Exhibit 14.1

DELTRON, INC.CODE OF ETHICS

TOPICS

|  | 1.  |  | Statement of Policy                                             |
|--|-----|--|-----------------------------------------------------------------|
|  | 2.  |  | Implementation and Enforcement                                  |
|  | 3.  |  | Relations with Competitors and    Other Third Parties           |
|  | 4.  |  | Insider Trading, Securities    Compliance and Public Statements |
|  | 5.  |  | Financial Reporting                                             |
|  | 6.  |  | Human Resources                                                 |
|  | 7.  |  | Environmental, Health and Safety                                |
|  | 8.  |  | Conflicts of Interest                                           |
|  | 9.  |  | International Trade                                             |
|  | 10. |  | Government Relations                                            |
|  | 11. |  | Contractors, Consultants, and    Temporary Workers              |
|  | 12. |  | Conclusion                                                      |

 

1. STATEMENT OF POLICY

The Company has adopted eight Corporate Values (Focus, Respect,    Excellence, Accountability, Teamwork, Integrity, Very Open Communications    and Enjoying Our Work) to provide a framework for all employees in    conducting ourselves in our jobs. These policies are not intended to    substitute for those Values, but will serve as guidelines in helping you to    conduct the Company's business in accordance with our Values. Compliance    requires meeting the spirit, as well as the literal meaning, of the law, the    policies and the Values. It is expected that you will use common sense, good    judgment, high ethical standards and integrity in all your business    dealings.

If you encounter a situation you are not able to resolve by reference to    these policies, ask for help. Contact Shawn Phillips, Chairman and Chief    Executive Officer, who has been identified as responsible for overseeing    compliance with these policies.

Violations of the law or the Company's policies will subject employees to    disciplinary action, up to and including termination of employment. In    addition, individuals involved may subject themselves and the Company to    severe penalties including fines and possible imprisonment. Compliance with    the law and high ethical standards in the conduct of Company business should    be a top priority for each employee, officer and director.

2. IMPLEMENTATION AND ENFORCEMENT.

Shawn Phillips, our Chairman and Chief Executive Officer, has been    appointed as Compliance Officer of the Company, responsible for overseeing    compliance with, and enforcement of, all Company policies.

 

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Employees are expected to be familiar with these policies as they apply    to their duties. They should consult with their managers if they need    assistance in understanding or interpreting these policies. Each employee is    required to follow these policies and to comply with their terms. A refusal    by any employee to agree to be bound by these policies shall be grounds for    discipline up to and including dismissal.

Any employee who, in good faith, has reason to believe a Company    operation or activity is in violation of the law or of these policies must    call the matter to the attention of Shawn Phillips, our Chairman and Chief    Executive Officer. If you have reason to believe that it would be    inappropriate to report the operation or activity to Mr. Phillips, you    should report it to Mr. Fernando Porras, our Secretary. All reports will be    reviewed and investigated and as necessary under the circumstances, and the    reporting employee should provide sufficient information to enable a    complete investigation to be undertaken.

Any employee who makes an allegation in good faith reasonably believing    that a person has violated these policies or the law, will be protected    against retaliation.

3. RELATIONS WITH COMPETITORS AND OTHER THIRD PARTIES.

The Company's policy is to comply fully with competition and antitrust    laws throughout the world. These laws generally prohibit companies from    using illegal means to maintain, obtain or attempt to obtain a monopoly in a    market. They also prohibit companies from engaging in unfair trade    practices. *"Unfair trade*practices" include fixing prices, dividing    markets, agreeing with competitors not to compete, or agreeing to boycott    certain customers. It is advised that you consult with the Shawn Phillips    before attending a meeting with a party who may be viewed as a competitor.

4. INSIDER TRADING, SECURITIES COMPLIANCE AND PUBLIC STATEMENTS.

Securities laws prohibit anyone who is in possession of material,    non-public information ("Insider Information") about a company from    purchasing or selling stock of that company, or communicating the    information to others. Information is considered "material" if a reasonable    investor would consider it to be important in making a decision to buy or    sell that stock. Some examples include financial results and projections,    new products, acquisitions, major new contracts or alliances prior to the    time that they are publicly announced. Employees who become aware of such    Inside Information about the Company must refrain from trading in the shares    of the Company until the Inside Information is publicly announced.

