-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 R1qvbiDBnVk77e8eDGloN/Js2C9rMBXhzwuywKucV1ughDOHPFxm9pmLL6kRyemX
 WIajZD4rL+DmmlqDgHpw0A==

<SEC-DOCUMENT>0000718332-05-000059.txt : 20051130
<SEC-HEADER>0000718332-05-000059.hdr.sgml : 20051130
<ACCEPTANCE-DATETIME>20051130171503
ACCESSION NUMBER:		0000718332-05-000059
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20051129
ITEM INFORMATION:		Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20051130
DATE AS OF CHANGE:		20051130

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PIZZA INN INC /MO/
		CENTRAL INDEX KEY:			0000718332
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-GROCERIES & RELATED PRODUCTS [5140]
		IRS NUMBER:				470654575
		STATE OF INCORPORATION:			MO
		FISCAL YEAR END:			0626

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12919
		FILM NUMBER:		051235329

	BUSINESS ADDRESS:	
		STREET 1:		3551 PLANO PARKWAY
		CITY:			THE COLONY
		STATE:			TX
		ZIP:			75056
		BUSINESS PHONE:		469-384-5000

	MAIL ADDRESS:	
		STREET 1:		3551 PLANO PARKWAY
		CITY:			THE COLONY
		STATE:			TX
		ZIP:			75056

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PANTERAS CORP
		DATE OF NAME CHANGE:	19901126

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CONCEPT DEVELOPMENT INC
		DATE OF NAME CHANGE:	19870212
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

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

Date  of  Report  (Date  of  earliest  event  reported)  NOVEMBER  30,  2005

                                 PIZZA INN, INC.
             (Exact name of registrant as specified in its charter)

          MISSOURI                    0-12919               47-0654575
   (State or other jurisdiction of incorporation) (Commission File Number) (IRS
                          Employer Identification No.)

                 3551 PLANO PARKWAY, THE COLONY, TEXAS     75056
          (Address of principal executive offices)          (Zip Code)

Registrant's  telephone  number,  including  area  code  (469)  384-5000

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions  (see  General  Instruction  A.2.  below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to  Rule  14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act  (17  CFR  240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act  (17  CFR  240.13e-4(c))

<PAGE>
ITEM  2.04     TRIGGERING  EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION  OR  AN  OBLIGATION  UNDER  AND  OFF-BALANCE  SHEET  ARRANGEMENT


     On October 19, 2005, Pizza Inn, Inc. ("Company") provided written notice to
Wells  Fargo  Bank, N.A. ("Wells Fargo") that the Company believed it had failed
to  comply with certain financial ratio covenants contained in the Third Amended
and  Restated  Loan Agreement between the Company and the Bank dated January 22,
2003  (as amended, the "Loan Agreement") as of the close of the Company's fiscal
quarter  on  September  25, 2005.  As a result, the Company believes an Event of
Default  (as  defined  in  the  Loan  Agreement)  exists.

     Upon  the  occurrence  of  an Event of Default Wells Fargo may elect, among
other  remedies,  to  terminate  the  Revolving Credit Commitment under the Loan
Agreement,  or  to  declare  all outstanding principal of and accrued and unpaid
interest  on  the Company's obligations under the Loan Agreement immediately due
and  payable.  On  November  28, 2005 Wells Fargo notified the Company that as a
result  of  the  Event  of  Default Wells Fargo would continue to make Revolving
Credit  Loans  (as  defined  in the Loan Agreement) to the Company in accordance
with  the  terms  of  the  Loan Agreement, provided that the aggregate principal
amount  of all such Revolving Credit Loans does not exceed $3,000,000 at any one
time.

     Additionally,  Wells  Fargo notified the Company that the LIBOR rate margin
and  the  Prime Rate Margin have been adjusted, effective as of October 1, 2005,
according  to  the  pricing  rate  grid  set  forth  in  the  Loan  Agreement.

ITEM  9.01     FINANCIAL  STATEMENTS  AND  EXHIBITS.

     (C)     EXHIBITS.


EXHIBIT NO.     DESCRIPTION OF EXHIBIT
- -----------     ----------------------
99.1      November 22, 2005 letter from Wells Fargo Bank (furnished herewith and
          incorporated  herein  by  reference)

<PAGE>
SIGNATURES

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

                              Pizza  Inn,  Inc.

