8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): January 16, 2008

ASIA TIME CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	000-51981	20-4062619
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Room 1601-1604, 16/F., CRE Centre 889 Cheung Sha Wan Road, Kowloon, Hong Kong	N/A
(Address of principal executive offices)	(Zip code)
Registrant’s telephone number, including area code:	(852)-23100101

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 16, 2008, the Board of Directors of Asia Time Corporation (the “Company”) appointed Siu Po Lee, Zhao Dr. Ching Wah Leung, and Wu Hok Lun (the “New Directors”) to serve as independent directors of the Company. The Board of Directors determined that each of the New Directors is independent, as defined by the applicable rules of the American Stock Exchange. Additionally, on January 16, 2008 the Company’s Board of Directors created an audit committee, adopted an audit committee charter, and appointed the New Directors to serve as members of the audit committee of the Board of Directors. Mr. Lee will serve as the “audit committee financial expert” as defined under Item 407(d) of Regulation S-K.

Item 8.01. Other Events

In addition, on January 16, 2008, the Company’s Board of Directors adopted the Asia Time Corporation Code of Business Conduct and Ethics (the “Code of Ethics”), attached as Exhibit 99.2 to this Current Report on Form 8-K. The Company intends to disclose on a Form 8-K any amendments or waivers of any provision of the Company's Code of Ethics.

Item 9.01. Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Asia Time Corporation Audit Committee Charter.
99.2	Asia Time Corporation Code of Business Conduct and Ethics.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:January 22, 2008	ASIA TIME CORPORATION
	By:	/s/ Kwong Kai Shun
		Name: Kwong Kai Shun
		Title:   Chief Executive Officer, Chief Financial Officer and Chairman of the Board

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EX-99.1

ASIA TIME CORPORATION

CHARTER OF THE AUDIT COMMITTEE

Adopted as of January 16, 2008

Section 1. Purpose.

The primary purpose of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of Asia Time Corporation (the "Company") is:

· to assist the Board of Directors to fulfill its oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the Company’s internal audit function and independent auditors; and

· to prepare the audit committee report required by the rules of the Securities and Exchange Commission (the "SEC") to be included in the Company’s annual proxy statement.

Section 2. Membership.

(A)As long as the Company qualifies as a Controlled Company (as defined in Section 801(a) of the AMEX Company Guide), the Committee shall consist of at least three directors. Once the Company no longer qualifies as a Controlled Company, the Committee shall consist of at least four directors. The exact number of members shall be determined from time to time by the Board.

(B)The members of the Committee shall meet the independence requirements imposed by any market or exchange on which the Company’s securities may be listed or quoted from time to time (the “Listing Standards”), and by SEC Rule 10A-3(b)(1), and shall be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement. None of the members of the Committee shall have participated in the preparation of the financial statements of the Company or any subsidiary of the Company at any time during the three years preceding becoming a member of the Committee. At least one member of the Committee shall be a “financial expert” as defined in Item 401 of Regulation S-K as determined by the Board.

(C)The members of the Committee shall be appointed by a majority vote of the directors on the Board and shall serve until such member’s successor is duly appointed and qualified or until such member’s resignation or removal by a majority vote of the Board.

(D)No member of the Committee may serve simultaneously on the audit committees of more than two other public companies, unless the Board determines that such simultaneous service would not impair such director’s ability to serve effectively on the Committee and such determination is disclosed in the Company’s annual proxy statement.

Section 3. Authority and Responsibilities.

The Committee’s function is not to replace the Company’s management, internal auditors and outside auditors, but rather one of oversight. It is the responsibility of the Company’s management to prepare the Company’s financial statements and to develop and maintain adequate systems of internal accounting and financial controls, and it is the internal and outside auditors’ responsibility to review and, when appropriate, audit these financial statements and internal controls. The Committee recognizes that the financial management and the internal and outside auditors have more knowledge and information about the Company than do Committee members. Consequently, in carrying out its oversight responsibilities, the Committee cannot provide any expert or special assurance as to the Company’s financial statements or internal controls or any professional certification as to the outside auditors’ work. In carrying out its oversight responsibilities, the Committee shall undertake the activities and have the authority (in addition to any others that the Board may from time to time delegate to the Committee) as described in this Charter.

Section 4. Relationship with Auditors.

(A)The Committee shall have sole authority and be directly responsible for the appointment, retention, compensation, oversight, evaluation and termination (subject, if applicable, to shareholder ratification) of the work of the Company’s outside auditors for the purpose of preparing or issuing an audit report or performing other audit, review or attest services. The Company’s outside auditors shall report directly to the Committee.

