SECURITIES AND EXCHANGE COMMISSION

Form 10-K

For the fiscal year ended December 28, 2003

OR

For the transition period from _______________ to _____________

Commission file number    001-13956

VENTURI PARTNERS, INC.

Five LakePointe Plaza
2709 Water Ridge Parkway, 2nd Floor
Charlotte, North Carolina 28217
(Address, including zip code, of
Registrant’s principal executive offices)

(704) 442-5100

Personnel Group of America, Inc.

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock, $.01 par value
(Title of Class)

     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 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 [  ]

     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. [  ]

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [  ] No [ X ]

     The aggregate market value of voting stock held by non-affiliates of the registrant as of June 27, 2003, computed by reference to the closing sale price on such date, was $4,963,803. (For purposes of calculating this amount only, all shareholders with more than 10% of the total voting power, all directors and all executive officers are treated as affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. This calculation reflects the 1-for-25 reverse split of the registrant’s common stock and the conversion of its outstanding Series B preferred stock, both of which occurred after June 27, 2003.) As of March 24, 2004, 6,089,938 shares of the registrant’s common stock, $.01 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

     Certain portions of the Registrant’s Annual Report to Stockholders for the fiscal year ended December 28, 2003 (the “Annual Report”) furnished to the Commission pursuant to Rule 14a-3(b) are incorporated by reference into Part II. Certain portions of the Registrant’s definitive Proxy Statement for the 2004 Annual Meeting of Stockholders to be held May 20, 2004, which Proxy Statement will be filed with the Commission pursuant to Regulation 14A are incorporated by reference into Part III.

PART I.

Item 1. Business.

     Venturi Partners, Inc. formerly known as Personnel Group of America, Inc. (the “Company” or “we”), is a leading provider of technology and staffing services to businesses and professional and government organizations. The Company is organized into two divisions, the Technology Services division (“Technology Services”) and the Staffing Services division (“Staffing Services”), and operates in strategic markets primarily in the United States. Certain financial information, including revenues, a measure of profit and total assets, is reported by segment in Note 18, “Segment Information,” to the consolidated financial statements included in Part II, Item 8 of this report. The Company’s services include information technology consulting, temporary staffing, placement of full time employees, on-site management of temporary employees and training and testing of temporary and permanent workers. We also provide technology tools for human capital management that enable our customers to automate portions or all of their hiring processes. At February 29, 2004, Venturi operated through a network of 108 offices located in major metropolitan areas throughout the United States. The Company also recently opened its first office in Canada.

     Technology Services offers information technology staffing and consulting services in a range of computer-related disciplines and technology tools for human capital management. Staffing Services offers a variety of temporary office, clerical, accounting and finance, light technical and light industrial staffing services. Each division also offers permanent placement services in a range of specialties. For the year ended December 28, 2003, Technology Services and Staffing Services represented approximately 49% and 51%, respectively, of the Company’s total revenues.

     We completed the rebranding of our operations in 2002, renaming our Technology Services operations “Venturi Technology Partners,” our Staffing Services operations “Venturi Staffing Partners” and our commercial operations that have a specialty in permanent placement services, “Venturi Career Partners.” We also recently changed our corporate name to “Venturi Partners, Inc.”

     We completed a comprehensive financial restructuring in April 2003 in which we amended and restated our revolving credit facility, issued shares of our capital stock and paid cash in exchange for approximately $109.7 million of our outstanding 5.75% Convertible Subordinated Notes due 2004 (the “5.75% Notes”) and reduced our outstanding net debt by approximately $120.0 million. See Note 2, “Comprehensive Financial Restructuring,” to the consolidated financial statements included in Part II, Item 8 of this report.

Technology Services Division

     Technology Services provides technology staffing and consulting services, as well as technology tools for human capital management, through 27 offices in 20 states in the United States and one office in Canada at February 29, 2004. Technology Services had approximately 1,940 consultants on assignment at February 29, 2004, of which approximately 425 (or 22%) were salaried employees. Of the balance (78% of the total), approximately 980 consultants were hourly employees and 535 consultants were independent contractors.

