UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 29, 2007
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: 1-14556
THE INVENTURE GROUP, INC.
(FORMERLY POORE BROTHERS, INC.)
(Exact name of registrant as specified in its charter)
Delaware |
| 86-0786101 |
(State or other jurisdiction of |
| (I.R.S. Employer Identification No.) |
incorporation or organization) |
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5050 N. 40th Street, Suite 300
Phoenix, Arizona 85018
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (623) 932-6200
Securities registered pursuant to Section 12(b) of the Act:
Title of Class |
| Name of exchange on which registered |
Common Stock, $.01 par value |
| Nasdaq |
Securities registered pursuant to Section 12(g) of the Act: None
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 Section 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 in response 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, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Act).
Large accelerated filer o |
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| Accelerated filer o |
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| Non-accelerated filer o |
| Smaller reporting company 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 stock (Common Stock, $.01 par value) held by non-affiliates of the Registrant was approximately $52.7 million based upon the closing market price on June 30, 2007, the last business day of the Registrant’s most recently completed second fiscal quarter.
The number of issued and outstanding shares of Common Stock, $.01 par value, as of March 24, 2008 was 20,186,213.
EXCHANGE ACT REPORTS AVAILABLE ON COMPANY WEBSITE
Under “SEC Filings” on the “Investors” page of the Company’s website located at www.inventuregroup.net, the following filings are made available as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”): the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement on Schedule 14A related to the Company’s Annual Shareholders Meeting, and any amendments to those reports or statements filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. You may also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website located at http://www.sec.gov that contains the information we file of furnish electronically with the SEC.
EXPLANATORY NOTE
This Amendment on Form 10-K/A (“Amendment No. 1”) constitutes Amendment No. 1 to the Annual Report on Form 10-K for the fiscal 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”). This Amendment No. 1 is being filed solely to amend the Section 302 certifications appended as Exhibits 31.1 and 31.2. Specifically, the Company is refiling these certifications solely to add certain required language in Statement 4 of the certifications that was inadvertently omitted from the Company’s certifications in the Annual Report. Accordingly, new certifications by the Company’s principal executive officer and principal financial officer that include the inadvertently omitted language are being filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.
Except for the matter described above, this amendment does not change any previously reported financial results, modify or update disclosures in the Annual Report, or reflect events occurring after the date of the filing of the Annual Report.
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Item 15. Exhibits and Financial Statement Schedules:
(b) Exhibits
Exhibit |
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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) |
(1) Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Dated: | August 11, 2008 | THE INVENTURE GROUP, INC. | |
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| By: | /s/ Terry McDaniel |
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| Terry McDaniel |
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| Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
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/s/ Terry McDaniel |
| Chief Executive Officer and Director |
| August 11, 2008 |
Terry McDaniel |
| (Principal Executive Officer) |
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/s/ Steve Weinberger |
| Chief Financial Officer, Secretary & Treasurer |
| August 11, 2008 |
Steve Weinberger |
| (Principal Financial and Accounting Officer) |
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/s/ Larry R. Polhill |
| Chairman and Director |
| August 11, 2008 |
Larry R. Polhill |
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/s/ Ashton D. Asensio |
| Director |
| August 11, 2008 |
Ashton D. Asensio |
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/s/ Mark S. Howells |
| Director |
| August 11, 2008 |
Mark S. Howells |
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/s/ Macon Bryce Edmonson |
| Director |
| August 11, 2008 |
Macon Bryce Edmonson |
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/s/ Itzhak Reichman |
| Director |
| August 11, 2008 |
Itzhak Reichman |
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