“CODE OF ETHICS”
DISTRIBUTING BY DE, LLC DBA DE’LIGHTFULLY (“the company”) is committed to
conducting its business lawfully and ethically. As the company’s reputation includes that of its
directors, management and employees, it is critically important that highest standards of legal
and ethical conduct are met. For the company to protect its reputation, it is necessary to have
uniform standards of conduct, this code of ethics has been established as part of the Corporation
This Code of Ethics creates general guidelines in which all the company employees and the
directors must comply with to ensure that their conduct conforms to the high standards of ethics.
The application will be done in accordance with applicable laws, regulations and rules.
Additionally, portions of the Code of Ethics apply only to the Chief Executive Officer, Chief
Financial Officer and Controller. These guidelines are not intended to cover every situation. Any
doubt whatsoever as to the propriety of a particular situation, whether or not the situation is
described within this Code of Ethics, should be submitted either to an immediate supervisor or to
the Corporate Compliance Committee. The purpose of Corporate Compliance Program is to
safeguard the Company’s moral, ethical and legal standards of conduct.
Every employee and directors of the company are obligated to understand and comply fully with
both rules and approval procedures established by this Code of Ethics. The standards of conduct
that the govern the Company’s relationship with the government are applicable to all company
representatives, whether or not the person is directly engaged in performing activities relevant to
any federal, state or private contract. The decision to interpret this Code of Ethic can only be
made by the Board of Directors under the guidance of the compliance officer. Violation of the
Code of Ethics by any employee will lead to disciplinary action being taken, employees can be
discharged from employment if they are found culpable of violation. Any other policies that may
be developed by the Company, must be in compliance with the Code of Ethics.
II. COMPLIANCE WIT ALL LAWS AND REGULATIONS
All of the Company’s directors and employees must meticulously comply with all the federal,
state and local laws and government regulations. Any violation be it actual or perceived of the
Code of Ethics, the Corporate Compliance Program or any other the Company policy must
immediately be reported to the Company’s Compliance Officer, on behalf of the Board of
III. DEALING HONESTLY WITH CUSTOMERS, OTHER SUPPLIERS AND
A. Quality of Service
The company is committed to providing services and products that meet all the contractual
obligation and the set quality standards.
B. Contract Negotiation
It is the affirmative duty of the Company to disclose accurate, current and complete cost and
pricing data when such data is required under appropriate federal or state regulation or law.
Individuals involved in the pricing of contract proposals or negotiations of contract must ensure
the completeness, accuracy and currency of all information and representations made to
customers, both government and commercial.
C. Competitive Analysis
In carrying out market analysis, the Company’s representatives should not accept or use
information known to be patented to a competitor. Supervisors must ensure that a competitor
patented information is not improperly obtained or used in improper fashion.
D. Antitrust issues
Antitrust laws apply to all federal domestic and commercial transactions by the Company. The
laws are designed to ensure that competition exists and to preserve the free enterprise system. As
this is highly complex area, and this policy cannot cover all situations where antitrust laws may
apply, individuals promptly refer any questions to the Compliance Officer, who will advise. The
antitrust issues that are expected to occur or arise include pricing
E. Anti-kickback and False Claims Issues
Federal and state laws prohibit the Company, its directors and employees from offering or
accepting any form of remuneration, including a bribe, kickback or rebate to an entity or person
to induce the customer(s) or potential customer(s).
F. Providing Business Courtesies to Customers or Sources of Customers
The company’s success in the marketplace results from providing eCommerce to the customers.
The Company does not seek to gain an improper advantage by offering business courtesies such
as meals, entertainment, lodging or transportation to potential referral sources or purchasers of
any service or item furnished by the Company.
IV. ADVOIDING ABUSES OF TRUST
The company expects its directors and employees to avoid engaging in any activity which might
appear or interfere with the independent exercise of the person’s judgment in situations where
the individual’s personal interest might detract from or conflict with the Company’s best interest
or the interests of the Company’s Customers or supplier.
A. Conflict of Interest
No representative of the Company may have any employment, consulting or other business
relationship with a competitor, supplier or customer, or invest in any customer, supplier or
competitor (this excludes moderate holdings of publicly traded securities). The Compliance
officer can issue written permission on behalf of the Board of Directors.
B. Acceptance of Business Courtesies
Anything of value being offered to employees or directors is not accepted when issued by
anyone willing to do business with the Company or someone whose services are subject to the
Company’s review if the gratuity is offered or appears to be offered in exchange for any type of
favorable treatment or advantage.
