EXHIBIT
14.1
 
 
 PROMOTORA
VALLE HERMOSO INC.
  (the
“Company”)
  CODE
OF CONDUCT AND ETHICS
  Introduction
  This Code
of Conduct and Ethics covers a wide range of business practices and
procedures.  It does not cover every issue that may arise, but it sets
out basic principles to guide the directors, officers, and employees of the
Company.  All Company directors, officers, and employees should
conduct themselves accordingly and seek to avoid even the appearance of improper
behavior in any way relating to the Company.  In appropriate
circumstances, this Code should also be provided to and followed by the
Company’s agents and representatives, including consultants.
  Any
director or officer who has any questions about this Code should consult with
the Chief Executive Officer, the Chief Financial Officer, or legal counsel as
appropriate in the circumstances.  If an employee has any questions
about this Code, the employee should ask his or her supervisor how to handle the
situation.
  1.            
Scope of Code.
  This Code is intended to deter
wrongdoing and to promote the following:
  ·
            honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;
  ·
            full,
      fair, accurate, timely, and understandable disclosure in reports and
      documents the Company files with, or submits to, the Securities and
      Exchange Commission (the “SEC”) and in other communications made by the
      Company;
  ·
            compliance
      with applicable governmental laws, rules, and
  regulations;
  ·
            the
      prompt internal reporting of violations of this Code to the appropriate
      person or persons identified in this
Code;
  ·
            accountability
      for adherence to this Code; and
  ·
            adherence to a high standard of
      business ethics.
  2. Compliance
with Laws, Rules, and Regulations
  Obeying
the law, both in letter and in spirit, is the foundation on which the Company’s
ethical standards are built.  All directors, officers, and employees
should respect and obey all laws, rules, and regulations applicable to the
business and operations of the Company.  Although directors, officers,
and employees are not expected to know all of the details of these laws, rules,
and regulations, it is important to know enough to determine when to seek advice
from supervisors, managers, officers or other appropriate Company
personnel.
  3.            
Conflicts of Interest
  A
“conflict of interest” exists when an individual’s private interest interferes
in any way – or even appears to conflict – with the interests of the
Company.  A conflict of interest 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 on behalf of the Company in an objective and
effective manner.  Conflicts of interest may also arise when a
director, officer, or employee, or a member of his or her family, receives
improper personal benefits as a result of his or her position with the
Company.  Loans to, or guarantees of obligations of, employees and
their family members may create conflicts of interest.
  
  Service
to the Company should never be subordinated to personal gain and
advantage.  Conflicts of interest, whenever possible, should be
avoided.  In particular, clear conflict of interest situations
involving directors, officers, and employees who occupy supervisory positions or
who have discretionary authority in dealing with any third party may include the
following:
  ·
            any
      significant ownership interest in any supplier or
  customer;
  ·
            any
      consulting or employment relationship with any customer, supplier, or
      competitor;
  ·
            any
      outside business activity that detracts from an individual’s ability to
      devote appropriate time and attention to his or her responsibilities to
      the Company;
  ·
            the
      receipt of non-nominal gifts or excessive entertainment from any
      organization with which the Company has current or prospective business
      dealings;
  ·
            being
      in the position of supervising, reviewing, or having any influence on the
      job evaluation, pay, or benefit of any family member;
  and
  ·
            selling
      anything to the Company or buying anything from the Company, except on the
      same terms and conditions as comparable directors, officers, or employees
      are permitted to so purchase or
sell.
  It is
almost always a conflict of interest for a Company officer or employee to work
simultaneously for a competitor, customer, or supplier.  No officer or
employee may work for a competitor as a consultant or board
member.  The best policy is to avoid any direct or indirect business
connection with the Company's customers, suppliers, and competitors, except on
the Company's behalf.
  Conflicts
of interest are prohibited as a matter of Company policy, except under
guidelines approved by the Board of Directors.  Conflicts of interest
may not always be clear-cut and further review and discussions may be
appropriate.  Any director or officer who becomes aware of a conflict
or potential conflict should bring it to the attention of the Chief Executive
Officer, the Chief Financial Officer, or legal counsel as appropriate in the
circumstances.  Any employee who becomes aware of a conflict or
potential conflict should bring it to the attention of a supervisor, manager, or
other appropriate personnel.
  4.            
Insider Trading
  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 insider trading standards and procedures
adopted by the Company.  If a question arises, the director, officer,
or employee should consult with the Company’s Chief Financial
Officer.
  5.          
  Corporate Opportunities
  Directors,
officers, and employees are prohibited from taking for themselves personally or
directing to a third party any opportunity that is discovered through the use of
corporate property, information, or position without the consent of the Board of
Directors.  No director, officer, or employee may use corporate
property, information, or position for improper personal gain, and no director,
officer, or employee may compete with the Company directly or
indirectly.  Directors, officers, and employees owe a duty to the
Company to advance its legitimate interests when the opportunity to do so
arises.
  
