Annual Report — Small Business — Form 10-KSB Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10KSB Bluefire HTML 708K
2: EX-14.1 Exhibit 14.1 Code of Ethics HTML 53K
3: EX-31.1 Exhibit 31.1 Certification Principal Exec. Off. HTML 11K
4: EX-31.2 Exhibit 31.2 Certification Principal Financial HTML 11K
Off.
5: EX-32.1 Exhibit 32.1 Cert. Arnold Klann HTML 9K
6: EX-32.2 Exhibit 32.1 Cert. Christopher Scott HTML 9K
BlueFire
Ethanol Fuels, Inc. (the “Company”) is
committed to the highest standards of legal and ethical conduct. This
Code of Business Conduct and Ethics (the “Code”) sets forth the
Company’s policies with respect to the way we conduct ourselves individually and
operate our business. The provisions of this Code are designed to
deter wrongdoing and to promote honest and ethical conduct among our employees,
officers and directors.
In the
course of performing our various roles in the Company, each of us will encounter
ethical questions in different forms and under a variety of
circumstances. Moments of ethical uncertainty may arise in our
dealings with fellow employees of the Company, with customers, or with other
parties such as government entities or members of our community. In
achieving the high ground of ethical behavior, compliance with governmental laws
is not enough. Our employees should never be content with simply
obeying the letter of the law, but must also strive to comport themselves in an
honest and ethical manner. This Code provides clear rules to assist
our employees, directors and officers in taking the proper actions when faced
with an ethical dilemma.
The
reputation of the Company is our greatest asset and its value relies on the
character of its employees. In order to protect this asset, the
Company will not tolerate unethical behavior by employees, officers or
directors. Those who violate the standards in this Code will be
subject to disciplinary action. If you are concerned about taking an
action that may violate the Code or are aware of a violation by another
employee, an officer or a director, follow the guidelines set forth in Sections
10 and 11 of this Code.
This Code
applies equally to all employees, officers and directors of the
Company. All references to employees contained in this Code should be
understood as referring to officers and directors as well.
1.
Compliance with Laws,
Rules and Regulations.
Company
policy requires that the Company, as well as all employees, officers and
directors of the Company, comply fully with both the spirit and the letter of
all laws, rules and regulations. Whenever an applicable law, rule or
regulation is unclear or seems to conflict with either another law or any
provision of this Code, all employees, officers and directors are urged to seek
clarification from their supervisor, the appropriate compliance official or the
Chief Executive Officer. See Section 11 for contact
information. Beyond mere compliance with the law, we should always
conduct our business with the highest standards of honesty and integrity –
wherever we operate.
2.
Conflicts of
Interest.
Every
employee has a primary business responsibility to the Company and must avoid
conflicts of interest. A conflict of interest arises when an employee
takes actions or enters into relationships that oppose the interests of the
Company, harm the Company’s reputation or interfere with the employee’s
performance or independent judgment when carrying out any actions on behalf of
the Company. The Company strictly prohibits its employees from taking
any action or entering into any relationship, personal or professional that
creates, or even appears to create, a conflict of interest.
A
conflict situation can arise when a director, officer or employee takes actions
or has interests that may make it difficult to perform his or her work for the
Company objectively and effectively. Conflicts of interests may also
arise when a director, officer or employee, or a member of his or her family,
receives an improper personal benefit as a result of his or her position with
the Company. It may be a conflict of interest for a director, officer
or employee to work simultaneously for a competitor, customer or supplier. The
best policy is to avoid any direct or indirect business connection with our
customers, suppliers or competitors, except on our behalf. Employees
must be sensitive to potential conflicts of interest that may arise and use
their best efforts to avoid the conflict.
In
particular, except as provided below, no director, officer or employee
shall:
Ø
be
a consultant to, or a director, officer or employee of, or otherwise
operate an outside business that:
§
markets
products or services in competition with our current or potential products
and services;
accept
any personal loan or guarantee of obligations from the Company, except to
the extent such arrangements have been approved by the Chief Executive
Officer and are legally permissible;
or
Ø
conduct
business on behalf of the Company with immediate family members, which
include your spouse, children, parents, siblings and persons sharing your
same home whether or not legal
relatives.
