SEC Info - Tag Entertainment Corp - ‘10KSB’ for 12/31/04

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Tag Entertainment Corp – ‘10KSB’ for 12/31/04 – EX-14.1

On: Friday, 4/15/05, at 5:24pm ET · For: 12/31/04 · Accession #: 950136-5-2099 · File #: 333-96257

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/15/05  Tag Entertainment Corp            10KSB      12/31/04   15:2.1M                                   Capital Systems 01/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                     HTML    793K 
 6: EX-10.10    Consulting Agreement                                HTML     10K 
 7: EX-10.11    Distribution Agreement                              HTML     75K 
 8: EX-10.12    Distribution Agreement                              HTML     47K 
 9: EX-10.13    Advisory Agreement                                  HTML     28K 
10: EX-10.14    2004 Employees Stock Option Plan                    HTML     41K 
11: EX-10.15    Stock Option Certificate                            HTML     20K 
 2: EX-10.6     Lease                                               HTML    202K 
 3: EX-10.7     Schofield Lease                                     HTML    264K 
 4: EX-10.8     Amendment to Independent Contractor Agreement       HTML     21K 
 5: EX-10.9     Assignment of Producer Fees                         HTML     14K 
12: EX-14.1     Code of Ethics and Conduct                          HTML     42K 
13: EX-21       Tag Entertainment Corp. and Subsidiaries            HTML      7K 
14: EX-31.1     Certifications Pursuant to Section 302              HTML     11K 
15: EX-32.1     Certification Pursuant to Section 906               HTML      8K

EX-14.1 — Code of Ethics and Conduct

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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                                                                    Exhibit 14.1

           TAG ENTERTAINMENT CORP. ("TAG") CODE OF ETHICS AND CONDUCT

1.   INTRODUCTION TO AND ADMINISTRATION OF THE TAG CODE OF ETHICS AND CONDUCT

1.1 Introduction. TAG has adopted this Code of Ethics and Conduct (the "Code")
to advise all TAG Employees of the ethical and legal standards that we expect
you to observe when dealing with TAG, your TAG colleagues, our customers and our
vendors. When you encounter ethical or legal issues where you are not certain
about the correct course of action, you should apply the principles described in
this Code as guideposts in deciding how to proceed. We have adopted this Code to
give you guidance for resolving these questions. When you are in doubt about the
correct or best course of action, you should always consider consulting your
manager or our Chief Financial Officer or Human Resources director for guidance.
TAG expects all TAG Employees to adhere to this Code and to comply with all
legal requirements. Accordingly, we have established a procedure for reporting
suspected violations of the Code. Any violations of the Code may result in
disciplinary action, including termination of employment. These matters are
described in more detail below. Throughout this Code, we use the terms "TAG
Employees", "you" and "your" to refer to all TAG employees, directors and
independent contractors, and the terms "TAG", the "company", "we" and "our" to
refer to TAG and its subsidiaries.

1.2  Administration

     1.2.1 Ongoing Review of Compliance. We require all TAG Employees to comply
with this Code. Upon your receipt of this Code, and also from time to time as we
deem to be necessary, we may require you to sign an acknowledgment that you have
read and understood this Code and agree to comply with its provisions. We
reserve the right to monitor the ongoing compliance by any or all TAG Employees
with this Code and to investigate any suspected violations. If substantiated,
these violations could result in disciplinary action, including immediate
termination of employment.

     1.2.2 Reporting of Suspected Violations. All TAG Employees are to report
information about suspected violations of this Code by any other TAG Employee,
regardless of the identity or position of the person who is the subject of such
report, to the attention of our Chief Financial Officer, Human Resources
director or Audit Committee. If you suspect improper accounting or auditing
matters, you should bring such information to the attention of our Chief
Financial Officer or a member of our Audit Committee. To contact our Audit
Committee or to submit a report to them, please contact Audit Committee
Chairman. With respect to any suspected violation, you may make an anonymous
report through the Assistant to the President.

