EXHIBIT 14
AGU ENTERTAINMENT CORP.
CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
I. INTRODUCTION
This Code of Ethics for Senior Financial Officers (the "Code") applies to
Senior Financial Officers of AGU Entertainment Corp. and its subsidiaries
(collectively, the "Company"). The term "Senior Financial Officer", as
used in this Code, means the Company's Chief Executive Officer (i.e., the
principal executive officer), Chief Financial Officer (i.e., the principal
financial officer), Principal Accounting Officer, Controller and any other
person performing similar functions.
While this Code provides general guidance for appropriate conduct and
avoidance of conflicts of interest, it does not supersede specific
policies that are set forth in other Company policy statements.
The purpose of this Code is to provide guidance to the Company's Senior
Financial Officers with regard to and to promote the following:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in
reports and documents that the Company files with, or submits to,
the Securities and Exchange Commission (the "SEC") and in other
public communications made by the Company;
o compliance with applicable governmental laws, rules and regulations;
o prompt internal reporting to an appropriate person or persons
identified in the Code of violations of the Code; and
o accountability for adherence to the Code.
Each day, you are faced with making decisions that will affect the
Company's business. You are obligated to comply with the Code guidelines
and should avoid even the appearance of unethical or unprofessional
behavior. To that end, you should seek advice from the Company's
Compliance Officer when faced with a situation that may violate or give
the appearance of violating the Code, Company policies, laws, rules or
regulations.
II. HONEST AND ETHICAL CONDUCT
The Company expects and requires ethical behavior from Senior Financial
Officers. You are expected to act in the best interests of the Company.
Further, you must engage in and promote honest and ethical conduct,
including handling actual or apparent conflicts of interest in an ethical
manner, and act with honesty and integrity.
III. CONFLICTS OF INTEREST
A conflict of interest exists when your personal interests interfere with,
or give the appearance of interfering with, the interests of the Company.
In the best interests of the Company, you must avoid actual or apparent
conflicts between your personal interests and those of the Company,
including gaining improper personal benefits as a result of your position.
In addition, you should not use corporate assets or information for your
personal gain.
Conflicts of interest may manifest themselves in many ways and may reach
farther than just the person employed by the Company. In fact, many
conflicts arise as a result of situations involving your relative.
IV. ACCURACY OF REPORTING
As a publicly traded Company, the Company is required to comply with
federal and state laws and regulations with respect to accuracy in the
information it reports to the SEC and communicates to the public. The
Company's financial statements are relied upon both internally and
externally by individuals making business or investment decisions.
Accuracy and candor is critical to the financial health of the Company. As
a result, Senior Financial Officers must act in good faith, responsibly,
with due care and diligence in preparing the financial statements, reports
and other documents filed or submitted to the SEC as well as other public
communications made by the Company (collectively, "SEC Reports and Public
Documents").
As a Senior Financial Officer, you must help ensure that SEC Reports and
Public Documents fairly disclose the Company's assets, liabilities and
material transactions engaged in by the Company. You are responsible for
the SEC Reports and Public Documents meeting the following requirements:
o SEC Reports and Public Documents must, in reasonable detail,
accurately and fairly reflect the transactions engaged in by the
Company and acquisitions and dispositions of the Company's assets;
o SEC Reports and Public Documents must not contain any untrue
statement of material fact that would make the statements in the SEC
Reports and Public Documents misleading;
o Financial reports must be prepared in accordance with, or reconciled
to, Generally Accepted Accounting Principles and applicable SEC
rules, including the SEC accounting rules; and
o SEC Reports and Public Documents must contain full, fair, accurate,
timely and understandable disclosure.
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If you become aware of inaccuracies contained in the SEC Reports and
Public Documents, or material omissions from the SEC Reports and Public
Documents, you are required to immediately report such inaccuracies or
omissions to the Chairperson of the Company's Audit Committee pursuant to
the procedure outlined in Section VI.
Finally, you are required to respect the confidentiality of information
acquired in the course of the performance of your responsibilities.
V. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
The Company's continued and current success largely depends upon its
reputation for engaging in its business in an ethical and legal manner.
Therefore, Senior Financial Officers must comply with both the letter and
spirit of federal, state and local laws, rules and regulations applicable
to the Company's business.