(B)The Committee shall review and pre-approve (i) auditing services (including those performed for purposes of providing comfort letters and statutory audits) and (ii) non-auditing services that exceed a de minimis standard established by the Committee, which are rendered to the Company by its outside auditors (including fees).

(C)The Committee shall:

(i) if required by any applicable law or rule of an exchange or association on which the Company’s securities are traded, request from the outside auditors, at least annually, a written report describing: (a) the outside auditors’ internal quality-control procedures; and (b) any material issues raised by the most recent internal quality-control review or peer review of the outside auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, with respect to one or more independent audits carried out by the outside auditors, and any steps taken to deal with any such issues; and

(ii) if required by any applicable law or rule of an exchange or association on which the Company’s securities are traded, review and discuss with the outside auditors any relationships or services that may impact the objectivity and independence of the outside auditors; and

(iii) request from the outside auditors, at least annually, a written report describing all relationships between the outside auditors and the Company, including the matters covered by Independence Standards Board Standard Number 1 (to assess the outside auditors’ independence).

(D)After reviewing the foregoing reports and the outside auditors’ work throughout the year, the Committee shall evaluate the outside auditors’ qualifications, performance and independence. This evaluation shall include the review and evaluation of the lead partner(s) of the outside auditors. In making its evaluation, the Committee may take into account the opinions of management and the Company’s internal auditors (or other personnel responsible for the internal audit function) and shall take appropriate action in response to the outside auditors’ report and the opinions of those the Committee consults to satisfy itself of the outside auditors’ independence and adequate performance.

(E)The Committee should further consider whether, in order to assure the continuing independence of the outside auditors, there should be regular rotation of the lead audit partner (in addition to what may already be required by law or regulation).

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(F)The Committee shall establish hiring policies with respect to employees and former employees of the outside auditors.

(G)The Committee shall review and discuss with management, the outside auditors and the internal auditors the performance and adequacy of the Company’s internal audit function, including the internal auditors’ responsibilities, budget, staffing, the Internal Audit Statement of Responsibilities and any proposed changes in the audit scope, plan or procedures from the prior period.

Section 5. Financial Reporting Process and Financial Statements.

(A)The Committee shall meet regularly with management. The Committee shall meet, at least annually, with the Company’s outside auditors in a private session.

(B)The Committee shall review and discuss with management and the outside auditors on a quarterly basis prior to filing quarterly or annual financial statements: (i) the audited financial statements to be included in the Company’s Annual Report on 10-K(or the Annual Report to Shareholders if distributed prior to the filing of the Form 10-K); (ii) the quarterly financial statements to be included in the Form 10-Q, (iii) the Company’s disclosures in the related "Management’s Discussion and Analysis of Financial Condition and Results of Operation"; (iv) the Company’s disclosure controls and procedures (including any significant internal control deficiencies or material weaknesses and any changes implemented in light of material control deficiencies or weaknesses); and (v) any fraud that involves management or other employees who have a significant role in the Company’s internal controls.

(C)In connection with the annual audit and review by the outside auditors of the financial information included in the Company’s Quarterly Reports on Form 10-Q, the Committee shall, prior to the filing of the Form 10-K or 10-Q, as applicable, discuss with the outside auditors the results of their audit or review and the matters required to be discussed by Statement on Auditing Standards No. 61 (SAS 61), as amended or supplemented. In addition, the Chairman or his designee shall, before the quarterly earnings press releases are released, discuss with the outside auditors the results of their review of quarterly earnings press releases and the matters required to be discussed by SAS 61.

(D)The Committee shall request from the Company’s outside auditors and, where applicable, the Company’s internal auditors, timely reports concerning:

(i) major issues regarding accounting principles and financial statement presentations, including all critical accounting policies and practices and any changes in the selection or application of accounting principles;

(ii) all significant financial reporting issues and judgments, including all critical accounting estimates and alternative treatments of financial information within generally accepted accounting principles that have been discussed with the management of the Company, the ramifications of the use of such alternative estimates or treatments and the estimate/treatment preferred by the auditors;

(iii) the effect of regulatory or accounting initiatives, as well as off-balance sheet transactions, on the financial statements; and

(iv) any material written communications between the auditors and the management of the Company (such as any management letter or schedule of unadjusted differences).

