Exhibit 99.1

# CODE
OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF NEW WORLD BRANDS,
INC.

1.    
          TREAT IN AN ETHICAL MANNER THOSE TO WHOM NEW WORLD BRANDS, INC. HAS AN
          OBLIGATION

The officers, directors and employees
of New World Brands, Inc. (the Company) are committed to honesty, just
management, fairness, providing a safe and healthy environment free from the fear of
retribution, and respecting the dignity due everyone. For the communities in which we live
and work we are committed to observe sound environmental business practices and to act as
concerned and responsible neighbors, reflecting all aspects of good citizenship.

For our shareholders we are committed
to pursuing sound growth and earnings objectives and to exercising prudence in the use of
our assets and resources.

For our suppliers and partners we are
committed to fair competition and the sense of responsibility required of a good customer
and teammate.

2.    
          PROMOTE A POSITIVE WORK ENVIRONMENT

All employees want and deserve a
workplace where they feel respected, satisfied, and appreciated. We respect cultural
diversity and will not tolerate harassment or discrimination of any kind  especially
involving race, color, religion, gender, age, national origin, disability, and veteran or
marital status.

Providing an environment that
supports honesty, integrity, respect, trust, responsibility, and citizenship permits us
the opportunity to achieve excellence in our workplace. While everyone who works for the
Company must contribute to the creation and maintenance of such an environment, our
executives and management personnel assume special responsibility for fostering a work
environment that is free from the fear of retribution and will bring out the best in all
of us. Supervisors must be careful in words and conduct to avoid placing, or seeming to
place, pressure on subordinates that could cause them to deviate from acceptable ethical
behavior.

3.    
          PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN

We are committed to providing a
drug-free, safe and healthy work environment, and to observing environmentally sound
business practices. We will strive, at a minimum, to do no harm and where possible, to
make the communities in which we work a better place to live. Each of us is responsible
for compliance with environmental, health and safety laws and regulations.

4.    
          KEEP ACCURATE AND COMPLETE RECORDS

We must maintain accurate and
complete Company records. Transactions between the Company and outside individuals and
organizations must be promptly and accurately entered in our books in accordance with
generally accepted accounting practices and principles. No one should rationalize or even
consider misrepresenting facts or falsifying records. It will not be tolerated and will
result in disciplinary action.

5.    
          OBEY THE LAW

We will conduct our business in
accordance with all applicable laws and regulations. Compliance with the law does not
comprise our entire ethical responsibility. Rather, it is a minimum, absolutely essential
condition for performance of our duties. In conducting business, we shall:

A.       
          STRICTLY ADHERE TO ALL ANTITRUST LAWS

| | Officer,
directors and employees must strictly adhere to all antitrust laws. Such laws exist in the
United States and in many other countries where the Company may conduct business. These
laws prohibit practices in restraint of trade such as price fixing and boycotting
suppliers or customers. They also bar pricing intended to run a competitor out of
business; disparaging, misrepresenting, or harassing a competitor; stealing trade secrets;
bribery; and kickbacks.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

B.       
          STRICTLY COMPLY WITH ALL SECURITIES LAWS

| | In
our role as a publicly owned company, we must always be alert to and comply with the
security laws and regulations of the United States and other countries.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

I.       
          DO NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING

| | Federal
law and Company policy prohibits officers, directors and employees, directly or indirectly
through their families or others, from purchasing or selling company stock while in the
possession of material, non-public information concerning the Company. This same
prohibition applies to trading in the stock of other publicly held companies on the basis
of material, non-public information. To avoid even the appearance of impropriety, Company
policy also prohibits officers, directors and employees from trading options on the open
market in Company stock under any circumstances.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Material,
non-public information is any information that could reasonably be expected to affect the
price of a stock. If an officer, director or employee is considering buying or selling a
stock because of inside information they possess, they should assume that such information
is material. It is also important for the officer, director or employee to keep in mind
that if any trade they make becomes the subject of an investigation by the government, the
trade will be viewed after-the-fact with the benefit of hindsight. Consequently, officers,
directors and employees should always carefully consider how their trades would look from
this perspective.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Two
simple rules can help protect you in this area: (1) Do not use non-public information for
personal gain. (2) Do not pass along such information to someone else who has no need to
know.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | This
guidance also applies to the securities of other companies for which you receive
information in the course of your employment at the Company.
| | --------------------------------------------------------------------------------------------------------------------------------------------------

II.       
          BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS

| | As
a public company, the Company must be fair and accurate in all reports filed with the
United States Securities and Exchange Commission. Officers, directors and management of
the Company are responsible for ensuring that all reports are filed in a timely manner and
that they fairly present the financial condition and operating results of the Company.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Securities
laws are vigorously enforced. Violations may result in severe penalties including forced
sales of parts of the business and significant fines against the Company. There may also
be sanctions against individual employees including substantial fines and prison
sentences.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
principal executive officer and principal financial Officer will certify to the accuracy
of reports filed with the SEC in accordance with the Sarbanes-Oxley Act of 2002. Officers
and Directors who knowingly or willingly make false certifications may be subject to
criminal penalties or sanctions including fines and imprisonment.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.    
          AVOID CONFLICTS OF INTEREST

Our officers, directors and employees
have an obligation to give their complete loyalty to the best interests of the Company.
They should avoid any action that may involve, or may appear to involve, a conflict of
interest with the Company. Officers, directors and employees should not have any financial
or other business relationships with suppliers, customers or competitors that might
impair, or even appear to impair, the independence of any judgment they may need to make
on behalf of the Company.

