Exhibit
14.2





INSIGHTFULMIND
LEARNING, INC.





CODE
OF ETHICS


(amended
May 14, 2009)








Overview





InsightfulMind
has adopted a code of ethical conduct (the “Code”) that is applicable to every
director, employee and consultant of the company and its affiliates
(collectively the “Employee” or “Employees”). The Code reaffirms the high
standards of business conduct required of all Employees. The Code is part of
InsightfulMind’s continuing efforts to (1) ensure that it complies with all
applicable laws, (2) have an effective program in place to prevent and detect
violations of law, and (3) educate and train its Employees to be aware and
understand ethical business practices. In most circumstances, the Code sets
standards that are higher than the law requires.





InsightfulMind
has also adopted eight corporate values: Focus, Respect, Excellence,
Accountability, Teamwork, Integrity, Open Communications and Positive Attitude.
See Schedule “A” for a statement on each value. The values have been adopted to
provide a framework for all Employees in conducting themselves in their jobs.
These values are not intended to substitute for the Code, but will serve as
guidelines in helping the Employees to conduct InsightfulMind’s business in
accordance with the Code.





The Code
is not intended to cover every possible situation in which an Employee may find
himself or herself. It is meant to give each Employee the boundaries within
which InsightfulMind expects each Employee to conduct himself or herself while
representing InsightfulMind. An Employee may find himself or herself in a
situation where there is no clear guidance given by the Code. If that occurs,
return to the objective stated below: common sense, good judgment, high ethical
standards and integrity, and refer to InsightfulMind’s values. In addition,
there are many resources upon which an Employee may rely, including the
President and other InsightfulMind officers and management.








Objective





One of
InsightfulMind’s objectives is to conduct all business operations in the utmost
ethical manner utilizing common sense, good judgment, high ethical standards and
integrity. InsightfulMind cares about its Employees, shareholders, clients,
suppliers, and the communities in which it conducts its business operations. In
the course of meeting its business objectives, InsightfulMind considers it
essential that all Employees understand and comply with the Code and therefore
share and participate in InsightfulMind’s way of conducting
business.











Standard
of Conduct





InsightfulMind
insists that all aspects of its business operations are conducted with honesty,
integrity and fairness, and with respect for the interests of those affected by
its business and activities. InsightfulMind also expects the same in its
relationships with all those with whom it does business.





Each
Employee must maintain and foster integrity and honesty in all dealings with
clients and all business transactions. Each Employee must commit to act
according to the highest ethical standards and is expected to apply ethical
business practices in administrative and financial aspects of the business
operations of InsightfulMind.





No code
of conduct can hope to lay down appropriate behavior for every situation, nor
should it seek to do so. Each Employee is required to make a careful and
considered judgment of what is right and proper in any particular
situation.





It is the
obligation of every Employee in conducting the business operations of
InsightfulMind to be responsible, honest, trustworthy, conscientious, and
dedicated to the highest standards of ethical business practices. Accordingly,
all Employees are required to avoid not only impropriety, but also the
appearance of impropriety in conducting the business operations of
InsightfulMind.








Obeying
the Law





All
Employees of InsightfulMind are required to comply with (1) the letter and the
spirit of laws and regulations of the countries in which InsightfulMind conducts
business operations, (2) the accepted business practices in commercial markets,
and (3) any contractual terms and conditions applicable to any business
transaction.





It is
expected that each Employee will use common sense, good judgment, high ethical
standards and integrity in all the Employee’s business dealings.





Each
Employee must commit to know and abide by all applicable laws and regulations.
Employees are expected to be familiar with the Code as it applies to their
duties. Each Employee is required to follow and to comply with the Code. A
refusal by any Employee to agree to be bound by the Code will be grounds for
discipline up to and including dismissal.





A breach
of any law, regulation or ethical standard by any Employee will not be justified
by the pursuit of profit or the departure from acceptable practice by
competitors.








Enforcement
of Code





The Code
will be enforced at all levels fairly and without prejudice. Any breach of any
standard of the Code may result in disciplinary action, up to and including
termination.


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Mr. Raven
Kopelman, InsightfulMind’s Chief Programmer (and a Director), has been appointed
as Compliance Officer of InsightfulMind, responsible for overseeing compliance
with, and enforcement of, the Code. If an Employee encounters a situation that
the Employee is not able to resolve by reference to the Code, the Employee
should ask for help from the Compliance Officer if they need assistance in
understanding or interpreting any part of the Code.





Any
Employee who, in good faith, has reason to believe any operation or activity of
InsightfulMind is in violation of the law or of the Code must call the matter to
the attention of the Compliance Officer. See Schedule “B” for a non-exhaustive
list of reportable violations.





