from Morgan Guaranty Trust Company of New York, which bears interest at 9.03% per annum and is secured by the building and the land on which it is located. The loan matures on July 1, 2012; however, monthly principal and interest installments of $16,825 are determined on a twenty-year amortization period.

The U.S. Bancorp Credit Agreement consists of a $5.0 million Line of Credit, a $0.5 million capital expenditure line of credit (“CapEx Term Loan”) and a $5.8 million term loan (“Term Loan A”). At June 25, 2005, there were no balances on either the Line of Credit or the CapEx Term Loan, and $901,000 outstanding on Term Loan A.

The U.S. Bancorp Credit Agreement is secured by accounts receivable, inventories, equipment and general intangibles. Borrowings under the U.S. Bancorp Line of Credit are limited to 80% of eligible receivables, 60% of eligible finished goods inventories and 50% of eligible raw materials inventories. At June 25, 2005, the Company had a borrowing base of approximately $6.5 million under the U.S. Bancorp Line of Credit. The U.S. Bancorp Credit Agreement requires the Company to be in compliance with certain financial performance criteria, including minimum annual operating results, a minimum tangible capital base and a minimum fixed charge coverage ratio. In July 2004, the U.S. Bancorp Credit Agreement was amended to modify certain financial covenants that allow the Company to exclude one-time extraordinary, non-operating gains/losses during the applicable period. At June 25, 2005 the Company was in compliance with all of the financial covenants.

4. Brand Discontinuance

On June 11, 2004, the Company discontinued its Crunch Toons® brand. The Company negotiated amendments to its license agreements with Warner Bros. Consumer Products pursuant to which the Agreements will remain in effect but become non-exclusive. However, because the Company ceased using the Crunch Toons® brand in accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, the Company recorded a liability for the estimated fair value of the remaining guaranteed future minimum payments under the agreements by computing the present value of the future cash payments. Also in December 2004, the Company concluded that a leased packaging machine, primarily associated with Crunch Toons®, was no longer likely to be used and was taken out of service.

The following table summarizes the activity of the accrued costs related to the brand discontinuance and other liabilities for the quarter ended June 25, 2005:

Description:	March 26, 2005 Balance		Activity			June 25, 2005 Balance

Present value of guaranteed minimum royalty payments	$	422,162	$	5,276		$	427,438	(1),(2)
Reclamation costs	1,123		34,471			35,594		(1)
Present value of remaining lease payments on equipment	271,496		(37,137		)	234,359		(1),(3)
Total	$	694,781	$	2,611		$	697,391

(1) These amounts are reflected in the Condensed Consolidated Balance Sheets as “Current and Non-current portions of accrued costs related to brand discontinuance and other liabilities”.

(2) In accordance with SFAS No. 146, interest accretion was recorded for the period and future royalty payments will be made in accordance with the amended agreements.

(3) In accordance with SFAS No. 146, the fair value of remaining operating lease payments was recorded relating to a machine the Company determined will no longer be used. This machine lease was completely paid off in July 2005 and sold to an unrelated party.

5. Litigation

The Company is periodically a party to various lawsuits arising in the ordinary course of business. Management believes, based on discussions with legal counsel, that the resolution of any such lawsuits will not have a material effect on the financial statements taken as a whole.

6. Business Segments

The Company’s operations consist of two segments: manufactured products and distributed products. The manufactured products segment produces potato chips, potato crisps and potato skins, for sale primarily to snack food distributors and retailers. The distributed products segment sells snack food products manufactured by other companies to the Company’s Arizona snack food distributors. The Company’s reportable segments offer different products and services. All of the Company’s revenues are attributable to external customers in the United States and Canada, and all of its assets are located in the United States.

The accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies included in Note 1 to the audited financial statements filed with the Form 10-K for the fiscal year ended December 25, 2004. The Company does not allocate assets, selling, general and administrative expenses, income taxes or other income and expense to segments.