Employees must also refrain from disclosing that information to persons    who do not have a Company need to know, whether they are inside the Company    or outside, such as spouses, relatives or friends.

The Company makes regular formal disclosures of its financial performance    and results of operations to the investment community. We also regularly    issue press releases. Other than those public statements, which go through    official Company channels, employees are prohibited from communicating    outside the Company about the Company's business, financial performance or    future prospects. Such communications include questions from securities    analysts, reporters or other news media, but also include seemingly innocent    discussions with family, friends, neighbors or acquaintances.

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5. FINANCIAL REPORTING.

The Company is required to maintain a variety of records for purposes of    reporting to the government. The Company requires all employees to maintain    full compliance with applicable laws and regulations requiring that its    books of account and records be accurately maintained. Specifics of these    requirements are available from Shawn Phillips. 

6. HUMAN RESOURCES.

The Company is committed to providing a work environment that is free    from unlawful harassment and discrimination, and respects the dignity of its    employees. The Company has policies covering various aspects of its    relationship with its employees, as well as employees' relationships with    each other. For more detailed information, you should consult Shawn    Phillips. Each employee is expected to be familiar with these policies and    to abide by them.

7. ENVIRONMENTAL, HEALTH AND SAFETY.

The Company is committed to protecting the health and safety of our    employees, as well as the environment in general. The Company expects    employees to obey all laws and regulations designed to protect the    environment, and the health and safety of our employees, and to obtain and    fully observe all permits necessary to do business.

At the very least, all employees should be familiar with and comply with    safety regulations applicable to their work areas. The Company will make, to    the extent possible, reasonable accommodations for the known physical or    mental limitations of our employees. Employees who require an accommodation    should contact Shawn Phillips. The Company will then engage in an    interactive process to determine what reasonable accommodations may exist.

8. CONFLICTS OF INTEREST.

Each employee is expected to avoid any activity, investment or    association that interferes with the independent exercise of his or her    judgment in the Company's best interests ("Conflicts of Interest").    Conflicts of Interest can arise in many situations. They occur most often in    cases where the employee or the employee's family obtains some personal    benefit at the expense of the Company's best interests.

No employee, or any member of employee's immediate family, shall accept    money, gifts of other than nominal value, unusual entertainment, loans, or    any other preferential treatment from any customer or supplier of the    Company where any obligation may be incurred or implied on the giver or the    receiver or where the intent is to prejudice the recipient in favor of the    provider. Likewise, no employee shall give money, gifts of other than    nominal value, unusual entertainment or preferential treatment to any    customer or supplier of the Company, or any employee or family members    thereof, where any obligation might be incurred or implied, or where the    intent is to prejudice the recipient in favor of the Company. No such    persons shall solicit or accept kickbacks, whether in the form of money,    goods, services or otherwise, as a means of influencing or rewarding any    decision or action taken by a foreign or domestic vendor, customer, business    partner, government employee or other person whose position may affect the    Company's business.

 

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No employee shall use Company property, services, equipment or business    for personal gain or benefit.

Employees may not: (1) act on behalf of, or own a substantial interest    in, any company or firm that does business, or competes, with the Company;    (2) conduct business on behalf of the Company with any company or firm in    which the employee or a family member has a substantial interest or    affiliation. Exceptions require advance written approval from the Legal    Department.

Employees should not create the appearance that they are personally    benefitting in any outside endeavor as a result of their employment by the    Company, or that the Company is benefitting by reason of their outside    interests. Any employee who is not sure whether a proposed action would    present a conflict of interest or appear unethical should consult with Shawn    Phillips. 

9. INTERNATIONAL TRADE.

The Company must comply with a variety of laws around the world regarding    its activities. In some cases, the law prohibits the disclosure of    information, whether the disclosure occurs within the U.S. or elsewhere, and    whether or not the disclosure is in writing.