  6.         
   Competition and Fair Dealing.
  The
Company seeks to compete in a fair and honest manner.  The Company
seeks competitive advantages through superior performance rather than through
unethical or illegal business practices.  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.  Each director, officer, and employee
should endeavor to respect the rights of and deal fairly with the Company’s
customers, suppliers, service providers, competitors, and
employees.  No director, officer, or employee should take unfair
advantage of anyone relating to the Company’s business or operations through
manipulation, concealment, or abuse of privileged information, misrepresentation
of material facts, or any unfair dealing practice.
  To
maintain the Company’s valuable reputation, compliance with the Company's
quality processes and safety requirements is essential.  In the
context of ethics, quality requires that the Company's products and services
meet reasonable customer expectations.  All inspection and testing
documents must be handled in accordance with all applicable
regulations.
  The
purpose of business entertainment and gifts in a commercial setting is to create
good will and sound working relationships, not to gain unfair advantage with
customers.  No gift or entertainment should ever be offered, given,
provided, or accepted by a director, officer, or employee, family member of a
director, officer, or employee, or agent relating to the individual’s position
with the Company unless it (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff, and (5) does not violate any laws or
regulations.  A director or officer should discuss with the Chief
Executive Officer or Chief Financial Officer, and a employee should discuss with
his or her supervisor, any gifts or proposed gifts that the individual is not
certain are appropriate.
  7.           
 Discrimination and Harassment
  The
diversity of the Company’s employees is a tremendous asset.  The
Company is firmly committed to providing equal opportunity in all aspects of
employment and will not tolerate any illegal discrimination or harassment or any
kind.  Examples include derogatory comments based on racial or ethnic
characteristics and unwelcome sexual advances.
  8.         
   Health and Safety
  The
Company strives to provide each employee with a safe and healthful work
environment.  Each officer and employee has responsibility for
maintaining a safe and healthy workplace for all employees by following safety
and health rules and practices and reporting accidents, injuries, and unsafe
equipment, practices, or conditions.
  Violence
and threatening behavior are not permitted.  Officers and employees
should report to work in a condition to perform their duties, free from the
influence of illegal drugs or alcohol.  The use of illegal drugs in
the workplace will not be tolerated.
  9.          
  Record-Keeping
  The
Company requires honest and accurate recording and reporting of information in
order to make responsible business decisions.
  Many
officers and employees regularly use business expense accounts, which must be
documented and recorded accurately.  If an officer or employee is not
sure whether a certain expense is legitimate, the employee should ask his or her
supervisor or the Company's controller.  Rules and guidelines are
available from the Accounting Department.
  All of
the Company’s books, records, accounts, and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company’s
transactions, and must conform both to applicable legal requirements and to the
Company’s system of internal controls.  Unrecorded or “off the books”
funds or assets should not be maintained unless permitted by applicable law or
regulation.
  Business
records and communications often become public, and the Company and its officers
and employees in their capacity with the Company should avoid exaggeration,
derogatory remarks, guesswork, or inappropriate characterizations of people and
companies that can be misunderstood.  This applies equally to e-mail,
internal memos, and formal reports.  The Company’s records should
always be retained or destroyed according to the Company’s record retention
policies.  In accordance with those policies, in the event of
litigation or governmental investigation, directors, officers, and employees
should consult with the Company’s Chief Financial Officer or legal counsel
before taking any action because it is critical that any impropriety or possible
appearance of impropriety be avoided.
  