Directors,
officers and employees must notify the Chief Executive Officer of the existence
of any actual or potential conflict of interest. With respect to
officers or directors, the Board may make a determination that a particular
transaction or relationship will not result in a conflict of interest covered by
this policy. With respect to all other employees or agents, the Chief
Executive Officer, acting alone, or the Board may make such a
determination. Any waivers of this policy as to an officer or
director may only be approved by the Board of Directors.
Any
employee, officer or director who is aware of a transaction or relationship that
could reasonably be expected to give rise to a conflict of interest in violation
of this section must inform the appropriate personnel in accordance with the
procedures set forth in Section 12 of this Code. If an employee has
any questions regarding the Company’s policy on conflicts of interest or needs
assistance in avoiding a potential conflict of interest, he or she is urged to
seek the advice of a supervisor or the Chief Executive Officer.
3.
Corporate
Opportunities.
Employees,
officers and directors are prohibited from taking for themselves personally
opportunities that are discovered through the use of Company property, Company
information or their position in the Company. Furthermore, employees
may not use Company property, information or influence or their position in the
Company for improper personal gain. Finally, employees have a duty to
advance the Company’s legitimate interests when the opportunity to do so
arises. Consequently, employees are not permitted to compete with the
Company.
4.
Confidentiality.
Employees
must maintain the confidentiality of confidential information entrusted to them
by the Company or its customers or suppliers, except when disclosure is
authorized by the Company or required by applicable laws or
regulations. Confidential information includes proprietary
information of the Company, as well as all non-public information that might be
of use to competitors, or harmful to the Company or its customers, if
disclosed. This confidentiality requirements is in additional to any
other obligations imposed by the Company to keep information
confidential.
5.
Insider
Trading.
Employees,
officers and directors will frequently become aware of confidential non-public
information concerning the Company and the parties with which the Company does
business. As set forth in more detail in the Company’s Insider
Trading Policy, the Company prohibits employees from using such confidential
information for personal financial gain, such as for purposes of stock trading,
or for any other purpose other than the conduct of our
business. Employees must maintain the confidentiality of such
information and may not make disclosures to third parties, including members of
the employee’s family. All non-public information about the Company
should be treated as confidential information. To use non-public
information for personal financial benefit or to “tip” others who may make stock
trades on the basis of this information is not only unethical but also
illegal. This policy also applies to trading in the securities of any
other company, including our customers or suppliers, if employees have material,
non-public information about that company which the employee obtained in the
course of their employment by the Company. In addition to possible
legal sanctions, any employee, officer or director found to be in violation of
the Company’s insider trading policy will face decisive disciplinary
action. Employees are encouraged to contact the Company’s Chief
Executive Officer with any questions concerning this policy.
6.
Protection and Proper
Use of Company Assets.
All
Company assets should be used for legitimate business purposes and all
employees, officers and directors must make all reasonable efforts to protect
the Company’s assets and ensure their efficient use. Theft,
carelessness, and waste have a direct impact on the Company’s profitability and
must therefore be avoided. The suspected occurrence of fraud or theft
should be immediately reported to the appropriate person in accordance with the
procedures set forth in Section 11 of this Code.
An
employee’s obligation to protect the Company’s assets extends to the Company’s
proprietary information. Proprietary information includes
intellectual property such as patents, trademarks, copyrights and trade
secrets. An employee who uses or distributes such proprietary
information without the Company’s authorization will be subject to disciplinary
measures as well as potential legal sanctions.
7.
Fair
Dealing.
Although
the success of our Company depends on our ability to outperform our competitors,
the Company is committed to achieving success by fair and ethical
means. We seek to maintain a reputation for fair dealing among our
competitors and the public alike. In light of this aim, the Company
prohibits employees from engaging in any unethical or illegal business
practices. An exhaustive list of unethical practices cannot be
provided. Instead, the Company relies on the judgment of each
individual employee to avoid such practices. Furthermore, each
employee should endeavor to deal fairly with the Company’s customers, suppliers,
competitors and employees. No employee should take unfair advantage
of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair business
practice.
8.
Disclosures.
It is
Company policy to make full, fair, accurate, timely and understandable
disclosure in compliance with all applicable laws, rules and regulations in all
reports and documents that the Company files with, or submits to, the Securities
and Exchange Commission and in all other public communications made by the
Company. Employees shall endeavor in good faith to assist the Company
in such efforts.
