Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB Annual Report 41 209K
2: EX-14 Code of Ethics 3 12K
3: EX-21 Information Re: Blackbook Photography, Inc. 1 5K
4: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) 2± 9K
5: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) 2± 9K
6: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) 1 6K
7: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) 1 6K
EX-14 — Code of Ethics
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Exhibit 14
DAG Media, Inc.
CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER,
CHIEF FINANCIAL OFFICER, AND FINANCIAL MANAGERS
The Company's Chief Executive Officer (the "CEO"), Chief Financial Officer (the
"CFO"), and all financial managers of Dag Media, Inc. (the "Company") are bound
by the provisions set forth herein relating to honest and ethical conduct,
including the handling of conflicts of interest and compliance with applicable
laws, rules and regulations:
1. The CEO, CFO, and financial managers are responsible for maintaining
the Company's accounting records in accordance with all applicable
laws, and ensure that the accounting records are proper, supported,
classified, and do not contain any false or misleading entries.
2. The CEO, CFO, and financial managers are responsible for the
Company's system of internal financial controls and shall promptly
bring to the attention of the Chairman of the Audit Committee, any
information he or she may have concerning:
a) significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting
which are reasonably likely to adversely affect the Company's
ability to record, process, summarize and report financial
data; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Company's financial reporting, disclosures, or internal
control over financial reporting.
3. The CEO, CFO and all financial managers are responsible for full,
fair, accurate, timely and understandable disclosure in:
a) reports and documents that the Company files with or submits
to the SEC; and
b) the Company's other communications with the public, including
both written and oral disclosures, statements and
presentations.
4. The CEO, CFO and all financial managers are not permitted, directly
or indirectly, to take any action to fraudulently influence, coerce,
manipulate, or mislead any independent public or certified public
accountant engaged in the performance of an audit or review of the
financial statements of the Company that are required to be filed
with the SEC if such person knew or
was unreasonable in not knowing that such action could, if
successful, result in rendering such financial statements materially
misleading. For purposes of this Code of Ethics, actions that
"could, if successful, result in rendering such financial statements
materially misleading" include, but are not limited to, actions
taken at any time with respect to the professional engagement period
to fraudulently influence, coerce, manipulate, or mislead an
auditor:
a) to issue a report on the Company's financial statements that
is not warranted in the circumstances (due to material
violations of generally accepted accounting principles,
generally accepted auditing standards, or other applicable
standards);
b) not to perform audit, review or other procedures required by
generally accepted auditing standards or other applicable
professional standards;
c) not to withdraw an issued report; or
d) not to communicate matters to the Audit Committee.
5. The CEO, CFO and each financial manager shall promptly bring to the
attention of the Chairman of the Audit Committee any information he
or she may have concerning:
a) evidence of a material violation of the securities or other
laws, rules or regulations applicable to the Company or its
employees or agents, or
b) any violation of this Code of Ethics.
6. The CEO, CFO, and financial managers shall not, during the term of
their employment with the Company, compete with the Company and may
never let business dealings on behalf of the Company be influenced,
or even appear to be influenced, by personal or family interests.
The CEO, CFO and financial managers shall promptly bring to the
attention of the Chairman of the Audit Committee any information he
or she may have concerning any actual or apparent conflicts of
interest between personal and professional relationships, involving
any management or other employees who have a significant role in the
Company's financial reporting, disclosures or internal controls.
7. The Company is committed to complying with both the letter and the
spirit of all applicable laws, rules and regulations. The Company
intends to prevent the occurrence of conduct not in compliance with
this Code of Ethics and to halt any such conduct that may occur as
soon as reasonably
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possible after its discovery. Allegations of non-compliance will be
investigated whenever necessary and evaluated at the proper
level(s). Those found to be in violation of this Code of Ethics,
including failures to report potential violations by others, are
subject to appropriate disciplinary action, up to and including
termination of employment. Criminal misconduct may be referred to
the appropriate legal authorities for prosecution.
8. The Company will strive to keep confidential the identity of anyone
reporting a possible violation. To facilitate the fullest compliance
possible, and encourage employees to ask questions when presented
with potential violations, the Company will not tolerate retaliation
against any employee asking questions or making a good faith report
in an attempt to comply with this code. Open communication of issues
and concerns by all employees without fear of retribution or
retaliation is vital to the successful implementation of this Code.
All employees are required to cooperate with internal investigation
of misconduct and unethical behavior.
9. Any waiver of this Code of Ethics may be made only by the Audit
Committee and will be promptly disclosed as required pursuant to
federal securities laws, regulations and applicable listing
standards.
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