**Exhibit 14**

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**CODE OF FINANCIAL ETHICS**

 

 

This Code of FinancialEthics has been adopted by the Board of Directors of Naturade, Inc. (the“Company”) as a supplement to the existing codes and policies of the Company.

 

1.             Scope.  This Code applies to the Company’s principalexecutive officer, principal financial officer, principal accounting officer orcontroller and all employees of the Company performing similar functions (each,a “Covered Person”), and is intended to deter wrongdoing and to promote theconduct specified in Sections 2 through 6.

 

2.             Ethical Conduct.  Each Covered Person shall promote honest andethical conduct, including the avoidance and ethical handling of actual orapparent conflicts of interest between personal and professional relationshipsby, among other things:

 

•                            Actingas a role model for employees under such Covered Person’s supervision by actingin an honest and ethical way.

 

•                            Referringall actual or apparent conflicts of interest to one of the Compliance Officersreferred to below.

 

•                            Preventingretaliation against any employee for good faith reporting of violations of thisCode or for participating in any investigation relating to a reported violationof this Code.

 

3.             Disclosure.  Each Covered Person shall promote full,fair, accurate, timely and understandable disclosure in reports and documentsthat the Company files with, or submits to, the Securities and ExchangeCommission and in other public communications made by the Company by, amongother things:

 

•                            Becomingfamiliar with the disclosure requirements applicable to the Company as well asthe business and financial operations of the Company.

 

•                            Providinga system for the careful review of all such reports, documents andcommunications.

 

•                            Adequatelysupervising the preparation of the financial disclosure in the periodic reportsrequired to be filed by the Company, including reviewing and analyzing thefinancial information to be disclosed.

 

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•                            Consulting,when appropriate, with professional advisors for advice with respect to suchreports, documents and communications.

 

4.             Compliance.  Each Covered Person shall promote compliancewith applicable governmental laws, rules and regulations by, among otherthings:

 

•                            Becomingfamiliar with such laws, rules and regulations.

 

•                            Consultingprofessional advisors with respect to such laws, rules and regulations.

 

•                            Trainingapplicable employees with respect to such laws, rules and regulations.

 

5.             Prompt Internal Reporting.  Each Covered Person shall promote promptinternal reporting of violations (including any potential violations) of thisCode to the Chairman of the Board of Directors of the Company or the Chairmanof the Audit Committee of the Board of Directors of the Company (each, a“Compliance Officer”) by, among other things:

 

•                            Reportingall violations to a Compliance Officer.

 

•                            Encouragingemployees to report violations to a Compliance Officer.

 

•                            Providinga procedure by which employees may maintain anonymity in making such reports.

 

6.             Accountability.  Each Covered Person shall promoteaccountability for adherence to this Code by, among other things:

 

•                            Distributingcopies of this Code annually to all employees.

 

•                            Supportingappropriate sanctions for violations of this Code.

 

7.             Waiver.  If the Company approves any materialdeparture from the provisions of this Code, or if the Company fails to takeaction within a reasonable period of time regarding a material departure fromany provision of this Code, the Company shall, within five business days ofsuch event, report such event on a Form 8-K or post notice thereof on itswebsite.

 

8.             Amendment.  Any amendment to this Code must be approvedby the Board of Directors of the Company, and the Company shall, within fivebusiness days of such amendment (other than a technical, administrative orother non-substantive amendment), report such amendment on a Form 8-K ordisclose such amendment on the Company’s website.

 

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9.             Certification.  Each Covered Person shall, at least annuallyand whenever requested by a Compliance Officer, certify in writing that suchCovered Person is in full compliance with this Code and that, to the bestknowledge of such Covered Person, all other Covered Persons are in compliancewith this Code.

 

10.           Sanctions.  If a Compliance Officer determines that aCovered Person may have violated any provision of this Code, the violationshall be reported to the Board of Directors of the Company.  If the Board of Directors determines that aviolation has occurred, it may, among other things:

 

•                            Terminatethe employment of such Covered Person.

 

•                            Placesuch Covered Person on a leave of absence.

 

•                            Counselsuch Covered Person.

 

•                            Authorizesuch other action as it deems appropriate.(5)

 

11.           Employment Agreements.  Any termination of a Covered Person underSection 10 shall be deemed to be “for cause” within the meaning of anyemployment agreement with the Covered Person.

 

12.           Interpretation.  All questions concerning interpretation ofthis Code shall be referred to, and conclusively determined by, the twoCompliance Officers acting together.(5)

 

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