**PACIFIC
      GOLD ENTERTAINMENT INC** **.**





**Code
      of Ethics**





**Overview**




PGE
      Inc.
      has adopted a code of ethics (the “ **Code** ”)
      that
      is applicable to every officer, 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 PGE Inc.’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.






PGE
      Inc.
      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 PGE Inc.’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 PGE Inc. expects each Employee to conduct himself or herself while
      representing PGE Inc. 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 PGE Inc.‘s values. In addition, there are many
      resources upon which an Employee may rely, including the President and other
      PGE
      Inc. officers and management. Together all Employees can continue to make PGE
      Inc. a company that sets a standard for fashion service companies.




**Objective**




One
      of
      PGE Inc.’s objectives is to conduct all business operations in the utmost
      ethical manner utilizing common sense, good judgment, high ethical standards
      and
      integrity. PGE Inc. 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, PGE Inc. considers it essential that all
      Employees understand and comply with the Code and therefore share and
      participate in PGE Inc.’s way of conducting business.




**Standard
      of Conduct**




PGE
      Inc.
      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. PGE Inc. 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 PGE Inc.




**Ex
          11 - 1**




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 PGE Inc.
      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 PGE Inc.




**Obeying
      the Law**




All
      Employees of PGE Inc. are required to comply with (1) the letter and the spirit
      of laws and regulations of the countries in which PGE Inc. 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.




Mark
      Tuit, PGE Inc.’s chief executive officer, has been appointed as Compliance
      Officer of PGE Inc., responsible for overseeing compliance with, and enforcement
      of, the Code. Ron Loudoun, PGE Inc.’s chief financial officer, has been
      appointed as Assistant Compliance Officer of PGE Inc., 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 or the
      Assistant 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
      PGE Inc. 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 Assistant Compliance Officer. 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.




**Ex
          11 - 2**




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 PGE Inc. to severe penalties, including fines and possible
      imprisonment. Compliance with the law and high ethical standards in the conduct
      of PGE Inc.’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. Employees who become aware of such Inside
      Information about PGE Inc. must refrain from trading in the shares of PGE Inc.
      until the Inside 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 PGE Inc. or outside, such as
      spouses, relatives or friends.




PGE
      Inc.
      makes regular formal disclosures of its financial performance and results of
      operations to the investment community. PGE Inc. also regularly issues press
      releases. Other than those public statements, which go through official
      channels, Employees are prohibited from communicating outside PGE Inc. about
      PGE
      Inc.’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**




PGE
      Inc.
      is required to maintain a variety of records for purposes of reporting to the
      government. PGE Inc. 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**




PGE
      Inc.’s accounting records and supporting documents must accurately describe and
      reflect the nature and result of PGE Inc.’s business operations. All activities
      and results of PGE Inc.’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 PGE
      Inc. ’s
      books.
      Procedures for doing so must comply with PGE
      Inc. ’s
      financial policy and follow PGE
      Inc. ’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 or property or false entry to records by any Employee or by others
      must be reported to PGE
      Inc.’s Board of Directors .




**Ex
          11 - 3**




**Record
      Keeping and Retention**




To
      help
      maintain the integrity of PGE Inc.’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 PGE Inc.’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 PGE Inc., each Employee
      is
      expected to be truthful and forthright. This includes making accurate
      statements, not misrepresentations or 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 PGE Inc.’s trade secrets, proprietary, or confidential
      information, or any other confidential information gained in the performance
      of
      PGE Inc. 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 PGE Inc. or any of its industries, or to respond to comments
      about PGE Inc. 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**




PGE
      Inc.
      is committed to protecting the health and safety of its Employees. PGE Inc.
      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. PGE
      Inc.
      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. PGE Inc. will then engage
      in an interactive process to determine what reasonable accommodations may
      exist.




**Ex
          11 - 4**




**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 PGE Inc.’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 PGE Inc.’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 PGE Inc. 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, unusual
      entertainment or preferential treatment to any customer or supplier of PGE
      Inc.,
      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 PGE Inc. 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 PGE Inc.’s business.




No
      Employee will use PGE Inc.’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 PGE Inc..




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




PGE
      Inc.
      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
      PGE
      Inc. or its clients. All Employees are required to seek the consent of PGE
      Inc.
      management if they intend to become partners or shareholders in companies
      outside PGE Inc.’s corporate structure.




**Fair
      Competition**




PGE
      Inc.’s policy is to comply fully with competition and antitrust laws throughout
      the world. PGE Inc. 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. It is advised that each Employee consult with the Compliance
      Officer before attending a meeting with a party who may be viewed as a
      competitor.




**Ex
          11 - 5**




**International
      Trade**




PGE
      Inc.
      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.




U.S.
      law
      and the Code 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. 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 PGE Inc. is a U.S. company, this law
      applies to PGE Inc. and all of its subsidiaries. Any questions on this policy
      should be directed to the Compliance Officer.




**Government
      Relations**




PGE
      Inc.
      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 PGE Inc.’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 PGE Inc. Political contributions or expenditures
      are not to be made out of PGE Inc.’s funds in any foreign country, even if
      permitted by local law, without the consent of the President of PGE
      Inc.




**Vendors,
      Contractors, Consultants and Temporary Workers**




Vendors,
      contractors, consultants or temporary workers who are acting on PGE Inc.’s
      behalf, or are on PGE Inc.’s property, are expected to follow the law, the Code,
      and honor PGE Inc.’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 PGE Inc.’s Board of Directors to ensure that the standards
      embodied in the Code are communicated to, understood and observed by all
      Employees. PGE Inc.’s Board of Directors will not criticize management for any
      loss of business resulting from adherence to the Code. Equally, PGE Inc.’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 PGE Inc.’s high ethical
      standards. PGE Inc. expects and requires each and every Employee, as a
      representative of PGE Inc., to fulfill PGE Inc.’s ethical commitment in a way
      that is visible to the outside world with which PGE Inc. 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.




**Ex
          11 - 6**




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




All
      Employees have a legal, moral, and ethical duty to report to PGE Inc.’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 PGE Inc.’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”.





**Ex
          11 - 7**


**Schedule
      “A”**




**VALUES**






***FOCUS:*** We
      exist
      only because we are in the film production 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.




**Ex
          11 - 8**


**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




**Ex
          11 - 9**


**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 Pacific Gold Entertainment Inc. and will comply
      with these principles in my daily work activities. I am not aware of any
      violation of the standards of PGE Inc.’s Code of Ethics.








Date:
      ________________________________________________________________________________________








Name
      (print):
      __________________________________________________________________________________








Position:
      _____________________________________________________________________________________








Address:
      _____________________________________________________________________________________







*Signature:
      ____________________________________________________________________________________*








**Ex
          11 - 10**