Code
of Business
 Conduct
and ethics
 
 
 
 CAVITATION
TECHNOLOGIES, INC.
 
 
  
  
  Adoption
Date: _______________
  
  Policy#:  CVAT-BD-03
  
 
 
 I.  INTRODUCTION
  Commitment
to Ethical Behavior
  Cavitation
Technologies, Inc.’s (the “Company” or “CTI”) is committed to conduct business
with integrity and to comply with all applicable laws.  Behavior
reflecting the highest ethical standard is required of all directors, officers,
employees, and others who are bound by the Code, regardless of position or
location. No director, officer, manager or supervisor has the authority to
violate or require conduct by another employee or any other person that violates
the Code, other CTI policies, or applicable law.
  Responsibility
  Each
officer, director, and employee is required to read and understand the Code of Business Conduct and
Ethicsand its application to the performance of his or her
business responsibilities.  Failure to abide by this Code or applicable laws,
rules and regulations will lead to disciplinary measures appropriate to the
violation, up to and including dismissal and possible regulatory or criminal
prosecution.
 
 We
encourage and expect each employee to assist in maintaining a culture that
promotes ethical behavior.  We encourage and expect employees to
promptly report any suspected misconduct, illegal activities, fraud or other
violations of this Code in accordance with the provisions of this
non-retaliation policy.  Retaliation against any employee who honestly
reports a concern to CTI about illegal or unethical conduct will not be
tolerated.  It is our policy to comply with all applicable laws, rules
and regulations that protect our employees against retaliation or unlawful
discrimination as a result of their lawfully reporting information regarding, or
their participation in, investigations involving misconduct, illegal activities,
fraud or other violations of this Code, by CTI or any of its employees or
agents.
  Management
Responsibility for Ethics
  All
officers, managers and supervisors are accountable for the actions of the
employees who report to them and responsible for seeing that the Code, other CTI
policies, and applicable laws are followed. They must:
 ·
              Inform
      their employees about company policies, including those dealing with legal
      and ethical behavior;
 ·
              Ensure
      that appropriate ongoing employee training occurs and that violators of
      the Code are appropriately
disciplined;
 ·
              Avoid
      hiring individuals who have a propensity to violate any applicable law or
      rules of the type embodied in the Code;
and
 ·
              Maintain
      a work environment where constructive, frank, and open discussion about
      ethics is encouraged and expected without fear of
    retaliation.
 
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 II. Employees
  Respect
for Employees
  We
require employees to treat one another with dignity, respect and fairness at all
times.  At CTI we value the diversity of our employees, and we judge
and treat every employee with dignity and respect. Employment decisions will be
based upon qualifications, talents and achievements of individuals, and will
comply with local and national employment laws, rules and regulations and
without regard to race, creed, gender, religion, national origin, age,
disability, veteran status, or sexual orientation.
 
 CTI
respects the privacy of its employees, former employees and job applicants and
will share employee information only for business reasons consistent with
applicable law.
  Harassment
  Abusive,
harassing or offensive conduct is unacceptable, whether verbal, physical or
visual.Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances. You are encouraged to speak out when a coworker’s
conduct makes you or others uncomfortable, and to report harassment when it
occurs.
  Safety
and Health
  Everyone
is responsible for maintaining a safe workplace by following safety and health
rules and practices. Employees must immediately report accidents, injuries, and
unsafe equipment, practices or conditions to a supervisor or other designated
person. We are committed to keeping our workplaces free from
hazards.  Threats or acts of violence or physical intimidation are
prohibited.
 
 In order
to protect the safety of all employees, each employee must report to work free
from the influence of any substance that could prevent him or her from
conducting work activities safely and effectively.  Violators of this
rule are subject to disciplinary action up to and including immediate
termination of employment and possibly to other legal consequences.
 