     TAG will treat all information in a confidential manner and will not take
any acts of retribution or retaliation against any TAG Employee for making a
report. As the failure to report wrongful conduct may be interpreted as
condoning such actions, the failure to report knowledge of wrongdoing may result
in disciplinary action against any TAG Employee who fails to report.

     1.2.3 Non-Retaliation. Retaliation in any form against an TAG Employee who
reports a violation of this Code (even if the report is mistaken but was
submitted in good faith) or who assists in the investigation of a reported
violation is a serious violation of this Code. Acts of retaliation should be
reported immediately and may result in severe disciplinary action.

     1.2.4 Investigation of Suspected Violations. Suspected violations will be
investigated under the supervision of our Chief Financial Officer, Human
Resources director or Audit Committee as deemed appropriate. All TAG Employee's
are expected to cooperate in the investigation of reported violations. In order
to protect the privacy of persons involved in investigations, persons
investigating a suspected violation will use their best efforts to keep
confidential, the identity of anyone reporting a suspected violation or
participating in an investigation, unless disclosure is required by law or is
otherwise in the company's best interests. Persons involved in an investigation
are obliged to act in the best interests of TAG as a company and not on behalf
of any

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TAG Employee, including executive officers. Our Board of Directors has ultimate
responsibility for final interpretation of this Code and for determining whether
any violations of this Code have occurred.

     1.2.5 Disciplinary Action. If we determine, in our good faith discretion,
that any TAG Employee has violated any provision of this Code, such TAG Employee
may be subject to disciplinary action, including termination of employment,
without prior warning.

     1.2.6 Amendments to this Code; Disclaimers. This Code may be revised,
changed or amended at any time by our Board of Directors. Following any material
revisions or updates, an amended version of this Code will be distributed to
you, and will immediately supersede the prior version of this Code. We may ask
you to sign an acknowledgment confirming that you have read and understood the
revised version of the Code, and that you agree to comply with its provisions.
This Code reflects general principles to assist TAG Employees in making ethical
decisions and cannot, and is not intended to, address every specific situation
in which we may find it appropriate to take disciplinary action. This Code is
not intended to create any contract (express or implied) with you, including
without limitation any employment contract, and is not a promise that your
employment will be not terminated except for cause.

     1.2.7 Special Provisions Applicable to TAG Employees with Financial
Reporting Obligations. Given the important position of trust and authority that
they occupy, our Chief Executive Officers, Chief Financial Officer, the heads of
our subsidiaries and operating divisions and TAG Employees involved in the
Company's financial reporting function (collectively, the "Financial Reporting
Personnel") should use the utmost of discretion and caution in interpreting and
applying this Code. In the event that any Financial Reporting Personnel wishes
to engage in a proposed action that is not consistent with the Code, such person
must obtain a waiver of the relevant Code provisions in advance from our Audit
Committee. U.S. federal law requires TAG to make public disclosure of our
Financial Reporting Personnel's compliance with the Code. Therefore, we will
publicly report on a Current Report on Form 8-K any waivers of any provision of
the Code granted by our Board of Directors to any Financial Reporting Personnel.
Similarly, violations of the Code by our Financial Reporting Personnel may also
be immediately reported on Form 8-K. Additional provisions of this Code
pertaining solely to Financial Reporting Personnel are set forth in Section 5.

2.   CONFLICTS OF INTEREST

     2.1 Generally . All TAG Employees have a duty of loyalty to act in the best
interests of the company. The business decisions and actions of TAG Employees
must never be influenced by personal considerations or personal relationships.
TAG Employees should avoid any relationship or activity that might impair, or
appear to impair, their ability to make objective and fair business decisions.
Generally, a conflict of interest arises whenever your personal interests
diverge from your responsibilities to TAG or from TAG's best interests. For
example, a conflict of interest may occur when family members or close personal
friends are involved in business relationships with you, either inside or
outside the company. Other examples of potential conflicts of interest include,
but are not limited to:

o    employment by an actual or potential competitor, customer, vendor or
     regulator while you are employed by TAG;

o    acceptance of gifts, payments, products or anything of value from anyone
     seeking to do business with TAG;

o    placement of TAG business with an entity in which you or a family member
     has a financial interest;

o    Appropriating or diverting to yourself or others any business opportunity
     or idea in which TAG might have an interest; and

o    a significant ownership interest in a TAG competitor.