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(E)The Committee shall review with the outside auditors and the internal auditors any audit problems or difficulties encountered (including any restrictions on the scope of the independent auditor’s activities or on access to requested information, and any significant disagreements with management) and management’s response. The Committee shall be responsible for the resolution of disagreements among the Company’s management, the outside auditors and the internal auditors regarding financial reporting.

(F)The Committee shall review with the internal auditor and the external auditor their annual audit plans and the degree of coordination of such plans.

(G)Based on the above review and discussions, the Committee shall determine whether to recommend to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K.

(H)The Committee shall prepare the report of the audit committee required by the rules of the SEC to be included in the Company’s annual proxy statement.

(I)The Committee shall periodically discuss with management the types of information to be disclosed and the types of presentation to be made in quarterly earnings press releases and with respect to financial information and earnings guidance provided to analysts and rating agencies or otherwise made public.

Section 6. Risk Management.

(A)The Committee shall discuss with management, the internal auditors and the outside auditors the Company’s policies with respect to risk assessment and risk management. This discussion should cover the Company’s major financial risk exposures and the steps management has taken to monitor and control these exposures.

(B)The Committee shall review the annual audit report regarding officers’ expense accounts and perquisites and the results of any surveys of compliance with any business conduct policies of the Company.

Section 7. Compliance with Laws, Regulations and Ethics Codes.

(A)The Committee shall review with the Company’s general counsel, the internal auditors and other appropriate parties, as applicable, legal matters that may have a material impact on the Company’s financial statements, the Company’s compliance policies and procedures and any material reports received from or communications with regulators or government agencies.

(B)The Committee shall review and pre-approve any related party transactions and other matters pertaining to the integrity of management, including potential conflicts of interest, or adherence to standards of business conduct as required by the policies of the Company.

(C)The Committee shall (i) review requests for waivers from management regarding any code of conduct and ethics that the Company may adopt for the principal financial officer, principal accounting officer, controller or persons performing similar functions, and (ii) promptly disclose any waivers that are required by regulation or listing standards to be disclosed publicly.

(D)The Committee shall oversee and regularly review the adequacy and performance of established procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls and/or auditing matters; and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.

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Section 8. Performance Evaluation.

The Committee shall review its own performance and reassess the adequacy of this Charter at least annually in such manner as it deems appropriate, and submit such evaluation, including any recommendations for change, to the full Board for review, discussion and approval.

Section 9. Access to Advisors.

(A)The Committee shall have the authority to engage and obtain advice and assistance from internal or external legal, accounting or other advisors, without having to seek board approval.

(B)The Committee shall make determinations with respect to funding by the Company with respect to the payment of the Company’s outside auditors and any other advisors retained by the Committee.

Section 10. Funding.

(A)In addition to the funding permitted under Section 9(B), the Company shall provide for appropriate funding, as determined by the Committee, in its capacity as a committee of the Board of Directors for payment of:

(i)Compensation to any registered public accounting firm engaged for the purposes of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and

(ii)Ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Section 11. Structure and Operations.

(A)The Board shall designate one member of the Committee to act as its chairperson. The Committee shall meet in person or telephonically at least on a quarterly basis at such times and places determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson. The chairperson, with input from the other members of the Committee, shall set the agendas for Committee meetings; such agendas shall be distributed to the full Board. Two members of the Committee shall constitute a quorum; when more than two members are present, the act of a majority of such members at a meeting at which a quorum exists shall be the act of the Committee, and when only two members are present, the unanimous vote of the two members shall constitute the act of the Committee.

(B)The Committee may request that any directors, officers or other employees of the Company, or any other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. The Committee may exclude from its meetings any persons it deems appropriate in order for it to fulfill its responsibilities.

(C)The Committee may form and delegate authority to subcommittees when appropriate. In particular, the Committee may also delegate to one or more of its members the authority to pre-approve audit and/or non-audit services, provided that the decisions of any member(s) to whom pre-approval authority is delegated shall be presented to the Committee at the next Committee meeting.

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(D)The Committee shall maintain written minutes or other records of its meetings and shall give regular reports to the Board on these meetings, including the Committee’s actions, conclusions and recommendations and such other matters as required by this Charter or as the Board may from time to time specify.

(E)Except as expressly provided in this Charter, the Company’s by-laws or the Company’s business conduct policies, if any, or as required by law, regulation or the Listing Standards, the Committee shall set its own rules of procedure.

Section 12. Compensation.

No member of the Committee may receive, directly or indirectly, any compensation from the Company other than (A) fees paid to directors for service on the Board (including customary perquisites and other benefits that all directors receive), (B) additional fees paid to directors for service on a committee of the Board (including the Committee) or as the chairperson of any committee and (C) a pension or other deferred compensation for prior service that is not contingent on future service on the Board.

