EXHIBIT 99.1

                                 CODE OF ETHICS

                          DALRADA FINANCIAL CORPORATION
                                POLICY STATEMENT
                                       ON
                   BUSINESS ETHICS AND CONFLICTS OF INTERESTS
I.  INTRODUCTION;  CERTIFICATE  OF  COMPLIANCE

     This  Policy  Statement  on  Business  Ethics and Conflicts of Interests is
being  issued  to  employees  of  Dalrada  Financial  Corporation ("DRDF" or the
"Company") to confirm the Company's commitment to conduct business in an ethical
manner  and  in  full  compliance  with  applicable  law.  It  is  the Company's
expectation that our employees will read and become familiar with the principles
expressed in this Policy Statement, and that those principles will be adhered to
by  all  employees in the discharge of their responsibilities. Employees will be
required from time to time to affirm their understanding of these principles and
their agreement to adhere to them, by signing the Certificate of Compliance that
appears  at  the  end  of this Policy Statement, and returning it to management.

II.  SUMMARY  OF  PRINCIPLES;  SPECIAL  SITUATIONS
     DRDF  employees  are  expected  to  comply  with  all  laws  governing  its
operations,  and  to  conduct  business  in  accordance with the highest ethical
standards.  DRDF  asks  the same high standard of conduct of its employees on or
off  its  property.  The following is a summary of principles which guide DRDF's
business  practices  under  these  policies.     Although  we believe that these
principles will address almost every situation, it may be appropriate to consult
with management even when a gift or other item falls within the guidelines. That
might be the case when the kind of service provided to DRDF by the outside party
is  particularly  sensitive,  or when a gift or entertainment item might be very
unusual  under the circumstances. In such cases, DRDF requires that the employee
either  get  advance approval from management, or, where advance approval is not
practical,  the employee should request approval to retain the item in question.

     1.  Employees  shall  not  be  involved in any activity, including personal
investment,  which  is  or gives the appearance of conflict of interest with the
business of DRDF. Outside business interests require the prior approval of DRDF.

     2.  Employees  dealing  with contractors, carriers, suppliers, consultants,
customers and other persons having business with the company, shall conduct such
activities  in  the  best  interests  of  DRDF,  without  favor  or  preference.

     3.  Gifts,  hospitality  (meals and the like), entertainment or anything of
value,  beyond commonly recognized limits, shall not be accepted by employees or
their family members from any person who has business dealings with DRDF. Gifts,
hospitality  and  entertainment  which,  because of their nature or value, might
reasonably  be  expected  to  influence the employee's independent judgment, are
beyond  acceptable  limits. Such value will be measured by the usual standard of
living  of  both  the  employee  and  the  other  person.

     4.  Under  no  circumstances  may cash payments be made to customers. Other
gifts,  favors     and  entertainment extended to customers are to be limited in
kind  and  value. The terms of a customer's employee gift policy will be honored
by  DRDF  without  exception.

     5.  Employees in a subordinate/supervisory relationship are not to exchange
favors or gifts which could, or appear, to give rise to an obligation. Employees
may  not  use  Company  property  as  gifts  for  other  employees.

     6.  The  Company's  property  (supplies, personal computers, etc.) is to be
used by employees only for the Company's business purposes. Company property may
not be sold or otherwise disposed of, except in the ordinary course of business.
All  employees will be expected to properly account for all Company property for
which  they  are  responsible.

     7. Employees shall not use DRDF's proprietary information or trade secrets,
other  than  as  required  by  DRDF.

     8.  DRDF  independently and unilaterally determines the prices and terms of
sale  of  its products. Employees shall not make any agreement with a competitor
affecting  the prices, terms, or conditions of sale of DRDF products in relation
to  those of a competitor. Employees shall not exchange information with respect
to  prices,  cost,  or other aspects of competition with any DRDF competitor, or
with  any  other  person.

III.  FINANCIAL  INTERESTS  IN  OUTSIDE  BUSINESSES

     1.  A  conflict  of  interest exists if an employee, or an immediate family
member  of  an employee, has a significant financial interest in a competitor of
DRDF,  or  which  has  business  dealings  with  DRDF.  A "significant financial
interest" is one which is so substantial to the employee that it might appear to
create a potential risk of interference with the employee's independent exercise
of  judgment  in  the  best  interest  of  DRDF.

     2.  Before  an  employee  or  immediate  family member acquires a financial
interest  (or  if such person already has an interest) which appears to create a
possible  conflict  of interest, the employee should promptly disclose the facts
in  writing  to  management, so that a determination can be made as to whether a
conflict  of interest does exist. The employee will be expected to take whatever
action  is determined by DRDF to be appropriate to resolve any conflict which it
finds  to  exist.