Date:  November  30,  2005               By: /s/ Shawn M. Preator
                              Shawn  M.  Preator,  Chief  Financial  Officer






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>doc2.txt
<TEXT>
PIZZA  INN,  Inc.
November  22,  2005
Page  2





WELLS FARGO
November 22, 2005

Pizza  Inn,  Inc.
3551  Plano  Parkway
The  Colony,  Texas  75056
Attention:  Shawn  M.  Preator,  Chief  Financial  Officer

Re:     Third  Amended and Restated Loan Agreement dated as of January 22, 2003,
by  and  between  PIZZA  INN,  INC.  ("Borrower") and WELLS FARGO BANK, NATIONAL
                                       --------
ASSOCIATION  ("Lender"),  as  amended  by  First  Amendment to Third Amended and
               ------
Restated  Loan  Agreement  effective  as  of March 28, 2004, Second Amendment to
Third Amended and Restated Loan Agreement effective as of December 26, 2004, and
Third  Amendment  to  Third  Amended and Restated Loan Agreement effective as of
June  26,  2005  (said  loan  agreement as so amended is herein called the "Loan
                                                                            ----
Agreement").  All  terms used herein and not otherwise defined herein shall have
    -----
the  meanings  given  to  them  in  the  Loan  Agreement.

     This  letter  serves  as  notice  to  Borrower that Lender is in receipt of
Borrower's letter dated as of October 18, 2005 (the "Letter"), in which Borrower
                                                     ------
acknowledges  its  default in the performance and/or observance of two financial
covenants in the Loan Agreement, each constituting an Event of Default under the
Loan  Agreement.  In  the Letter, Borrower acknowledges the following two Events
of  Default:  (a)  its failure to maintain a Fixed Charge Coverage Ratio greater
than  0.90%  for the period from Closing through November 30, 2005 in accordance
with Section 12.1 of the Loan Agreement, and (b) its sustaining an aggregate net
     ------------
loss in excess of $200,000.0 for the fiscal quarter ending September 30, 2005 in
accordance with Section 12.3 of the Loan Agreement (collectively, the "Specified
                ------------                                           ---------
Events  of  Default").
- -------------------

As  a  result  of  the  Specified Events of Default, Lender has no obligation to
advance additional funds to Borrower.  Notwithstanding the foregoing, so long as
no  default  or  Event  of  Default (other than the Specified Events of Default)
occurs  under  the  Loan  Documents, Lender agrees to continue to make Revolving
Credit  Loans  to  Borrower  in  accordance with the terms of the Loan Agreement
provided  that the aggregate principal amount of all such Revolving Credit Loans
does  not  exceed  $3,000,000.00  at  any  one  time.

Furthermore,  this  letter  is to inform you that effective October 1, 2005, the
LIBOR  Rate  Margin is increased to 3.75% and the Prime Rate Margin is increased
to  1.75%  based  upon  the  Funded  Debt  Ratio  being  in excess of 5.50 to 1.

Please  be  advised  that  the notice given hereby is being made pursuant to the
terms  and  provisions of the Loan Documents and is not intended to and does not
constitute  a  waiver  of  any  of  the rights or remedies which Lender may have
pursuant  to  the  Loan  Documents.  No  failure  to  exercise  and  no delay in
exercising,  on the part of Lender shall operate as a waiver of any rights which
Lender  may  have  pursuant  to  the  terms of the Loan Documents.  Further, any
reference  by  the  Lender  of  any  defaults  mentioned  herein shall in no way
constitute,  or  be construed to be, a waiver of any other default which may now
exist  or  hereafter  arise  under  the  Loan  Documents.

Notwithstanding any previous actions or inactions by the Lender to the contrary,
if  any,  you  are hereby notified that Lender requires a strict compliance with
the terms and conditions of the Loan Documents and Lender does not in any manner
waive  any  rights  or  remedies available against Borrower pursuant to the Loan
Agreement,  the  other  Loan  Documents  or  applicable  law.

Please  be  advised  that  no  statement  contained  in this letter or any other
communication  between  Lender  and  Borrower  shall  be  deemed a waiver of any
default  then  existing  under the terms of the Loan Agreement or any other Loan
Document.  Lender  expressly  reserves  any  rights,  privileges  and  remedies
available  to  it  under  the  Loan  Agreement  and  the other Loan Documents in
connection  with any default referenced above, and no failure to exercise and no
delay  on the part of Lender in exercising any right under the Loan Agreement or
any  other Loan Document shall operate as a waiver thereof, nor shall any single
or partial exercise of any right preclude any other or further exercise thereof,
or  the  exercise  of  any  other right.  No waiver of any provision of the Loan
Agreement or any other Loan Document shall be effective unless the same shall be
in  writing  and  signed  by  Lender,  and  then such waiver or consent shall be
effective  only in the specific instance to which it relates and for the purpose
for  which  it  is given.  The rights provided for in the Loan Agreement and the
other  Loan  Documents  are  cumulative  and not intended to be exclusive of any
other  right given hereunder or now or hereafter existing at law or in equity or
by  statute  or  otherwise.

                            Very  truly  yours,

                            WELLS  FARGO  BANK,  NATIONAL  ASSOCIATION


                        By: /s/ Jay W. Denny
                      Name:     Jay W. Denny
                     Title:     Senior Vice President





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