	Manufactured Products		Distributed Products		Consolidated
Quarter ended June 25, 2005
Net revenues from external customers	$	22,318,110	$	815,412	$	23,133,522
Depreciation and amortization in segment gross profit	211,831		—		211,831
Segment gross profit	5,749,360		120,497		5,869,857

Quarter ended June 26, 2004
Net revenues from external customers	$	16,987,210	$	453,859	$	17,441,069
Depreciation and amortization in segment gross profit	261,088		—		261,088
Cost related to brand discontinuance	1,414,759		—		1,414,759
Segment gross profit	2,616,738		70,378		2,687,116

Six months ended June 25, 2005
Net revenues from external customers	$	38,117,046	$	1,573,351	$	39,690,397
Depreciation and amortization in segment gross profit	423,212		—		423,212
Segment gross profit	9,032,426		225,281		9,257,707

Six months ended June 26, 2004
Net revenues from external customers	$	34,055,141	$	1,104,421	$	35,159,562
Depreciation and amortization in segment gross profit	529,410		—		529,410
Costs related to brand discontinuance	1,414,759		—		1,414,759
Segment gross profit	6,092,750		174,485		6,267,235

The following table reconciles reportable segment gross profit to the Company’s consolidated income before income tax provision.

	Quarter Ended					Six Months Ended
	June 25, 2005		June 26, 2004			June 25, 2005		June 26, 2004

Consolidated segment gross profit	$	5,869,857	$	2,687,116		$	9,257,707	$	6,267,235
Unallocated amounts:
Selling, general and administrative expenses	3,594,891		2,634,420			6,642,688		5,298,475
Interest income (expense), net	24,431		(50,205		)	25,730		(95,946		)
Income before income tax provision	$	2,299,397	$	2,491		$	2,640,749	$	872,814

7. Income Taxes

The Company accounts for income taxes using a balance sheet approach whereby deferred tax assets and liabilities are determined based on the differences in financial reporting and income tax basis of assets and liabilities. The differences are measured using the income tax rate in effect during the year of measurement.

The Company experienced significant net losses in prior fiscal years resulting in a net operating loss carryforward (“NOL”) for federal income tax purposes of approximately $1.9 million at December 25, 2004. The Company’s NOL will begin to expire in varying amounts between 2010 and 2018.

Generally accepted accounting principles require that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the tax provision in the period of change. In determining whether a valuation allowance is required, the Company takes into account all positive and negative evidence with regard to the utilization of a deferred tax asset including our past earnings history, expected future earnings, the character and jurisdiction of such earnings, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of a deferred tax asset, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. The Company does not have a valuation allowance for the periods reported. The Company provides for income taxes at a rate equal to the combined federal and state effective rates, which approximate 39% under current tax rates.

8. Restatement/Subsequent Events

Subsequent to the issuance of the Company’s condensed consolidated financial statements as of and for the three and six months ended June 25, 2005, management determined that an accounting error occurred in the Company’s trade spending accrual process, which resulted in the failure to accrue for approximately $198,000 of promotional and $15,000 of advertising expenses relating to a promotional program for the Company’s Boulder Canyon Natural Foods™ brand. These expenses were incurred in the second quarter of 2005 but originally not recorded in the Company’s financial statements until the third quarter of 2005.

In addition, the Company’s financial statements for the quarter ended June 25, 2005 included a $27,000 accrual for employee sick pay benefits that should not have been accrued at June 25, 2005 because the benefit had not been earned by employees at June 25, 2005.

The following summarizes the significant effects of the restatement to correct for these errors on the accompanying financial statements:

Effects on Balance Sheet Data:

	As of:
	June 25,		June 25,
	2005		2005
	As Previously Reported		As Restated

Cash and cash equivalents	$	12,419,504	$	12,419,504
Deferred tax asset	485,860		549,100
Total current assets	23,611,664		23,674,904
Total assets	44,375,426		44,438,666

Accrued liabilities	3,308,187		3,484,887
Total current liabilities	9,851,611		10,028,311
Total liabilities	13,598,970		13,775,670
Total shareholders’ equity	$	30,776,456	$	30,662,996

Effects on Statements of Operations:

	Quarter Ended						Six Months Ended
	As Previously Reported			As Restated			As Previously Reported			As Restated
	June 25,			June 25,			June 25,			June 25,
	2005			2005			2005			2005

