Surge Global Energy, Inc. – ‘10KSB’ for 12/31/03 – EX-14.1

On:  Wednesday, 4/14/04, at 1:11pm ET   ·   For:  12/31/03   ·   Accession #:  1019687-4-797   ·   File #:  0-24269

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Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       50    312K 
 2: EX-14.1     Material Foreign Patent                                2±    12K 
 3: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)     2±     9K 
 4: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)     1      6K 

EX-14.1   —   Material Foreign Patent
Exhibit Table of Contents

EX-14.1
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EXHIBIT 14.1

CODE OF ETHICS                                                                  
THE HAVANA GROUP, INC.

Introduction                                                                    

This Code of Ethics (the "Code") embodies the commitment of The Havana Group,   
Inc. and our subsidiaries to conduct our business in accordance with all        
applicable laws, rules and regulations and the highest ethical standards. All   
Senior Financial Officers (as hereinafter defined) are expected to adhere to the
principles and procedures set forth in this Code. For purposes of Section 406 of
the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, this Code  
shall be our code of ethics for our principal executive officer, principal      
financial officer, principal accounting officer or controller, or persons       
performing similar functions (collectively, "Senior Financial Officers"). This  
Code is separate and apart from, and in addition to, any policies our company   
may have in effect, from time to time, relating to our employees, officers and  
Board of Directors.                                                             

A. Code Compliance and Reporting                                                

Our Senior Financial Officers should strive to identify and raise potential     
issues before they lead to problems, and should ask about the application of    
this Code whenever in doubt. Any Senior Financial Officer who becomes aware of  
any existing or potential violation of this Code should promptly notify the     
Audit Committee of our Board of Directors (see Appendix A attached hereto for   
contact information) (we refer to such contacts as the "Appropriate Ethics      
Contact"). We will take such disciplinary or preventive action as we deem       
appropriate to address any existing or potential violation of this Code brought 
to our attention.                                                               

Any questions relating to how these policies should be interpreted or applied   
should be addressed to the Appropriate Ethics Contact.                          

B. Personal Conflicts of Interest                                               

A "personal conflict of interest" occurs when an individual's private interest  
improperly interferes with the interests of the company. Personal conflicts of  
interest, whether actual or apparent, are prohibited as a matter of company     
policy, unless they have been approved or waived by the company. In particular, 
a Senior Financial Officer must never use or attempt to use his or her position 
at the company to obtain any improper personal benefit for himself or herself,  
for his or her family members, or for any other person, including loans or      
guarantees of obligations, from any person or entity.                           

Service to the company should never be subordinated to personal gain and        
advantage. Conflicts of interest, whether actual or apparent, should, to the    
extent possible, be avoided.                                                    

Any Senior Financial Officer who is aware of a material transaction or          
relationship that could reasonably be expected to give rise to a conflict of    
interest should discuss the matter promptly with the Appropriate Ethics Contact.

C. Public Disclosure                                                            

It is company policy that the information in our public communications,         
including our filings made with the United States Securities and Exchange       
Commission, be full, fair, accurate, timely and understandable. Our Senior      
Financial Officers, who are involved in the company's disclosure process, are   
responsible for acting in furtherance of this policy. In particular, these      
individuals are required to maintain familiarity with the disclosure            
requirements applicable to the company and are prohibited from knowingly        
misrepresenting, omitting, or causing others to misrepresent or omit, material  
facts about the company to others, whether within or outside the company,       
including the company's independent auditors.                                   

D. Compliance with Laws, Rules and Regulations                                  

It is company policy to comply with all applicable laws, rules and regulations. 
It is the personal responsibility of each Senior Financial Officer to adhere to 
the standards and restrictions imposed by those laws, rules and regulations. If 
a Senior Financial Officer is not aware or familiar with the laws, rules or     
regulations that apply specifically to our business, they must request that the 
Appropriate Ethics Contact provide such information.                            

Generally, it is both illegal and against company policy for any Senior         
Financial Officer who is aware of material nonpublic information relating to the
company, any of the company's clients or any other private or governmental      
issuer of securities to buy or sell any securities of those issuers, or         
recommend that another person buy, sell or hold the securities of those issuers.
Any Senior Financial Officer who is uncertain about the legal rules involving   
his or her purchase or sale of any company securities or any securities in      
issuers with which he or she is familiar by virtue of his or her work for the   
company should consult with the Appropriate Ethics Contact before making any    
such purchase or sale.                                                          

E.  Amendment, Modification and Waiver                                          

This Code may be amended or modified by our Board of Directors. Waivers of this 
Code may only be granted by the Board of Directors or a committee of the Board  
with specific delegated authority. Waivers will be disclosed as required by the 
Securities Exchange Act of 1934, as amended, and the rules promulgated          
thereunder and any applicable rules relating to the maintenance of the listing  
of our securities on any stock exchange.                                        

Appendix A
 ---------

Appropriate Ethics Contact                                                      

Mr. William L. Miller The Havana Group, Inc. 7090 Whipple Avenue N. Canton, OH  
44720                                                                           

Or via Email at: wmiller@havanagroup.net