Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB All American Sportpark 12-31-07 10-Ksb 45± 203K
2: EX-10 Exhibit 10.12 2± 13K
3: EX-14 Code of Ethics 5± 23K
4: EX-23 Exhibit 23.1 1 6K
5: EX-31 Certification per Sarbanes-Oxley Act (Section 302) 2± 10K
6: EX-32 Certification per Sarbanes-Oxley Act (Section 906) 1 6K
EX-14 — Code of Ethics
EXHIBIT 14
ALL AMERICAN SPORTPARK, INC.
CODE OF ETHICS
(Adopted March 26, 2008)
General Philosophy
The honesty, integrity and sound judgement of our employees, officers and
directors is essential to the Company's reputation and success.
This Code of Ethics governs the actions and working relationships of the
Company's employees, officers and directors with current and potential
customers, consumers, fellow employees, competitors, government, the media,
and anyone else with whom the Company has contact. These relationships are
essential to the success of the Company.
This Code of Ethics:
Requires the highest standards for honest and ethical conduct, including
proper and ethical procedures for dealing with actual or apparent conflicts
of interest between personal and professional relationships.
Requires full, fair, accurate, timely and understandable disclosure in the
periodic reports required to be filed by the Company with governmental and
regulatory agencies.
Requires compliance with applicable laws, rules and regulations.
Addresses potential or apparent conflicts of interest and provides guidance
for employees, officers and directors to communicate those conflicts to The
Company.
Addresses misuse or misapplication of the Company's property and corporate
opportunities.
Requires the highest level of confidentiality and fair dealing within and
outside the Company environment.
Requires reporting of any illegal behavior.
Conflicts of Interest
A "conflict of interest" occurs when your private interest interferes or
appears to interfere in any way with the interests of the Company. You are
expected to avoid all situations that might lead to a real or apparent
conflict between your self-interest and your duties and responsibilities as
an employee, officer or director of. Any position or interest, financial or
otherwise, which could conflict with your performance as an employee, officer
or director of the Company, or which affects or may affect your independence
or judgement concerning transactions between the Company, its customers,
suppliers or competitors or otherwise reflects negatively on the Company
would be considered a conflict of interest.
Confidentiality
Nonpublic information regarding the Company or its businesses, employees,
customers and suppliers is confidential. As an employee, officer or director
of the Company, you are trusted with confidential information. You are only
to use such confidential information for the business purpose intended. You
are not to share confidential information with anyone outside of the Company,
including family and friends, or with other employees who do not need the
information to carry out their duties. You may be required to sign a
specific confidentiality agreement in the course of your employment at the
Company. You remain under an obligation to keep all information confidential
even if your employment with the Company ends.
The following is a non-exclusive list of confidential information:
(i) Trade secrets, which include any business or technical information,
such as formula, program, method, technique, compilation or information that
is valuable because it is not generally known.
(ii) All rights to any invention or process developed by an employee using
Company facilities or trade secret information, resulting from any work for
the Company, or relating to the Company's business, is considered to be
"work-for-hire" under the United States copyright laws and shall belong to
the Company.
(iii) Proprietary information such as customer lists and customers
confidential information.
Corporate Opportunities
Using confidential information about the Company or its businesses,
employees, officers, directors, customers, consumers or suppliers for
personal benefit or disclosing such information to others outside your normal
duties is prohibited.
Title 18 U.S. Code, Section 215, makes it a criminal offense for any the
Company employees to corruptly:
(i) solicit for himself or herself or for a third party anything of value
from anyone in return for any business, service or confidential information
of the Company; or
(ii) accept anything of value (other than normal authorized compensation)
from anyone in connection with the business of the Company, either before or
after a transaction is discussed or consummated.
Employees, officers and directors are prohibited from:
(i) Personally benefitting from opportunities that are discovered through
the use of Company property, contacts, information or position.
(ii) Accepting employment or engaging in a business (including consulting
or similar arrangements) that may conflict with the performance of your
duties or the Company's interest.
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(iii) Soliciting, demanding, accepting or agreeing to accept, anything of
value from any person in conjunction with the performance of your employment
or duties at the Company.
(iv) Acting on behalf of the Company in any transaction in which you or
your immediate family has a significant direct or indirect financial
interest.
There are certain situations in which you may accept a personal benefit from
someone with whom you transact business such as:
(i) Accepting a gift in recognition of a commonly recognized event or
occasion (such as a promotion, new job, wedding, retirement or holiday). An
award in recognition of service and accomplishment may also be accepted
without violating these guidelines so long as the gift does not exceed $100
from any one individual in any calendar year.
(ii) Accepting something of value if the benefit is available to the
general public under the same conditions on which it is available to you.
