Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB Annual Report -- Small Business 35 175K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 6 25K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 21 109K
4: EX-4.1 Instrument Defining the Rights of Security Holders HTML 5K
5: EX-10.3 Material Contract 36 123K
6: EX-14.1 Code of Ethics 2 10K
7: EX-21.1 Subsidiaries of the Registrant 1 5K
8: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) 2± 10K
9: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) 2± 10K
10: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) 1 7K
11: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) 1 7K
EX-14.1 — Code of Ethics
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EXHIBIT 14.1
B&D FOOD CORP.
CODE OF ETHICS
It is the policy of B&D Food Corp. (the "Company") that the Company's Chief
Executive Officer, Chief Financial Officer, principal accounting officer, and
controller (or persons performing similar functions) adhere to, advocate and
promote the following principles:
o Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o Full, fair, accurate, timely, and understandable disclosure in
reports and documents that the Company files with, or submits to,
the Securities and Exchange Commission and other public
communications made by the Company;
o Compliance with laws, rules and regulations applicable to the
Company; and
o The prompt internal reporting of violations of this Code
Reporting and Treatment of Violations
Persons who become aware of suspected violations of this Code should report such
suspected violations promptly to the Company's Board of Directors. To assist in
the response to, or the investigation of, the alleged violation, the report
should contain as much specific information as possible to allow for proper
assessment of the nature, extent and urgency of the alleged violation. Without
limiting the foregoing, the report should, to the extent possible, contain the
following information:
o The alleged event, matter, or issue that is the subject of the
alleged violation;
o The name of each person involved;
o If the alleged violation involves a specific event or events, the
approximate date and location of each event; and
o Any additional information, documentation, or other evidence
available relating to the alleged violation.
The Board of Directors shall have the power to monitor, investigate, make
determinations and take action with respect to violations of this Code. In
determining whether a violation of this Code has occurred, the Board of
Directors may take into account:
o The nature and severity of the violation;
o Whether the violation was a single occurrence or involved repeated
occurrences;
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o Whether the violation appears to have been intentional or
inadvertent;
o Whether the person in question had been advised prior to the
violation as to the proper course of action;
o Whether the person in question had committed other violations in the
past; and
o Such other facts and circumstances as the Board of Directors shall
deem advisable in the context of the alleged violation.
Consequences of Violations
If a violation is substantiated, the Board of Directors may impose such
sanctions or take such actions as it deems appropriate, including, but not
limited to, the following:
o Disciplinary action (including censure, re-assignment, demotion,
suspension, or termination);
o Pursuit of any and all remedies available to the Company for any
damages or harm resulting from a violation, including injunctive
relief; and
o Referral of matters to appropriate legal or regulatory authorities
for investigation and prosecution.
Requests for Waivers and Changes in Code
A waiver of a provision of this Code shall be requested whenever there is
reasonable likelihood that a contemplated action will violate the Code. Any
waiver (including an implicit waiver) that constitutes a material departure from
a provision of this Code shall be publicly disclosed on a timely basis, to the
extent required by applicable rules and regulations of the Securities and
Exchange Commission. In addition, any amendments to this Code (other than
technical, administrative or other non-substantive amendments) shall be publicly
disclosed on a timely basis, to the extent required by applicable rules and
regulations of the Securities and Exchange Commission.
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