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     Service Offerings

     Technology Services provides skilled personnel, such as web developers and consultants, project managers, programmers, systems designers, software engineers, LAN administrators, systems integrators, helpdesk staff and other technology specialists, to a wide variety of clients, typically on an as-needed time and materials basis. A number of Technology Services’ offices have developed technology specialties, and have entered into alliances with packaged software and systems vendors and other technology partners to provide services necessary to install, integrate and maintain their partners’ technologies. Many Technology Services offices also provide software engineering, web design, applications development and strategic consulting services.

     Technology Services’ staffing services include providing individuals or teams of computer professionals to corporations and other organizations that need assistance with project management, analysis, systems design, programming, maintenance, testing and special technologies for short-term and long-term information technology projects. The division’s service offerings encompass a wide variety of tasks, ranging from management of all aspects of a project or the implementation of turnkey systems to the fulfillment of temporary staffing needs for technology projects.

     Selected Technology Services offices also provide complementary or stand-alone consulting services in the information technology area, typically on a time and materials basis. For example, certain offices work with clients interested in alternatives to outsourcing their internal information technology organization, as well as implementing complex systems integration solutions, and offer a range of consulting services in areas such as systems development and client/server networks that span mainframe, mid-range and desktop systems. These services are provided at the client’s site or at off-site development centers. We intend to continue expanding the consulting services component of our service offerings in Technology Services as part of our strategy to offer a full range of technology services to our clients and have recently introduced an offshore service offering, which provides a low cost alternative for certain customer projects that do not require that our consultants work at the customer’s location.

     Technology Tools and Automated Hiring Systems

     To complement our core staffing and consulting services offerings, we also offer our customers a variety of technology tools and automated hiring systems designed to streamline and automate portions or all of their human capital management processes. These tools and systems have proven particularly attractive to larger customers and to state governments and government agencies. These tools and systems include vendor management systems, a career enhancement website and internet job board, website development and hosting services and web-based employment channels.

     As the trend towards vendor management and other automated hiring systems has accelerated among larger customers in recent years, we have developed our own dedicated sales and recruiting teams that focus on sales and marketing of our own proprietary vendor management services (“VMS”) offering to our clients, which we call “vWorx.” vWorx was particularly successful in 2003, and we now have a number of larger customers using vWorx to automate the hiring processes for portions or all of their contingent workers. In 2003, we also introduced our MARS program, which is a service offering that provides recruiting services for other VMS providers that are managing similar services for their clients.

     Sales and Marketing

     Technology Services has developed a sales and marketing strategy that focuses on both national and local accounts, and is implemented in a decentralized manner through our various branch locations. At the national level, Technology Services has focused on attaining preferred vendor status at large customers to provide leverage across the practice. These accounts are typically targeted by a local Technology Services office with a presence in a specific market, and then are sold on the basis of the strength of Technology Services’ geographic presence in multiple markets. Technology Services also is supported by centralized proposal generating and vendor management systems sales departments, which assist in the development of responses to large account request for proposals and support the division’s efforts to broaden our preferred vendor relationships.

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     Local accounts are targeted and sold by account managers at the branch office level, permitting Technology Services to capitalize on the established local expertise and relationships of our branch office employees. These accounts are solicited through personal sales presentations, telephone and e-mail marketing, direct mail solicitation, referrals and advertising in a variety of local and national media. Advertisements appear in the Yellow Pages, newspapers and trade publications. Local employees are encouraged to be active in civic organizations and industry trade groups to facilitate the development of new customer relationships.

     The technology services business is affected by the timing of holidays and seasonal vacation patterns, generally resulting in lower Technology Services revenues and lower operating margins in the fourth quarter of each year.

Staffing Services Division

     At February 29, 2004, Staffing Services operated through 81 offices in 15 states. Staffing Services provides temporary personnel who perform general office and administrative services, word processing and desktop publishing, office automation, records management, production/assembly/distribution, telemarketing, finance, accounting, light technical, light industrial and other staffing services. In most of our Staffing Services markets, our light industrial and light technical business accounts for less than 25% of our total Staffing Services revenues. Some of our Staffing Services offices also provide full-time placement services.