C. Government Proprietary and Source Selection Information
The Company does not solicit nor will it receive any sensitive proprietary internal government
information, including budgetary, source or program selection information, before it is available
V. REPORT TO BOARD OF DIRECTORS
At least annually, the Corporate Compliance Officer shall report to the Company’s Board of
1. the Company’s adherence to the standards of legal and ethical conduct contained in the
Code of Ethics; and
2. the Compliance programs in general
VI. REPORTING VIOLATIONS AND DISCIPLINE
This code of conduct will be adhered to strictly. Therefore, the supervisors are entrusted with the
duty of ensuring that employees are aware and they adhere to the provisions of the Code of
Ethics. The Compliance Officer will be consulted for any clarification needed by the employees.
The cooperation of employees is highly anticipated by the Company; therefore, the employees
should report any suspected violation of the Code of Ethics or other irregularities to their
supervisors or the Compliance Officer within five working days. The information tendered to the
Compliance Officer must be sufficient enough that it will aid the compliance office to undertake
Once the reports of suspected irregularities or violation, the Compliance Officer shall commence
investigations and take appropriate action that may seem to be corrective. Violation of the Code
of Ethics may result in discipline ranging from warnings and reprimand.
VII. LIMITATION ON EFFECT OF CODE OF ETHICS
Nothing contained in this code of Ethics is to be construed or interpreted to create a contract of
employment, either express or implied, nor is anything contained in this Code of Ethics intended
to alter a person’s status of employment with the Company to anything but an “employment-at-
VIII. RESERVATION OF RIGHTS
The Company reserves the right to amend the Code of Ethics, in whole or in part, at any time and
solely as its discretion.
IX. SECTIONS OF THE CODE OF ETHICS THAT APPLY ONLY TO SENIOR
These sections of the DISTRIBUTING BY DE, LLC DBA DE’LIGHTFULLY Code of Ethics
apply only to the Chief Executive Officer, Chief Financial Officer and Controller, if any, and
have been adopted to promote honest and ethical conduct, proper disclosure of financial
information in the Company’s periodic Securities and Exchange Commission reports, and
compliance with applicable laws, regulations and rules by the Company’s senior officers who
have financial responsibilities.
As used in this section of the Code of Ethics, the term “senior officer” implies DISTRIBUTING
BY DE, LLC DBA DE’LIGHTFULLY’s Chief Executive Officer, Chief Financial Officer and
Controller, if any.
C. Principles and Practices.
In performing his or her duties, each of the senior officer must:
1. Maintain high standards of honesty and ethical conduct and avoid any actual or apparent
conflict of interest as defined in DISTRIBUTING BY DE, LLC DBA
DE’LIGHTFULLY’s Code of Ethic section IV(A);
2. Report to the Audit Committee of the Board of Directors any conflict of interest that may
arise and any material transaction or relationship that reasonably could be expected to
give rise to a conflict;
3. Provide, or cause to be provided, full, accurate, fair understandable and timely disclosure
in reports and documents that DISTRIBUTING BY DE, LLC DBA DE’LIGHTFULLY
files with or submit to the Securities and Exchange Commission and in another public
4. Comply and take all reasonable of those sections of the Code of Conduct which
applicable governmental laws, regulations and rules; and
5. Promptly report any violation of these code of Conduct which are applicable to only
senior officers to the Audit Committee.
Any waiver on any of these terms and provisions of these Code of Ethics that are applicable only
to senior officers must be in writing and addressed to the Audit committee.
E. Compliance and Accountability
The Audit Committee will assess compliance with the Code of Conduct, any violation will be
reported to the Board of Directors, and recommend of the Board appropriate action.
STATEMENT OF UNDERSTANDING OF AND COMPLIANCE WITH THE
COMPANY’S COMPLIANCE PROGRAM.
I certify that I have received, read and understand the Corporation Compliance Program. I
acknowledge my commitment and responsibility to follow the standards, procedures and policies
discussed in the Corporate Compliance Program when I am involved in activities on the
I further acknowledge my personal responsibility to seek guidance and clarification when need
be. I further commit myself to report any alleged or suspected violation of any laws, regulations,
the Corporation Compliance or the Code of Ethics to the Compliance Officer or my supervisor.
I understand that any violation of any laws, regulations, the Corporate Compliance, the Company
Code of Ethics or any other policy or program, this is not limited to my failure to report any
alleged or suspected violation of such policies.
Please return this form to the Corporate Compliance Office.