Payments or gifts to non-U.S. government officials are prohibited by law    and by Company policy. The Foreign Corrupt Practices Act precludes payments    to non-U.S. government officials for the purpose of obtaining or retaining    business, even if the payment is customary in that country. This law applies    anywhere in the world to U.S. citizens, nationals, residents, businesses or    employees of U.S. businesses. Because Deltron, Inc. is a U.S. company, this    law applies to the Company and all of its subsidiaries. Any questions on    this policy should be directed to Shawn Phillips.

10. GOVERNMENT RELATIONS.

The Company is prohibited by law from making any contributions or    expenditures in connection with any U.S. national election. This includes    virtually any activity that furnishes something of value to an election    campaign for a federal office. Use of the Company's name in supporting any    political position or ballot measure, or in seeking the assistance of any    elected representative, requires the specific approval of the Chairman and    Chief Executive Officer of the Company. Political contributions or    expenditures are not to be made out of Company funds in any foreign country,    even if permitted by local law, without the consent of the Company's    Chairman and Chief Executive Officer.

U.S. law also prohibits giving, offering, or promising anything of value    to any public official in the U.S. or any foreign country to influence any    official act, or to cause an official to commit or omit any act in violation    of his or her lawful duty. Company employees are expected to comply with    these laws.

11. VENDORS, CONTRACTORS, CONSULTANTS AND TEMPORARY WORKERS.

Vendors, contractors, consultants or temporary workers who are acting on    the Company's behalf, or on Company property, are expected to follow the    law, Company policies and honor Company Values. Violations will subject the    person or firm to sanctions up to and including loss of the contract,    contracting or consulting agreement, or discharge from temporary assignment.

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12. CONCLUSION.

This Code of Ethics is not intended to cover every possible situation in    which you may find yourself. It is meant to give you the boundaries within    which the Company expects you to conduct yourself while representing Deltron,    Inc. You may find yourself in a situation where there is no clear guidance    given by this Code of Ethics. If that occurs, return to the foundations    stated earlier: common sense, good judgment, high ethical standards and    integrity. And refer to the Company's Values. In addition, there are many    resources upon which you may rely: your management chain, Human Resources,    Legal or other Deltron, Inc. departments, and the CEO. Together we can    continue to make Deltron, Inc. a company that sets a standard for managing    land development and real estate companies.

 

** ______________________________________ Employee**

 

 

 

 

 

 

 

 

 

 

 

 

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DELTRON, INC.VALUES

 

FOCUS   We exist only because we are involved in developingrental properties. 

RESPECT   We value all people, treating them with dignityat all times.

EXCELLENCE   We strive for "Best in Class" in everything wedo.

ACCOUNTABILITY   We do what we say we will do and expectthe same from others.

TEAMWORK   We believe that cooperative action producessuperior results.

INTEGRITY   We are honest with ourselves, each other, ourcustomers, our partners and our shareholders

VERY OPEN COMMUNICATION   We share information, ask forfeedback, acknowledge good work, and encourage diverse ideas.

ENJOYING OUR WORK   We work hard, are rewarded for it, andmaintain a good sense of perspective, humor and enthusiasm.

 

 

 

 

 

 

 

 

 

 

 

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Reportable Violations - Anonymous Reporting Program

 

|   | Accounting Error                 |
|--------|----------------------------------|
|   | Accounting Omissions             |
|   | Accounting Misrepresentations    |
|   | Auditing Matters                 |
|   | Compliance/Regulation Violations |
|   | Corporate Scandal                |
|   | Domestic Violence                |
|   | Discrimination                   |
|   | Embezzlement                     |
|   | Environmental Damage             |
|   | Ethics Violation                 |
|   | Fraud                            |
|   | Harassment                       |
|   | Industrial Accidents             |
|   | Misconduct                       |
|   | Mistreatment                     |
|   | Poor Customer Service            |
|   | Poor Housekeeping                |
|   | Sabotage                         |
|   | Securities Violation             |
|   | Sexual Harassment                |
|   | Substance Abuse                  |
|   | Theft                            |
|   | Threat of Violence               |
|   | Unfair Labor Practice            |
|   | Unsafe Working Conditions        |
|   | Vandalism                        |
|   | Waste                            |
|   | Waste of Time and Resources      |
|   | Workplace Violence               |

 

 

 

 

 

 

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