     Operations

     Staffing Services markets its services to local and regional clients through a network of offices in large metropolitan markets throughout the United States.

     Staffing Services strives to satisfy the needs of our customers by providing customized services, such as on-site workforce management and full-time placement services. The flexibility of Staffing Services’ decentralized operations allows us to tailor our service offerings, reporting and pricing to meet local client requirements. For example, we provide some clients with customized billings, utilization reports and safety awareness and training programs.

     To meet the growing demand in the staffing services business for vendor-on-premise (“VOP”) capability, Staffing Services offers a VOP program called SourcePLUS, our customized on-site temporary personnel management system. SourcePLUS places an experienced staffing service manager at the client facility to provide complete staffing support that is customized to meet client-specific needs. This program facilitates client use of temporary personnel and allows the client to outsource a portion of their personnel responsibility to our on-site representative, who gathers and records requests for temporary jobs from client department heads and then fulfills client requirements. These Staffing Services representatives can also access Staffing Services’ systems through on-site personal computers.

     Staffing Services’s full-time placement services provide traditional staff selection and recruiting services to our clients. In addition to recruiting employees through referrals, Staffing Services places advertisements in local newspapers to recruit employees for specific positions at client companies. Staffing Services utilizes our expertise and selection methods to evaluate the applicant’s credentials. If the applicant receives and accepts a full-time position at the client, Staffing Services charges the employer a one-time fee, generally based on the annual salary of the employee.

     To maintain a consistent quality standard for all its temporary employees, Staffing Services uses a comprehensive automated system to screen and evaluate potential temporary personnel, make proper assignments and review a temporary employee’s performance. Staffing Services uses the QuestPLUS System to integrate the results of this skills testing with personal attributes and work history and automatically matches available candidates with customer requirements. Staffing Services also provides training to all division employees in sales, customer service and leadership skills.

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     Sales and Marketing

     Staffing Services has implemented a standardized business development process to target potential customers with temporary staffing needs and to maintain and expand existing customer relationships. Like Technology Services, Staffing Services has developed a sales and marketing strategy focused on both regional and local customer accounts. The sales efforts of Staffing Services are decentralized and capitalize on the division’s long-standing customer relationships and the lengthy market tenure of the division’s offices, which have been in their existing geographic markets for more than 25 years on average. Staffing Services obtains new clients primarily through active participation in requests for proposals from larger customers and personal sales presentations and referrals from other clients and supports our sales efforts with telephone and e-mail marketing, direct mail solicitation and advertising in a variety of local and national media, including the Yellow Pages, newspapers, magazines and trade publications. Staffing Services also is supported by centralized proposal generation and large account sales departments, which assist in the development of responses to large account requests for proposals and otherwise support the division’s efforts to broaden our large account base.

     Staffing Services devotes the majority of our selling efforts to the local and regional operations of a wide variety of businesses (including a number of Fortune 500 companies) and to other potential customers that it has identified as consistent users of temporary staffing services. Local and regional accounts are characterized by shorter sales cycles and higher gross margins. Staffing Services generally does not seek low margin national account agreements, but does provide services to a wide variety of customers with national and international businesses. Bids for large user accounts and the provision of services to clients with multiple location requirements are coordinated at our headquarters.

     The commercial staffing business is subject to the seasonal impact of summer and holiday employment trends. Typically, the second half of each calendar year is more heavily affected, as companies tend to increase their use of temporary personnel during this period. While the commercial staffing industry is cyclical, we believe that the broad geographic coverage of our operations and the diversity of the services we provide (including our emphasis on high-end white collar clerical workers) may partially mitigate the adverse effects of economic cycles in a single industry or geographic region.