     In such situations, or where even the appearance of a conflict of interest
may exist, seek guidance from

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your manager or our Human Resources Director.

2.2 Use of Company Assets. You are responsible for the proper use of TAG's
assets and property, as well as its proprietary information. Our offices,
equipment, supplies and other resources may not be used for activities which are
not related to your employment with TAG, except for any activities that have
been approved in writing in advance by us, or for personal usage that is minor
in amount and reasonable. If you are found to be engaging in, or attempting,
theft of any TAG property, including without limitation, documents, equipment,
intellectual property, personal property of other employees, you may be subject
to immediate termination of your employment and we reserve the right to refer
the matter for criminal proceedings. We expect you to report any theft or
attempted theft to your manager or our Human Resources director.

     Proprietary marks, slogans, logos or other devices used to identify TAG and
its proprietary products and technologies are important and valuable assets
which require discretion in their use. You may not negotiate or enter into any
agreement concerning TAG's trademarks, service marks or logos without first
consulting an authorized officer of the Company. We also respect the
intellectual property rights of others, and any proposed name of a new product
or offering intended to be sold or provided to customers should be submitted to
the appropriate authorized officer for clearance prior to its adoption and use.
Similarly, using the trademark or service mark of another company for marketing
purposes (even one with whom TAG has a business relationship), requires
clearance or approval. You must avoid the unauthorized use of copyrighted or
patented materials of others and should ask an authorized officer if you have
any questions regarding the permissibility of photocopying, excerpting,
electronically copying or otherwise using copyrighted or patented materials. All
copies of work that is authorized to be made available for ultimate distribution
to the public should bear the prescribed form of copyright notice.

2.3 Gifts, Gratuities and Entertainment. You may not offer money, gifts or other
items or products of value to customers or potential customers for the purpose
of securing a contract or obtaining favorable treatment. Business-connected
favors or gifts may not be extended to customers or vendors (current or
prospective), unless they (a) are consistent with customary business practices;
(b) do not have substantial monetary value and would not be viewed as improper
by others; and (c) do not violate applicable laws or regulations. Business
entertainment in the form of meals and beverages or other entertainment may be
offered only if these activities and related expenses are modest and infrequent.

     You should decline any gift, favor, entertainment or anything else of value
from current or prospective customers, vendors or contractors or their
representatives except for (a) gifts that do not have substantial monetary value
given at holidays or other special occasions and (b) reasonable entertainment at
lunch, dinner or business meetings where the return of the expenditure on a
reciprocal basis is likely to occur and would be properly chargeable as a
business expense. Other routine entertainment that is business-related such as
sports outings or cultural events is acceptable under this policy only if
reasonable, customary and not excessive. If you question the propriety of any
gift, consult with your manager or our Chief Financial Officer.

3.   LAWS AND REGULATIONS

3.1 Generally. All TAG Employees are to comply with all applicable local, state
and federal laws and regulations, both domestic and international, and refrain
from illegal, dishonest or unethical conduct. Although laws and regulations may
sometimes be difficult to interpret, we expect you to make a good-faith effort
to follow both the letter and the spirit of the law. You must consult your
manager or our Human Resources director if you are uncertain as to whether a
specific act or omission is legal. In addition, all TAG Employees are to comply
with all applicable TAG policies and procedures. This includes, but is not
limited to, our policies on equal opportunity, harassment, drug-free workplace,
computer usage and information technology, data protection, expense
reimbursement and travel, as well as our internal financial controls and
procedures. We may modify or update these policies and procedures in the future,
and adopt new company policies and procedures from time to

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time. You must ensure that you remain aware of all such changes to these
policies. You are also expected to observe the terms of any Non-Disclosure,
Non-Solicitation or Non-Compete Agreement, Employment Agreement or other similar
agreement that applies to you. If you previously signed one of these agreements
with TAG, it remains in full force and effect.

