**EXHIBIT 14.1**

**THE INVENTURE GROUP, INC.**

**CODE OFBUSINESS CONDUCT AND ETHICS**

**Introduction:**

This Code of Business Conduct and Ethics covers a widerange of business practices and procedures. It does not cover every issue thatmay arise, but it sets out basic principles to guide all officers, directorsand Associates of the Company. You are expected to adhere to and advocate suchprinciples, as well as all other Company business conduct standards, policiesand guidelines that may be issued from time to time that are related to yourjob.

It is your right and your responsibility to obtainguidance about a business practice and/or compliance issue when you areuncertain about what action you should take and to report instances ofquestionable behavior and/or possible violations of this Code. If you know ofor are in a situation which you believe may violate or lead to a violation ofthis Code, follow the guidelines described below:

·                  **Make sure you have all the facts**.In order to reach the right solutions, we must be as fully informed aspossible.

·                  **Ask whether what you are being asked to do seemsunethical or improper**. This will enable you to focus on thespecific question you are faced with, and the alternatives that you have. Useyour judgment and common sense; if something seems unethical or improper itprobably is.

·                  **Clarify your responsibility and role**.In most situations, there is shared responsibility. It often helps to get othercolleagues involved and discuss the problem.

·                  **Discuss the problem with your supervisor**.In many cases your supervisor will be more knowledgeable about the matter andit is your supervisor’s responsibility to help solve problems.

·                  **Seek help from Company resources**.In the rare cases where it may not be appropriate to discuss an issue with yoursupervisor, or where you do not feel comfortable approaching your supervisor,discuss it with the Company’s Human Resources manager or another member ofmanagement.

·                  **Always ask first, act later**. If youare unsure of what to do in any situation, always seek guidance before you act.

If you need further guidance regarding a businesspractice or compliance issue or wish to report questionable behavior and/or apossible violation, talk to your immediate supervisor, manager, another memberof management, or the Company’s Human Resources manager. If you prefer, you maycall the Conduct Hotline at 1-866-384-4277 (English and Spanish operatorsavailable) or seek assistance online at www.ethicspoint.com. The ConductHotline is a dedicated, toll-free phone line that is available to you 24 hoursa day, 7 days a week, 365 days a year. It is operated by an externalthird-party vendor that has trained professionals to take your calls, inconfidence, and report your concerns to the appropriate person at the Company forappropriate action. Your phone calls to the Conduct Hotline may be madeanonymously.

The Company will handle all inquiries discretely andmake every effort to maintain, within the limits allowed by law, theconfidentiality of anyone reporting suspected or known violations. The Companywill not tolerate any retribution or retaliation taken against any Associatewho has, in good faith, sought out advice or has reported questionable behaviorand/or a possible violation. However, if any Associate makes a knowingly falsereport of questionable behavior and/or a possible violation for the purpose ofharming another individual, that Associate will be subject to disciplinaryaction. You will be expected to cooperate in all internal investigations ofmisconduct.

Those who violate the standards in this Code will besubject to disciplinary action, which may include, but are not limited to,counseling, oral or written reprimands, warnings, suspension without pay,reductions in salary or other compensation and termination.

Any waiver of or amendment to this Code applicable tothe Company’s principal executive officer, principal financial officer,principal accounting officer or controller, or any person performing similarfunctions will be approved by the Company’s Board of Directors and promptlydisclosed by posting such waiver or amendment, and the reasons for such waiveror amendment, on the Company’s website at www.poorebrothers.com.

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**Standards of Business Conduct:**

**1.****              Compliance with alllaws and regulatory requirements.**

It is the Company’spolicy to comply with all laws and regulations that apply to the businessconducted by the Company. You are responsible for understanding these laws andregulations as they apply to your job and for preventing, detecting, and reportinginstances of non-compliance. From time to time the Company may hold informationand training sessions to promote compliance with such laws, in which you may berequired to participate.

**2.****              Trust and respect ofcustomers, consumers, suppliers, and shareholders.**

It is the Company’spolicy to manage its business responsibly in order to maintain the confidence,respect, and trust of its customers, consumers, suppliers, shareholders, andother audiences. You are expected to establish and maintain clear, honest, andopen communications, listen carefully, and build relationships based on trust,respect, and mutual understanding as your job requires, and to be accountableand responsive to the needs of our customers, consumers, and suppliers and takeour commitments to them seriously. Suppliers must be selected in a completelyimpartial manner, on the basis of price, quality, performance and thesuitability of products and services. You should not take any action that wouldsuggest selection of a supplier on any basis other than the best interests ofthe Company or that would give anyone an improper advantage.