(iii) Accepting meals, refreshments, travel arrangements and accommodations
and entertainment of reasonable value in the course of a meeting or other
occasion to conduct business or foster business relations if the expense
would be reimbursed by the Company as a business expense if the other party
did not pay for it.
Insider Trading
It is both unethical and illegal to buy, sell, trade or otherwise participate
in transactions involving the Company's common stock or other security while
in possession of information concerning the Company that has not been
released to the general public, but which when released may have an impact on
the market price of the Company's common stock or other equity security. It
is also unethical and illegal to buy, sell, trade or otherwise participate in
transactions involving the common stock or other security of any other
company while in possession of similar non-public information concerning such
company. Any questions concerning the propriety of participating in a stock
or other security transaction should be directed to the President of the
Company.
Outside Business Relationships
Before agreeing to act as a director, officer, consultant, or advisor for any
other business organization, you should notify your immediate supervisor.
Directors should disclose all new directorships or potential directorships to
the Chairman of the Board of Directors in order to avoid any conflicts of
interest and to maintain independence.
The Company encourages civic, charitable, educational and political
activities as long as they do not interfere with the performance of your
duties at the Company. Before agreeing to participate in any civic or
political activities, you should contact your immediate supervisor.
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Employees who are considering outside employment should notify their manager
or supervisor. Managers will review outside employment requests for
potential conflicts of interest.
Fair Dealing
Each employee, officer and director should undertake to deal fairly with the
Company's customers, suppliers, competitors and employees. Additionally, no
one should take advantage of another through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts, or any other
unfair-dealing practices.
Employees must disclose prior to or at their time of hire the existence of
any employment agreement, non-compete or non-solicitation agreement,
confidentiality agreement or similar agreement(s) with a former employer that
in any way restricts or prohibits the performance of any duties or
responsibilities of their positions with the Company. Copies of such
agreement should be provided to Human Resources to permit evaluation of the
agreement in light of the employee's position. In no event shall an employee
use any trade secrets, proprietary information or other similar property,
acquired in the course of his or her employment with another employer, in the
performance if his or her duties for or on behalf of the Company.
Protection and Proper Use of the Company's Property
All employees, officers and directors should protect the Company's property
and assets and ensure their efficient and proper use. Theft, carelessness
and waste can directly impact the Company's profitability, reputation and
success. Permitting the Company property (including data transmitted or
stored electronically and computer resources) to be damaged, lost, or used in
an unauthorized manner is strictly prohibited. Employees, officer and
directors may not use corporate, bank or other official stationary for
personal purposes.
Compliance with Laws, Rules and Regulations
This Code of Ethics is based on the Company's policy that all employees,
officers and directors comply with the law. While the law prescribes a
minimum standard of conduct, this Code of Ethics requires conduct that often
exceeds the legal standard.
Reporting of Illegal or Unethical Behavior
The Company recognizes that its customers must have faith and confidence in
the honesty and character of its employees, officers and directors. In
addition to the importance of maintaining customer confidence, there are
specific laws that outline the actions the Company must take regarding any
known, or suspected, crime involving the affairs of the Company. In
particular, fraud is an element of business that can significantly affect the
reputation and success of the Company.
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The Company requires its employees, officers and directors to talk to
supervisors, managers or other appropriate personnel to report and discuss
any known or suspected criminal activity involving the Company or its
employees. If, during the course of employment, you have any concerns or
complaints regarding questionable accounting, internal accounting controls or
auditing matters, you should submit a complaint to the appropriate party.
Reporting the activity will not subject the employee to discipline absent a
knowingly false report. Complaints may be submitted on a confidential,
anonymous basis.
Administration and Waiver of Code of Ethics
This Code of Ethics shall be administered and monitored by the Company's
President. Any questions and further information on this Code of Ethics
should be directed to the President.
All managers and direct supervisors are responsible for reviewing this Code
of Ethics with their subordinates each time a new edition of the Code of
Ethics is published.
Employees, officers and directors of the Company are expected to follow this
Code of Ethics at all times. Generally, there should be no waivers to this
Code of Ethics, however, rare circumstances conflicts may arise that
necessitate waivers. Waivers will be determined on a case-by-case basis by
the President with the advice of its corporate counsel. However, waivers for
directors and executive officers must be determined by the board of
directors. For members of the board of directors and executive officers, the
board of directors shall have the sole and absolute discretionary authority
to approve any deviation or waiver from this Code of Ethics. Any waiver and
the grounds for such waiver by directors or executive officers shall be
promptly disclosed as required by applicable SEC and other reporting rules.
Known or suspected violations of this Code of Ethics will be investigated and
may result in disciplinary action up to and including, immediate termination
of employment.
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Dates Referenced Herein and Documents Incorporated by Reference
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