3.2 Bribes. Bribery is illegal and subject to criminal penalties. You may not
give any bribes, kickbacks or other similar considerations to any person or
organization to attract business. All decisions regarding the purchasing of
materials, supplies, products and services must be made on the basis of
competitive price, quality and performance, and in a way that preserves TAG's
integrity. Fees, commissions or other amounts paid to outside consultants,
agents or other third parties must be fully disclosed to our Chief Financial
Officer or Controller, and must be legal, proper and reasonable.

3.3 International Operations. You are expected to comply with the legal
requirements and ethical standards of each country in which you conduct TAG
business, as well as with all U.S. laws applicable in other countries. The U.S.
Foreign Corrupt Practices Act (FCPA) applies to business transactions both
inside the United States and in other countries. Its requirements relate to
accurate and complete financial recording, transactions with foreign government
officials and restrictions on the use of funds for unlawful or improper
purposes. The FCPA makes illegal any corrupt offer, payment, promise to pay, or
authorization to pay any money, gift, or anything of value to any foreign
official, or any foreign political party, candidate or official, for the purpose
of:

o    Influencing any act, or failure to act, in the official capacity of that
     foreign official or party; or

o    Inducing the foreign official or party to use influence to affect a
     decision of a foreign government or agency, in order to obtain or retain
     business for anyone, or direct business to anyone.

     Because violation of the FCPA can bring severe penalties, including
criminal fines for the company and individuals and jail terms, it is essential
that you become familiar with the FCPA's requirements if you are living or
working in a foreign country. Other statutes that may affect our international
operations include, but are not limited to, the Anti-Bribery and Fair
Competition Act and the Export Administration Act. All supervisory personnel are
expected to monitor continued compliance with these laws to ensure our
compliance. If you have any questions regarding these legal requirements, please
contact your manager or our Chief Financial Officer.

3.4 Political Activity. You should not make political contributions in a way
that might appear to be an endorsement or contribution by TAG. We will not
reimburse you for political contributions under any circumstances.

3.5 Antitrust Considerations. Antitrust laws prohibit agreements or actions that
restrain trade or reduce competition. Violation of antitrust laws can result in
severe civil and criminal penalties, including imprisonment for individuals, and
TAG can be subjected to substantial fines and monetary awards. TAG as a company
avoids conduct that may even appear to be questionable under antitrust laws and
expects all TAG Employees to carry out company business consistent with this
policy. In all contacts with our competitors, you are expected to avoid
discussing prices, costs, competition, market share, marketing plans or studies,
and any other proprietary or confidential information. Examples of agreements or
arrangements with competitors which should therefore be avoided include: (a)
Agreements that affect the price or other terms or conditions of sale; (b)
Agreements regarding the customer to whom TAG will, or will not, sell its
products; (c) Agreements to refuse to buy from particular vendors; and (d)
Agreements that limit the types of products which TAG will provide. Furthermore,
TAG cannot coerce customers into complying with restrictive arrangements.
Therefore, you should not negotiate agreements with customers without the
approval of an authorized company officer which (a) require or prohibit
customers from purchasing all of their requirements from TAG or other companies
or (b) require customers to buy one TAG product as a condition of obtaining
another. In all cases where there is question or doubt about a particular
activity or practice, TAG Employees should promptly contact our Chief Financial
Officer or Human Resources director.

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3.6 Securities Laws and Insider Trading. TAG is a publicly-traded company. As an
employee of TAG you have been subject to TAG's policy against insider trading as
set forth in the Employee Handbook previously distributed to you. Simply stated,
material, non-public information is not to be used for personal gain, and you
should not trade in TAG stock when you possess such information. If you have any
question regarding whether it is appropriate to engage in any transaction,
contact the Chief Financial Officer.

     The U.S. securities laws forbid an investor from purchasing or selling
securities based upon "inside" information not available to the other party. The
consequences of insider trading violations can be severe. TAG Employees who
trade on inside information, or who communicate (or "tip") this information to
others so that they may trade, may face substantial civil penalties, criminal
fines and imprisonment. Additionally, TAG may also face severe legal
consequences, including, among other things, substantial criminal penalties.