 III. Customers
  Service
Quality
  Services
offered by CTI will be of the highest quality and as represented.  CTI
will honor its agreements.
  Sales
and Marketing
  CTI’s
services/products will be marketed on their merits. Use of deceptive or
misleading statements, or attempts to induce individuals to place their personal
interests above those of the organizations they represent, is a violation of our
policy.  Employees may only obtain business legally and ethically.
Bribes or kickbacks are prohibited. Guidance concerning customer gifts, travel
and entertainment is in the Conflict of Interests section
of this Code. Contracts
with customers will fully and accurately reflect the agreed terms and may not be
modified by informal protocol arrangements, which undermine the integrity of
transactions.
  3
 
 IV. FAIR
DEALINGS
 
 Honesty,
respect and integrity demand that you deal fairly with each other, our
customers, vendors and competitors. You should never employ deceptive acts or
practices, or otherwise deal unfairly with any stakeholder or competitor. Not
only do such acts compromise your integrity and that of the Company, but it may
expose the Company and you to liability under federal and state laws (see
“Compliance With Laws” below). Examples of improper conduct include, but are not
limited to: a) Acquiring the trade secrets of a competitor through bribery or
other unlawful or unethical means; b) Knowingly mislabeling products or
misrepresenting services; c) Inducing others to breach contracts; d) Knowingly
using copyrighted or trademarked material of someone else, without obtaining the
owner’s permission; e) Using confidential or proprietary information of a former
employer; and f) Making false claims about competitors.
 
 V. CONFIDENTIAL
AND PROPRIETARY INFORMATION
 
 You are
required to safeguard all confidential and proprietary information. Confidential
and proprietary information includes any information that is not generally known
to the public that might be of use to competitors or harmful to CTI or its
customers or suppliers if disclosed, such as business, marketing and service
plans, financial information, source codes, designs, databases, customer lists,
pricing strategies, personnel data, personally identifiable information
pertaining to our employees, customers or other individuals (including, for
example, names, addresses, telephone numbers and social security numbers), and
similar types of information entrusted to us by our customers, suppliers and
partners.  The obligation to preserve confidential and proprietary
information continues even after employment ends.
  VI. Protection
and proper use of Company assets
 
 All
employees have a responsibility to protect the Company’s assets from loss,
damage, misuse or theft and ensure their efficient use. Theft, carelessness and
waste have a direct impact on profitability.  CTI’s assets, such as
funds, products or computers, may only be used for business purposes. You may
not use CTI’s, any brand name or trademark owned or associated with CTI or any
letterhead stationery for any personal purpose.
  4
 
 VII. Inside
Information and Securities Trading
 
 Employees
who have access to confidential (or “inside”) information are not permitted to
use or share that information for stock trading purposes or for any other
purpose except to conduct our business. It is against the laws of many
countries, including the United States, to trade or “tip” others who might make
an investment decision based on material non-public information. Using material
non-public information to buy or sell CTI stock, options in CTI stock or the
stock of a CTI supplier or customer is not only unethical, it is
illegal.  Employees must exercise the utmost care when handling
material inside information.
 