Net revenues	$	23,331,522		$	23,133,522		$	39,888,397		$	39,690,397

Cost of revenues	17,270,415			17,263,665			30,439,440			30,432,690

Gross profit	6,061,107			5,869,857			9,448,957			9,257,707

Selling, general and administrative expenses	3,600,141			3,594,891			6,647,938			6,642,688

Operating income	2,460,966			2,274,966			2,801,019			2,615,019
Interest income (expense), net	24,431			24,431			25,730			25,730

Income before income tax provision	2,485,397			2,299,397			2,826,749			2,640,749

Income tax provision	(964,850		)	(892,310		)	(1,097,850		)	(1,025,310		)

Net income	$	1,520,547		$	1,407,087		$	1,728,899		$	1,615,439

Earnings per common share:
Basic	$	0.08		$	0.07		$	0.09		$	0.08
Diluted	$	0.08		$	0.07		$	0.09		$	0.08

Weighted average number of common shares:
Basic	19,681,902			19,681,902			19,664,731			19,664,731
Diluted	19,841,862			19,841,862			19,824,190			19,824,190

Effects on Statement of Cash Flows Data:

	Six Months Ended June 25, 2005
	As Previously Reported			As Restated

Cash flows provided by operating activities:
Net income	$	1,728,899		$	1,615,439
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	604,525			604,525
Amortization	2,918			2,918
Provision for bad debts	42,056			42,056
Other asset amortization	—			—
Deferred income taxes	855,863			792,623
Costs related to brand discontinuance	—
Loss on disposition of equipment	5,699			5,699
Tax benefit from exercise of stock options	104,232			104,232
Change in operating assets and liabilities:
Accounts receivable	(2,511,660		)	(2,511,660		)
Inventories	(271,415		)	(271,415		)
Other assets and liabilities	(206,809		)	(206,809		)
Accounts payable and accrued liabilities	2,994,915			3,171,615
Net cash provided by operating activities	3,349,223			3,349,223

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q/A, including all documents incorporated by reference, includes “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and Poore Brothers, Inc. (the “Company”) desires to take advantage of the “safe harbor” provisions thereof. Therefore, the Company is including this statement for the express purpose of availing itself of the protections of the safe harbor with respect to all of such forward-looking statements. In this Quarterly Report on Form 10-Q/A, the words “anticipates,” “believes,” “expects,” “intends,” “estimates,” “projects,” “will likely result,” “will continue,” “future” and similar terms and expressions identify forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q/A reflect the Company’s current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties, including specifically the possibility that the Company will need additional financing due to future operating losses or in order to implement the Company’s business strategy, the possible diversion of management resources from the day-to-day operations of the Company as a result of strategic acquisitions, potential difficulties resulting from the integration of acquired businesses with the Company’s business, other acquisition-related risks, lack of consumer acceptance of existing and future products, dependence upon key license agreements, dependence upon major customers, significant competition, risks related to the food products industry, volatility of the market price of the Company’s common stock, par value $.01 per share (the “Common Stock”), the possible de-listing of the Common Stock from the Nasdaq SmallCap Market if the Company fails to satisfy the applicable listing criteria (including a minimum share price) in the future and those other risks and uncertainties discussed herein and in the Company’s other periodic reports filed with the Securities and Exchange Commission, that could cause actual results to differ materially from historical results or those anticipated. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this Quarterly Report on Form 10-Q/A will in fact transpire or prove to be accurate. Readers are cautioned to consider the specific risk factors described herein and under the caption “Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended December 25, 2004, and not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that may arise after the date hereof. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this section.

RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS:

The accompanying MD&A gives effect to the restatement of the Company’s Condensed Consolidated Financial Statements for the period covered by this report that is discussed in Note 8 to the Condensed Consolidated Financial Statements.

Results of Operations

Quarter ended June 25, 2005 (as restated) compared to the quarter ended June 26, 2004.