If the
Employee has reason to believe that it would be inappropriate to report the
operation or activity to the Compliance Officer, the Employee should report it
to the Chair of the Audit Committee, Mr. Ken Bogas, who is also a Director of
InsightfulMind. All reports will be reviewed and investigated as necessary under
the circumstances. 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 the law or the Code will be protected against
retaliation.





Violations
of the law or the Code will subject Employees to disciplinary action, up to and
including termination of employment. In addition, Employees involved may subject
themselves and InsightfulMind to severe penalties, including fines and possible
imprisonment. Compliance with the law and high ethical standards in the conduct
of InsightfulMind’s business should be a top priority for each
Employee.








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. Assuming InsightfulMind
lists its shares for trading on a public stock exchange, employees who become
aware of such Insider Information about InsightfulMind must refrain from trading
in the shares of InsightfulMind until the Insider Information is publicly
announced.





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





Assuming
InsightfulMind lists its shares for trading on a public stock exchange,
InsightfulMind will make regular formal disclosures of its financial performance
and results of operations to the investment community. InsightfulMind will also
regularly issue press releases. Other than those


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public
statements, which go through official channels, Employees are prohibited from
communicating outside InsightfulMind about InsightfulMind’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.








Financial
Reporting





InsightfulMind
is required to maintain a variety of records for purposes of reporting to the
government. InsightfulMind 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 the Compliance Officer.








Accuracy
of Records





InsightfulMind’s
accounting records and supporting documents must accurately describe and reflect
the nature and result of InsightfulMind’s business operations. All activities
and results of InsightfulMind’s business operations must be presented in a fair
and balanced manner.





All
business transactions must be properly authorized as well as completely and
accurately recorded on InsightfulMind’s books. Procedures for doing so must
comply with InsightfulMind’s financial policy and follow InsightfulMind’s policy
for authorization and documentation, as well as follow generally accepted
accounting practices. Budget proposals and other financial evaluations and
forecasts must fairly represent all information relevant to the business
transaction. In addition, no unrecorded cash funds or other asset accounts will
be established or maintained for any purpose. Misapplication or improper use of
corporate property or false entry to records by any Employee or by others must
be reported to InsightfulMind’s board of directors.








Record
Keeping and Retention





To help
maintain the integrity of InsightfulMind’s record-keeping and reporting systems,
each Employee must know his or her area’s records retention procedures,
including how data is stored and retrieved. It is that person’s responsibility
to know how to document and transact any entries or records that he or she is
responsible for. All Employees are expected to comply fully and accurately with
all audits, including responding in a timely fashion to requests for records or
other material from or on behalf of InsightfulMind’s auditors or
management.








Communicating
Accurate and Timely Information





In all
interactions and communications, whether with shareholders, the public, clients,
government agencies, or others inside or outside of InsightfulMind, each
Employee is expected to be truthful and forthright. This includes making
accurate statements, not misrepresentations or


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statements
intended to mislead or misinform; and responding promptly, accurately, and with
full disclosure to requests from governmental agencies for information or
documents.








Confidentiality





Employees
must respect the confidentiality of information received in the course of
business dealings and must never use such information for personal gain.
Information given by Employees in the course of business dealings must be true
and fair and never designed to mislead.





Confidential
information can only be revealed upon written authorization of
management.





Employees
must not use or disclose InsightfulMind’s trade secrets, proprietary, or
confidential information, or any other confidential information gained in the
performance of InsightfulMind’s duties as a means of making private profit, gain
or benefit.





Employees
must not use Internet bulletin boards or chat rooms to discuss matters or
opinions related to InsightfulMind or any of its industries, or to respond to
comments about InsightfulMind. In today’s electronic age, posting information on
Internet bulletin boards or even communicating in chat rooms is the same as
“speaking to the media”.








Health
and Safety





InsightfulMind
is committed to protecting the health and safety of its Employees.
InsightfulMind expects employees to obey all laws and regulations designed to
protect the health and safety of all 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.
InsightfulMind will make, to the extent possible, reasonable accommodations for
the known physical or mental limitations of its Employees. Employees who require
an accommodation should contact the Compliance Officer. InsightfulMind will then
engage in an interactive process to determine what reasonable accommodations may
exist.








Declaration
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
InsightfulMind’s best interests (“Conflicts of Interest”). Conflicts of Interest
can arise in many situations and occur most often in cases where the Employee or
the Employee’s family obtains some personal benefit at the expense of
InsightfulMind’s best interests.





No
Employee, or any member of Employee’s immediate family, is allowed to accept
money, gifts of other than nominal value, unusual entertainment, loans, or any
other preferential treatment from any customer or supplier of InsightfulMind
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 is allowed to give money, gifts of other than nominal
value,


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unusual
entertainment or preferential treatment to any customer or supplier of
InsightfulMind, 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 InsightfulMind. No Employee is allowed to 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 InsightfulMind’s business.