  10.           Confidentiality
  Directors,
officers, and employees must maintain the confidentiality of confidential
information entrusted to them by the Company or its customers, suppliers, joint
venture partners, or others with whom the Company is considering a business or
other transaction except when disclosure is authorized by an executive officer
or required or mandated by laws or regulations.  Confidential
information includes all non-public information that might be useful or helpful
to competitors or harmful to the Company or its customers and suppliers, if
disclosed.  It also includes information that suppliers and customers
have entrusted to the Company.  The obligation to preserve
confidential information continues even after employment ends.
  11.           Protection
and Proper Use of Company Assets
  All
directors, officers, and 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 assets should be used for legitimate business
purposes and should not be used for non-Company business.
  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.  It could also be illegal and result in civil
or even criminal penalties.
  12.           Payments
to Government Personnel
  The U.S.
Foreign Corrupt Practices Act prohibits giving anything of value, directly or
indirectly, to officials of foreign governments or foreign political candidates
in order to obtain or retain business.  It is strictly prohibited to
make illegal payments to government officials of any country.
  In
addition, the U.S. government has a number of laws and regulations regarding
business gratuities that may be accepted by U.S. government
personnel.  The promise, offer, or delivery to an official or employee
of the U.S. government of a gift, favor, or other gratuity in violation of these
rules would not only violate Company policy but could also be a criminal
offense.  State and local governments, as well as foreign governments,
may have similar rules.
  13.           Corporate
Disclosures
  All
directors, officers, and employees should support the Company’s goal to have
full, fair, accurate, timely, and understandable disclosure in the periodic
reports required to be filed by the Company with the SEC.  Although
most employees hold positions that are far removed from the Company’s required
filings with the SEC, each director, officer, and employee should promptly bring
to the attention of the Chief Executive Officer, the Chief Financial Officer,
the Company’s Disclosure Committee, or the Audit Committee, as appropriate in
the circumstances, any of the following:
  ·
            Any
      material information to which such individual may become aware that
      affects the disclosures made by the Company in its public filings or would
      otherwise assist the Chief Executive Officer, the Chief Financial Officer,
      the Disclosure Committee, and the Audit Committee in fulfilling their
      responsibilities with respect to such public
  filings.
  ·
            Any
      information the individual may have concerning (a) significant
      deficiencies in the design or operation of internal controls that could
      adversely affect the Company's ability to record, process, summarize, and
      report financial data or (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
      controls.
  ·
            Any
      information the individual may have concerning any violation of this Code,
      including 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.
  ·
            Any
      information the individual may have concerning evidence of a material
      violation of the securities or other laws, rules, or regulations
      applicable to the Company and the operation of its business, by the
      Company or any agent thereof, or of violation of this
  Code.
  
  14.           Waivers
of the Code of Conduct
  Any
waiver of this Code for directors or executive officers may be made only by the
Board of Directors or a committee of the Board and will be promptly disclosed to
stockholders as required by applicable laws, rules, and regulations, including
the rules of the SEC and American Stock Exchange.  Any such waiver
also must be disclosed in a Form 8-K.
  15.           Publicly
Available
  This Code
shall be posted on the Company’s website.
  16.           Reporting
any Illegal or Unethical Behavior
  Directors
and officers are encouraged to talk to the Chief Executive Officer, the Chief
Financial Officer, or legal counsel, and employees are encouraged to talk to
supervisors, managers, or other appropriate personnel, when in doubt about the
best course of action in a particular situation.  Directors, officers,
and employees should report any observed illegal or unethical behavior and any
perceived violations of laws, rules, regulations, or this Code to appropriate
personnel.  It is the policy of the Company not to allow retaliation
for reports of misconduct by others made in good faith.  Directors,
officers, and employees are expected to cooperate in internal investigations of
misconduct.
  The
Company maintains a Whistleblower Policy for (1) the receipt, retention, and
treatment of complaints received by the Company regarding accounting, internal
accounting controls, or auditing matters and (2) the confidential, anonymous
submission by the Company’s employees of concerns regarding questionable
accounting or auditing matters.
  17.           Enforcement
  The Board
of Directors shall determine, or designate appropriate persons to determine,
appropriate actions to be taken in the event of violations of this
Code.  Such actions shall be reasonably designed to deter wrongdoing
and to promote accountability for adherence to this Code and to these additional
procedures, and may include written notices to the individual involved that the
Board has determined that there has been a violation, censure by the Board,
demotion or re-assignment of the individual involved, suspension with or without
pay or benefits (as determined by the Board), and termination of the
individual's employment or position.  In determining the appropriate
action in a particular case, the Board of Directors or such designee shall take
into account all relevant information, including the nature and severity of the
violation, whether the violation was a single occurrence or repeated
occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual in question had been advised prior to the
violation as to the proper course of action, and whether or not the individual
in question had committed other violations in the past.