     TAG Employees who have material, nonpublic (i.e., "inside") information
about the company should not buy or sell TAG securities until a reasonable time
after the inside information has been publicly disclosed. You also should not
disclose inside information to others outside TAG until a reasonable time after
the information has been publicly disclosed. In addition, it is never
appropriate for you to advise others to buy or sell TAG securities. We further
believe that it is highly inappropriate for any TAG person to "sell short" TAG
stock or engage in other transactions where the person will earn a profit based
on a decline in TAG's stock price. These rules also apply to the use of
material, nonpublic information about other companies (including, for example,
our customers, competitors and potential business partners). In addition to you,
these rules apply to your spouse, children, parents and siblings, as well as any
other family members living with you in your household. Additional guidance
pertaining to this issue is provided in your Employee Manual.

3.7 Government Contracting. TAG frequently does business with federal, state or
local government agencies in the United States and in other countries. All TAG
Employees engaged in business with these government entities must comply with
specific rules and regulations concerning relations with these entities.
Important considerations for doing business with government entities include:

o    Not offering or accepting kickbacks, bribes, gifts, or anything else of
     value with the intent of obtaining favorable treatment from the recipient
     (note that a gift that is customary in the private sector may be
     impermissible to a government entity); and

o    Not improperly soliciting or obtaining confidential information, such as
     sealed competitors' bids, from government officials prior to the award of a
     contract.

3.8 Retention of Documents. Certain documents and records must be retained for
specific periods of time to comply with legal and regulatory requirements or
contractual obligations. You are to comply with all document retention
requirements applicable to your work. If you are uncertain whether the documents
or records you are handling are subject to these requirements, please consult
with your manager or our Chief Financial Officer. If at any time you become
aware that any document or record may be required to be disclosed in connection
with a lawsuit or government investigation, you must preserve all possibly
relevant documents. This means that you must immediately cease disposing of or
altering all potentially relevant documents, even if that activity is ordinary
or routine. If you are uncertain whether documents or records under your control
should be preserved because they might relate to a lawsuit or investigation, you
should contact your manager or our Chief Financial Officer.

4.   CONFIDENTIALITY

4.1 TAG Confidential Information. You will often have access to information that
is confidential and proprietary to TAG, has not been made public and constitutes
trade secrets or proprietary information. Protection

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of this information is critical to our success. Your obligations with respect to
our confidential trade secrets and proprietary information are:

o    Not to disclose the information outside of TAG;

o    Not to use the information for any purpose except to benefit TAG's
     business; and

o    Not to disclose the information within TAG, except to other TAG Employees
     who need to know, or use, the information and are aware that it constitutes
     a trade secret or proprietary information.

     These obligations continue even after you leave TAG. If you have previously
signed a Non-Disclosure Agreement, Employment Agreement or other similar
agreement that governs your obligations with respect to our information, you
must also follow such agreements. Any documents, papers or records that contain
trade secrets or proprietary information are our property, and must remain at
the company. Our confidential trade secrets and proprietary information may
include, information regarding our operations, business plans, customers,
strategies, trade secrets, finances, assets, technology, data or other
information that reveals the processes, methodologies, technology or "know how"
by which our existing or future products, services or methods of operation are
developed or conducted.

4.2 Confidential Information of Third Parties. In the normal course of business,
you will acquire information about others, including customers, vendors and
competitors. We properly gather this kind of information for such purposes as
evaluating customers' business needs, determining requirements and evaluating
vendors. We also collect information on competitors from a variety of legitimate
sources to evaluate the relative merits of our products and marketing methods.
You may not use information obtained from our customers or vendors in any way
that harms them or violates contractual obligations to them. When working with
sensitive information about customers or vendors, you should use that
information only for the purposes for which it was disclosed to you and make it
available only to other TAG Employees with a legitimate "need to know".

4.3 Inadvertent Disclosure. In order to avoid the inadvertent disclosure of any
confidential information, you should never discuss with any unauthorized person
(whether or not an TAG Employee) any information that TAG considers confidential
or which we have not made public. You should also not discuss this information
with family members or with friends, as they may unintentionally pass the
information on to someone else.

