SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A - 16 OR 15D - 16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2004
Assure Energy, Inc.
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(Registrant's name)
521 3rd Avenue, S.W., Suite 800
Calgary, Alberta T2P 3T3
Canada
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(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40F
Form 20-F |X| Form 40-F |_|
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes |_| No |X|
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
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TABLE OF CONTENTS
1. Appointment of committee chairs and adoption of charters.
2. Adoption of Corporate Code of Business Conduct and Ethics.
3. Appointment of chief financial officer.
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 thereunto duly authorized.
Dated: October 20, 2004 ASSURE ENERGY, INC.
By: /s/ Harvey Lalach
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Name: Harvey Lalach
Title: President
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1. Appointment of committee chairs and charters.
Effective October 13, 2004 we adopted charters for our Audit,
Compensation, Corporate Governance and Oil and Gas Committees. Harvey Lalach was
appointed to chair the Audit Committee and Oil & Gas Committee, James Golla to
chair the Compensation Committee and Lisa Komoroczy to chair the Corporate
Governance Committee.
2. Adoption of Corporate Code of Business Conduct and Ethics.
Effective October 13, 2004 we adopted the following Corporate Code of
Business Conduct and Ethics.
CORPORATE CODE OF BUSINESS CONDUCT AND ETHICS
OF
ASSURE ENERGY, INC.
(THE "COMPANY")
I PURPOSE
This Code of Business Conduct and Ethics (this "Code") provides a general
statement of the Company's expectations regarding the ethical standards
that each director, officer and employee should adhere to while acting on
behalf of the Company. Each director, officer and employee is expected to
read and become familiar with the ethical standards described in this Code
and may be required, from time to time, to affirm his or her agreement to
adhere to such standards by signing the Compliance Certificate that
appears at the end of this Code.
II. ADMINISTRATION
The Company's Audit Committee is responsible for setting the standards of
business conduct contained in this Code and updating these standards as it
deems appropriate to reflect changes in the legal and regulatory framework
applicable to the Company, the business practices within the Company's
industry, the Company's own business practices, and the prevailing ethical
standards of the communities in which the Company operates. While the
Company's Chief Executive Officer will oversee the procedures designed to
implement this Code to ensure that they are operating effectively, it is
the individual responsibility of each director, officer and employee of
the Company to comply with this Code.
III. COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS
The Company will comply with all laws and governmental regulations that
are applicable to the Company's activities, and expects that all
directors, officers and employees acting on behalf of the Company will
comply with all laws, rules and regulations applicable to the Company
wherever it does business. Specifically, the Company is committed to:
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o maintaining a safe and healthy work environment;
o promoting a workplace that is free from discrimination or harassment
based on race, color, religion, sex or other factors that are
unrelated to the Company's business interests;
o supporting fair competition and laws prohibiting restraints of trade
and other unfair trade practices;
o conducting its activities in full compliance with all applicable
environmental laws;
o keeping the personal political activities of the Company's
directors, officers and employees separate from the Company's
business. o prohibiting any illegal payments to any government
officials or political party representatives of any country; and
o complying with all applicable provincial, state and federal
securities laws.
IV. INSIDER TRADING
Employees, officers, directors and consultants who have material
non-public information about the Company or other companies, as a result
of their relationship with the Company are prohibited by law and Company
policy from trading in securities of the Company or such other companies,
as well as from communicating such information to others who might trade
on the basis of that information.
V. CONFLICTS OF INTEREST; CORPORATE OPPORTUNITIES
Directors, officers and 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 Company's interests. In particular, no
director, officer or employee shall:
o be consultant to, or a director, officer or employee of, or
otherwise operate an outside business:
- that markets products or services in competition with the
Company's current or potential products and services;
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- that supplies products or services to the Company; or
- that purchases products or services from the Company;
o have any financial interest, including stock ownership, in any such
outside business that might create or give the appearance of a
conflict of interest;
o seek or accept any personal loan or services from any such outside
business, except from financial institutions or service providers
offering similar loans or services to third parties under similar
terms in the ordinary course of their respective businesses;
o be a consultant to, or a director, officer or employee of, or
otherwise operate an outside business if the demands of the outside
business would interfere with the director's, officer's or
employee's responsibilities with the Company;
o accept any personal loan or guarantee of obligations from the
Company, except to the extent such arrangements are legally
permissible;
o conduct business on behalf of the Company with immediate family
members, which include spouses, children, parents, siblings and
persons sharing the same home whether or not legal relatives; or
o use the Company's property, information or position for personal
gain.
