SECTION 16 COMPLIANCE PROGRAM To assist the Company in monitoring compliance with the rules adopted by the SEC under Section 16 and to prevent inadvertent Section 16 violations, the Company has implemented the Section 16 Compliance Program for its officers and directors and 10% security holders (“insiders”) as set forth below. 1. DESIGNATED COMPLIANCE COORDINATOR The Company has designated Ho Shin, the Company’s General Counsel, as the Compliance Coordinator to assist all insiders in preparing and filing electronically all Form 3, Form 4, and Form 5 reports. The contact information for the Compliance Coordinator is: JMS Law Group, PLLC ATTN: Jeffrey Stein 1000 Woodbury Rd Suite 110 Woodbury, NY 11797 Phone number: 516-422-6285 E-Mail address: jstein@jmslg.com The Company will promptly notify all insiders of any change in the designation of the Compliance Coordinator or in the contact information for the Compliance Coordinator. 2. PRE-CLEARANCE AND ADVANCE NOTIFICATION OF TRANSACTIONS BY OFFICERS AND DIRECTORS To provide assistance in meeting Section 16 reporting requirements, monitor insider and short-swing trading concerns and avoid even the appearance of impropriety (which could result, for example, where an officer engages in a trade while unaware of a pending major development), the Company has adopted a pre-clearance and advance notification procedure set forth in the Company’s Insider Trading and Window Period Policy. Under this policy, all officers and directors are allowed to trade only within the Company’s window period and must receive pre-clearance for the proposed securities transactions from the Clearing Officer (except only advance notice to the Clearing Officeris required for option exercises, gifts or, to the extent possible, automatic trades under an established Rule 10b5-1 trading plan (“Trading Plan”)). The Company shall promptly notify all officers and directors of any change in the designation of the individual(s) responsible for pre-clearance or in the contact information for such individual(s). 3. NOTIFICATION OF EXECUTION OF TRANSACTION Upon execution of any transaction (including trades under a Trading Plan), the insider must immediately notify the Compliance Coordinator with the details of the transaction, including the date of execution, the trading price and the number of securities involved. The Company will promptly notify all insiders of any change in these notification procedures. 4. PREPARING AND REVIEWING FORMS 3, 4 AND 5 The Compliance Coordinator will prepare the Form 3 upon an individual’s becoming an insider. In addition, the Compliance Coordinator will assist in the preparation and electronic filing of a Form 4 or Form 5 whenever there is a transaction that would require a filing. However, it will not be possible to prepare forms for submission on a timely basis without the insider’s active participation. The Compliance Coordinator requires an insider’s immediate notification of a transaction (or other change in beneficial ownership) and to provide such additional information as may be required regarding the transaction whenever necessary, as well as all assistance necessary in completing the forms. It should be noted that if an insider is unable to personally sign a Form 3, 4 or 5 (e.g., if the insider is out of town), the SEC permits the report to be signed by another person as long as an authorization letter is sent “as soon as practicable” thereafter. The Company is therefore requesting a standing power of attorney and authorization letter giving certain officers of the Company and certain personnel from JMS Law Group, the Company’s outside legal counsel, the authority to sign the Form 3, 4 or 5 on the insider’s behalf to facilitate timely filings in his or her absence. Because of the short filing deadlines, these authorizations are extremely important. It is imperative that insiders sign and return the attached power of attorney and authorization letter as soon as possible. These documents are backup; insiders are still expected to sign their own forms if possible. 5. SHORT-SWING TRADING VIOLATIONS: PREVENTIVE PROCEDURES While procedures to prevent filing delinquencies are essential, the Company’s pre-clearance procedures are also designed to prevent inadvertent violations of Section 16(b), the SEC’s short-swing profit rule, which can be potentially much more costly and disruptive. Insiders will be held liable for any “short-swing profits” resulting from any combination of a purchase and sale or a sale and purchase within a period of less than six months. A checklist is attached that highlights the most common short-swing profit rule violations and other considerations when thinking about possible transactions. Insiders should review the checklist before contemplating a transaction involving Company securities. Transactions by immediate family members and controlled entities are also subject to potential Section 16(b) liability. The pre-clearance procedure also provides an opportunity to avert insider trading violations. 6. PERIODIC REMINDERS AND SECTION 16 REVIEW SESSIONS The Company plans to distribute periodic reminders about the Section 16 obligations and filing deadlines under Section 16. The Company further intends to keep insiders apprised of new developments in this area by sending updated memoranda on Section 16. In addition, the Company and its counsel, Cooley LLP, intend to hold occasional briefing sessions to review the various SEC requirements and answer any questions. 7. ULTIMATE RESPONSIBILITY While the Company assists its insiders in complying with the Section 16 rules, the insider should recognize that it remains the insider’s obligation to see that all filings are accurate and made on time.

Forward Looking Statement:

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: This website includes various"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represent the Company’s expectations or beliefs concerning future events. Statements containing expressions such as “believes,”“anticipates,” “intends,” or “expects,” used in the Company's press releases and in Disclosure Statements and Reports filed with the Over The Counter Markets through the OTC Disclosure and News Service are intended to identify forward-looking statements. All forward-looking statements involve risks and uncertainties. Although the Company believes its expectations are based upon reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurances that actual results will not differ materially from expected results. The Company cautions that these and similar statements included in this report are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Company undertakes no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof.

 

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