d1351588_13g-a.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.______2______)*


Jones Soda Co.
(Name of Issuer)


Common Stock, no par value
(Title of Class of Securities)


48023P106
(CUSIP Number)


December 31, 2012
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[X]  Rule 13d-1(b)

[_]  Rule 13d-1(c)

[_]  Rule 13d-1(d)

__________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)
 

 
 
 


 
CUSIP No
48023P106
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Archon Capital Management LLC
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [_]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Washington
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
1,690,212
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
1,690,212
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,690,212
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
4.39%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
     
 
OO, IA
  

 
 
 


CUSIP No
48023P106
    

     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Constantinos Christofilis
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [_]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
United States
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
1,690,212
  
     
7.
SOLE DISPOSITIVE POWER
 
  
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
1,690,212
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,690,212
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
4.39%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
     
 
IN
  

 
 
 


CUSIP No
48023P106
    
       
Item 1.
(a).
Name of Issuer:
  
       
   
Jones Soda Co.
  
       
 
(b).
Address of issuer's principal executive offices:
  
       
   
1000 First Avenue South, Suite 100
Seattle, Washington  98134
  
       
       
Item 2.
(a).
Name of person filing:
  
       
   
Archon Capital Management LLC
Constantinos Christofilis
  
       
 
(b).
Address of principal business office, or if none, residence:
  
       
   
Archon Capital Management LLC
1301 Fifth Avenue, Suite 3008
Seattle, Washington 98101-2662
 
Constantinos Christofilis
c/o Archon Capital Management LLC
1301 Fifth Avenue, Suite 3008
Seattle, Washington 98101-2662
  
       
 
(c).
Citizenship:
  
       
   
Archon Capital Management LLC – Washington
Constantinos Christofilis – United States
  
       
 
(d).
Title of class of securities:
  
       
   
Common Stock, no par value
  
       
 
(e).
CUSIP No.:
  
       
   
48023P106
  

       
Item 3.
  
If this Statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
  
       
 
(a)
[_]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
       
 
(b)
[_]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
 
(c)
[_]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
 
(d)
[_]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
 
(e)
[X]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
       
 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
       
 
(g)
[X]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 
 
 


       
 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
       
 
(i)
[_]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
 
(j)
[_]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
       
 
(k)
[_]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.
Ownership.
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   
 
(a)
Amount beneficially owned:
     
   
Archon Capital Management LLC: 1,690,212
Constantinos Christofilis: 1,690,212
     
 
(b)
Percent of class:
     
   
Archon Capital Management LLC: 4.39%
Constantinos Christofilis: 4.39%
     
 
(c)
Number of shares as to which Archon Capital Management LLC has:
     
   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,690,212
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,690,212
.

     
   
Number of shares as to which Constantinos Christofilis has:
     
   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,690,212
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,690,212
.

 
Instruction:  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
   

Item 5.
Ownership of Five Percent or Less of a Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
   
   
   

 
 
 


Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.
   
 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
   
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
 
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
   
   
Item 8.
Identification and Classification of Members of the Group.
   
 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
 
   

Item 9.
Notice of Dissolution of Group.
   
 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
   
   
Item 10.
Certification.

   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 



 
 
 


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
February 14, 2013
 
(Date)
   
 
ARCHON CAPITAL MANAGEMENT LLC*
   
 
By:
/s/ Constantinos Christofilis
 
Name:
Constantinos Christofilis
 
Title:
Managing Member
   
   
 
CONSTANTINOS CHRISTOFILIS*
   
 
/s/ Constantinos Christofilis
   


*The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of their pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
 
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 

 

 
 
 

Exhibit A
 
AGREEMENT
 
The undersigned agree that this Schedule 13G/A dated February 14, 2013 relating to the Common Stock, no par value, of Jones Soda Co., shall be filed on behalf of the undersigned.
 
 
ARCHON CAPITAL MANAGEMENT LLC
   
 
By:
/s/ Constantinos Christofilis
 
Name:
Constantinos Christofilis
 
Title:
Managing Member
   
   
 
CONSTANTINOS CHRISTOFILIS
   
 
/s/ Constantinos Christofilis
   


 




SK 26015 0002 1351588