The appearance of a conflict of interest may exist if an immediate family
member of a director, officer or employee of the Company is a consultant
to, or a director, officer or employee of, or has a significant financial
interest in, a competitor, supplier or customer of the Company, or
otherwise does business with the Company.
Directors and officers shall notify the Company's outside counsel and
employees who are not directors or officers shall notify their immediate
supervisor of the existence of any actual or potential conflict of
interest.
VI. CONFIDENTIALITY; PROTECTION AND PROPER USE OF THE COMPANY'S ASSETS
Directors, officers and employees shall maintain the confidentiality of
all information entrusted to them by the Company or its suppliers,
customers or other business partners, except when disclosure is authorized
by the Company or legally required.
Confidential information includes (1) information marked "Confidential,"
"Private," "For Internal Use Only," or similar legends, (2) technical or
scientific information relating to current and future products, services
or research, (3) business or marketing plans or projections, (4) earnings
and other internal financial data, (5) personnel information, (6) supply
and customer lists and (7) other non-public information that, if
disclosed, might be of use to the Company's competitors, or harmful to the
Company or its suppliers, customers or other business partners.
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To avoid inadvertent disclosure of confidential information, directors,
officers and employees shall not discuss confidential information with or
in the presence of any unauthorized persons, including family members and
friends.
Directors, officers and employees are personally responsible for
protecting those Company assets that are entrusted to them and for helping
to protect the Company's assets in general.
Directors, officers and employees shall use the Company's assets for the
Company's legitimate business purposes only.
VII. FAIR DEALING
The Company is committed to promoting the values of honesty, integrity and
fairness in the conduct of its business and sustaining a work environment
that fosters mutual respect, openness and individual integrity. Directors,
officers and employees are expected to deal honestly and fairly with the
Company's customers, suppliers, competitors and other third parties. To
this end, directors, officers and employees shall not:
o make false or misleading statements to customers, suppliers or other
third parties;
o make false or misleading statements about competitors;
o solicit or accept from any person that does business with the
Company, or offer to extend to any such person,
- cash of any amount; or
- gifts, gratuities, meals or entertainment that could influence
or reasonably give the appearance in influencing the Company's
business relationship with that person or go beyond common
courtesies usually associated with accepted business practice;
o solicit or accept any fee, commission or other compensation for
referring customers to third-party vendors; or
o otherwise take unfair advantage of the Company's customers or
suppliers, or other third parties, through manipulation,
concealment, abuse of privileged information or any other
unfair-dealing practice.
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VIII. ACCURATE AND TIMELY PERIODIC REPORTS
The Company is committed to providing investors with full, fair, accurate,
timely and understandable disclosure in the periodic reports that it is
required to file. To this end, the Company shall:
o comply with generally accepted accounting principles at all times;
o maintain a system of internal accounting controls that will provide
reasonable assurances to management that all transactions are
properly recorded;
o maintain books and records that accurately and fairly reflect the
Company's transactions;
o prohibit the establishment of any undisclosed or unrecorded funds or
assets;
o maintain a system of internal controls that will provide reasonable
assurances to management that material information about the Company
is made known to management, particularly during the periods in
which the Company's periodic reports are being prepared; and
o present information in a clear and orderly manner and avoid the use
of legal and financial jargon in the Company's periodic reports.
IX. REPORTING AND EFFECT OF VIOLATIONS
Directors and officers shall report, in person or in writing, any known or
suspected violations of laws, governmental regulations or this Code to the
Chairman of the Company's Audit Committee. Employees who are not directors
or officers shall report such violations to their immediate supervisor.
The Company will not allow any retaliation against a director, officer or
employee who acts in good faith in reporting any such violation.
The Company's Audit Committee, with the assistance of the Company's
outside counsel, will investigate any reported violations and will oversee
an appropriate response, including corrective action and preventative
measures. Directors, officers and employees that violate any laws,
governmental regulations or this Code will face appropriate, case specific
disciplinary action, which may include demotion or discharge.
X. WAIVERS
The provisions of this Code may be waived for directors or executive
officers only by a resolution of the Company's independent directors. The
provisions of this Code may be waived for employees who are not directors
or executive officers by the Company's Chief Executive Officer. Any waiver
of this Code granted to a director or executive officer will be publicly
disclosed as required by the securities exchange or association on which
the Company's securities are listed for trading. Any change in or waiver
of this Code for senior financial officers will be publicly disclosed as
required by the Securities Exchange Commission.
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3. Appointment of chief financial officer.
Effective October 18, 2004 we appointed Ying Yuen to serve as our chief
financial officer, secretary and treasurer.
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