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EX-99.2

Asia Time Corporation

Code of Business Conduct and Ethics

Adopted January 16, 2008

I. Statement of Policy

This Code of Business Conduct and Ethics (the “Code”) has been adopted by the Board of Directors of Asia Time Corporation (the “Company,” “we,” “our” or “us”) to promote honest and ethical conduct, proper disclosure of financial information in the Company's periodic reports, and compliance with applicable laws, rules, and regulations by the Company's Financial Employees who have financial responsibilities. This Code summarizes the legal, ethical and regulatory standards that the Company must follow and is a reminder to its directors, officers and employees of the seriousness of that commitment. As used in this Code, the term Financial Employees means executives and all managers with accounting or financial reporting responsibilities or related disclosure responsibilities, including but not limited to the Company Chief Executive Officer, Chief Financial Officer, principal accounting officer, controller and other persons performing similar functions. The Code should also be provided to and followed by all of the Company’s agents and representatives, including its consultants, to the same extent required of directors, certain of its officers and employees of the Company.

Our business is becoming increasingly complex, both in terms of the geographies in which we function and the laws with which we must comply. To help our employees understand what is expected of them and to carry out their responsibilities, we have created this Code of Business Conduct and Ethics. While this Code covers a wide range of business practices and procedures, it is not intended to be a comprehensive guide to all of our policies or to all of your responsibilities under the applicable laws or regulations. Rather, this Code sets out basic principles to help you resolve the ethical and legal issues that you may encounter in conducting our business. As such, this Code functions as a guideline, or a minimum requirement, that must always be followed.

We expect each of our employees to read and become familiar with the ethical standards described in this Code. Violations of the law, our corporate policies or this Code may lead to disciplinary action, including termination of employment or service with the Company.

II. We Insist on Honest and Ethical Conduct

We place the highest value on the integrity of our employees, and demand this level of integrity in all our dealings. We insist on not only ethical dealings with others, but on the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

Competition and Fair Dealing

All employees are required to deal honestly and fairly with our customers, suppliers, competitors, other employees and other third parties. We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other intentional unfair practice, and our employees should be diligent in preventing or terminating any such activity by the employees reporting to them.

Conflicts of Interest; Corporate Opportunities

Our employees should not be involved in any activity that creates or gives the appearance of a conflict of interest between their personal interests and the interests of the Company. A conflict of interest occurs when an individual’s private interest interferes in any way or may appear to interfere with the interests of the Company as a whole. A conflict situation can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest may also arise when a director, officer or employee, or a member of his or her family, receives an improper personal benefit as a result of his or her position with the Company. It may be a conflict of interest for a director, officer or employee to work simultaneously for a competitor, customer or supplier. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.

In addition, without limiting the generality of this Code’s prohibition on conflicts of interest by employees, examples of conflicts of interest include, but are not limited to:

· Accepting, directly or indirectly, gifts, loans, services or entertainment of more than nominal value, from a competitor, customer, supplier, or other party doing or seeking to do business with the Company;

· Acquiring any interest or asset of any kind for the purpose of selling or leasing it to the Company; and

· Doing business with close relatives on behalf of the Company unless authorized after the relationship has been fully disclosed.

Employees must notify the Chairman of our Audit Committee of the existence of any actual or potential conflict of interest including any actual or potential conflicts of interest involving their subordinate employees of which they become aware. The Audit Committee may make a determination that a particular transaction or relationship will not result in a conflict of interest covered by this policy. Any waivers of this policy may only be approved by the Board of Directors or the Audit Committee. If you are not sure whether a potential matter constitutes a conflict of interest, please contact the Chairman of our Audit Committee who will assist you in the determination or refer you to the Company’s outside counsel.

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Confidentiality

Our employees are entrusted with our confidential information and with the confidential information of our suppliers, customers or other business partners. This information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed, and may include (a) technical or scientific information about current and future products, services or research, (b) business or marketing plans or projections, (c) earnings and other internal financial data, (d) personnel information, (e) supply and customer lists and (f) other non-public information that, if disclosed, might be of use to our competitors, or harmful to our suppliers, customers or other business partners. This information is our property, or the property of our suppliers, customers or business partners, and in many cases was developed at great expense.

