Ronco 10-K/A 2006 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 4)

x Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended June 30, 2006

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________________ to ______________________.

Commission file number 0-27471

RONCO CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	84-1148206
State or other jurisdiction of	(I.R.S. Employer
incorporation or organization	Identification No.)

61 Moreland Road, Simi Valley, California 93065

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (805) 433-1030

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.00001 per share

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

Yes   o           No    x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes   o           No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   x           No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.

Large Accelerated Filer   o             Accelerated Filer   o              Non-accelerated Filer   x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes   o          No  x

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $12,654,210 .

At September 30, 2006, the issuer had 2,591,605 shares of common stock, par value $.00001 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

Explanatory Note

This Amendment No. 4 to Form 10-K is being filed to correct a typographical error contained on the signature page for the filing of the Registrant’s Form 10-K/A (Amendment No.3). As filed, the signature page to the Form 10-K/A (Amendment No.3) inadvertently included the conformed signature of Mr. Richard F. Allen, Sr., one of the former members of the Registrant’s board of directors. However, Mr. Richard F. Allen, Sr., did not sign the Form 10-K/A (Amendment No. 3). The Registrant is filing this Amendment No. 4 solely for the purpose of filing a corrected signature page.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 21, 2007
	RONCO CORPORATION
By:	/s/ Paul Kabashima
	Paul Kabashima . Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ronald C. Stone	Chief Financial Officer	February 21, 2007
Ronald C. Stone
/s/ John S. Reiland	Director	February 21, 2007
John S. Reiland
/s/ Thomas J. Lycos, Jr.	Director	February 21, 2007
Thomas J. Lycos, Jr.
/s/ Harold D. Kahn	Director	February 21, 2007
Harold D. Kahn

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated May 20, 2005, among Ronco Corporation (fka Fi-Tek VII, Inc.), the "FTK Insiders", Ronco Acquisition Corporation and Ronco Marketing Corporation.(4)
2.2	Asset Purchase Agreement dated December 10, 2004, as amended, among Ronco Marketing Corporation and Ronco Inventions, LLC, Popeil Inventions, Inc., RP Productions, Inc., RMP Family Trust and Ronald M. Popeil.(4)
3.1(i)	Certificate of Incorporation of Ronco Corporation (fka Fi-Tek VII, Inc.), as amended.(4)
3.1(ii)	Bylaws of Ronco Corporation (fka Fi-Tek VII, Inc.). (4)
4.1	Certificate of Designation of Powers, Preferences and Rights of the Series A Convertible Preferred Stock of Ronco Corporation. (4)
4.1.1	Amended and Restated Designation of Powers.(5)
4.2	Warrant between Ronco Corporation and Sanders Morris Harris Inc. (3)
4.3	Form of Registration Rights Agreement between Ronco Corporation, the parties set forth on the signature page and Exhibit A thereto and other stockholders of the Company. (1)
10.1	Promissory Note dated June 30, 2005 between Ronco Marketing Corporation and Ronco Inventions, LLC. (5)
10.2	Lock-Up Agreement for Copper Beech Equity Partners dated June 29, 2005. (4)
10.3	Lock-Up Agreement for Content Holding LLC dated June 28, 2005.(4)
10.4	Assignment and Assumption Agreement dated June 30, 2005, between Ronco Marketing Corporation and Ronald M. Popeil. (4)
10.5	Promissory Note dated June 30, 2005 between Ronco Marketing Corporation and Popeil Inventions, Inc. (5)
10.6	Consulting and Advisory Services Agreement dated June 30, 2005 between Ronco Marketing Corporation and Ronald M. Popeil. (4)
10.7	Trademark Co-Existence Agreement dated June 30, 2005 between Ronco Marketing Corporation and Ronald M. Popeil. (4)
10.8	New Product Development Agreement dated June 30, 2005 by and among Ronald M. Popeil and Ronco Marketing Corporation. (5)
10.9	Placement Agent Agreement dated May 26, 2005, between Ronco Marketing Corporation and Sanders Morris Harris. (4)
10.10	Advisory Agreement dated May 20, 2005, between Ronco Marketing Corporation and Copper Beech LLC, Copperfield Equity Partners LLC, Coll International LLC, and Content Holding LLC. (4)
10.11	Revolving Line of Credit Note dated September 20, 2005 between Ronco Corporation and Wells Fargo Bank, National Association. (5)
10.12	Securities Agreement Securities Account dated September 20, 2005 between Ronco Corporation and Wells Fargo Bank National Association. (5)
10.13	Employment Agreement between Ronco Corporation and Richard F. Allen, Sr. (4)
10.14	Employment Agreement between Ronco Corporation and Evan J. Warshawsky. (4)

10.15	Restricted Stock Purchase Agreement between Ronco Corporation and Richard F. Allen, Sr. dated June 28, 2005. (4)*
10.16	Restricted Stock Purchase Agreement between Ronco Corporation and Evan Warshawsky dated June 29, 2005. (4)*

10.17	Purchase and Sale Agreement by and between Prestige Capital Corporation and Ronco Corporation dated as of October 25, 2005 (2)
10.18	Restricted Stock Purchase Agreement between Ronco Corporation and Gilbert Azafrani dated June 28, 2005. (4)*
10.19	Letter Loan Agreement dated June 9, 2006 between Ronco Corporation and Sanders Morris Harris, Inc. (5)
10.20	Subordinated Promissory Note dated June 9, 2006 issued to Sanders Morris Harris, Inc. in the principal amount of $1,500,000 (5)
10.21	Security Agreement dated June 9, 2006 by Ronco Corporation in favor of Sanders Morris Harris, Inc. (5)
10.22	Assignment of Life Insurance Policy dated June 9, 2006 by Ronco Corporation in favor of Sanders Morris Harris, Inc. (5)
14.1	Code of Business Conduct and Ethics (4)
21.1	Subsidiaries of Ronco Corporation (4)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (6)
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (6)
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act (6)
32.2	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act (6)

(1) Incorporated by reference from Exhibits 10.10 to Form 8-K filed July 1, 2005.

(2) Incorporated by reference from Exhibit 10.1 to Form 8-K filed October 31, 2005.

(3) Incorporated by reference from exhibit 10.11 to the Form 10-K filed on November 4, 2005.

(4) Incorporated by reference from the corresponding exhibit to the Form 10-K filed on November 4, 2005.

(5)	Incorporated by reference from the corresponding exhibits to the Form 10-K filed on November 4, 2006.
(6)	Filed herewith.

* Management Compensation Plan or Arrangements