Exhibit
      1





**Code
      of Ethics**




**Mega
      Group, Inc.**




**I.**  **Objectives**





Mega
      Group, Inc. (the “Company”) is committed to the highest level of ethical
      behavior. The Company's business success depends upon the reputation of the
      Company and its directors, officers and employees to perform with the highest
      level of integrity and principled business conduct.




This
      Code
      of Ethics (“Code”) applies to all directors, officers and employees of the
      Company, including the Company's chief executive officer and chief financial
      officer, (collectively, the “Covered Persons”). This Code is designed to deter
      wrongdoing and to promote all of the following:





·
            honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships




·
            full,
                fair, accurate, timely, and understandable disclosure in reports
                and
                documents that the Company files with, or submits to, the Securities
                and
                Exchange Commission (the "Commission"), and in other public communications
                made by the Company




·
            compliance
                with applicable governmental laws, rules and
                regulations




·
            the
                prompt internal reporting to an appropriate person or persons identified
                herein for receiving violations of this
                Code




·
            accountability
                for adherence to this Code.





Each
      Covered Person must conduct himself or herself in accordance with this Code,
      and
      must seek to avoid even the appearance of improper behavior.





This
      Code
      is not intended to cover every applicable law, or to provide answers to all
      questions that might arise; for such, the Company relies on each person’s sense
      of what is right, including a sense of when it is appropriate to seek guidance
      from others on an appropriate course of conduct.





**II.**  **Honest
      and Ethical Conduct**





Each
      Covered Person must always conduct himself or herself in an honest and ethical
      manner. Each Covered Person must act with the highest standards of personal
      and
      professional integrity and must not tolerate others who attempt to deceive
      or
      evade responsibility for actions. Honest and ethical conduct must be a driving
      force in every decision made by a Covered Person while performing his or her
      duties for the Company. When in doubt as to whether an action is honest and
      ethical, each Covered Person shall seek advice from his or her immediate
      supervisor or senior management, as appropriate.




**III.**  **Conflicts
      of Interest**





The
      term
“conflict of interest” refers to any circumstance that would cast doubt on a
      Covered Person’s ability to act objectively when representing the Company’s
      interest. Covered Persons should not use their position or association with
      the
      Company for their own or their family’s personal gain, and should avoid
      situations in which their personal interests (or those of their family) conflict
      or overlap, or appear to conflict or overlap, with the Company's best
      interests.









The
      following are examples of activities that give rise to a conflict of interest.
      These examples do not in any way limit the general scope of the Company's policy
      regarding conflicts of interest.




·
            Where
                a Covered Person’s association with (or financial interest in) another
                person or entity would reasonably be expected to interfere with the
                Covered Person's independent judgment in the Company’s best interest, that
                association or financial interest creates a conflict of
                interest.




·
            The
                holding of a financial interest by a Covered Person in any present
                or
                potential competitor, customer, supplier, or contractor of the Company
                creates a conflict of interest, except where the business or enterprise
                in
                which the Covered Person holds a financial interest is publicly owned,
                and
                the financial interest of the Covered Person in such public entity
                constitutes less than one percent (1%) of the ownership of that business
                or enterprise.




·
            The
                acceptance by a Covered Person of a membership on the board of directors,
                or serving as a consultant or advisor to any board or any management,
                of a
                business that is a present or potential competitor, customer, supplier,
                or
                contractor of the Company, creates a conflict of interest, unless
                such
                relationship is pre-approved in writing by the principal executive
                officer
                of the Company.




·
            The
                use or disclosure of any unpublished information regarding the Company,
                obtained by a Covered Person in connection with his or her employment
                for
                personal benefit, creates a conflict of
                interest.





It
      is our
      policy and it is expected that all Covered Persons should endeavor to avoid
      all
      situations that present an actual or apparent conflict of interest. All actual
      or apparent conflicts of interest must be handled honestly and ethically. If
      a
      Covered Person suspects that he or she may have a conflict of interest, that
      Covered Person is required to report the situation to, and to seek guidance
      from, his or her immediate supervisor or senior management, as appropriate.
      For
      purposes of this Code, directors, the principal executive officer, and the
      principal financial officer shall report any such conflict or potential conflict
      situations to the chairman of the audit committee, if one be created, and in
      the
      absence of an audit committee, to chairman of the board of directors. Officers
      (other than the principal executive officer and principal financial officer)
      and
      employees of the Company shall report any such situations to their immediate
      supervisor. It is the responsibility of the audit committee chairman or the
      chairman of the board, as applicable, to determine if a conflict of interest
      exists or whether such situation is likely to impair the Covered Persons ability
      to perform his or her assigned duties with the Company, and if such situation
      is
      determined to present a conflict, to determine the necessary
      resolution.





**IV.**  **Compliance
      with Applicable Laws, Rules And Regulations**





Full
      compliance with letter and the spirit of all applicable governmental laws,
      rules
      and regulations, and applicable rules and listing standards of any national
      securities exchange on which the Company’s securities may be listed, is one of
      the foundations on which this Company’s ethical policies are built. All
      directors and executive officers of the Company must understand and take
      responsibility for the Company's compliance with the applicable governmental
      laws, rules and regulations of the cities, states and countries in which the
      Company operates, and for complying with the applicable rules and listing
      standards of any national securities exchange on which the Company’s securities
      may be listed.










