Annual Report — Small Business — Form 10-KSB Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10KSB 2007 Annual Year End Report HTML 419K
2: EX-10.1 Employment Agreement Dated January 1, 2008 Between HTML 49K
Immunobiotics, Inc. and Thomas P .Lahey
(2)
3: EX-14.1 Code of Ethics HTML 32K
4: EX-31.1 Certification of Chief Executive Officer Pursuant HTML 12K
to Rule 13A-14(A)/15D-14(A)
5: EX-31.2 Certification of Chief Financial Officer Pursuant HTML 12K
to Rule 13A-14(A)/15D-14(A)
6: EX-32.1 Certification of Chief Executive Officer Pursuant HTML 9K
to Section 1350 of the Sarbanes-Oxley
Act of 2002.
7: EX-32.2 Certification of Chief Financial Officer Pursuant HTML 10K
to Section 1350 of the Sarbanes-Oxley
Act of 2002.
The Board of Directors of
ImmunoBiotics, Inc., a Florida corporation (the “Company”) has adopted this Code
of Conduct and Ethics to:
!
promote
honest and ethical conduct, including fair dealing and the ethical
handling of conflicts of
interest;
!
promote
full, fair, accurate, timely and understandable
disclosure;
!
promote
compliance with applicable laws and governmental rules and
regulations;
!
ensure
the protection of the Company’s legitimate business interests, including
corporate opportunities, assets and confidential information;
and
!
deter
wrongdoing.
All
directors, officers and employees of the Company are expected to be familiar
with this Code and to adhere to those principles and procedures set forth in
this Code that apply to them.
For
purposes of this Code, the “Code of Ethics Contact Person” is the Chairperson of
the Board of Directors.
From time
to time, the Company may waive some provisions of this Code. Any waiver for
executive officers or directors of the Company, however, may be made only by the
Board of Directors and must be promptly disclosed if required by the
listing requirements of any exchange on which the Company’s shares of stock are
listed.
I.
Honest and Candid Conduct
Each
director, officer and employee owes a duty to the Company to act with integrity.
Integrity requires, among other things, being honest and candid. Deceit and
subordination of principle are inconsistent with integrity.
Each
director, officer and employee must:
!
Act
with integrity, including being honest and candid while still maintaining
the confidentiality of information where required or consistent with the
Company’s policies;
!
Observe
both the form and spirit of laws and governmental rules and regulations,
accounting standards and Company policies;
and
!
Adhere
to a high standard of business
ethics.
II.
Conflicts of Interest
A
“conflict of interest” occurs when an individual’s private interest interferes
or appears to interfere with the interests of the Company. A conflict of
interest can arise when a director, officer or employee takes actions or has
interests that may make it difficult to perform his or her Company work
objectively and effectively. For example, a conflict of interest would arise if
a director, officer or employee, or a member of his or her family, receives
improper personal benefits as a result of his or her position in the Company.
Any material transaction or relationship that could reasonably be expected to
give rise to a conflict of interest should be discussed with the Code of Ethics
Contact Person.
In
particular, clear conflict of interest situations involving directors, executive
officers and other employees who occupy supervisory positions or who have
discretionary authority in dealing with third parties may include the
following:
!
any
significant ownership interest in any supplier or
customer;
!
any
consulting or employment relationship with any supplier, customer or
competitor;
!
any
outside business activity that detracts from an individual’s ability to
devote appropriate time and attention to his or her responsibilities with
the Company;
!
the
receipt of non-nominal gifts or excessive entertainment from any company
with which the Company has current or prospective business
dealings;
!
being
in the position of supervising, reviewing or having any influence on the
job evaluation, pay or benefit of any immediate family member;
and
!
selling
anything to the Company or buying anything from the Company, except on the
same terms and conditions as unrelated third parties are permitted to so
purchase or sell.
Such
situations, if material, should always be discussed with the Code of Ethics
Contact Person.
Service
to the Company should never be subordinated to personal gain and advantage.
Conflicts of interest should, whenever possible, be avoided. Anything that would
present a conflict for a director, officer or employee would likely also present
a conflict if it is related to a member of his or her family.
2
III.