 VIII. BOOKS
AND RECORDS
  Complete
and Accurate Books and Records; Second-Country Payments
  The
integrity of our records and public disclosure depends upon the validity,
accuracy and completeness of the information supporting the entries to our books
of account.  Therefore, our corporate and business records should be
completed accurately and honestly.  The making of false or misleading
entries, whether they relate to financial results or test results, is strictly
prohibited.  Our records serve as a basis for managing our business
and are important in meeting our obligations to customers, suppliers, creditors,
employees and others with whom we do business.  As a result, it is
important that our books, records and accounts accurately and fairly reflect, in
reasonable detail, our assets, liabilities, revenues, costs and expenses, as
well as all transactions and changes in assets and liabilities.  We
require that:
  ·
              No
      entry be made in our books and records that intentionally hides or
      disguises the nature of any transaction or of any of our liabilities, or
      misclassifies any transactions as to accounts or accounting
      periods;
  ·
              Transactions
      be supported by appropriate
documentation;
  ·
              The
      terms of sales and other commercial transactions be reflected accurately
      in the documentation for those transactions and all such documentation be
      reflected accurately in our books and
records;
  ·
              Employees
      comply with our system of internal controls;
and
  ·
              No
      cash or other assets be maintained for any purpose in any unrecorded or
      “off-the-books” fund.
  5
  No
payments of any kind (whether commission, promotional expense, personal
expenses, free goods or whatever) shall be made to an unaffiliated distributor
or sales agent (or employee or agent thereof) in any country other than that in
which the sales were made or in which the distributor or sales agent has a
substantial place of business.  Such payments (sometimes referred to
as “second-country” payments) may be made to other entities such as suppliers of
goods and services provided:
  ·
              The
      laws of any involved country permit the payment and receipt of such
      “offshore” funds, as determined in advance of any commitment by competent
      local legal counsel in collaboration with our legal
    counsel;
  ·
              The
      transaction complies in all other respects with this Code;
    and
  ·
              The
      arrangements are set forth in a letter of understanding between CTI and
      the outside entity, and these letters are available for review by our
      outside auditors.
  Public
Reporting
  Our
accounting records are also relied upon to produce reports for our management,
stockholders and creditors, as well as for governmental agencies.  In
particular, we rely upon our accounting and other business and corporate records
in preparing the periodic and current reports that we file with the Securities
and Exchange Commission (the “SEC”).  Securities laws require that
these reports provide full, fair, accurate, timely and understandable disclosure
and fairly present our financial condition and results of
operations.  Employees who collect, provide or analyze information for
or otherwise contribute in any way in preparing or verifying these reports
should ensure that our financial disclosure is accurate and transparent and that
our reports contain all of the information about CTI that would be important to
enable stockholders and potential investors to assess the soundness and risks of
our business and finances and the quality and integrity of our accounting and
disclosures.  In addition:
  ·
              No
      employee may take or authorize any action that would intentionally cause
      our financial records or financial disclosure to fail to comply with
      generally accepted accounting principles, the rules and regulations of the
      SEC or other applicable laws, rules and
  regulations;
  ·
              All
      employees must cooperate fully with our Accounting Department, as well as
      our independent public accountants and counsel, respond to their questions
      with candor and provide them with complete and accurate information to
      help ensure that our books and records, as well as our reports filed with
      the SEC, are accurate and complete;
and
  ·
              No
      employee should knowingly make (or cause or encourage any other person to
      make) any false or misleading statement in any of our reports filed with
      the SEC or knowingly omit (or cause or encourage any other person to omit)
      any information necessary to make the disclosure in any of our reports
      accurate in all material respects.
  6
  Any
employee who becomes aware of any departure from these standards has a
responsibility to report his or her knowledge promptly to a supervisor or other
compliance resources available.
  Recording
and Retaining Business Communications
  All
business records and communications should be clear, truthful and accurate.
Business records and communications often become public through litigation,
government investigations and the media. Employees are expected to avoid
exaggeration, colorful language, guesswork, legal conclusions and derogatory
remarks or characterizations of people and companies. This applies to
communications of all kinds, including e-mail and “informal” notes or memos.
Records should always be retained and destroyed according to our record
retention policies.
  IX. COMPLIANCE
WITH APPLICABLE LAWS, RULES AND REGULATIONS
  The
Company endeavors to be in full compliance with the letter and spirit of all
laws applicable to its business, and expects nothing less of you. Violations of
these laws not only put you at personal risk, but also put the Company, its
assets and its operations at risk for civil and criminal actions, fines,
penalties and prosecution. Disregard of the law will not be
tolerated.  If you become aware that any aspect of Company business
may be, or is, in violation of a law or regulation, you must report such actual
or potential violation immediately. If you fail to report a known or suspected
violation, you will be subject to disciplinary action.
 
 X.  CONFLICTS
OF INTEREST
 
 A
conflict of interest is any situation where your personal interests interfere,
or appear to interfere with, the interests of the Company. Conflicts of interest
most often occur when you, a family member or other person sharing your
residence may benefit personally as a result of your position with the Company.
To that end, you, your family members, and persons sharing your residence must
avoid relationships with vendors, suppliers, customers, competitors, or anyone
else that appear to create, or do create, conflicts of interest. Prior to
accepting any gift, loan, service or favor from a vendor, customer or
competitor, you need to be sure your acceptance will not violate this Code. If
at any time you think you, a family member or other person sharing your
residence may be in a situation that involves a potential conflict of interest,
you should call the Ethics Hotline. All potential conflicts of interest or
transactions you are aware of that you reasonably expect may give rise to a
conflict of interest, should promptly be reported on the Ethics
Hotline.
  7
 
 As a rule
of thumb, you should not give or receive cash, nor should you give or receive
non-cash gifts valued at more than $50. Examples of potential conflicts of
interest include, but are not limited to, you, a family member or other person
sharing your residence: a) Working concurrently for the Company and for a
competitor, customer or vendor;  b) Holding a significant ownership or
other financial interest (more than 1%) in a competitor, vendor or corporate
customer; c) Making a loan to, or receiving a loan from, a competitor, vendor or
corporate customer; d) Receiving an expensive gift, trip or offer of lodging
from a competitor, vendor or customer; e) Receiving a commission or rebate for
bringing business to the Company (other than in connection with a Company
sponsored bonus or other compensation plan) or receiving a payment other than
from the Company of any kind for assistance in obtaining the Company’s business;
and f) Serving on the board of directors of, or in an official capacity for,
another company that is, or could be, a supplier, vendor or competitor of the
Company.
 
