UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Poore Brothers, Inc.
(Name of Issuer)
____________________
Common Stock
(Title of Class of Securities)
______________________________
732813100
(CUSIP Number)
______________
13G
CUSIP No. 732813100
_____________________________________________________________________________
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO.
Renaissance Capital Growth and Income Fund III, Inc. 75-2533518
_____________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
_____________________________________________________________________________
3. SEC USE ONLY
_____________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
_____________________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
_____________________________________________________________________________
5. SOLE VOTING POWER
2,016,357 shares
_____________________________________________________________________________
6. SHARED VOTING POWER
None
_____________________________________________________________________________
7. SOLE DISPOSITIVE POWER
2,016,357 shares
_____________________________________________________________________________
8. SHARED DISPOSITIVE POWER
None
_____________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,016,357 shares
_____________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not applicable
_____________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.86%
_____________________________________________________________________________
12. TYPE OF REPORTING PERSON
IV
_____________________________________________________________________________
ITEM 1.
a, b Poore Brothers, Inc.. ("Company")
3500 South Lc Cometa
Goodyear, AZ 85338
ITEM 2.
(a) Name of Person Filing
Renaissance Capital Growth and Income Fund III, Inc. ("Filer")
(b) Address of principal Business Office or, if none, Residence
8080 N. Central Expwy., Suite 210, LB 59
Dallas, TX 75206-1857
(c) Citizenship
Texas
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
75966V105
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) ______ Broker or Dealer registered under Section 15 of the Act
(b) ______ Bank as defined in section 3(a)(6) of the Act
(c) ______ Insurance Company as defined in section 3(a)(19) of the Act
(d) X Investment Company registered under section 8 of the Investment
______ Company Act
(e) ______ Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) ______ Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see section 240.13d-1(b)(1)(ii)(F)
(g) ______ Parent Holding Company, in accordance with section 240.13d-1(b)
(ii)(G)(Note: See Item 7)
(h) ______ Group, in accordance with section 240.13d-1(b)(1)(ii)(H)
ITEM 4. Ownership.
(a) Amount Beneficially Owned:
At January 1, 1999, the Filer owned a 9% Convertible Debenture in the
amount of $1,718,094, which matures May 31, 2002, convertible into
1,718,094 shares of the Company's common stock and warrants to purchase
25,000 shares of the Company's common stock on or before July 1, 2002.
On January 12, 1999, the Filer received 183,263 shares of the Company's
common stock for prepayment of interest. On November 15, 1999, the
Company converted 50% of the debentures. This transaction gives the
Filer $859,047.09 of 9% Convertible Debentures which mature December
31, 2000, convertible into 859,047 shares of common stock and 859,047
shares of the Company's common stock. At this same time for prepayment
of interest, the Company issued the Filer 30,000 shares of common stock
and a warrant to purchase 60,000 shares of the Company's common stock at
an exercise price of $1.50 per share for a term that expires July 1,
2002. Thus the Filer owns 2,016,357 shares of the Company's common
stock on a fully converted basis. All positions are convertible or
exercisable within sixty days. The Investment Advisor is Renaissance
Capital Group, Inc., which is also the Investment Manager for
Renaissance US Growth and Income Trust PLC, which owns 318,516 shares
of Poore Brothers, Inc. common stock.
(b) Percent of Class
20.86%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 2,016,357 shares
(ii) shared power to vote or to direct the vote: None
(iii) sole power to dispose or to direct the disposition of:
2,016,357 shares
(iv) shared power to dispose or to direct the disposition of: None
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:
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
ITEM 8. Identification and Classification of Members of the Group.
Not applicable.
ITEM 9. Notice of Dissolution of Group.
Not applicable.
ITEM 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purposes 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.
Date: December 10, 1999 /S/
____________________________________________________
Signature
Russell Cleveland, President and CEO
Renaissance Capital Growth and Income Fund III, Inc.
____________________________________________________
Name and Title
