Exhibit 14
                      BIRCH FINANCIAL, INC.
                         CODE OF CONDUCT
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Introduction.
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     This Code of Conduct (this "Code") is applicable to the (1) President
and Chief Executive Officer, (2) Chief Financial Officer, (3) Chief Accounting
Officer or Controller and (4) other persons performing similar functions
(collectively, the "Covered Executives") of Birch Financial, Inc. ("Birch").
As used in this Code, "we", "our" or "us"  means Birch, and "you"
means a Covered Executive.  The Covered Executives hold an important and
elevated role in corporate governance, and are uniquely positioned and
empowered to ensure that Birch's interests are appropriately balanced,
protected and preserved. Birch's Board of Directors (the "Board") has adopted
this Code to deter wrongdoing and to promote honest and ethical conduct,
proper disclosure of financial information in Birch's periodic reports and
compliance with applicable laws, rules and regulations by Birch's senior
officers who have financial responsibilities.

General obligations.
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     In performing your duties, we expect you to:

     * Conduct yourself honestly and ethically, including the ethical
     handling of actual or apparent conflicts of interest between personal
     and professional relationships. o Refrain from using your position for
     personal gain or competing directly or indirectly with Birch.

     * Provide, or cause to be provided, full, fair, accurate, timely and
     understandable disclosures in (i) reports and documents that we file
     with the Securities and Exchange Commission (the "SEC") and (ii) in
     other public communications made by us.

     * Comply, and encourage others reporting to you to comply, in all
     material respects to all applicable rules and regulations of federal,
     state and local governments, the SEC and other appropriate private and
     public regulatory agencies.

     * Comply, and encourage others reporting to you to comply, with this
     Code and all other codes of business conduct or ethics adopted by us
     from time to time.

     * Promptly report, and encourage others reporting to you to report, any
     known waiver or violation of this Code to a member of the Board.
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     1 This Code is specifically intended to meet the requirements of Section
406 of the Sarbanes-Oxley Act of 2002 (including any amendments).
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Waivers from or Changes to the Code.
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     The Board will have the sole and absolute discretionary authority to
approve any changes to this Code and any waivers from this Code. Any waiver
from this Code, including an implicit waiver, for a Covered Executive will be
promptly disclosed on a Form 8-K or any other means approved by the SEC. Such
disclosure will include the nature of the waiver, the name of the Covered
Executive to whom the Board granted the waiver and the date of the waiver. Any
change to this Code will be promptly disclosed as required by law or
regulation of the SEC.

Administration of and Compliance with this Code.
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     Procedures for Raising Concerns. You are expected to comply with this
Code and to report any possible violation of this Code, so that it can be
investigated and evaluated. Concerns may be presented in person or in writing
a member of the Board.  Concerns may be reported on a confidential and
anonymous basis. Written concerns should be addressed to a member of the Board
at Birch Financial Inc., Attention: Board of Directors, 17209 Chatsworth,
Granada Hills, California, 91344.

     Procedures for Investigating and Resolving Concerns. Reports of possible
violations will be forwarded to a member of the Board, who may, in their
discretion, assume responsibility for evaluating any possible violation and
directing or conducting any investigation or may delegate any portion of such
responsibility to a committee of the Board or another person or entity. The
Board will have the authority to engage independent counsel and other
advisers, as it deems necessary, to assist in its investigation and decision
process.

     After conducting the investigation, the results will be evaluated and
the Board will authorize such response, follow-up and preventive actions, if
any, as are deemed necessary and appropriate to address the substance of the
reported possible violation. We reserve the right to take whatever action it
believes appropriate, up to and including discharge of any Covered Executive
determined to have engaged in improper conduct.

     We will not penalize or retaliate against any person or entity for
reporting a possible violation in good faith. We will not tolerate retaliation
against any person or entity for submitting, or for cooperating in the
investigation of, a possible violation. Any retaliation will warrant
disciplinary action against the person who wrongfully retaliates, up to and
including termination of employment.
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