HERE ARE SOME WAYS A CONFLICT OF
INTEREST COULD ARISE:

o Employment by a competitor, or potential competitor, regardless of the nature of the
employment, while employed by the Company.           o Acceptance of gifts, payment, or
services from those seeking to do business with the Company.           o Placement of business with
a firm owned or controlled by an officer, director or employee or his/her family.          o
Ownership of, or substantial interest in, a company that is a competitor, client or
supplier.          o Acting as a consultant to the Company customer, client or supplier.
          o Seeking the services or advice of
an accountant or attorney who has provided services to the Company.

Officers, directors and employees are
under a continuing obligation to disclose any situation that presents the possibility of a
conflict or disparity of interest between the officer, director or employee and the
Company. Disclosure of any potential conflict is the key to remaining in full compliance
with this policy.

7.    
          COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES

We must comply with the laws and
regulations that pertain to the acquisition of goods and services. We will compete fairly
and ethically for all business opportunities. In circumstances where there is reason to
believe that the release or receipt of non-public information is unauthorized, do not
attempt to obtain and do not accept such information from any source.

If you are involved in Company
transactions, you must be certain that all statements, communications, and representations
are accurate and truthful.

8.    
          AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS

The sale and marketing of our
products and services should always be free from even the perception that favorable
treatment was sought, received, or given in exchange for the furnishing or receipt of
business courtesies. Officers, directors and employees of the Company will neither give
nor accept business courtesies that constitute, or could be reasonably perceived as
constituting, unfair business inducements or that would violate law, regulation or
policies of the Company, or could cause embarrassment to or reflect negatively on the
Companys reputation.

9.    
          MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES

Business integrity is a key standard
for the selection and retention of those who represent the Company. Agents,
representatives and consultants must certify their willingness to comply with the
Companys policies and procedures and must never be retained to circumvent our values
and principles. Paying bribes or kickbacks, engaging in industrial espionage, obtaining
the proprietary data of a third party without authority, or gaining inside information or
influence are just a few examples of what could give us an unfair competitive advantage
and could result in violations of law.

10.    
          PROTECT PROPRIETARY INFORMATION

Proprietary Company information may
not be disclosed to anyone without proper authorization. Keep proprietary documents
protected and secure. In the course of normal business activities, suppliers, customers
and competitors may sometimes divulge to you information that is proprietary to their
business. Respect these confidences.

11.    
          OBTAIN AND USE COMPANY ASSETS WISELY

Personal use of Company property must
always be in accordance with corporate policy. Proper use of Company property, information
resources, material, facilities and equipment is your responsibility. Use and maintain
these assets with the utmost care and respect, guarding against waste and abuse, and never
borrow or remove Company property without managements permission.

12.    
          FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND ACTIVITIES

The Company encourages its employees
to become involved in civic affairs and to participate in the political process. Employees
must understand, however, that their involvement and participation must be on an
individual basis, on their own time and at their own expense. In the United States,
federal law prohibits corporations from donating corporate funds, goods, or services,
directly or indirectly, to candidates for federal offices  this includes
employees work time. Local and state laws also govern political contributions and
activities as they apply to their respective jurisdictions.

13.    
          BOARD COMMITTEES.

The Company shall establish an Audit
Committee empowered to enforce this Code of Ethics. The Audit Committee will report to the
Board of Directors at least once each year regarding the general effectiveness of the
Companys Code of Ethics, the Companys controls and reporting procedures and
the Companys business conduct.

14.    
          DISCIPLINARY MEASURES.

The Company shall consistently
enforce its Code of Ethics and Business Conduct through appropriate means of discipline.
Violations of the Code shall be promptly reported to the Audit Committee. Pursuant to
procedures adopted by it, the Audit Committee shall determine whether violations of the
Code have occurred and, if so, shall determine the disciplinary measures to be taken
against any employee or agent of the Company who has so violated the Code.

The disciplinary measures, which may
be invoked at the discretion of the Audit Committee, include, but are not limited to,
counseling, oral or written reprimands, warnings, probation or suspension without pay,
demotions, reductions in salary, termination of employment and restitution.

Persons subject to disciplinary
measures shall include, in addition to the violator, others involved in the wrongdoing
such as (i) persons who fail to use reasonable care to detect a violation, (ii) persons
who if requested to divulge information withhold material information regarding a
violation, and (iii) supervisors who approve or condone the violations or attempt to
retaliate against employees or agents for reporting violations or violators.