4.4 Contacts with Reporters, Analysts and Other Media. Because of the importance
of the legal requirements regarding disclosure of certain information to our
investors, we must ensure the accuracy of any information regarding our
business, financial condition or operating results that is released to the
public. As a result, you should not discuss internal TAG matters with anyone
outside of TAG, except as clearly required in the performance of your job
duties. This prohibition applies particularly to inquiries about TAG made by the
news media, securities analysts and investors. All responses to these inquiries
must be made only by the following authorized persons: our Chief Executive
Officer, Chief Financial Officer or any individuals specifically designated by
them. Only these individuals are authorized to discuss information about TAG
with the news media, securities analysts and investors. If you receive inquiries
from these sources, you should immediately refer them to one of these authorized
spokespersons.

5.   DUTIES OF FINANCIAL REPORTING PERSONNEL; ACCOUNTING AND FINANCIAL RECORDS
     AND DISCLOSURE

5.1 General. TAG has a responsibility to maintain complete, accurate and
reliable records of our business and must comply with various disclosure
requirements imposed by the United States Securities and Exchange Commission and
by any exchange on which its securities are listed for trading. TAG's executive
officers, the heads of TAG's subsidiaries and operating divisions and members of
TAG's finance department have a special role in the preparation of these
reports. To satisfy these requirements, TAG has implemented procedures to ensure
that only proper transactions are entered into by the Company, that such
transactions have proper management approval, that such transactions are
properly accounted for in the books and records of the Company and that the
reports and financial statements of the Company fairly and accurately reflect
such transactions. All

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TAG Financial Reporting Personnel are to familiarize themselves with these
policies, accounting controls, procedures and records and comply with these
requirements. Ultimately, TAG's Financial Reporting Personnel bear significant
responsibility for the accuracy and timeliness of disclosures in reports and
documents TAG files with or submits to the Securities and Exchange Commission
and in other public communications.

     Due to these considerations, TAG's Financial Reporting Personnel bear a
special responsibility for promoting integrity throughout the organization, with
responsibilities to stakeholders both inside and outside of TAG. These
particular persons have a special role both to adhere to these principles
themselves and also to ensure that a culture exists throughout the company as a
whole that ensures the fair and timely reporting of TAG's financial results and
condition. Each TAG Financial Reporting Personnel agrees to:

o    Provide information that is accurate, complete, objective, relevant, timely
     and understandable to ensure full, fair, accurate, timely, and
     understandable disclosure in reports and documents that TAG files with, or
     submits to, government agencies and in other public communications.

o    Comply with rules and regulations of federal, state and local governments,
     and other appropriate private and public regulatory agencies.

o    Act in good faith, responsibly, with due care, competence and diligence,
     without misrepresenting material facts or allowing one's independent
     judgment to be subordinated.

o    Respect the confidentiality of information acquired in the course of work
     except when authorized or otherwise legally obligated to disclose.

o    Promptly report to the Audit Committee any conduct that the individual
     believes to be a violation of law or business ethics or of any provision of
     this Code, including any transaction or relationship that reasonably could
     be expected to give rise to such a conflict.

5.2 Disclosures to Investors; Financial Reporting Considerations. TAG is
required under U.S. federal securities laws to provide the public with periodic
disclosure regarding our business and financial condition (such as quarterly and
annual reports and materials for our annual stockholders' meeting). We provide
additional disclosures to the public through quarterly earnings releases and
other press releases. All TAG Employees who participate in the preparation or
dissemination of this information, or who provide information that they know may
be used in the preparation of these disclosures, have a legal and ethical duty
to ensure that the content of the disclosures is accurate, complete and timely.
We have created disclosure controls and procedures which are designed to ensure
that all public disclosures are accurate, complete and timely.