Disclosure
Each
director, officer or employee involved in the Company’s disclosure process is
required to be familiar with and comply with the Company’s disclosure controls
and procedures and internal control over financial reporting, to the extent
relevant to his or her area of responsibility, so that the Company’s public
reports and documents filed with the Securities and Exchange Commission (“SEC”)
comply in all material respects with the applicable federal securities laws and
SEC rules. In addition, each such person having direct or supervisory
authority regarding these SEC filings or the Company’s other public
communications concerning its general business, results, financial condition and
prospects should, to the extent appropriate within his or her area of
responsibility, consult with other Company officers and employees and take other
appropriate steps regarding these disclosures with the goal of making full,
fair, accurate, timely and understandable disclosure.
Each
director, officer or employee who is involved in the Company’s disclosure
process must:
!
Familiarize
himself or herself with the disclosure requirements applicable to the
Company as well as the business and financial operations of the
Company.
!
Not
knowingly misrepresent, or cause others to misrepresent, facts about the
Company to others, whether within or outside the Company, including to the
Company’s independent auditors, governmental regulators and
self-regulatory organizations.
!
Properly
review and critically analyze proposed disclosure for accuracy and
completeness (or, where appropriate, delegate this task to
others).
IV.
Compliance
It is the
Company’s policy to comply with all applicable laws, rules and
regulations. It is the personal responsibility of each employee,
officer and director to adhere to the standards and restrictions imposed by
those laws, rules and regulations.
It is
against Company policy and in many circumstances illegal for a director, officer
or employee to profit from undisclosed information relating to the Company or
any other company. Any director, officer or employee may not purchase
or sell any of the Company’s securities while in possession of material
nonpublic information relating to the Company. Also, any director,
officer or employee may not purchase or sell securities of any other company
while in possession of any material nonpublic information relating to that
company.
3
Any director,
officer or employee who is uncertain about the legal rules involving a purchase
or sale of any Company securities or any securities in companies that he or she
is familiar with by virtue of his or her work for the Company, should consult
with the Company’s Code of Ethics Contact Person.
V.
Reporting and Accountability
The Board
of Directors is responsible for applying this Code to specific situations in
which questions are presented to it and has the authority to interpret this Code
in any particular situation. Any director, officer or employee who
becomes aware of any existing or potential violation of this Code is required to
notify the Code of Ethics Contact Person promptly. Failure to do so
itself is a violation of this Code.
Any
questions relating to how this Code should be interpreted or applied should be
addressed to the Code of Ethics Contact Person. A director, officer
or employee who is unsure of whether a situation violates this Code should
discuss the situation with the Code of Ethics Contact Person to prevent possible
misunderstandings and embarrassment at a later date.
Each
director, officer or employee must:
!
Notify
the Code of Ethics Contact Person promptly of any existing or potential
violation of this Code.
!
Not
retaliate against any other director, officer or employee for reports of
potential violations that are made in good
faith.
The Board
of Directors shall take all action they consider appropriate to investigate any
violations reported to them. If a violation has occurred, the Company
will take such disciplinary or preventive action as it deems
appropriate.
VI.
Corporate Opportunities
Directors,
officers and employees owe a duty to the Company to advance the Company’s
business interests when the opportunity to do so arises. Directors,
officers, and employees are prohibited from taking (or directing to a third
party) a business opportunity that is discovered through the use of corporate
property, information or position, unless the Company has already been offered
the opportunity and turned it down. More generally, directors,
officers and employees are prohibited from using corporate property, information
or position for personal gain and from competing with the Company.
Sometimes
the line between personal and Company benefits is difficult to draw, and
sometimes there are both personal and Company benefits in certain
activities. Directors, officers and employees who intend to make use
of Company property or services in a manner not solely for the benefit of the
Company should consult beforehand with the Code of Ethics Contact
Person.
4
VII.
Confidentiality
In
carrying out the Company’s business, directors, officers and employees often
learn confidential or proprietary information about the Company, its customers,
and suppliers. Directors, officers and employees must maintain the
confidentiality of all information so entrusted to them, except when disclosure
is authorized or legally mandated. Confidential or proprietary
information of the Company, and of other companies, includes any non-public
information that would be harmful to the relevant company or useful or helpful
to competitors if disclosed.
VIII.
Fair Dealing
We have a
history of succeeding through honest business competition. We do not
seek competitive advantages through illegal or unethical business
practices. Each director, officer and employee should endeavor to
deal fairly with the Company’s customers, service providers, suppliers,
competitors and employees. No director, officer or employee should
take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any unfair
dealing practice.
IX.
Protection and Proper Use of Company Assets
All
directors, officers and employees should protect the Company’s assets and ensure
their efficient use. All Company assets should be used only for
legitimate business purposes.
