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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/22/08 alpha-En Corp 10KSB 12/31/06 6:1.0M Vintage/FA |
Document/Exhibit Description Pages Size 1: 10KSB Annual Report -- Small Business HTML 511K 2: EX-14.1 Code of Ethics HTML 46K 3: EX-21.1 Subsidiaries of the Registrant HTML 6K 4: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 15K 5: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 15K 6: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 9K
Part
I: Code of Business Ethics
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Integrity
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Avenue
Entertainment Group, Inc. (the “Company”) values its reputation for
integrity, honesty and fair dealing and these qualities must at all
times
characterize our business activities with customers, shareholders,
employees, vendors, suppliers and the public. Company employees shall
not
attempt to achieve results at the cost of violation of laws or regulations
or through dishonest or unethical dealings. As used throughout this
Code
of Business Ethics and Conflict of Interest and Confidential Information
Policy (the “Code”), the term “Employees” shall include all directors,
officers and employees of the Company at all levels, and the term
“family”
shall mean spouse, parents, children, siblings, grandparents,
grandchildren, mothers- and fathers-in-law, sons- and daughters-in-law,
brothers- and sisters-in-law, or any other person residing in the
employee’s home.
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Candor
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Officers
and department heads and other supervisory employees must be informed
at
all times of matters within their respective sphere of responsibility
which bear upon preserving the Company’s reputation for integrity and
honesty and fair dealing. Concealment or half-truths will not be
tolerated. Accordingly, there should be full and open communication
by all
Company employees. Likewise, there shall be no concealment of information
from the Company’s directors, executive officers, internal or independent
auditors or legal counsel.
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Proper
Accounting
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Strict
compliance with the Company’s established accounting rules and controls is
required at all times. The books of account and financial records
must
fairly reflect the transactions they record. Budget proposals, economic
evaluation for projects and the like must be prepared in good faith
and
reflect in all material respects the best judgment of the preparers.
All
assets of the Company, including all cash and bank accounts in which
the
Company funds are on deposit, and all liabilities of the Company
shall be
timely recorded in the regular books of account of the Company in
all
material respects.
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Consultants
and Agents
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All
consultants or agents retained by the Company must comply with federal,
state and local laws and regulations in the conduct of their work
on
behalf of the Company. All consultants and agents must comply with
the
policies and procedures of the Company.
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Fair
Competition
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The
Company fosters the spirit of free enterprise and fair dealing and
will
continue to comply with laws which prohibit restraint of trade, predatory
economic activities, and unfair or unethical business practices.
Under no
circumstances should Company employees enter into arrangements or
even
discuss with competitors anything concerning pricing or promotional
strategies without the prior written approval of counsel.
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Political
Contributions
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The
Company will not contribute directly or indirectly to political parties
or
candidates for office, unless through an authorized Political Action
Committee. Indirect contributions would include contributions by
the
Company or favors.
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Entertainment,
Gifts, Favors and Gratuities
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Employees
may not offer or accept entertainment or gifts that could give rise
the
appearance of a conflict between the interest of such persons and
the
Company. It is well understood that occasional invitations to lunch,
dinner and social affairs and similar minor gifts or favors are not
unusual and the offer or acceptance of such favors shall not be considered
a conflict of interest. On the other hand, gifts valued over $100.00
may
create the possibility of a conflict and should be declined.
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Expense
Reports
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All
Employees shall comply strictly with the Company’s policy on business and
travel expenses as set out in its Employee Handbook. All Employees
shall
timely complete and submit expense reports in an accurate manner
and with
appropriate receipts. All Employees shall exercise reasonableness
and
prudence when spending the Company’s money, and are not to submit expense
reports that are not actual, reasonable and necessary to carry out
the
business purposes of the Company.
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Compliance
with Laws, Regulations and Company Policies
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It
is the policy of the Company to comply strictly with all laws and
regulations, and with all Company policies. Company employees have
access
to legal advice and should always seek such advice as necessary prior
to
taking action.