     To administer these controls and procedures, TAG has established a
Disclosure Committee that reports to the Chief Executive Officer and Chief
Financial Officer. The Disclosure Committee is (or certain of its members are),
among other things, charged with reviewing TAG's periodic reports and press
releases. It is the responsibility of the Committee to ensure that it has
reviewed and disseminated all material information about the Company that, by
law, should be disseminated. You may be asked to serve on this Committee or to
assist the Disclosure Committee in reviewing certain materials in connection
with it's responsibilities. If you do so, you must accomplish this faithfully
and in accordance with all the Committee's policies. You should report to the
Disclosure Committee all information that it needs to fulfill its duties.

5.3 Accounting and Financial Records. TAG is required under U.S. federal
securities laws and generally accepted accounting principles to keep books,
records and accounts that accurately reflect all transactions and to provide an
adequate system of internal accounting and controls. We expect you to ensure
that those portions of our books, records and accounts for which you have
responsibility are valid, complete, accurate and supported by

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appropriate documentation in verifiable form.

     You should not:

o    Improperly accelerate or defer expenses or revenues to achieve financial
     results or goals;

o    Maintain any undisclosed or unrecorded funds or "off the book" assets;

o    Establish or maintain improper, misleading, incomplete or fraudulent
     accounting documentation or financial reporting;

o    Record revenue for any project that has not fully complied with TAG's
     revenue recognition guidelines;

o    Make any payment for purposes other than those described in the documents
     supporting the payment;

o    Submit or approve any expense report where you know or suspect that any
     portion of the underlying expenses were not incurred or are not accurate;
     or

o    Sign any documents believed to be inaccurate or untruthful.

     All TAG Employees who exercise supervisory duties over TAG's assets or
records are expected to establish and implement appropriate internal controls
over all areas of their responsibility. This will help ensure the safeguarding
of TAG's assets and the accuracy of our financial records and reports. We have
adopted various types of internal controls and procedures as required to meet
internal needs and applicable laws and regulations. You are to adhere to these
controls and procedures to assure the complete and accurate recording of all
transactions. Any accounting entries or adjustments that materially depart from
generally accepted accounting principles must be approved by our Audit Committee
and reported to our independent auditors. You must not interfere with or seek to
improperly influence (directly or indirectly) the review or auditing of our
financial records by our Audit Committee or independent auditors.

     If you become aware of any questionable transaction or accounting practice
concerning TAG or our assets, we expect you to report the matter immediately to
our Chief Financial Officer or to a member of our Audit Committee. In addition,
we expect you to report all material off-balance-sheet transactions,
arrangements and obligations, contingent or otherwise, and other TAG
relationships with unconsolidated entities or other persons that may have
material current or future effects on our financial condition or results of
operations to our Chief Financial Officer or to a member of our Audit Committee.

5.5 Confidentiality Considerations; Securities Law Compliance. All Financial
Reporting Personnel will have special access to TAG's confidential financial
information. This may include non-public reports and analyses, pro-forma
financial statements and other draft or preliminary financial information. TAG's
Financial Reporting Personnel should (i) never disclose this information to
individuals outside the Company and (ii) caution individuals within the Company
to whom you provide such information to carefully maintain its confidentiality
and prevent its disclosure. TAG's Financial Reporting Personnel must also apply
the utmost consideration to transactions involving TAG securities in light of
their possession to confidential financial information. Financial Reporting
Personnel are therefore expected to notify our Chief Financial Officer prior to
engaging in any transactions involving TAG securities in order to ensure
compliance with all securities laws and regulations. Similarly, TAG imposes
periodic blackout periods during which Financial Reporting Personnel may not
engage in transactions involving TAG securities. All Financial Reporting
Personnel should notify our Chief Financial Officer before purchasing or selling
any TAG securities in order to obtain clearance from the Chief Financial Officer
that the proposed transaction complies with all securities laws and regulations
and TAG policies.

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Filing Submission 0000950136-05-002099 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Tag Entertainment Corp – ‘10KSB’ for 12/31/04 – EX-14.1

On: Friday, 4/15/05, at 5:24pm ET · For: 12/31/04 · Accession #: 950136-5-2099 · File #: 333-96257

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Annual Report — Small Business — Form 10-KSBFiling Table of Contents

EX-14.1 — Code of Ethics and Conduct

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