9.
Waivers.
The
Company expects all employees, officers and directors to comply with the
provisions of this Code. Any waiver of this Code for executive
officers, directors or employees may be made only by the Board of Directors or a
Board committee and will be promptly disclosed to the public as required by law
and stock exchange regulations.
10.
Compliance Guidelines
and Resources.
In some
situations, our employees may not be certain how to proceed in compliance with
this Code. This uncertainty may concern the ethical nature of the
employee’s own acts or the employee’s duty to report the unethical acts of
another. When faced with this uncertainty, the employee should
carefully analyze the situation and make use of Company resources when
determining the proper course of action. The Company also encourages employees
to talk to their supervisors, or other personnel identified below, when in doubt
about the best course of action.
1. Gather all the
facts. Do not take any
action that may violate the Code until you have gathered all the facts that are
required to make a well-informed decision and, if necessary, you have consulted
with your supervisor, or the Chief Executive Officer.
2. Is the action
illegal or contrary to policy? If the action is illegal or
contrary to the provision of this Code, you should not carry out the
act. If you believe that the Code has been violated by an employee,
an officer or a director, you must promptly report the violation in accordance
with the procedures set forth in Section 12.
3. Discuss the
problem with your supervisor. It is your
supervisor’s duty to assist employees in complying with this
Code. Feel free to discuss a situation that raises ethical issues
with your supervisor if you have any questions. You will suffer no retaliation
for seeking such guidance.
4. Additional
resources. The Chief
Executive Officer is available to speak with you about problematic situations if
you do not feel comfortable approaching your direct supervisor. If
you prefer, you may request assistance in writing by sending a request to the
Chief Executive Officer.
11.
Reporting
Procedures.
All
employees have a duty to report any violations of this Code, as well as
violations of any laws, rules, or regulations. The Company does not
permit retaliation of any kind against employees for good faith reports of
ethical violations.
If you
believe that the Code has been violated by an employee you must
promptly report the violation to your direct supervisor or the Chief Executive
Officer. If a report is made to a supervisor, the supervisor must in
turn report the violation to the Chief Executive Officer. All
violations by an officer or director
of the Company must be reported directly to the entire Board of
Directors.
Contact
Information
Reports
may be made in person, by telephone or in writing by sending a description of
the violation and the names of the parties involved to the appropriate personnel
mentioned in the preceding paragraph. The contact information is as
follows:
12.
Disciplinary
Action.
Employees,
officers and directors of the Company will be held accountable for adherence to
this Code. The penalty for a particular violation of this Code will
be decided on a case-by-case basis and will depend on the nature and severity of
the violation as well as the employee’s history of non-compliance and
cooperation in the disciplinary process. Significant penalties will
be imposed for violations resulting from intentional or reckless
behavior. Penalties may also be imposed when an employee fails to
report a violation due to the employee’s indifference, deliberate ignorance or
reckless conduct. All violations of this Code will be treated
seriously and will result in the prompt imposition of penalties which may
include (1) an oral or written warning, (2) a reprimand, (3) suspension, (4)
termination and/or (5) restitution.
13.
No Rights
Created.
This Code
is a statement of certain fundamental principles, policies and procedures that
govern the Company’s officers, directors and employees in the conduct of the
Company’s business. It is not intended to and does not create any
rights in any employee, supplier, competitor, shareholder or any other person or
entity.
To:
All
Employees, Officers and Directors
From:
President
and Chief Executive Officer
Date:
January
___, 2007
Re:
Statement
of Company Policy
Securities
Trades By Company Personnel
BlueFire
Ethanol Fuels, Inc.
STATEMENT
OF COMPANY POLICY
ON
INSIDER
TRADING
Introduction
It is
illegal for any person, either personally or on behalf of others, to trade in
securities on the basis of material, nonpublic information. It is also illegal
to communicate (or “tip”) material, nonpublic information to others who may
trade in securities on the basis of that information. These illegal activities
are commonly referred to as “insider trading.”