Our employees must maintain the confidentiality of confidential information entrusted to them by the Company, its suppliers, customers or other business partners, except when disclosure is authorized by the Board of Directors, or general counsel, if such position is hereafter filled, or is otherwise required by applicable laws or regulations. This obligation to preserve confidential information continues even after your appointment and/or employment, as applicable, ends. In connection with this obligation, you may have executed a confidentiality agreement when you began employment with the Company. Please see your confidentiality agreement, if any, and the Company’s employee handbook for further information regarding your responsibilities in this area.

Protection and Proper Use of Corporation Assets

All employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.

The obligation to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy, could be illegal and may result in civil or even criminal penalties.

Corporate Opportunities

Employees are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

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III. Provide Full, Fair, Accurate, Timely and Understandable Disclosure

We are committed to providing our stockholders and investors with full, fair, accurate, timely and understandable disclosure in the reports that we file with the Securities and Exchange Commission. You must take all steps available to assist the Company in these responsibilities. To this end, our employees shall:

· not make false or misleading entries in our books and records for any reason;

· notify our Chief Financial Officer if they become aware of an unreported or questionable transaction;

· maintain a system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded;

· prohibit the establishment of any undisclosed or unrecorded funds or assets;

· maintain a system of internal controls that will provide reasonable assurances to our management that material information about the Company is made known to management, particularly during the periods in which our periodic reports are being prepared; and

· present information in a clear and orderly manner and avoid the use of unnecessary legal and financial language in our periodic reports.

IV. Special Ethical Obligations for Employees with Financial Reporting Responsibilities

In performing their duties, our Financial Employees must adhere to and advocate to the best of their ability the following principles governing their professional and ethical conduct:

· Act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interests between personal and professional relationships;

· Comply with all applicable laws, rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies applicable to the performance of his or her duties with the Company;

· Comply with the Company’s established accounting procedures, system of internal controls and generally accepted accounting principles;

· Promptly disclose to the Audit Committee any significant deficiencies in the design or operation of the Company’s internal controls impacting the collection and reporting of financial data and any fraud involving management or other employees who play a significant role in the Company’s internal controls; and

· 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 the Company files with, or submits to, governmental agencies, including the Securities and Exchange Commission, and in other public communications made by the Company.

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V. Compliance with all Laws, Rules and Regulations

We are committed to full compliance with the laws and regulations of the cities, states and countries in which we operate, including, but not limited to:

· Conducting our activities in full compliance with all applicable environmental laws;

· prohibiting any illegal payments, gifts or gratuities to any government or government employee;

· prohibiting the unauthorized use, reproduction, or distribution of any third party’s trade secrets, copyrighted information or confidential information; and

· complying with all applicable securities laws.

Our employees who have access to material, nonpublic information about the Company are not permitted to use or share that information for stock trading purposes or for any other purpose except in the conduct of our 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 but also illegal.

Any employee who violates the law or this Code may be subject to immediate disciplinary action, including possible termination of employment or affiliation with the Company.

VI. Compliance Procedures; Reporting Violations; and Effect of Violations

Compliance with this Code, first and foremost, is the individual responsibility of every employee. We attempt to foster a work environment in which ethical issues and concerns may be raised and discussed with supervisors or with others without the fear of retribution.

Reporting Violations and Questions

Employees must promptly report, in person or in writing, any known or suspected violations of laws, governmental regulations or this Code to the Chairman of the Audit Committee. Any questions or violation reports will be addressed immediately and seriously.

No Retaliation; Internal Investigation

We will not allow any retaliation against an employee who acts in good faith in reporting any violation. When an alleged violation of the Code is reported, we shall take prompt and appropriate action in accordance with the law and regulations otherwise consistent with good business practices. Our Audit Committee will investigate any reported violations and will determine an appropriate response, including corrective action and preventative measures, involving the Chief Executive Officer when required. All reports will be treated confidentially to every extent possible.

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Consequences of a Violation

Employees that violate any laws, governmental regulations or this Code will face appropriate, case specific disciplinary action, which may include demotion or immediate discharge.

At Will Employment

Nothing in this Code shall confer upon employees any right to continue in the employment of the Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any parent or subsidiary of the Company employing or retaining the employee) or of the employee, which rights are hereby expressly reserved by each, to terminate the employee’s service with the Company at any time for any reason, with or without cause.

VII. Waivers of the Code of Ethics

Any waiver of this Code for employees may be made only by the Board of Directors, or the Audit Committee and will be promptly disclosed as required by law. Requests for waivers must be made in writing to the Board of Directors or the Audit Committee prior to the occurrence of the violation of the Code.

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