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Policy
Against Harassment
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All
Employees shall comply strictly with all federal and state civil
rights,
harassment, discrimination and other employment laws and regulations,
and
are prohibited from discriminating against
any person on the basis of sex, age, race, color, religion, national
origin, disability, ancestry, marital or veteran status, or any other
legally protected status. Employees shall treat all persons with
respect
and fairness, and all relationships (whether written, oral or electronic)
shall be businesslike and free of any illegal bias, prejudice, harassment
and retaliation.
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Environment
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All
Employees shall comply strictly with all federal, state and local
laws and
regulations relating to any environmental law, which includes the
use,
storage, treatment, transportation, manufacture, refinement, handling,
production or disposal of any hazardous substance, and shall do all
things
necessary to protect human health and safety of the Company’s employees,
customers and the environment.
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Public
and Investor Relations
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Only
the Chief Executive Officer (“CEO”) or President of the Company is
authorized to communicate on behalf of the Company with shareholders,
investors, bankers, the press, broadcast media or the general public.
Any
inquiries from these sources should be promptly referred to the CEO
without further comment.
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Only
proper officers of the Company specifically designated by the CEO
or
President are authorized to enter into and/or execute contracts (whether
in writing or not) on behalf of the Company, and then only if each
contract has been approved beforehand by counsel. Except as set forth
herein, no other employee or agent of the Company has any authority
(apparent, implied or otherwise) to obligate the Company in any manner
or
to hold himself/herself out to any third party as having any such
authority.
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Discovery
of Violations
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The
CEO and President bear the ultimate responsibility for implementation
and
enforcement of this Code and all Company policies. The Senior Financial
Officer will conduct compliance audits from time to time. Discovery
of
events of a questionable, fraudulent or illegal nature which are
or may be
in violation of this Code or Company policies must be promptly reported
to
the CEO or President of the Company and/or, where warranted in the
judgment of the reporting person, the Audit Committee of the Board
of
Directors, if any.
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Reporting
Compliance with Code
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All
Employees shall affirm periodically a knowledge and understanding
of this
Code by signing and returning to the President the attached
Acknowledgement of Receipt and Compliance with this Code of Business
Ethics and the Conflict of Interest and Confidential Information
Policy.
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Part
II: Conflict of
Interest
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Purpose
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Each
Employee of the Company owes a duty of loyalty to the Company. It
is the
policy of the Company that no such person should have a conflicting
interest in any organization with which the Company does business
or is in
competition. Also, no such person should be engaged in a business
organized for profit and not affiliated with the Company in any capacity,
including as an employee, agent or consultant, when such employment
may be
contrary to the best interests of the Company. Such an interest,
regardless of whether it in fact affects the judgment or decisions
of the
individual in question, creates an unfavorable impression and may
imply
impropriety.
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Definition
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Whether
or not an interest is conflicting will depend on the particular
circumstances of each case, including the nature and relative importance,
financial or otherwise, of the interest. It would be impossible to
reduce
the policy concerning conflict of interest entirely to a series of
specific prohibitions. To do this would divert attention from a more
important objective: namely, that each “Employee” should test personal
conduct and its effect on the Company in accordance with accepted
and
recognized standards of (i) loyalty to the Company; (ii) the highest
business ethics; and (iii) the effect on the good reputation and
goodwill
enjoyed by the Company. It is the responsibilities of each “Employee” to
evaluate his/her own personal situations or acts to determine if
there may
be a need to disclose anything which may be a conflict with this
Code. The
following covers certain specific situations where conflict of interest
might occur:
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1.
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For
an Employee or any member of his or her family to have business dealings
with the Company where there is an opportunity or the perception
of an
opportunity for preferential treatment to be given or received, except
(i)
with the prior written consent of the CEO or President; or (ii) in
any
case of ownership of less than 1% of stock or other equity in a public
or
privately held company.
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2.
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For
an Employee or any member of his or her family to buy, sell or lease
any
kind of real estate, facilities, products or equipment from or to
the
Company or to any company, firm or individual who is, or is seeking
to
become, a contractor, supplier or customer, except with the prior
consent
of the CEO or President.
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3.
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For
an Employee or any member of his or her family to serve as an officer
or
director of any other company, or in any management capacity for,
or as an
agent or consultant to any individual, firm or other company doing
or
seeking to do business with the Company, except with the prior consent
of
the CEO or President.
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4.