Net revenues in the second quarter of 2005 were $23.1 million, an increase of 33% compared to second quarter 2004 net revenues of $17.4 million. The Company’s strong second-quarter revenue growth versus last year was the result of across the board gains for all of the Company’s brands. T.G.I. Friday’s® brand salted snacks increased 7.5% to $13.7 million, buoyed modestly by initial shipments of the new meat snacks products. As the Company continues to diversify its portfolio of products, T.G.I. Friday’s® brand salted snacks will become a smaller percentage of total net revenue. The brand represented 59% of total net revenue compared to over 70% of total net revenue in the same quarter of 2004, while continuing to show solid growth in the high single digits. The Cinnabon® brand cookie introduction generated $2.5 million in revenues driven by large introductory promotional orders from a large mass merchandiser. The Company’s potato chip brands rose 29% mostly due to very strong promotional activity, particularly on the Company’s repositioned Boulder Canyon Natural Foods™ brand. Distributed products also grew 79% over the prior year due to increased product lines.

Gross profit was $5.9 million, or 25.4% of net revenue compared to $2.7 million, or 15.4% of net revenue, in the same quarter of 2004. In last year’s second quarter the Company discontinued the Crunch Toons® brand and recorded a $1.8 million charge. Excluding this charge, last year’s gross profit would have been $4.4 million, or 25.0% of net revenue. The improvement in this year’s gross profit percentage was attributable primarily to efficiency gains in manufacturing and supply chain and Cinnabon® brand revenues, which were partially offset by higher freight costs.

Selling, General and Administrative expenses increased to $3.6 million in the second quarter of 2005 as compared to $2.6 million in 2004, or 15.5% versus 15.1% of net revenue, respectively. The higher level of spending in 2005 was due to increases in marketing costs for new product development, consumer testing programs, as well as commission expenses associated with the higher revenues.

Net interest income was $24,431 in the second quarter of 2005 compared to net interest expense of $50,205 in the second quarter of 2004 due to higher interest rates on investments and increased operating cash. The Company’s effective income tax rate decreased slightly in the second quarter of 2005 to 39% from 40% in the comparable period in 2004 due to some higher state taxes in 2004.

Net income for the second quarter of 2005 was $1.4 million, or $0.07 per basic and diluted share, as compared to break-even in 2004. Without the Crunch Toons® brand discontinuance charge in 2004, net income would have been $1.1 million, or $0.06 per basic and diluted share.

Six months ended June 25, 2005 (as restated) compared to the six months ended June 26, 2004

For the six months ended June 25, 2005, net revenue increased 13% to $39.7 million, compared with net revenue of $35.2 million in the first half of the previous year. Most of the increase came from the Cinnabon® launch, with the potato chip products increasing 18%, and distributed products up 43%. T.G.I. Friday’s® net revenues are now equal to last year through six months and are expected to show solid growth for the remainder of the year.

Gross profit for the six months ended June 25, 2005 was $9.3 million, or 23.3% of net revenues, compared to $6.3 million, or 17.8% of net revenues for the six months ended June 26, 2004. Excluding the brand discontinuance costs in 2004, gross profit margins would have been approximately 22.6% for the six months ended June 26, 2004.

Selling, General and Administrative expenses increased to $6.6 million, or 16.7% of net revenues for the six months ended June 25, 2005 from $5.3 million, or 15.1% of net revenues, for the six months ended June 26, 2004.

The higher level of spending in 2005 was due to increases in marketing costs for new product development, consumer testing programs, as well as commission expenses associated with the higher revenues.

Net interest income was $25,730 in the first half of 2005 compared to net interest expense of $95,946 in the first half of 2004 due to higher interest rates and more operating cash. The Company’s effective income tax rate was 39% in 2005 and 2004.

Net income for the six months ended June 25, 2005 was $1.6 million, or $0.08 per basic and diluted share, compared with net income of $0.5 million, or $0.03 per basic and diluted share, in the prior-year period.

Liquidity and Capital Resources

Net working capital was $13.6 million (a current ratio of 2.4:1) at June 25, 2005 and $11.7 million (a current ratio of 2.6:1) at December 25, 2004. For the six months ended June 25, 2005, the Company generated cash flow of $3.3 million from operating activities, principally from operating results; invested $0.3 million in new equipment; made $0.5 million in payments on long-term debt and received $0.1 million in issuance of common stock.

