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**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

# **Washington, D.C.20549**

#  

**FORM 10-K/A**

**(Amendment No. 1)**

 

**(Mark One)**

**x****                             ****ANNUAL REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

## **For the fiscal year ended December 29, 2007**

## ** **

**o****                                ****TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thetransition period from                  to                  **

 

**CommissionFile Number: 1-14556**

 

**THEINVENTURE GROUP, INC.**

**(FORMERLYPOORE BROTHERS, INC.)**

(Exact name ofregistrant as specified in its charter)

 

| **Delaware**                     |   | **86-0786101**                        |
|----------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of |   | (I.R.S. Employer  Identification No.) |
| incorporation or  organization)  |   |                                  |

 

**5050 N.40th Street, Suite 300**

**Phoenix,Arizona 85018**

(Address ofprincipal executive offices) (Zip Code)

 

Registrant’stelephone number, including area code:  **(623) 932-6200**

 

Securitiesregistered pursuant to Section 12(b) of the Act:

 

| **Title of Class**            | ** ** | **Name of exchange on which registered** |
|-------------------------------|------------|------------------------------------------|
| Common Stock,  $.01 par value |       | Nasdaq                                   |

 

Securitiesregistered pursuant to Section 12(g) of the Act:  **None**

 

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  o   No  x

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Act.

Yes  o   No  x

 

Indicate by check markwhether the Registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the Registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.                                                        Yes  x   No  o

 

Indicateby check mark if disclosure of delinquent filers in response to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K.                                                                                  x

 

Indicate by check mark whether theRegistrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2of the Act).

 
| Large accelerated filer o |   |   |   | Accelerated filer o |   |   | Non-accelerated filer o |   | Smaller reporting company x |
|---------------------------|--------|--------|--------|---------------------|--------|--------|-------------------------|--------|-----------------------------|

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Act).  Yes  o   No  x

 

The aggregate marketvalue of the voting stock (Common Stock, $.01 par value) held by non-affiliatesof the Registrant was approximately $52.7 million based upon the closing marketprice on June 30, 2007, the last business day of the Registrant’s mostrecently completed second fiscal quarter.

 

The number of issued andoutstanding shares of Common Stock, $.01 par value, as of March 24, 2008was 20,186,213.

 

EXCHANGE ACTREPORTS AVAILABLE ON COMPANY WEBSITE

 

Under “SEC Filings” onthe “Investors” page of the Company’s website located at www.inventuregroup.net,the following filings are made available as soon as reasonably practicableafter they are electronically filed with or furnished to the Securities andExchange Commission (the “SEC”): the Company’s Annual Report on Form 10-K,Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, ProxyStatement on Schedule 14A related to the Company’s Annual Shareholders Meeting,and any amendments to those reports or statements filed or furnished pursuantto Section 13(a) or 15(d) of the Securities Exchange Act of1934.  You may also read and copy anymaterials we file with the SEC at the SEC’s Public Reference Room at 100 FStreet, NE, Washington, DC 20549.  Youmay obtain information on the operation of the Public Reference Room bycalling the SEC at 1-800-SEC-0330.  TheSEC also maintains an Internet website located at http://www.sec.gov thatcontains the information we file of furnish electronically with the SEC.

 

 

 

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**TABLE OFCONTENTS**

 
| **PART IV** |
|------------------|
|             |   |   |
| Item  15.        | Exhibits  and Financial Statement Schedules | 4 |

 

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**EXPLANATORYNOTE**

 

This Amendment on Form 10-K/A (“Amendment No. 1”)constitutes Amendment No. 1 to the Annual Report on Form 10-K for thefiscal year ended December 29, 2007 filed by The Inventure Group, Inc.(the “Company”) with the Securities and Exchange Commission on March 28,2008 (the “Annual Report”).  ThisAmendment No. 1 is being filed solely to amend the Section 302certifications appended as Exhibits 31.1 and 31.2.  Specifically, the Company is refiling thesecertifications solely to add certain required language in Statement 4 of thecertifications that was inadvertently omitted from the Company’s certificationsin the Annual Report.  Accordingly, newcertifications by the Company’s principal executive officer and principalfinancial officer that include the inadvertently omitted language are beingfiled as exhibits to this Form 10-K/A under Item 15 of Part IVhereof.

 

Except for the matter described above, this amendmentdoes not change any previously reported financial results, modify or updatedisclosures in the Annual Report, or reflect events occurring after the date ofthe filing of the Annual Report.

 

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**PART IV**

 

**Item 15.         Exhibitsand Financial Statement Schedules:**

 

(b)           Exhibits

 
| **Exhibit** | ** ** | ** **                                                                                                    |
|-------------|------------|---------------------------------------------------------------------------------------------------------------|
| **Number**  | ** ** | **Description**                                                                                               |
| 31.1        |       | Certification of Chief  Executive Officer pursuant to Rule 13a-14(a) or  Rule 15(d)-14(a). (1) |
| 31.2        |       | Certification of Chief  Financial Officer pursuant to Rule 13a-14(a) or  Rule 15(d)-14(a). (1) |

 

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(1)           Filed herewith.

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13or 15(d) of the Securities Exchange Act of 1934, the Registrant has dulycaused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.
|   |                 |                       |
|--------|----------------------|----------------------------|
| Dated: | August 11, 2008 | THE INVENTURE GROUP,  INC. |
|   |                 |                       |
|   |                 | By:                        |    /s/  Terry McDaniel |
|   |                 |                       |    Terry  McDaniel |
|   |                 |                       |    Chief  Executive Officer |

 

 

Pursuant to the requirements of theSecurities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the Registrant, in the capacities and on thedates indicated.

 

 
| **Signature**             | ** ** | **Title**                                                | ** ** | **Date**              |
|---------------------------|------------|----------------------------------------------------------|------------|-----------------------|
|                      |       |                                                     |       |                  |
| /s/ Terry  McDaniel       |       | Chief Executive  Officer and Director                    |       | August 11,  2008 |
| Terry McDaniel            |       | (Principal Executive  Officer)                           |       |                  |
|                      |       |                                                     |       |                  |
| /s/ Steve  Weinberger     |       | Chief Financial  Officer, Secretary & Treasurer |       | August 11,  2008 |
| Steve Weinberger          |       | (Principal  Financial and Accounting Officer)            |       |                  |
|                      |       |                                                     |       |                  |
| /s/ Larry R.  Polhill     |       | Chairman and  Director                                   |       | August 11,  2008 |
| Larry R. Polhill          |       |                                                     |       |                  |
|                      |       |                                                     |       |                  |
| /s/ Ashton D.  Asensio    |       | Director                                                 |       | August 11,  2008 |
| Ashton D.  Asensio        |       |                                                     |       |                  |
|                      |       |                                                     |       |                  |
| /s/ Mark S.  Howells      |       | Director                                                 |       | August 11,  2008 |
| Mark S. Howells           |       |                                                     |       |                  |
|                      |       |                                                     |       |                  |
| /s/ Macon Bryce  Edmonson |       | Director                                                 |       | August 11,  2008 |
| Macon Bryce  Edmonson     |       |                                                     |       |                  |
|                      |       |                                                     |       |                  |
| /s/ Itzhak  Reichman      |       | Director                                                 |       | August 11,  2008 |
| Itzhak Reichman           |       |                                                     |       |                  |

 

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