**Zulu
      Energy Corp.**





**Code
      of Business Conduct and Ethics**





The
      success of Zulu Energy Corp. (also referred to as the “Company”) is highly
      dependent on its ability to work in the community. The Board of Directors of
      Zulu Energy has adopted the following Code of Business Conduct and Ethics to
      protect the reputation and effectiveness of the Company, and to promote
      compliance with applicable laws and regulations.





Zulu
      Energy Corp. believes that a strong ethical foundation will lead to long term
      benefits for all shareholders, employees and service providers of the Company.
      The Company understands that employee behavior is a direct representation of
      the
      entire team. More often than not, a Code of Business Conduct and Ethics provides
      a company with a culture by which to live and operate. As is the case in most
      companies, ethics are derived from the leadership of the organization. Zulu
      Energy is proud to be led by managers, members, and executives who ensure that
      these moral standards are their highest priority. The core principles Zulu
      Energy expects of every individual employed are as follows:





o
            Truth/Honesty-
                True and honest behavior shall be the paramount focus of our organization.
                Truth is vital in carrying out our business. Honesty is critical
                in our
                work place, providing the underpinning of an ethical standard for
                the
                prevention of questionable
                activity.





o
            Loyalty-
                Loyalty to the Company and its shareholders, and to the success of
                the
                Company and its shareholders, is the underlying foundation of Zulu
                Energy.
                Loyalty to our peers and our professional relationships is a requirement
                of this organization. This also requires employees to refrain from
                allowing personal interests to conflict with interests of Zulu Energy.





o
            Integrity-
                Integrity is defined as encompassing the personal inner sense of
                wholeness
                deriving from honesty and consistent uprightness of character. Integrity
                is vital for upholding the moral fiber of Zulu Energy in the eyes
                of its
                employees, shareholders, the public, and regulatory agencies. Integrity
                in
                business dealings, social interactions and daily life activities
                will be
                our unspoken code of honor.





o
            Respect-
                Respect is to be inherent in relations with all other individuals,
                and is
                a courteous expression of esteem or regard for people’s feelings and
                needs. Respect for ourselves, our fellow employees, our shareholders
                and
                business associates, and for their expectations, will be earned,
                honored,
                and displayed.






Individuals
      and Situations Subject


All
      directors, officers and employees of the Company, including but not limited
      to
      the Company’s Chief Executive Officer, Chief Financial Officer, principal
      accounting officer and controller (or any person performing similar functions),
      are required to follow the principles contained in this Code. The Code may
      not
      specifically cover all situations which may arise, and your judgment in
      following the principles contained herein is an important aspect of the Code.
      These principles should be a part of everyday activity and decision making.
      Zulu
      Energy’s Code is an integral component to our business philosophy, allowing the
      Company to maintain its credibility in the business community by providing
      standards for inter and intra office activity. This Code is in addition to
      other
      policies and practices of the Company.





Each
      person is accountable for their compliance with this Code. Violations of this
      Code may result in disciplinary action against the violator.










Questions,
      Contacts, and Reporting


If
      you
      have questions, concerns, suggestions or complaints, you should share them
      with
      someone who can address them properly. In most cases, an employee’s supervisor
      is in the best position to address an area of concern. However, if you are
      not
      comfortable speaking with your supervisor or you are not satisfied with your
      supervisor’s response, you are encouraged to speak with anyone in Company
      management whom you are comfortable in approaching.





Any
      violations of this Code must be reported to the Audit Committee of the Company’s
      Board of Directors, or if there is no Audit Committee, directly to the Board
      of
      Directors, in accordance with the procedures outlined in the Company’s
      compliance reporting policy (Whistleblower Policy).







Compliance
      with Laws and Regulations


Intrinsic
      in this Code is the understanding that you will comply with all laws, rules,
      regulations, and other requirements as set forth by local, State and Federal
      governments, and, if applicable, international law.





In
      no
      case will a you offer, promise or give money, gifts, loans, rewards, favors
      or
      anything of value to any governmental official, employee, agent or other person
      which is prohibited by law.








Financial
      Reporting


It
      is the
      Company’s policy to provide full, fair, accurate, timely and understandable
      disclosure in its financial and regulatory reporting and in its disclosures
      to
      the public. Employees are to ensure that all transactions are executed in
      accordance with management authority and that all transactions are recorded
      in
      sufficient detail to permit preparation of appropriate financial statements
      and
      disclosure. All terms and conditions of significant transactions are to be
      in
      writing, and no oral agreements or amendments will be made. No false or
      misleading entries will be made on the Company’s books or records for any
      reason. No payment or reimbursement of expenses shall be made without adequate
      supporting documentation or invoices.





Any
      director or officer of the Company, or any person acting under their direction,
      is prohibited from taking any action to intentionally mislead or manipulate
      any
      independent public or certified accountant engaged in the performance of an
      audit of the financial statements of the Company for the purpose of rendering
      those financial statements materially misleading.








Conflicts
      of Interest


You
      are
      prohibited from using your position with the Company, or any of its customers,
      for private gain, to advance personal interests or to obtain favors or benefits
      for yourselves, members of your family or any other individuals, corporations
      or
      business entities. You will not, without written consent from your supervisor,
      engage in any activity that competes with the interests of the Company, or
      that
      could harm the business or reputation of the Company.





You
      shall
      conduct your personal affairs such that your duties and responsibilities to
      the
      Company are not jeopardized and/or legal questions do not arise with respect
      to
      your association or work with the Company.







Confidentiality


You
      will
      respect the confidentiality of information, from both internal and external
      sources, and will disclose such information to third parties only when
      authorized or legally obligated to do so. In no case will confidential
      information be used for your personal gain of any direct relations of yours.











Insider
      Trading


If
      you
      have access to material, nonpublic information concerning the Company, you
      are
      not permitted to use or share that information for stock trading purposes.
      Insider trading, which is the use of material, nonpublic information for
      personal financial benefit, or to allow others to make an investment decision
      on
      the basis of this information, is unethical and illegal, and may subject you
      to
      criminal and civil liability.







ACKNOWLEDGMENT
      AND CERTIFICATION








The
      undersigned hereby acknowledges and certifies that the undersigned:





(a)
            has
                read and understands the Zulu Energy Corp.’s Code of Business Conduct and
                Ethics (the "Code of Ethics");





(b)
            understands
                that the Chief Financial Officer is available to answer any questions
                the
                undersigned has regarding the Code of Ethics;
                and





(c)
            will
                continue to comply with the Code of Ethics for as long as the undersigned
                is subject thereto.











Signature:








_________________________





Date:








_________________________





Print
      Name:








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