**EXHIBIT 14.1**

 

**THEINVENTURE GROUP, INC.CODE OF BUSINESS 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 Companyfor appropriate 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 disciplinary action.You will be expected to cooperate in all internal investigations of misconduct.

 

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.inventuregroup.net.

 

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**Standards of Business Conduct:**

 

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

 

It is the Company’s policy to comply with all laws andregulations that apply to the business conducted by the Company. You areresponsible for understanding these laws and regulations as they apply to yourjob and for preventing, detecting, and reporting instances of non-compliance.From time to time the Company may hold information and training sessions topromote compliance with such laws, in which you may be required to participate.

 

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

 

It is the Company’s policy to manage its businessresponsibly in order to maintain the confidence, respect, and trust of itscustomers, consumers, suppliers, shareholders, and other audiences. You areexpected to establish and maintain clear, honest, and open communications,listen carefully, and build relationships based on trust, respect, and mutualunderstanding as your job requires, and to be accountable and responsive to theneeds of our customers, consumers, and suppliers and take our commitments tothem seriously. Suppliers must be selected in a completely impartial manner, onthe basis of price, quality, performance and the suitability of products andservices. You should not take any action that would suggest selection of asupplier on any basis other than the best interests of the Company or thatwould give anyone an improper advantage.

 

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

 

Officers, directors and Associates should wisely useand protect the assets of the Company, including property (both physical andintellectual), supplies, consumables, and equipment, and use these assetsexclusively for the Company’s business purposes. Situations that conflict orappear to conflict with the interests of the Company should be avoided.Although it is impossible to detail every situation in which such conflicts mayarise, listed below are the types of conflicts that should be avoided:

 

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

b.              Accepting anypersonal consulting or employment relationship that is or may be competitivewith the Company;

c.               Engaging in anyoutside business activity that is or may be competitive with any of the Company’sbusinesses or interests;

d.              Accepting anyoutside 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.                 Serving as anofficer, director or in any other capacity for any customer, supplier orcompetitor of the Company unless approved by the Chief Executive Officer;

g.              Accepting any loansfrom another business or individual if your position is one that interactswith, 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 an ethical and legal responsibility toprotect the Company’s confidential and proprietary non-public information andcommunicate it only as necessary to conduct the Company’s business. You mustnot use this information for your personal advantage or for non-Inventure Groupbusiness use, and must maintain this confidentiality even after you are nolonger employed by the Company. While not an exhaustive list, typicalconfidential and proprietary non-public information includes information suchas financial information, the development of new products, new flavors, theformula or recipe for products, new business initiatives, customer lists, pricelists, pricing strategies, sales and promotions and any non-public informationthat might be of value to the Company or the Company’s competitors.

 

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

 

In the course of doing business for the Company or indiscussions with one of our customers, vendors, or suppliers, you may becomeaware of material non-public information about that organization. Informationis considered “material” if it might be used by an investor to make a decisionto trade in the public securities of the Company. Individuals who have accessto this type of information are called “insiders.” You must only discuss thisinformation on a limited, strict “need to know” basis internally, and must notshare it with anyone outside the Company. Do not buy or sell the publicsecurities of any company, including The Inventure Group, Inc., if youhave such information, and do not share (“tip”) this information with others.Because of the extremely sensitive nature of and severe penalties associatedwith “insider trading” and “tipping,” contact the Company’s CFO before you buyor sell public securities in situations that could be of this nature.

 

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

 

The Company promotes a cooperative and productive workenvironment by supporting the cultural and ethnic diversity of its workforceand is committed to providing equal employment opportunity to all qualifiedAssociates and applicants. The Company does not unlawfully discriminate on thebasis 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 hasspecific policies in place regarding equal employment opportunity andharassment. The Company takes allegations of harassment and unlawfuldiscrimination seriously and will address all such concerns that are raisedregarding this policy.

 

The Company promotes asafe and clean work environment, and complies with applicable safety and healthregulations 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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