No
Employee will use InsightfulMind’s property, services, equipment or business for
personal gain or benefit.





Each
Employee is required to reveal any personal interest that may impinge or might
reasonably be deemed by others to impinge on the Employee’s business dealings
with any industry partners of InsightfulMind.





Employees
may not: (1) act on behalf of, or own a substantial interest in, any company or
firm that does business, or competes, with InsightfulMind; (2) conduct business
on behalf of InsightfulMind 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 InsightfulMind’s board of directors.





Employees
should not create the appearance that they are personally benefiting in any
outside endeavor as a result of their employment by InsightfulMind, or that
InsightfulMind is benefiting 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 the Compliance Officer.





InsightfulMind
expects its Employees to avoid (1) personal activities and financial interests
that could conflict with their responsibilities and obligations and (2) giving
assistance to competitors, which could be in conflict with the interests of
InsightfulMind or its clients.








Fair
Competition





InsightfulMind’s
policy is to comply fully with competition and antitrust laws throughout the
world. InsightfulMind is committed to vigorous yet fair competition and supports
the development of appropriate competition laws. Each Employee must avoid any
business arrangement that might prevent the effective operation of fair
competition.








International
Trade





InsightfulMind
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 Canada, the U.S. or elsewhere, and whether or not the
disclosure is in writing.





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Canadian
law, U.S. law, and the Code prohibit giving, offering, or promising anything of
value to any public official in Canada, 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. These laws and the Code preclude payments
to non-Canadian or non-U.S. government officials for the purpose of obtaining or
retaining business, even if the payment is customary in that
country.








Government
Relations





InsightfulMind
is prohibited from making any contributions or expenditures in connection with
any Canadian or U.S. national election. This includes virtually any activity
that furnishes something of value to an election campaign for a federal office.
Use of InsightfulMind’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 President of InsightfulMind. Political
contributions or expenditures are not to be made out of InsightfulMind’s funds
in any foreign country, even if permitted by local law, without the consent of
the President of InsightfulMind.








Vendors,
Contractors, Consultants and Temporary Workers





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








Compliance
with the Code





It is the
responsibility of InsightfulMind’s board of directors to ensure that the
standards embodied in the Code are communicated to, understood and observed by
all Employees. InsightfulMind’s board of directors will not criticize management
for any loss of business resulting from adherence to the Code. Equally,
InsightfulMind’s board of directors undertakes that no Employee will suffer as a
consequence of bringing to their attention, or that of senior management, a
breach or suspected breach of the Code.


The
standards set out in the Code directly reflect InsightfulMind’s high ethical
standards. InsightfulMind expects and requires each and every Employee, as a
representative of InsightfulMind, to fulfill InsightfulMind’s ethical commitment
in a way that is visible to the outside world with which InsightfulMind conducts
its business operations.





Each
Employee is responsible for complying with the standards set out in the Code and
must ensure that their personal conduct is above reproach.





Each
Employee has an obligation to assure that the conduct of others around him or
her complies with the Code.


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All
Employees have a legal, moral, and ethical duty to report to InsightfulMind’s
board of directors and the appropriate authorities any known or suspected
violations of law, regulations or corporate policy, including the
Code.





Breaches
of law, regulations and the standards of conduct listed above may lead to
serious consequences for the Employee concerned.








Annual
Acknowledgement





Each
Employee will be required to sign a statement annually that he or she has read
and understands InsightfulMind’s Code of Ethics. This statement will also
require that the Employee state that he or she is in full compliance with the
Code. The form of statement is attached as Schedule “C”.











































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Schedule
“A”








VALUES








FOCUS:  We exist
only because we are in the e-learning business.





RESPECT:  We value
all people, treating them with dignity at all times.





EXCELLENCE:  We
strive for “Best in Class” in everything we do.





ACCOUNTABILITY:  We
do what we say we will do and expect the same from others.





TEAMWORK:  We
believe that cooperative action produces superior results.





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





OPEN
COMMUNICATION:  We share information, ask for feedback,
acknowledge good work, and encourage diverse ideas.





POSITIVE
ATTITUDE:  We work hard, are rewarded for it, and maintain a
positive attitude with a good sense of perspective, humor and
enthusiasm.





































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Schedule
“B”








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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Schedule
“C”








ACKNOWLEDGEMENT
AND CERTIFICATION STATEMENT








I
acknowledge and certify that I have read and understand the information set
forth in the Code of Ethics of InsightfulMind Learning, Inc. and will comply
with these principles in my daily work activities. I am not aware of any
violation of the standards of InsightfulMind’s Code of Ethical
Conduct.











Date:
_______________________________________________________











Name
(print): _________________________________________________











Position:
_____________________________________________________











Address:
_____________________________________________________











Signature:
____________________________________________________


































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