Recruiting and Retention of Temporary Employees

     Except in the case of our MARS program, where we recruit nationally for other VMS providers, we recruit our Staffing Services temporary associates and Technology Services consultants through a decentralized recruiting program that primarily utilizes the internet and local and national advertisements. In addition, we have succeeded in recruiting qualified employees through referrals from our existing labor force. To encourage further referrals, the Technology Services and Staffing Services operations pay referral fees to employees responsible for attracting new recruits. We interview, test, check references for and evaluate the skills of applicants for temporary employment, utilizing systems and procedures developed and enhanced over the years.

     In an effort to attract a broad spectrum of qualified employees, we offer a wide variety of employment options and training programs. In addition, Technology Services operates a number of formal and informal training programs to provide our consultants with access to and training in new software applications and a diverse mix of mainframe, client/server and other computer technologies. We believe that these training initiatives have improved consultant recruitment and retention, increased the technical skills of our Technology Services’ personnel and resulted in better service for our clients.

     We provide competitive compensation packages and comprehensive benefits for our Staffing Services temporary associates and Technology Services consultants. Most of the temporary associates and Technology Services consultants are also eligible for one of our 401(k) plans.

Organizational Structure

     We operate through a network of decentralized offices using a shared services model. Although local offices retain a great deal of autonomy and flexibility with regard to issues relating to customers and employees, each also adheres to common policies and procedures and a set of best practices designed to ensure quality standards

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throughout the organization. Each office reports to a manager who is responsible for day-to-day operations and the profitability of the office. Depending on, among other things, the number of offices in a region, branch managers may report to operating company presidents or general managers, regional managers, division vice presidents or division presidents. Branch and regional managers are given a high level of autonomy in making decisions about the operations in their principal region. The compensation of branch and regional managers includes bonuses primarily based on the growth and profitability of their operations and is designed to motivate each manager to maximize revenue and profit growth each year.

Information Systems

     Because of the number of payroll and billing transactions we process every week (particularly in Staffing Services), our business is systems intensive.

     Staffing Services uses a number of automated front office systems to keep track of our customer orders and contacts and to measure the skills of the temporary employee candidates that make themselves available and to match skills with client requests. The ProficiencyPLUS program is designed to test specific computer-related skills by allowing the candidate to operate in the actual software program environment. The QuestPLUS system, which is our primary contact management system, integrates the results of our skills testing with personal attributes and work history and automatically matches available candidates with customer requirements. QuestPLUS also allows us to track the performance of our temporary employees and provide quality reports to customers that document the level of our performance.

     In Technology Services, we use similar front office systems that were developed primarily for the information technology staffing and consulting industries.

     We utilize separate paybill systems for Technology Services and Staffing Services. The paybill processing systems provide payroll processing and customer invoicing. We have also installed in all of our offices common financial and human resources systems, which support both divisions’ back office operations and our financial accounting and reporting.

Competition

     Despite significant consolidation within the United States staffing services market, the market remains highly competitive and highly fragmented and has limited barriers to entry. A number of publicly owned companies specializing in professional staffing services in the United States have greater marketing, financial and other resources than the Company.

     In the temporary staffing industry, competition generally is limited to firms with offices located within a customer’s particular local market. In most major markets, commercial staffing competitors generally include many of the publicly traded companies and, in addition, numerous regional and local full-service and specialized temporary service agencies, some of which may operate only in a single market. In Technology Services, competition is not limited by geography. Competitors for technology services include local information technology staffing and consulting firms, management and strategic consulting firms and the consulting affiliates of large accounting firms.

     Additionally, because many clients contract for their staffing services locally, competition varies from market to market. In most areas, no single company has a dominant share of the market. Many client companies use more than one staffing services company, and it is common for large clients to use several staffing services companies at the same time. However, in recent years there has been a significant increase in the number of large customers consolidating their temporary staffing purchases with a single supplier or vendor manager, or with a smaller number of preferred vendors. The trend to consolidate temporary staffing purchases has in some cases made it more difficult for us to gain business from potential customers that have already contracted to fill their staffing needs with our competitors or to retain business with customers in local markets who have signed national agreements with other providers. In other cases, we have been able to increase our volume of business with certain customers that choose to purchase staffing services primarily from us.