IV.  OTHER  INVOLVEMENT  IN  OUTSIDE  BUSINESSES

     1.  A  conflict  of  interest  exists if an employee engages as a director,
officer,  employee, promoter or consultant in an outside business which (a) is a
competitive  business,  or  (b)  has  business  dealings  with DRDF in which the
employee  participates or is able to exert influence, or (c) interferes with the
employee's  obligation  to  devote  full  time  and  attention to his or her job
responsibilities,  or  (d)  operates  in  a manner which reflects adversely upon
DRDF. A conflict of interest may also arise when an immediate family member is a
director, officer, employee, or consultant with a company which is a competitive
business,  or  which  has  business  dealings  with  DRDF  in which the employee
participates  or  is  able  to  exert  influence.

     2.  Before  an  employee  or immediate family member becomes involved in an
outside  business  (or  if  such  person  already  is  involved) which creates a
possible  conflict  of interest, the employee should promptly disclose the facts
in  writing  to  management, so that a determination can be made as to whether a
conflict  of interest does exist. The employee will be expected to take whatever
action  is  determined  by DRDF to resolve any conflict which it finds to exist.

V.  RECEIPT  OF  EMPLOYMENT-RELATED  GIFTS

A.  General

     1.  No  employee  or  immediate family member may accept from any person or
company  which  has  business dealings with DRDF, gifts or gratuities (including
favors,  consideration,  discounts,  and  the  like,  which  are  not  generally
available  to  all  DRDF  employees)  which  go beyond common courtesies usually
associated  with  accepted  business  practice.

     2.  In  no event may a DRDF employee accept in any one year from any person
which  has  business  dealings  with  DRDF,  a gift or series of gifts which the
employee  should     reasonably  believe  has  a  value  exceeding  $300.

     3.  No  employee  may  accept  cash or cash equivalents (gift certificates,
credits,  etc.)  of  any amount from any person which has business dealings with
DRDF.

     4.  In  those  circumstances  where the nature of the relationship with the
third  party is unusually sensitive or the gift in question seems extraordinary,
the  employee  must  either  obtain  advance approval from management, or, where
advance  approval is not practical, the employee must request approval to retain
the  item  in  question.

B.  Entertainment

     1.  No  employee  or  immediate  family  member may accept, from any person
having  business  dealings  with  DRDF,  entertainment  which goes beyond common
courtesies  usually  associated  with  accepted  business  practice.

     2.  Employees  may  accept  invitations  to  lunch, dinner, or other social
events  (ball  games,  concerts,  etc.)  as  an  expression  of  normal business
courtesy, provided that they are not intended to induce special consideration or
advantage.

     3.  In  those  circumstances  where the nature of the relationship with the
third party is unusually sensitive or the event in question seems extraordinary,
the  employee  must  obtain  advance  approval  from  management.

C.  Gifts  Between  Employees

Employees  in  a subordinate/supervisory relationship are not to exchange favors
or  gifts  which  could  or  appear  to  give  rise  to  an  obligation.

VI.  Relationships  With  Customers

A.  General

     It  is  recognized  that  business  practices and common courtesy sometimes
require  that  gifts,  favors,  and  entertainment  be  extended  to  present or
prospective  customers. These occasions are strictly limited and may not involve
secret  commissions,  hidden  gratuities, or payments to third parties who might
have  influence  on  such  customers.

B.  Gifts,  Favors,  and  Entertainment
     Gifts,  favors,  and  entertainment  may  be  extended  to  any customer or
prospective  customer,  only  if  all  of  the  following  conditions  are  met:
     1.  They  are  not  in  violation  of  any  applicable  law.

     2. They are not for the purpose of securing a preferential customer action,
but  rather  are  given  as  a  courtesy  for  a  courtesy received, or to build
goodwill,  much  as  one  would  do  socially.

     3.  They  are  not  in  violation  of generally accepted ethical standards.

     4.  They  are of such limited value, and are in such form, that they cannot
be  construed  as  a  bribe  or  payoff.

     5.  The  customer has not advised that it has a policy against or otherwise
limits  receipt of gifts, favors, and entertainment by its employees and agents.
Any  such  customer  policy  must  be  adhered  to  strictly.

     6. Public disclosure of the facts surrounding them would not embarrass DRDF
or  the  customer  in  any  way.

                            CERTIFICATE OF COMPLIANCE

     I  have  read  and  understand  the  Dalrada  Financial  Corporation Policy
Statement  on Business Ethics and Conflicts of Interests. This will confirm that
I  will  adhere  in  all  respects  to the principles and rules contained in the
Policy Statement. If I am in doubt about whether any given proposed conduct will
be  in  compliance  with  such  principles  and  rules, I will seek (and follow)
guidance as required by the Policy Statement. I further confirm my understanding
that  any  failure  to comply with these principles and rules will subject me to
disciplinary  action,  up  to  and  including dismissal from employment with the
Company.

     I  certify  to  the  Company  that  I  am  not  in  violation of the Policy
Statement,  unless  I  have  noted  such  violation  in  a  signed  Statement of
Exceptions  attached  to  this  Certificate.



_______________________________
(Signature)

Name:  ______________________
(Please  Print)

Position  _____________________

Location  _____________________

Date  ________________________

[  ]  A  Statement  of  Exceptions  is  attached.

[  ]  No  Statement  of  Exceptions  is  attached.