**Exhibit 14**

 

**GOLDEN HEALTH HOLDINGS, INC.**

**CODE OF ETHICS**

** **

**Preamble**

 

This Code of Ethics was designed by Golden Health Holdings, Inc.to govern the way in which we work every day. This Code of Ethics applies to each and every one of our employees,officers, and directors.

 

# **Definitions**

# ** **

The “Commission” means the United States Securities and ExchangeCommission.

 

The “Company” means Golden Health Holdings, Inc., a Nevadacorporation.

 

“We” means all of our employees, officers, and directors.

 

# **Basic Principles**

# ** **

1.               We will conductourselves honestly and ethically, including the ethical handling of actual orapparent conflicts of interest between personal and professional relationships.

 

2.               We will avoidconflicts of interest, including disclosure to the appropriate persons of anymaterial transaction or relationship that reasonably could be expected to giverise to such a conflict.

 

3.               We will providefull, fair, accurate, timely, and understandable disclosure in reports anddocuments that we file with the Commission and in all other publiccommunications we make.

 

4.               We will comply withall applicable governmental laws, rules and regulations.

 

5.               We will promptlyreport violations of this Code of Ethics to the appropriate person within theCompany as described specifically below.

 

6.               We acceptaccountability for adherence to this Code of Ethics.

 

## **Specific Situations**

## ** **

**Conflictsof interest. **A “conflictof interest” occurs when an individual’s private interest interferes in any way– or even appears to interfere – with the interests of the Company as awhole.  A conflict situation can arisewhen an employee, officer or director takes actions or has interests that maymake it difficult to perform his or her Company work objectively andeffectively.  Conflicts of interest alsoarise when an employee, officer or director, or a member of his or her family,receives improper personal benefits as a result of his or her position in theCompany.  Loans to, or guarantees ofobligations of, such persons are of special concern.  Additionally, you may not work for or receivepayments of any kind from any competitor, customer, distributor or supplier ofthe Company without prior approval of Company management.

 

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We will be alert and sensitive to any interest that might be consideredto conflict with the best interests of the Company.  If you or one of your family members,directly or indirectly, has a financial or personal interest in a contract ortransaction to which the Company is a party, or you are contemplating enteringinto a transaction that involves use of Company assets or could compete withthe Company, you must disclose this situation *assoon as you become aware of it* to your immediate supervisor.  Please disclose your interest and describeall material facts concerning the matter known to you, including the estimatedtime frame for the transaction if known. If appropriate, supervisors will report any such situations to thePresident of the Company.  If necessary,the President of the Company will report any such situation to the Board ofDirectors who will, in conjunction with the Company’s legal counsel, make adetermination of whether or not the situation is a conflict of interest.  You should not take any actions until you areadvised of the decision.  The Companywill be sensitive to the time frames you disclose to us.

 

The Company promotes disclosure of any questionable situations.  The Company will not retaliate and will notpermit any of its employees, directors, or officers to retaliate against youfor such disclosure.

 

**Corporate opportunities. **We are prohibitedfrom (a) taking for ourselves personally opportunities that are discoveredthrough the use of Company property, information or position; (b) usingCompany property, information, or position for personal gain; and (c) competingwith the Company.  We owe a duty to theCompany to advance its legitimate interests when the opportunity to do soarises.  If you believe that acontemplated transaction might be found to be a corporate opportunity, youshould make full disclosure to your supervisor or manager and seek Companyauthorization to pursue the opportunity *before*pursuing the opportunity.

 

**Confidentiality. **We must maintain theconfidentiality of information entrusted to us by the Company or its customers,except when disclosure is authorized or legally mandated.  Confidential information includes allnon-public information that might be of use to competitors, or harmful to theCompany or its customers, if disclosed.

 

**Fairdealing. **Wewill endeavor to deal fairly with the Company’s customers, suppliers,competitors and employees.  We will nottake unfair advantage of anyone through manipulation, concealment, abuse ofprivileged information, misrepresentation of material facts, or use any otherunfair-dealing practice.

 

**Protectionand proper use of company assets. **Wewill protect the Company’s assets and ensure their efficient use.  Theft, carelessness and waste have a directimpact on the Company’s profitability. All Company assets must be used for legitimate business purposes.

 

**Compliance with laws, rules and regulations (including insidertrading laws). **The Companypromotes compliance with laws, rules and regulations, including insidertrading laws.  Insider trading is tradingor tipping others to trade in securities of our Company or any other Companybased on information which is not available to the public.  Insider trading is both unethical and illegaland will be dealt with firmly.  We arerequired to comply with all applicable laws and regulations wherever we dobusiness. Perceived pressures from supervisors or demands due to businessconditions are not excuses for violating the law. If you have any questions orconcerns about the legality of an action, you should bring such questions orconcerns to your

 

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supervisor.  If you feel you cannot discuss your concernswith your supervisor, please bring them to the President of the Company.

 

**Accuracy of Company records and reports.**  The Company requires honest and accuraterecording and reporting of information. This includes such data as quality, safety, and personnel records, aswell as all business and financial records and reports filed with theCommission.  All financial books, recordsand accounts must accurately reflect transactions and events, and conform bothto required accounting principles and to the Company’s system of internalcontrols. No false or artificial entries may be made.

 

**Encouragingthe reporting of any illegal or unethical behavior. **The Company promotesethical behavior.  The Company encouragesyou to talk to supervisors, managers or other appropriate personnel when indoubt about the best course of action in a particular situation.  Additionally, you should report violations oflaws, rules, regulations or the code of business conduct to appropriatepersonnel.  The Company will not allowretaliation for reports made in good faith.

 

# **Conclusion**

# ** **

No Code ofConduct or Code of Ethics can cover every situation that might arise in acompany.  This Code is designed to letyou know our basic guiding principles and provide explanation on how to handlevarious situations.  If you havequestions on any situation, whether or not described in this document, pleaseask.  The first place to turn is yourimmediate supervisor or manager.  If youare uncomfortable discussing a situation with your immediate supervisor ormanager, you may go to anyone in management whom you feel comfortable with,including the President of the Company. We cannot stress our final point enough: “When in doubt, ask.”

 

Adopted by theBoard of Directors on January 4, 2006.

 

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