Registration of Securities by a Small-Business Issuer — Form SB-2 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: SB-2 Registration of Securities by a Small-Business HTML 932K
Issuer -- phoenixsb2
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 25K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 76K
4: EX-4.1 Instrument Defining the Rights of Security Holders HTML 12K
16: EX-5.1 Opinion re: Legality HTML 15K
5: EX-10.1 Material Contract HTML 72K
6: EX-10.2 Material Contract HTML 32K
7: EX-10.3 Material Contract HTML 42K
8: EX-10.4 Material Contract HTML 42K
9: EX-10.5 Material Contract HTML 42K
10: EX-10.6 Material Contract HTML 51K
11: EX-10.7 Material Contract HTML 49K
12: EX-10.8 Material Contract HTML 46K
13: EX-14.1 Code of Ethics HTML 40K
14: EX-21.1 Subsidiaries of the Registrant HTML 9K
15: EX-23.1 Consent of Experts or Counsel HTML 12K
Code
of Ethics for the Chief Executive Officer, other Principal Executive
Officers,
Senior
Financial Officers and Board of Directors
____________________
December,
2006
1.Purpose.
The
Board
of Directors (the “Board”,
and
each member of the Board, a “Director”)
of
Phoenix International Ventures, Inc., a Nevada corporation (the “Company”)
has
adopted the following Code of Ethics (the “Code”)
to
apply to the Chief Executive Officer, each other principal executive officer
(including any Vice President with operational responsibilities), the Chief
Financial Officer, and Chief Accounting Officer (the Chief Financial Officer
and
Chief Accounting Officer are hereinafter referred to as the “Senior
Financial Officers”),
as
well as to the Directors of the Company and all other employees of the Company.
The Code is intended to promote ethical conduct and compliance with laws and
regulations, to provide guidance with respect to the handling of ethical issues,
to implement mechanisms to report unethical conduct, to foster a culture of
honesty and accountability, to deter wrongdoing and to ensure fair and accurate
financial reporting.
No
code
or policy can anticipate every situation that may arise. Accordingly, this
Code
is intended to serve as a source of guiding principles. You are encouraged
to
bring questions about particular circumstances that may involve one or more
of
the provisions of this Code to the attention of the CFO, his designee or the
Chair of any Audit Committee established by the Company, who may consult with
the Company’s outside legal counsel as appropriate.
2.Introduction.
The
Chief
Executive Officer, principal executive officers, Senior Financial Officers
and
Directors are expected to adhere to a high standard of ethical conduct. The
reputation and good standing of the Company depend on how the Company’s business
is conducted and how the public perceives that conduct. Unethical actions,
or
the appearance of unethical actions, are not acceptable. In addition to each
of
the directives set forth below, the Chief Executive Officer, each principal
executive officer, each Senior Financial Officer and Director shall be guided
by
the following principles in carrying out their duties and responsibilities
on
behalf of the Company:
·
Loyalty,
Honesty and Integrity.
You must not be, or appear to be, subject to influences, interests
or
relationships that conflict with the best interests of the
Company.
·
Observance
of Ethical Standards.
When carrying out your duties and responsibilities on behalf of the
Company, you must adhere to the high ethical standards described
in this
Code.
·
Accountability.
You are responsible for your own adherence and the adherence of the
other
officers and Directors to whom this Code applies. Familiarize yourself
with each provision of this Code and those set forth in any insider
trading standards and procedures adopted from time to time by the
Company.
-1-
3.Integrity
of Records and Financial Reporting.
The
Chief
Executive Officer and Senior Financial Officers are responsible for the accurate
and reliable preparation and maintenance of the Company’s financial records.
Accurate and reliable preparation of financial records is of critical importance
to proper management decisions and the fulfillment of the Company’s financial,
legal and reporting obligations. As a public company, Phoenix International
Ventures, Inc. files annual and periodic reports and makes other filings with
the Securities and Exchange Commission (the “SEC”).