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     The competitive factors in obtaining and retaining clients include an understanding of client-specific job requirements, the ability to provide appropriately skilled temporary personnel at the local level in a timely manner, the monitoring of job performance quality and the price of services. The primary competitive factors in obtaining qualified candidates for temporary employment assignments are wages, responsiveness to work schedules and the number of hours of work available. Management believes that we are highly competitive in these areas due to our focus on local markets and the autonomy given to our local management.

Regulation

     Temporary employment service firms are generally subject to one or more of the following types of government regulation: (1) regulation of the employer/employee relationship between a firm and its temporary employees; (2) registration, licensing, record keeping and reporting requirements; and (3) substantive limitations on operations. Staffing services firms are the legal employers of their temporary workers (other than independent contractors) and are also governed by laws regulating the employer/employee relationship, such as tax withholding or reporting, social security or retirement, anti-discrimination and workers’ compensation.

Trademarks

     We endeavor to protect our intellectual property rights and maintain a number of trademarks, tradenames, service marks and other intellectual property rights, including several that appear in this report. We also license certain other proprietary rights in connection with our businesses. We are not currently aware of any infringing uses or other conditions that would materially and adversely affect our use of our proprietary rights.

Employees

     At February 29, 2004, we had approximately 790 permanent administrative employees. Additionally, approximately 1,405 of the information technology consultants in Technology Services were full-time salaried or hourly employees. None of our employees are covered by collective bargaining agreements. We believe that our relationships with our employees are good.

     Except for the billable consultants in Technology who are salaried employees, our billable workers are employed on an as-needed basis depending on client demand. As a result, these billable employees are paid generally only for the time they work and that we bill to our clients.

Risk Factors and Forward Looking Information

     In addition to historical information, this report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains certain statements that are forward-looking statements regarding events and financial trends that may affect the Company’s future operating results or financial position. These statements may be identified by words such as “estimate,” “forecast,” “plan,” “intend,” “believe,” “should,” “expect,” “anticipate,” or variations or negatives thereof, or by similar or comparable words or phrases. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expected in such statements. These risks and uncertainties include, but are not limited to, the following:

	•		changes in levels of unemployment and other economic conditions in the United States, or in particular regions or industries;
	•		changes or reductions in corporate information technology spending levels;
	•		our ability to maintain existing client relationships and attract new clients in the context of changing economic or competitive conditions;
	•		the impact of competitive pressures, including any change in the demand for our services, on our ability to maintain or improve our operating margins;
	•		a federal, state or local government audit of our income, payroll or other tax returns and the risk that assessments for additional taxes, penalties and interest could be levied against the Company, which could affect our liquidity;
	•		the entry of new competitors into the marketplace or expansion by existing competitors;

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	•		the Company’s success in attracting, training and retaining qualified management personnel and other staff employees;
	•		reductions in the supply of qualified candidates for temporary employment or our ability to attract qualified candidates;
	•		the possibility of the Company incurring liability for the activities of our temporary employees or for events impacting our temporary employees on clients’ premises;
	•		the risk in an uncertain economic environment of increased incidences of employment disputes, employment litigation and workers’ compensation claims;
	•		the risk that further cost cutting or restructuring activities undertaken by the Company could cause an adverse impact on certain of our operations;
	•		further economic declines that could affect our liquidity or ability to comply with our loan covenants;
	•		the risks of defaults under the Company’s credit agreements;
	•		adverse changes in credit and capital markets conditions that may affect our ability to obtain financing or refinancing on favorable terms;
	•		adverse changes to management’s periodic estimates of future cash flows that may affect our assessment of our ability to fully recover our goodwill;
	•		whether governments will impose additional regulations or licensing requirements on staffing services businesses in particular or on employer/employee relationships in general; and
	•		other matters discussed in this report and the Company’s other SEC filings.

Because long-term contracts are not a significant part of the Company’s business, future results cannot be reliably predicted by considering past trends or extrapolating past results. We undertake no obligation to update forward-looking information contained in this report.

Item 2. Properties.