**V.**  **Rules
      to Promote Full, Fair, Accurate, Timely and Understandable
      Disclosure**





As
      a
      public company, the Company has a responsibility to report financial information
      to security holders so that they are provided with accurate information in
      all
      material respects about the Company’s financial condition and results of
      operations. It is the policy of the Company to fully and fairly disclose the
      financial condition of the Company in compliance with applicable accounting
      principles, laws, rules and regulations. Further, it is the Company’s policy to
      promote full, fair, accurate, timely and understandable disclosure in all
      Company reports required to be filed with or submitted to the Commission, as
      required by applicable laws, rules and regulations then in effect, and in other
      public communications made by the Company.




Covered
      Persons may be called upon to provide or prepare necessary information to ensure
      that the Company’s public reports are complete, fair and understandable. The
      Company expects Covered Persons to take this responsibility seriously and to
      provide accurate information related to the Company’s public disclosure
      requirements.





All
      books
      and records of the Company shall fully and fairly reflect all Company
      transactions in accordance with accounting principles generally accepted in
      the
      United States of America, and any other financial reporting or accounting
      regulations to which the Company is subject. No entries to the Company’s books
      and records shall be made or omitted to intentionally conceal or disguise the
      true nature of any transaction. Covered Persons shall maintain all Company
      books
      and records in accordance with the Company’s established disclosure controls and
      procedures and internal controls for financial reporting, as such controls
      may
      be amended from time to time.





All
      Covered Persons must report any questionable accounting or auditing matters
      that
      may come to their attention. This applies to all operating reports or records
      prepared for internal or external purposes, such as sales or backlog
      information. If any Covered Person has concerns or complaints regarding
      questionable accounting or auditing matters of the Company, Covered Person
      shall
      report such matters to his or her immediate supervisor. If the immediate
      supervisor is involved in the questionable accounting or auditing matter, or
      does not timely resolve the Covered Person’s concern, the Covered Person should
      submit their concerns to the principal executive officer or the principal
      financial officer. If the principal executive officer and the principal
      financial officer are involved in the questionable accounting or auditing
      matter, or do not timely resolve the Covered Person's concerns, the Covered
      person should submit his or her concern directly to the audit committee, if
      one
      be established, or to the board of directors in the absence of a designated
      audit committee. The reporting of any such matters may be done on a confidential
      basis, at the election of the Covered Person making the report.




**VI.**  **Corporate
      Opportunities**





Directors
      and employees are prohibited from taking for themselves opportunities that
      are
      discovered through the use of Company property, information or position, or
      using Company property, information or position for personal gain. Directors
      and
      employees have a duty to the Company to advance its legitimate interest when
      the
      opportunity to do so arises.





**VII.**  **Confidentiality**




Directors
      and employees must maintain the confidentiality of non-public, proprietary
      information regarding the Company, its customers or its suppliers, and shall
      use
      that information only to further the business interests of the Company, except
      where disclosure or other use is authorized by the Company or legally mandated.
      This includes information disseminated to employees in an effort to keep them
      informed or in connection with their work activities, but with the instruction,
      confidential labeling, or reasonable expectation that the information be kept
      confidential.




**VIII.**  **Trading
      on Inside Information**





Inside
      information includes any non-public information, whether favorable or
      unfavorable, that investors generally consider important in making investment
      decisions. Examples including financial results not yet released, imminent
      regulatory approval/disapproval of an alliance or other significant matter
      such
      as the purchase or sale of a business unit or significant assets, threatened
      litigation, or other significant facts about a business. No information obtained
      as the result of employment at, or a director’s service on the Board of, the
      Company may be used for personal profit or as the basis for a “tip” to others,
      unless such information is first made generally available to the
      public.










**IX.**  **Protection
      and Proper Use of Company Assets**





Directors
      and employees should protect the Company’s assets and ensure their efficient
      use. Theft, carelessness and waste have an adverse impact on the Company and
      its
      profitability. Company assets may only be used for legitimate Company business
      purposes.





**X.**  **Intellectual
      Property**





The
      Company expends a great deal of time, effort and money to protect our
      intellectual property. We are sensitive to issues regarding the improper use
      of
      our intellectual property and avoiding the improper use of intellectual property
      of others, including but not limited to copyrights, trademarks, trade secrets
      and patents. In fulfillment of our legal obligations with respect to
      intellectual property rights, the Company adheres to copyright laws, including
      the application of those laws to copyrighted work in print, video, music,
      computer software or other electronic formats. Employees must not make any
      unauthorized reproduction of any copyrighted work.





**XI.**  **Reporting
      Violations of the Code**





Any
      Covered Person who becomes aware of any violation of this Code must promptly
      bring the violation to the attention of the appropriate party as follows:
      directors, the Company’s principal executive officer and the principal financial
      officer shall report on a confidential basis any violations to the chairman
      of
      the audit committee, if one be created, and in the absence of an audit
      committee, to the chairman of the board of directors of the Company; Executive
      officers and employees of the Company shall report any violations to the
      Company’s principal executive officer or principal financial
      officer.





**XII.**  **Compliance
      with the Code**




All
      issues of non-compliance with this Code will be reviewed and evaluated according
      to the circumstances and severity of the problem. Senior management will take
      such actions as it deems appropriate, which can include disciplinary action
      up
      to and including termination of employment, legal action, and other
      measures.




**XIII.**  **Waiver
      of the Code**





Any
      waiver of this Code may be made only by the independent directors on the board
      of directors, or by an authorized committee of the board of directors comprised
      solely of independent directors, and will be disclosed as required by law,
      Commission regulations, or the rules and listing standards of any national
      securities exchange on which the Company’s securities may be
      listed.