VI. RESPONSIBILITY FOR REPORTING
The Company has established a reporting system that requires Senior
Financial Officers to report violations of any of the policies set forth
in this Code. THESE MANDATORY REPORTING OBLIGATIONS APPLY WHETHER OR NOT
THE REPORTING PERSON WAS PERSONALLY INVOLVED IN THE ALLEGED VIOLATION OF
THE POLICIES SET FORTH IN THIS CODE.
Upon observing or learning of any violation of the policies set forth in
this Code, Senior Financial Officers must report the same by writing a
letter describing the suspected violation with as much detail as possible
and sending the letter to the Chairperson of the Audit Committee,
Confidential - Code of Ethics at: 11077 Biscayne Boulevard, Suite 100,
Miami, Florida 33161.
The Senior Financial Officer is required to sign the letter, unless such
complaint relates to questionable accounting or auditing matters described
below. The letter will be treated confidentially by the Company unless
disclosure is required or deemed advisable by the Company in connection
with any actual or potential governmental investigation or unless advised
by the Company's outside counsel that disclosure would be in the interest
of the Company. Anonymous letters will not normally be investigated,
unless the correspondence concerns questionable accounting or auditing
matters covered by the Company's Whistle-Blower Policy.
The Company may elect not to investigate letters containing allegations of
unspecified wrongdoing without verifiable evidentiary support. The report
of an alleged violation of the Code must be factual, rather than
speculative or conclusory, and must contain the following specific
information to justify the commencement of an investigation: (i) the
alleged event, including the date and location of such event, or issue
that is the subject of the letter; (ii) the name of each person involved;
and (iii) any additional information, documentation or other evidence
available to support the reported violation.
Once the Company receives notice of a suspected violation of this Code
that complies with the foregoing requirements, the Company shall promptly
begin an investigation. Such investigation shall be supervised by the
Audit Committee. Once a violation is found to exist, the individual that
violated the Code shall be subject to disciplinary action as described in
Section VII of the Code.
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The system of receipt, retention, and treatment of complaints regarding
accounting, internal accounting controls or auditing matters that ensures
the confidential and anonymous submission of employees' concerns regarding
questionable accounting or auditing matters is covered by the separate
Whistle-Blower Policy adopted by the Company. You can obtain a copy of
such policy from the Company's Compliance Officer.
The Company will not condone any form of retribution upon any Senior
Financial Officer who uses the reporting system in good faith to report
suspected wrongdoers, unless the individual reporting the violation is one
of the violators. The Company will not tolerate any harassment or
intimidation of any Senior Financial Officer using the reporting system.
The Company will also exercise disciplinary action against any Senior
Financial Officer who is found to have intimidated or harassed a person
who has reported a suspected violation in good faith.
VII. COMPLIANCE; ADMINISTRATION
As a condition of employment and continued employment, each Senior
Financial Officer must accept the responsibility of complying with the
foregoing policies and acknowledge his or her receipt of the Code by
executing the Acknowledgement attached hereto.
Any Senior Financial Officer who knowingly and willfully violates any of
these policies is subject to disciplinary action including but not limited
to suspension or termination of employment, and such other action,
including legal action, as the Company believes to be appropriate under
the circumstances. The Audit Committee will make the determination as to
penalties applicable to Senior Financial Officers for Code violations.
VIII. AMENDMENTS; WAIVER
The Company reserves the right to amend, waive or alter the policies set
forth in the Code at any time. Any amendment to the Code or waiver or
implicit waiver of any provision of the Code requires the approval of a
majority of the Company's non- management directors.
Unless the SEC rules and regulations otherwise provide, amendments to and
waivers of any provision of the Code must be promptly disclosed in
accordance with SEC regulations, including an explanation of why the
waiver or implicit waiver was granted. Unless the SEC rules and
regulations otherwise provide, the term "waiver" means the Company's
approval of a material departure from a provision of the Code; and the
term "implicit waiver" means the Company's failure to take action within a
reasonable period of time regarding a material departure from a provision
of the Code that has been made known to the Company's executive officer.
Adopted: August 18, 2004.
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ACKNOWLEDGEMENT
I hereby acknowledge receipt of the Code of Ethics for Senior Financial Officers
(the "Code") of AGU Entertainment Corp. and its subsidiaries (collectively, the
"Company"). I have read the Code and understand and acknowledge that I may be
subject to disciplinary action including, but not limited to suspension,
termination of employment, or any other action, including legal action, by the
Company in the event of my violation of the Code.
Date:________________
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Name
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Signature
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Title
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