     Generally, the Company’s offices are leased under leases of relatively moderate duration (typically three to five years, with options to extend) containing terms and conditions that are customary in each geographic market. Technology Services and Staffing Services offices are typically in office or industrial buildings, and occasionally in retail buildings, and our headquarters facilities and regional offices are in similar facilities.

Item 3. Legal Proceedings.

     From time to time the Company is involved in certain disputes and litigation relating to claims arising out of our operations in the ordinary course of business. Further, we are periodically subject to government audits and inspections. In the opinion of the Company’s management, matters presently pending will not, individually or in the aggregate, have a material adverse effect on the Company’s results of operations or financial condition.

Item 4. Submission of Matters to a Vote of Security Holders.

     No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

PART II.

Item 5. Market for Registrant’s Common Equity and Related Shareholder Matters.

     The Company’s common stock has traded since November 2002 on the Over the Counter Bulletin Board (the “OTC Bulletin Board”). Prior to that time, our common stock traded on the New York Stock Exchange (the “NYSE”). The NYSE delisted the common stock in February 2003. The restructuring agreement for the Company’s financial restructuring completed in April 2003 contemplates that the Company will use its best efforts to procure a new stock exchange listing for the common stock and we have recently applied to list our common stock on The NASDAQ National Market. In the meantime the common stock will continue to trade on the OTC Bulletin Board under the symbol “VPTR.OB.”

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     As of February 15, 2004, we had approximately 4,117 shareholders based on the number of holders of record and an estimate of the number of individual participants represented by securities position listings.

     The Company’s policy has been to retain earnings for use in its business and, accordingly, it has not historically paid cash dividends on the common stock. In addition, the Company’s revolving credit facility currently prohibits the payment of dividends. In the future, our Board of Directors will determine whether to pay cash dividends from time to time based on conditions existing as of the time each determination is made, including our earnings, financial condition, capital requirements, financing arrangements, the terms of our credit agreements and any other factors deemed relevant by the Board of Directors.

     The following table sets forth the high, low and closing sales prices for the common stock as reported on the New York Stock Exchange for each quarter during the fiscal year ended December 29, 2002, through November 20, 2002. It also sets forth the range of high and low bids for the common stock from November 21, 2002 through fiscal 2003 as reported by the OTC Bulletin Board. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not reflect actual transactions. Where applicable, these amounts have been adjusted to reflect the 1-for-25 reverse split of the common stock effected in August 2003.

The last reported bid price on March 15, 2004 was $12.95.

Item 6. Selected Financial Data.

     The information required by this Item is included in the Company’s Annual Report under the caption “Selected Financial Data,” which information is set forth in Exhibit 13.1 to this Form 10-K and is incorporated herein by reference.

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.

     The information required by this Item is included in the Company’s Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which information is set forth in Exhibit 13.1 to this Form 10-K and is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

     The information required by this Item is included in the Company’s Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Market Risk Disclosures,” which information is set forth in Exhibit 13.1 to this Form 10-K and is incorporated herein by reference.

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Item 8. Financial Statements and Supplementary Data.

     The information required by this Item is included in the Company’s Annual Report under the captions “Report of Independent Auditors,” “Consolidated Balance Sheets,” “Consolidated Statements of Operations,” “Consolidated Statements of Shareholders’ Equity (Deficit),” “Consolidated Statements of Cash Flows” and “Notes to Consolidated Financial Statements,” which information is set forth in Exhibit 13.1 to this Form 10-K and is incorporated herein by reference.

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

     The Company has no disagreements on accounting or financial disclosure matters with its independent public accountants to report under this Item 9.

     Item 9A. Controls and Procedures.

     Based on their evaluation as of the end of the period covered by this Form 10-K, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

     There were no changes in the Company’s internal controls over financial reporting that occurred during the Company’s fourth fiscal quarter that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.

PART III.

Item 10. Directors and Executive Officers of the Registrant.

     Information concerning our directors and officers appearing under the caption “Management Information” and information under the caption “Governance of the Company–Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement is incorporated herein by reference.