It is
critical that these reports be timely and accurate. The Company expects those
officers who have a role in the preparation and/or review of information
included in the Company’s SEC filings to report such information accurately and
honestly. Reports and documents the Company files with or submits to the SEC,
as
well as other public communications made by the Company, should contain full,
fair, accurate, timely and understandable disclosure.
The
Chief
Executive Officer and Senior Financial Officers are responsible for
establishing, and together with the Directors or the members of any Audit
Committee established by the Company, as the case may be, overseeing adequate
disclosure controls and procedures and internal controls and procedures,
including procedures which are designed to enable the Company to: (a) accurately
document and account for transactions on the books and records of the Company
and its subsidiaries; and (b) maintain reports, vouchers, bills, invoices,
payroll and service records, performance records and other essential data with
care and honesty.
4.Conflicts
of Interest.
You
must
not participate in any activity that could conflict with your duties and
responsibilities to the Company. A “conflict
of interest”
arises
when one’s personal interests or activities appear to or may influence that
person’s ability to act in the best interests of the Company. Any material
transaction or relationship that reasonably could be expected to give rise
to a
conflict of interest should be disclosed to the CFO or his designee. In
addition, because conflicts of interest are not always obvious, you are
encouraged to bring questions about particular situations to the attention
of
the CFO or his designee.
This
Code
does not describe all possible conflicts of interest that could
develop.
Some
of
the more common conflicts from which you must refrain are set forth
below:
·
Family
members.
You may encounter a conflict of interest when doing business with
or
competing with organizations in which you have an ownership interest
or
your family member has an ownership or employment interest. “Family
members”
include a spouse, parents, children, siblings and in-laws. You must
not
conduct business on behalf of the Company with family members or
an
organization with which your family member is associated, unless
such
business relationship has been disclosed and authorized by the
Board.
·
Improper
conduct and activities.
You may not engage in any conduct or activities that are inconsistent
with
the Company’s best interests or that disrupt or impair the Company’s
relationship with any person or entity with which the Company has
or
proposes to enter into a business or contractual
relationship.
·
Compensation
from non-Company sources.
You may not accept compensation in any form for services performed
for the
Company from any source other than the
Company.
·
Gifts.
You and members of your immediate family may not accept gifts from
persons
or entities if such gifts are being made in order to influence you
in your
capacity as an employee or Director of the Company, or if acceptance
of
such gifts could create the appearance of a conflict of
interest.
·
Personal
use of Company assets.
You may not use Company assets, labor or information for personal
use,
other than incidental personal use, unless approved by the Board
or as
part of a compensation or expense reimbursement
program.
-2-
5.Corporate
Opportunities.
The
Chief
Executive Officer, principal executive officers, Senior Financial Officers
and
Directors are prohibited from: (a) taking for themselves personally
opportunities related to the Company’s business; (b) using the Company’s
property, information, or position for personal gain; or (c) competing with
the
Company for business opportunities;
provided,
however,
if the
Company’s disinterested Directors determine the Company will not pursue such
opportunity, after disclosure of all material facts by the individual seeking
to
pursue the opportunity, the individual may do so.
6.Confidentiality.
You
must
maintain the confidentiality of information entrusted to you by the Company and
any other confidential information about the Company, its business, customers
or
suppliers, from whatever source, except when disclosure is authorized or legally
mandated. For purposes of this Code, “confidential
information”
includes all non-public information relating to the Company, its business,
customers or suppliers.
7.Compliance
with Laws, Rules and Regulations.
It
is the
policy of the Company to comply with all applicable laws, rules and regulations,
and the Company expects its Chief Executive Officer, principal executive
officers, Senior Financial Officers and Directors shall carry out their
responsibilities on behalf of the Company in accordance with such laws, rules
and regulations and to refrain from illegal conduct.