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For
an Employee or any member of his or her family to accept from any
organizations, firms or individuals doing or seeking to do business
with
the Company: commissions; a share in profits; finder’s fees; gifts in
cash; gift certificates or other payments; loans or advances (other
than
from established banking or financial institutions); materials, services,
repairs or improvements at no cost or at unreasonably low prices;
excessive or extravagant entertainment; and gifts of merchandise
of more
than $100.00 in value.
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5.
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For
an Employee, directly or indirectly, to own or have an ownership
or
management interest in any business, firm, corporation or other
organization which is in direct or indirect competition with the
business
conducted by the Company (excluding the ownership of less than 1%
of stock
or other equity in any such organization in which the stock is quoted
and
sold on the open market).
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Part
III: Confidential
Information
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Purpose
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Each
Employee of the Company owes a duty not to disclose confidential
information of the Company (that is, information possessed by the
Company,
but not generally known to the public) without being specifically
authorized.
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Definition
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It
is a violation of this policy and the Company’s Insider Trading Policy in
its Employee Handbook for any Employee of the Company to:
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1.
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Use
or disclose to any person or entity not authorized (including employees
who do not have a need to know and third parties such as family,
friends,
investors, bankers, analysts, press, etc.), any material non-public
information or any confidential or proprietary information concerning
the
Company such as sales, earnings, financial or business forecasts,
strategic, marketing or development plans, software, codes, technical
specifications, etc., which has not been authorized for release;
and
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2.
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Buy
or sell the Company’s stock while in possession of material non-public
information and without prior clearance from counsel.
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Non-public
information will be deemed to be material if there is a substantial
likelihood that a reasonable investor would consider it important
in
making an investment decision to buy, sell or hold the Company’s
stock.
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||
Persons
who have traded on material non-public information or persons who
have
tipped others, including family and friends who may have passed on
any
such information, have been the subject for civil and criminal
proceedings. Any Employee who engaged in such illegal conduct is
also
subject to immediate termination. These obligations of confidentiality
shall survive the Employee’s termination from the Company.
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Right
to Inspect/Privacy
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The
Company reserves the right to inspect any Company mail systems, computers,
software, files or any other internal documents in electronic or
hard copy
format. Further, an employee does not have the right to privacy at
his/her
desk or work station. Any destruction of Company property, whether
tangible or intangible, including any unauthorized use, deletion,
stealing, altering, erasing, infecting or other tampering of Company
property, will result in disciplinary action, including immediate
termination.
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Part
IV: Conclusion
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Why
do we need this document?
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The
Company believes the principles underlying the Code of Business Ethics,
Conflict of Interest and Confidential Information Policy are already
well
understood, but others are restated at this time as a reminder that
undisclosed acts or conditions in conflict with the interests as
above
described may be deemed sufficient grounds for discipline and even
termination. The fact that one of the interests described above exists
does not mean necessarily that a conflict (if it exists) is significant
enough to be of practical importance. It is the Company’s policy to allow
a reasonable amount of time for the employee to correct the situation
in
order to prevent undue hardship, within the sole discretion of the
Company’s management, whose first concern must be the best interests of
the Company.
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Any
Questions?
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The
Company’s counsel is available to assist any Employee with the
interpretation of this Code or any other policies contained in the
Employee Handbook. Never hesitate to ask if you ever have any questions
about them.
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Avenue
Entertainment Group, Inc.
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Code
of Business Ethics
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Based
on my recent reading of the Company’s Code of Business Ethics, Conflict of
Interest and Confidential Information Policy consisting of 6 pages,
I
certify that I have had the opportunity to ask questions about any
personal situation I may be unclear or unsure about; that I understand
it;
and that I have at all times complied with the letter and spirit
of the
Code, except as may be disclosed on the back of this page or in the
attached page(s). Further, if future events or circumstances change
so as
to give me concern that I or another employee may be in violation
of this
Code or have a possible conflict of interest, I acknowledge that
I have an
obligation to disclose and I will promptly disclose it to the CEO
or
President of the Company.
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Print
Name
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Signature
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Social
Security Number
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Date
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RETURN
THIS PAGE ONLY TO THE COMPANY’S CEO OR
PRESIDENT
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