**EXHIBIT
      33 CODE OF ETHICS**




**SPECIAL
      ETHICS OBLIGATIONS FOR EMPLOYEES WITH FINANCIAL REPORTING RESPONSIBILITIES**




The
      Finance Department bears a special responsibility for promoting integrity
      throughout the organization, with responsibilities to stakeholders both inside
      and outside of the Company. The Chief Executive Officer and Finance Department
      personnel have a special role both to adhere to these principles themselves
      and
      also to ensure that a culture exists throughout the company as a whole that
      ensures the fair and timely reporting of Bravo!’s financial results and
      condition. Because of this special role, the Chief Executive Officer and all
      members of Bravo!’s Finance Department are bound by the following Financial
      Officer Code of Ethics, and by accepting the Code of Business Conduct, each
      agrees that he or she will, in his or her capacity as an employee of Bravo:




·
            Act
                with honesty and integrity, avoiding actual or apparent conflicts
                of
                interest in personal and professional relationships




·
            Provide
                information that is accurate, complete, objective, relevant, timely
                and
                understandable to ensure full, fair, accurate, timely and understandable
                disclosure in reports and documents that Bravo! files with, or submits
                to,
                government agencies and in other public communications




·
            Comply
                with rules and regulations of federal, state, provincial and local
                governments and other appropriate private and public regulatory agencies




·
            Act
                in good faith, responsibly, with due care, competence and diligence,
                without misrepresenting material facts or allowing his or her independent
                judgment to be subordinated




·
            Respect
                the confidentiality of information acquired in the course of his
                or her
                work except when authorized or otherwise legally obligated to disclose.
                Confidential information acquired in the course of his or her work
                will
                not be used for personal advantage




·
            Share
                knowledge and maintain skills important and relevant to stakeholder’s
                needs




·
            Proactively
                promote and be an example of ethical behavior as a responsible partner
                among
                peers, in the work environment and the community




·
            Achieve
                responsible use of and control over all assets and resources employed
                or
                entrusted




·
            Promptly
                report to the General Counsel or Chairman of the Audit Committee
                any
                conduct that the individual believes to be a violation of law or
                business
                ethics or of any provision of the Code of Conduct, including any
                transaction or relationship that reasonably could be expected to
                give rise
                to such a conflict




Violations
      of this Financial Officer Code of Ethics, including failures to report potential
      violations by others, will be viewed as a severe disciplinary matter that may
      result in personnel action, including termination of employment. If you believe
      that a violation of the Financial Officer Code of Ethics has occurred, please
      contact Bravo!’s General Counsel, Roy Toulan, at roy.toulan@bravobrands.com or
      (561)
      635-2677. You may also contact Stan Hirschman, the Chairman of the Audit
      Committee of the Board of Directors, at Stan Hirschman, 5960 West Parker Road,
      Suite 278 PMB 279, Plano, TX 75093.




It
      is
      against Bravo!’s policy to retaliate against any employee for good faith
      reporting of violations of this Code.









**WAIVERS
      AND PERMISSION**




Any
      waiver of a provision of this Code of Business Conduct must be approved by
      the
      Board of Directors. Any such waivers granted, along with the reasons for the
      waivers, will be publicly disclosed by appropriate means. Complying with this
      Code of Business Conduct by obtaining permission where required will not be
      deemed to be a waiver of any provision of this code for purposes of this
      paragraph.




We
      welcome input regarding any aspect of the Code of Business Conduct. Please
      e-mail comments to roy.toulan@bravobrands.com.