The U.S. Bancorp Credit Agreement consists of a $5.0 million line of credit, a $0.5 million capital expenditure line of credit (CapEx Term Loan”) and a $5.8 million term loan (“Term Loan A”). At June 25, 2005, there were no balances on either the line of credit or the CapEx Term Loan, and $901,000 outstanding on Term Loan A. The Company is in the process of negotiating a new credit facility with U.S. Bancorp.

Contractual Obligations

The Company’s future contractual obligations consist principally of long-term debt, operating leases, minimum commitments regarding third party warehouse operations services, and remaining minimum royalty payments due licensors pursuant to brand licensing agreements. There have been no material changes to the Company’s contractual obligations since year end other than scheduled payments. Under the amendments to the license agreements with Warner Bros. Consumer Products, the remaining minimum royalty payments will continue to be due throughout the remaining term of the Agreements. The Company currently has no material marketing or capital expenditure commitments.

Management’s Plans

In connection with the implementation of the Company’s business strategy, the Company may incur operating losses in the future and may require future debt or equity financings (particularly in connection with future strategic acquisitions, new brand introductions or capital expenditures). Expenditures relating to acquisition-related integration costs, market and territory expansion and new product development and introduction may adversely affect promotional and operating expenses and consequently may adversely affect operating and net income. These types of expenditures are expensed for accounting purposes as incurred, while revenue generated from the result of such expansion or new products may benefit future periods. Management believes that the Company will generate positive cash flow from operations during the next twelve months, which, along with its existing working capital and borrowing facilities, will enable the Company to meet its operating cash requirements for the next twelve months. The belief is based on current operating plans and certain assumptions, including those relating to the Company’s future revenue levels and expenditures, industry and general economic conditions and other conditions. If any of

these factors change, the Company may require future debt or equity financings to meet its business requirements. There can be no assurance that any required financings will be available or, if available, will be on terms attractive to the Company.

Critical Accounting Policies and Estimates

In December 2001, the Securities and Exchange Commission issued an advisory requesting that all registrants describe their three to five most “critical accounting policies”. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of the Company’s financial condition and results and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company believes that the following accounting policies fit this definition:

Allowance for Doubtful Accounts. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The allowance for doubtful accounts was $136,000 at June 25, 2005 and $89,000 at December 25, 2004, respectively.

Inventories. The Company’s inventories are stated at the lower of cost (first-in, first-out) or market. The Company identifies slow moving or obsolete inventories and estimates appropriate loss provisions related thereto. Historically, these loss provisions have not been significant; however, if actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Goodwill and Trademarks. Goodwill and trademarks are reviewed for impairment annually, or more frequently if impairment indicators arise. Goodwill is required to be tested for impairment between the annual tests if an event occurs or circumstances change that more-likely-than-not reduce the fair value of a reporting unit below its carrying value. Intangible assets with indefinite lives are required to be tested for impairment between the annual tests if an event occurs or circumstances change indicating that the asset might be impaired. The Company believes at this time that the carrying values continue to be appropriate.

Advertising and Promotional Expenses. The Company expenses production costs of advertising the first time the advertising takes place, except for cooperative advertising costs, which are expensed when the related sales are recognized. Costs associated with obtaining shelf space (i.e. “slotting fees”) are expensed in the period in which such costs are incurred by the Company. Anytime the Company offers consideration (cash or credit) as trade advertising or promotional allowance to a purchaser of products at any point along the distribution chain, the amount is accrued and recorded as a reduction in revenue. Any marketing programs that deal directly with the consumer are recorded in selling, general and administrative expenses.

Income Taxes. The Company has been profitable since 1999; however, it experienced significant net losses in prior fiscal years resulting in a net operating loss carryforward (“NOL”) for federal income tax purposes of approximately $1.9 million at December 25, 2004. Generally accepted accounting principles require that the Company record a valuation allowance against the deferred tax asset associated with this NOL if it is “more likely than not” that the Company will not be able to utilize it to offset future taxes. The Company does not have a valuation allowance as of June 25, 2005.