**3.****              Conflicts ofInterest.**

Officers,directors and Associates should wisely use and protect the assets of theCompany, including property (both physical and intellectual), supplies,consumables, and equipment, and use these assets exclusively for the Company’sbusiness purposes. Situations that conflict or appear to conflict with theinterests of the Company should be avoided. Although it is impossible to detailevery situation in which such conflicts may arise, listed below are the typesof conflicts that should be avoided:

a.               Acquiring amaterial interest in any supplier, competitor or customer of the Company;

b.              Acceptingany personal consulting or employment relationship that is or may becompetitive with the Company;

c.               Engagingin any outside business activity that is or may be competitive with any of theCompany’s businesses or interests;

d.              Acceptingany outside employment which might affect the Associate’s ability to devote theappropriate amount of time and attention to his or her duties andresponsibilities with the Company;

e.               Receivingentertainment or anything of more than nominal value, whether as a gift orotherwise, from any individual or company with which the Company has a businessrelationship, except for normal and customary business meals, gifts of nominalvalue and customary business entertainment;

f.                 Servingas an officer, director or in any other capacity for any customer, supplier orcompetitor of the Company unless approved by the Chief Executive Officer;

g.              Acceptingany loans from another business or individual if your position is one thatinteracts with, or influences, the Company’s transactions with that business orindividual;

h.              Supervising,influencing, reviewing or having influence with respect to job evaluations,compensation or benefits for any family member who is an Associate of theCompany; and

i.                  Taking personaladvantage or obtaining personal gain from an opportunity learned of ordiscovered during the course and scope of employment with the Company when thatopportunity or discovery could be of benefit or interest to the Company. Thisincludes the invention or discovery of methods, formulas, flavors or techniquesthat are related to your duties or the business of the Company or outsideopportunities in which the Company might be interested.

**4.****              Confidentiality.**

You have anethical and legal responsibility to protect the Company’s confidential andproprietary non-public information and communicate it only as necessary toconduct the Company’s business. You must not use this information for yourpersonal advantage or for non-Inventure Group business use, and must maintainthis confidentiality even after you are no longer employed by the Company.While not an exhaustive list, typical confidential and proprietary non-publicinformation includes information such as financial information, the developmentof new products, new flavors, the formula or recipe for products, new businessinitiatives, customer lists, price lists, pricing strategies, sales andpromotions and any non-public information that might be of value to the Companyor the Company’s competitors.

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**5.****              Insider Information and Securities Trading.**

In the course ofdoing business for the Company or in discussions with one of our customers,vendors, or suppliers, you may become aware of material non-public informationabout that organization. Information is considered “material” if it might beused by an investor to make a decision to trade in the public securities of theCompany. Individuals who have access to this type of information are called “insiders.”You must only discuss this information on a limited, strict “need to know”basis internally, and must not share it with anyone outside the Company. Do notbuy or sell the public securities of any company, including The InventureGroup, Inc., if you have such information, and do not share (“tip”) thisinformation with others. Because of the extremely sensitive nature of and severepenalties associated with “insider trading” and “tipping,” contact the Company’sCFO before you buy or sell public securities in situations that could be ofthis nature.

**6.****              Promotion of adiverse, cooperative, and productive work environment.**

The Companypromotes a cooperative and productive work environment by supporting thecultural and ethnic diversity of its workforce and is committed to providingequal employment opportunity to all qualified Associates and applicants. TheCompany does not unlawfully discriminate on the basis of race, color, sex,sexual orientation, religion, national origin, marital status, age, disability,or veteran status in any personnel practice, including recruitment, hiring,training, promotion, and discipline, and has specific policies in placeregarding equal employment opportunity and harassment. The Company takesallegations of harassment and unlawful discrimination seriously and willaddress all such concerns that are raised regarding this policy.

The Companypromotes a safe and clean work environment, and complies with applicable safetyand health regulations and appropriate practices. The Company has a strong anddemonstrated commitment to the improvement of society as well as thecommunities we serve and in which we operate and we encourage your support ofcharitable, civic, educational, and cultural causes. The Company also respectsthe environment and insists on compliance with all laws and regulationsregarding the use and preservation of our land, air, and water.

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