Potential
penalties for insider trading violations include imprisonment for up to 10 years
(25 years if it constitutes fraud), civil fines of up to three times the profit
gained or loss avoided through the trade, and criminal fines of up to $1
million. In addition, a company whose employee violates the insider trading
prohibitions may be liable for a civil fine of up to the greater of $1 million
or three times the profit gained or loss avoided as a result of the employee’s
insider trading violations.
This
memorandum sets forth BlueFire Ethanol Fuels, Inc.’s (“BlueFire”) policy against
insider trading. The objective of this policy is to protect both you and
BlueFire from securities law violations. All
directors, officers and employees of BlueFire or its affiliates or subsidiaries
must comply with this policy.
Employees
are encouraged to ask questions and seek any follow-up information that they may
require with respect to the matters set forth in this policy. Please direct all
questions to _________________ at (___) ___-____ or _________@bluefireethanol.com.
General
Statement
BlueFire’s
policy, applicable to all directors, officers and employees, prohibits trading,
and tipping others who may trade, when you are in possession of material, nonpublic
information.
What information is material? All information that an
investor might consider important in deciding whether to buy, sell, or hold
securities is considered material. Information that is likely to affect the
price of a company’s securities is almost always material. Examples of some
types of material information are:
· financial
results or expectations for the quarter or the year
· financial
forecasts
· changes
in dividends
· possible
mergers, acquisitions, joint ventures and other purchases and sales of companies
and investments in companies
· changes
in customer relationships with significant customers
What is nonpublic information? Information is
considered to be nonpublic unless it has been effectively disclosed to the
public. Examples of public disclosure include public filings with the Securities
and Exchange Commission and company press releases. Not only must the
information have been publicly disclosed, but there must also have been adequate
time for the market as a whole to digest the information. Although timing may
vary depending upon the circumstances, a good rule of thumb is that information
is considered nonpublic until the second business day after public
disclosure.
What transactions are prohibited? When you know material,
nonpublic information about BlueFire, you, your spouse and members of your
immediate family living in your household are prohibited from the following
activities:
· trading
in our company’s securities (including trading in puts and calls for our
securities)
· having
others trade for you in our securities
· disclosing
the information to anyone else who might then trade
· exercising
stock options if the option shares
are to be immediately sold
Neither
you nor anyone acting on your behalf nor anyone who learns the information from
you (including your spouse and family members) can trade. This prohibition
continues whenever and for as long as you know material, nonpublic
information.
Although
it is most likely that any material, nonpublic information you might learn would
be about BlueFire or its subsidiaries, these prohibitions also apply to trading
in the securities of any company (such as
a potential merger partner) about which you learn material, nonpublic
information through your employment with BlueFire.
Unauthorized
Disclosure
As
discussed above, the disclosure of material, nonpublic information to others can
lead to significant legal difficulties. Therefore, you should not discuss
material, nonpublic information about BlueFire or its affiliates or subsidiaries
with anyone, including other employees, family or friends, except as required in
the performance of your regular duties.
No
employee of BlueFire is permitted to discuss confidential financial or business
information regarding BlueFire, either in his or her own name or anonymously,
and whether from the office or outside the office, on any Internet “chat” site
or message board.
Questions About this
Policy
Compliance
by all employees with this policy is of the utmost importance both for you and
for BlueFire. If you have any questions about the application of this policy to
any particular case, please contact ________________ immediately.
Your
failure to observe this policy could lead to significant legal problems for you
and the company, as well as other serious consequences, including termination of
your employment.
Certifications
All
employees must certify their understanding of and intent to comply with this
Policy Statement. A copy of the certification that all employees
(other than executive officers) must sign is enclosed with this memorandum.
Directors and executive officers are subject to additional restrictions on their
transactions in Company securities, which are described in a separate
memorandum. Directors and executive officers should sign the certification
attached to that memorandum instead of the one enclosed with this
memorandum.
CERTIFICATIONS
I certify
that:
1. I
have read and understand the Company’s Code of Business Conduct and Ethics and
Statement of Policy regarding Securities Trades by Company
Personnel. I understand that the President is available to answer to
any questions I have regarding the Statement of Policy.
2. Since
__________________, 2007 or such shorter period of time that I have been an
employee of the Company, I have complied with the Code of Business Conduct and
Ethics and Statement of Policy.
3. I
will continue to comply with the Code of Business Conduct and Ethics and
Statement of Policy for as long as I am subject to the policy.