     We have adopted a written code of business conduct and ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The code is available on our Internet site at www.venturipartners.com. We intend to disclose on our Internet site any substantive changes to the code.

     Information concerning the determination by our Board of Directors that a financial expert serves on our Audit Committee, which appears under the caption “Governance of the Company–Board Committees–Audit Committee” in our Proxy Statement, is incorporated herein by reference.

Item 11. Executive Compensation.

     A description of the compensation of our executive officers is set forth under the caption “Executive Compensation” in our Proxy Statement and is incorporated herein by reference.

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

     Information appearing under the caption “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement is incorporated herein by reference.

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Equity Compensation Plan Information

     The table below contains information about the Company’s compensation plans as of December 28, 2003 under which equity securities of the Company are authorized for issuance.

(1)

This number includes 13,498 stock options still outstanding under our 1995 Equity Participation Plan (which will continue to be exercisable in accordance with their terms even though that plan was terminated in 2003) and 676,100 stock options granted under our 2003 Equity Incentive Plan.

Item 13. Certain Relationships and Related Transactions.

     The information required by this Item is included in our Proxy Statement under the caption “Governance of the Company–Certain Relationships and Related Party Transactions” and is incorporated herein by reference.

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Item 14. Principal Accountant Fees and Services.

     The information required by this Item is included in our Proxy Statement under the caption “Proposal 2–Ratification of Selection of Independent Public Accounting Firm” and is incorporated herein by reference.

PART IV.

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

a.

Documents filed as part of this report:

	(1)		The following Report of Independent Auditors and financial statements of the Company are contained in Item 8 above:
			Consolidated Financial Statements:

			Report of Independent Auditors
			Consolidated Balance Sheets as of December 28, 2003 and December 29, 2002
			Consolidated Statements of Operations for the years ended December 28, 2003, December 29, 2002 and December 30, 2001
			Consolidated Statements of Shareholders’ Equity (Deficit) for the years ended December 28, 2003, December 29, 2002 and December 30, 2001
			Consolidated Statements of Cash Flows for the years ended December 28, 2003, December 29, 2002 and December 30, 2001
			Notes to Consolidated Financial Statements

	(2)		No financial statement schedules are filed as part of this report. All financial statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, or the required information is included elsewhere in the notes to the financial statements referred to above.
	(3)		Exhibits:
			The Exhibits filed with or incorporated by reference into this annual report on Form 10-K are listed in the accompanying Exhibit Index.

	b.		Reports on Form 8-K:
			The Company furnished a report on Form 8-K on October 31, 2003, reporting on its financial results for the third quarter of 2003. It did not submit any other reports on Form 8-K during the fourth quarter.

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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 on March 24, 2004.

	VENTURI PARTNERS, INC.
	By:	/s/ Larry L. Enterline
		Larry L. Enterline
		Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the Chief Executive Officer and Chief Financial Officer of the Company, and by a majority of the Company’s Board of Directors, on March 24, 2004.

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EXHIBIT INDEX

Documents incorporated by reference to exhibits that have been filed with our reports or proxy statements under the Exchange Act are available to the public over the Internet from the SEC’s website at http://www.sec.gov. You may also read and copy any such document at the SEC’s public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549 under our SEC file number, 1-13956.

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# This Exhibit is substantially identical to Director and Officer Indemnification Agreements between the Company and each of the other members of the Company’s Board of Directors and also Mr. Hunt and Mr. Bramlett.

## This Exhibit is substantially identical to Common Stock Purchase Warrants issued by the Company on the same date to each of Bank of America, N.A. and Bank One, N.A., and to Common Stock Purchase Warrants, reflecting a transfer of a portion of such Common Stock Purchase Warrants, issued by the Company (i) as of the same date to each of Inland Partners, L.P., Links Partners L.P., MatlinPatterson Global Opportunities Partners L.P. and R2 Investments, LDC and (ii) on August 6, 2003 to Mellon HBV SPV LLC.

+ Management contract or compensatory plan required to be filed under Item 15(c) of this report and Item 601 of Regulation S-K of the Securities and Exchange Commission.

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EXHIBIT 12.1