Concerning
transactions in Company securities, the Company expects its Chief Executive
Officer, principal executive officers, Senior Financial Officers and Directors
to refrain from engaging in illicit transactions in the Company’s publicly
traded securities. Directors, officers, and employees who have access to
confidential information relating to the Company are not permitted to use or
share that information for stock trading purposes or for any other purpose
except the conduct of the Company’s business. All non-public information about
the Company should be considered confidential information. To use non-public
information for personal financial benefit or to “tip” others who might make an
investment decision on the basis of this information is not only unethical
and
against Company policy but is also illegal. Directors, officers, and employees
also should comply with any insider trading standards and procedures adopted
from time to time by the Company.
8.Encouraging
the Reporting of any Illegal or Unethical Behavior.
The
Company is committed to operating according to the highest standards of business
conduct and ethics and to maintaining a culture of ethical compliance. The
Chief
Executive Officer, principal executive officers, Senior Financial Officers,
and
Directors should promote an environment in which the Company: (a) encourages
employees to talk to supervisors, managers and other appropriate personnel
when
in doubt about the best course of action in a particular situation; (b)
encourages employees to report violations of laws, rules and regulations to
appropriate personnel; and (c) informs employees that the Company will not
allow
retaliation for reports made in good faith.
9.Fair
Dealing.
The
Chief
Executive Officer, principal executive officers, Senior Financial Officers,
and
Directors should deal fairly with the Company’s customers, suppliers,
competitors and employees. It is the policy of the Company to prohibit any
person from taking unfair advantage of another through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts or any other unfair dealing practice.
-3-
10.Violations;
Waivers.
Violations,
failure to report apparent violations, covering up violations or apparent
violations, retaliating against or disciplining a person for reporting a
violation or apparent violation, or obstructing an investigation of an alleged
or apparent violation will constitute grounds for disciplinary action, including
possible termination of employment.
It
is the
Company’s policy that waivers of this Code will not be granted except in exigent
circumstances. Any waivers of this Code may only be granted by a majority of
the
Board after disclosure of all material facts by the individual seeking the
waiver. Any waiver of this Code will be promptly disclosed as required by law
or
stock exchange regulation.
11.Conclusion.
You
should communicate any suspected violations of this Code, or any unethical
behavior encompassed by this Code, promptly to the CFO or his designee.
Violations will be taken seriously and investigated by the Board or by a person
or persons designated by the Board and appropriate disciplinary action will
be
taken in the event of any violations of the Code.
If
there
are any questions involving application of this Code, guidance should be sought
from the CFO or his designee for clarification.
12.Acknowledgement
of Receipt.
It
shall
also be the policy of the Company that the Chief Executive Officer, principal
executive officers, each Director, each Vice President, the Chief Financial
Officer, and Chief Accounting Officer of each of the Company’s operating
divisions acknowledge receipt of and certify their willingness to adhere to
the
foregoing annually and file a copy of such certification with the Company’s
Secretary.
-4-
PHOENIX
INTERNATIONAL VENTURES, INC.
Code
of Ethics for the Chief Executive Officer, other Principal Executive
Officers,
Senior
Financial Officers and Board of Directors
Acknowledgment
of Receipt of Code of Ethics
This
is
to acknowledge that I have received a copy of the Phoenix International
Ventures, Inc. (“Company”)
Code
of Ethics dated December, 2006, and understand that it contains important
information on the policies of Company and on my obligations as an executive
officer and/or director.
I
will
familiarize myself with the Code of Ethics, and I understand that as an
executive officer and/or director of Company, I am governed by its contents.
If
I do not understand any portion of the Code of Ethics I will speak to the CFO
or
his designee for clarification.
From
time
to time, circumstances may require that the policies and practices described
in
the Code of Ethics be changed. Accordingly, Company reserves the right to
modify, supplement or rescind any provision of the Code of Ethics as it deems
necessary. When new policies are added or existing policies are changed, the
most recent policy shall prevail.
_____________________
Name
(print)
_____________________
Title
_____________________
Signature
Date:
(PLEASE
SIGN AND RETURN ONE COPY OF THIS ACKNOWLEDGMENT TO THE COMPANY’S
SECRETARY)