The above listing is not intended to be a comprehensive list of all of the Company’s accounting policies. In many cases the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles, with no need for management’s judgment in their application. See the Company’s audited financial statements for the fiscal year ended December 25, 2004 and the notes thereto included in the Company’s Annual Report on Form 10-K with respect to such period, which contain a description of the Company’s accounting policies and other disclosures required by accounting standards generally accepted in the United States of America.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The principal market risks to which the Company is exposed that may adversely impact the Company’s results of operations and financial position are changes in certain raw material prices and interest rates. The Company has no market risk sensitive instruments held for trading purposes.

Raw materials used by the Company are exposed to the impact of changing commodity prices. The Company’s most significant raw material requirements include potatoes, potato flakes, wheat flour, corn and oil. The Company attempts to minimize the effect of future price fluctuations related to the purchase of raw materials primarily through forward purchasing to cover future manufacturing requirements, generally for periods from one to 12 months. Futures contracts are not used in combination with the forward purchasing of these raw materials. The Company’s procurement practices are intended to reduce the risk of future price increases, but also may potentially limit the ability to benefit from possible price decreases. Inflation and changing prices have not had a material impact on the Company’s net revenues and net income. Increased transportation costs, driven by higher fuel prices, could result in higher commodity costs in the future.

The Company also has interest rate risk with respect to interest expense on variable rate debt, with rates based upon changes in the prime rate. Therefore, the Company has an exposure to changes in those rates. At June 25, 2005 the Company had $901,000 of variable rate debt outstanding. A hypothetical 10% adverse change in weighted average interest rates during fiscal 2005 would have had minimal impact on both the Company’s net earnings and cash flows.

The Company’s primary concentration of credit risk is related to certain trade accounts receivable. In the normal course of business, the Company extends unsecured credit to its customers. Substantially all of the Company’s customers are distributors or retailers whose sales are concentrated in the grocery industry, throughout the United States. The Company investigates a customer’s credit worthiness before extending credit. Two customers accounted for approximately 33% of net revenues for the six months ended June 25, 2005 and for approximately 30% of the Company’s accounts receivable balance at the end of the quarter.

Item 4. Controls and Procedures (restated)

An evaluation was performed under the supervision and with the participation of the Company’s principal executive officer and principal financial officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 25, 2005. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were not effective as of June 25, 2005.

During this evaluation, the Company also identified two accounting errors relating to the period covered by this report. With respect to the quarter ended June 25, 2005, an accounting error occurred in the Company’s trade spending accrual process, which resulted in the failure to accrue for approximately $198,000 of promotional and $15,000 of advertising expenses relating to a promotional program for the Company’s Boulder Canyon Natural Foods™ brand. These expenses were incurred in the second quarter of 2005 but originally not recorded in the Company’s financial statements until the third quarter of 2005. In addition, the Company’s financial statements for the quarter ended June 25, 2005 included a $27,000 accrual for employee sick pay benefits that should not have been accrued at June 25, 2005 because the benefit had not been earned by employees at June 25, 2005. The impact on the Company’s results of operation for the quarter ended June 25, 2005, as a result of correcting for these errors, is to reduce net revenues by $198,000 or 0.8% from $23.3 million to $23.1 million, and to reduce net income by $113,000, or 7.5% from $1.5 million to $1.4 million with a corresponding change in basic and fully diluted earnings per share by $0.006, from $0.08 to $0.07.

The conclusion that the Company’s disclosure controls and procedures were not effective as of June 25, 2005, was based on the identification of a material weakness in the Company’s internal controls over financial reporting. The material weakness relates to deficiencies or inadequacies in the following specific areas: (1) execution of selected aspects of the Company’s processes and controls environment over trade spending programs to

ensure prompt notification and recording of the transactions, and (2) inadequate monitoring of product inventory levels at a single large customer. This conclusion was made by management with the input of an independent consultant engaged by the Company’s audit committee.

There was no change in the Company’s internal control over financial reporting during the quarter ended June 25, 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. However, subsequent to June 25, 2005, the Company implemented the remedial actions described below.