 XI.
COMPUTER AND COMMUNICATIONS SYSTEMS POLICIES
  The
Company has invested substantial funds in computer and communications systems,
which systems include without limitation, telephone, cell phone, voice mail,
facsimile, electronic mail, internet, intranet, word processing, accounting and
related systems. These systems are to be used primarily for business purposes,
and the Company reserves the right to access any of these systems for business
or security purposes. You must take every precaution to prevent any compromise
to any of these systems, and as with any other Company asset, protect these
assets, including computer data, software, hardware and networks against
alteration, damage, theft or unauthorized access. The Company does not want to
unnecessarily or arbitrarily intrude into your communications. You should not,
however, have any expectation of privacy when using any of these systems. You
are prohibited from sending communications or messages of a harassing,
intimidating, slanderous, offensive or discriminatory nature, as well as
frivolous e-mail messages such as chain letters. You also are prohibited from
accessing or downloading with Company property, material from any site where the
principal content is sexually oriented, discriminatory, defamatory,
irresponsible or illegal. Any unauthorized use or reproduction of proprietary or
copyrighted software or corporate data is prohibited.
 
 XII.
WAIVERS
  Any
waiver of this Code for
executive officers (including, where required by applicable laws, our principal
executive officer, principal financial officer, principal accounting officer or
controller (or persons performing similar functions)) or directors may be
authorized only by our Board of Directors or, to the extent permitted by the
rules of the OTC BB, a committee of the Board and will be disclosed to
stockholders as required by applicable laws, rules and regulations.
  8
 
 XIII.
REPORTING VIOLATIONS
  As a
director, officer or other employee of the Company, you are responsible for
reporting actual or suspected violations of this Code or other Company policies.
You can make these reports to any of the following: your supervisor or manager,
the Chief Financial Officer or the Chief Executive Officer of the Company. You
can make these reports orally or in writing. Written complaints should be sent
to Cavitation Technologies, Inc., 10019
Canoga Ave., Chatsworth, CA 91311 USA, attention:  Shannon
Stokes.
 
 Reports
concerning the Company’s books, records, internal accounting and financial
controls or audit matters should be made by calling the Company’s Ethics Hotline
at 408-879-7440 or via email at tomer@newventureattorneys.com.  Should
you desire, you may make such reports anonymously.
 
 The
Company will respond promptly to reports. The Company will not hesitate to
notify and cooperate with governmental authorities regarding acts that violate
the law. Individuals who are found to have violated this Code will be
appropriately disciplined, which discipline may include separation from the
Company. Records of violations will be maintained in an employee’s personnel
file.  There will be no discrimination, recrimination, or retaliation
against you for making a report in good faith. The Company will keep reports
confidential to the fullest extent possible, and will only disclose information
to persons who have a valid reason for knowing.
 
 XIV.
CODE ADMINISTRATION
  If there
is any part of this Code that you do not understand, or if you are unsure how to
handle a situation, you can contact any of the resources listed above under
“Reporting Violations.” If in
doubt - ask.All inquiries will be kept confidential to the fullest
extent possible. Nothing in this Code will be deemed to alter any
employment-at-will or other status of an employee or to otherwise create an
enforceable right for an employee against the Company, its directors, its
officers, any other employee or any third party.
 
 To
Members of the Board, Officers and Employees of the Company: Please indicate
that you have received, read and will abide by this statement of policy by
signing your name and dating the attached acknowledgment and returning it
promptly to the Office Manager, Shannon Stokes.
 
 ACKNOWLEDGMENT
 I certify
that I have received and read and that I will abide by Cavitation Technologies,
Inc.  Code of Ethics and Business Conduct distributed to me on the
date set forth below.
 ________________________________
 (signature)
  9
   ________________________________
 (print
your name)
 ________________________________
 (print
your position)
 
 Date:
___________________________
 
 OFFICE
MANAGER TO PLACE IN EMPLOYEE PERSONNEL FILE
 
 
 10