As reported in the Company’s Quarterly Report on Form 10-Q for the third quarter ended October 1, 2005, which is being filed at the time of filing this report, the Company took steps during the third quarter and additional steps since then to improve its internal control structure to remediate its material weakness, including (1) hiring of additional qualified and experienced people, (2) improved documentation and reporting of trade spending programs, (3) increased reporting frequency and monitoring of trade spending and the large customer’s inventory levels, and (4) enhancements to its trade spending accrual preparation and review process. The Company intends to continue to monitor and make improvements to its policies, procedures, systems and staff who have significant roles in disclosure controls and internal controls over financial reporting, to address the identified deficiencies.

The Company’s principal executive officer and principal financial officer do not expect that the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Part II. Other Information

Item 1. Legal Proceedings

The Company is periodically a party to various lawsuits arising in the ordinary course of business. Management believes, based on discussions with legal counsel, that the resolution of such lawsuits will not have a material effect on the Company’s financial position or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

(a) The annual Meeting of Shareholders of the Company (the “Meeting”) was held on May 17, 2005.

(b) Proxies for the Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. There was no solicitation in opposition to the management’s nominees as listed in the proxy statement and all of such nominees were elected.

(c) At the Meeting, the Company’s shareholders voted upon the election of seven directors of the Company. Management’s nominees were Messrs. Thomas W. Freeze, F. Phillips Giltner, III, Mark S. Howells, Eric J. Kufel, James W. Myers, Shannon Bard and Larry R. Polhill. There were no other nominees. The following are the respective numbers of votes cast “for” and “withheld” with respect to each nominee.

Name of Nominee	Votes Cast For	Votes Withheld
Shannon Bard	16,287,294	100,575
Thomas W. Freeze	16,140,444	247,425
F. Phillips Giltner, III	16,208,835	179,034
Mark S. Howells	16,264,094	123,775
Eric J. Kufel	16,134,244	253,625
James W. Myers	16,289,294	98,575
Larry R. Polhill	16,137,394	250,475

(d) At the Meeting, the Company’s shareholders voted to approve the Poore Brothers, Inc. 2005 Equity Incentive Plan. The purpose of the plan is to enable the Company to motivate, attract and retain employees and to align the personal interests of employees with the interests of stockholders of the Company through equity participation. The following are the respective number of votes cast “for”, “against” and “abstaining”:

Votes for:		9,112,761
Votes against:		1,432,048
Votes abstaining:		29,075

(e) At the Meeting, there was a shareholder proposal to recommend changing the Company’s proxy cards distributed to shareholders in connection with the annual meeting to use the terminology “against” rather than “withheld” in relation to voting on the Election of Directors. The following are the respective number of votes cast “for”, “against” and “abstaining”:

Votes for:		186,612
Votes against:		10,315,609
Votes abstaining:		71,663

Item 5. Other Information

None.

Item 6. Exhibits

(a) Exhibits:

10.1 — Summary of Director Compensation, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 4, 2005

10.2 — Agreement between Poore Brothers, Inc. and Cinnabon, Inc. entered into September 10, 2004, but becoming material in the reporting period of June 25, 2005, incorporated by reference to Exhibit 10.2 to the Company’s 10-Q filed August 8, 2005 (certain portions of this exhibit have been omitted pursuant to a confidential treatment request filed with the Securities and Exchange Commission).

31.1. — Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) *

31.2 — Certification of Chief Financial Officer and Principal Accounting Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) *

32.1 — Certification of Chief Executive Officer and Chief Financial Officer and Principal Accounting Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

*- Filed Herewith

SIGNATURES

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

	POORE BROTHERS, INC.

	By:	/s/	Thomas W. Freeze
Dated: December 1, 2005				Thomas W. Freeze
				President and Chief Executive Officer
				(principal executive officer)


	By:	/s/	Richard M. Finkbeiner
Dated: December 1, 2005				Richard M. Finkbeiner
				Senior Vice President, Chief Financial Officer,
				Treasurer and Secretary
				(principal financial and accounting officer)

Inventure Foods (SNAK) Inactive 10-Q/A2005 Q2 Quarterly report (amended)

The accompanying MD&A gives effect to the restatement of the Company’s Condensed Consolidated Financial Statements for the period covered by this report that is discussed in Note 8 to the Condensed Consolidated Financial Statements.

Results of Operations

Quarter ended June 25, 2005 (as restated) compared to the quarter ended June 26, 2004.