Exhibit
14




eTelcharge.com




Code
of Ethics for the CEO and Senior Officers




This Code
of Ethics is applicable to the Chief Executive Officer (“CEO”), the Chief
Financial Officer (“CFO”) and other senior officers of eTelcharge.com and any
subsidiaries and affiliates (together, “eTelcharge” or the “Company”) identified
below.




In
adopting this Code of Ethics, the Company has recognized the vital importance to
the Company of conducting its business subject to the highest ethical standards
and in full compliance with all applicable laws and, even where not required by
law, with the utmost integrity and honesty.




Persons
Covered by this Code of Ethics




This Code
of Ethics is applicable to each officer of the Company having any or all of the
following responsibilities and/or authority, regardless of formal title: the
president, the chief executive officer, the chief financial officer, the chief
accounting officer, the controller, the treasurer, the chief tax officer, the
chief legal officer, the chief of internal audit, any assistant general counsel
responsible for finance matters, any assistant controller and any regional or
business unit financial officer (each, a “Covered Officer”).  All
references herein to dealings with, or actions of or transactions with, the
Company refer also to dealings with, or actions of or transactions with, any
Company subsidiary or affiliate and any other entity in which the Company has a
substantial investment.




General
Principles




In all of
their dealings on behalf of, or with, the Company, each Covered Officer
must:




·
            Engage
      in and promote honest and ethical conduct, including by avoiding actual or
      potential conflicts of interest between personal and business or
      professional relationships;




·
            Act
      in good faith, responsibly, with due care, competence and diligence,
      without misrepresenting material facts or allowing his or her independent
      judgment to be subordinated to the judgment of
  others;




·
            Produce
      full, fair, accurate, timely, and understandable disclosure in reports and
      documents that the Company files with, or submits to, the SEC, and in
      other public communications;




·
            Comply
      with all applicable governmental laws, rules and regulations (including,
      but not limited to, those relating to disclosure of the business
      activities and/or performance of the
Company);




·
            Promptly
      report violations of this Code of Ethics by designated senior management,
      to the appropriate persons;




·
            Protect
      the confidentiality of non-public information about the Company and its
      customers or suppliers or other business partners/co-venturers, and
      prevent the unauthorized disclosure of such information unless required by
      law;




·
            Ensure
      the responsible use of, and control over, all Company assets and resources
      entrusted to his or her care; and




·
            Assume
      accountability for compliance with, and the interpretation and enforcement
      of, this Code of Ethics.











Implementing
Policies and Procedures




In
furtherance of the general principles stated above, each Covered Officer must
adhere to the following set of implementing policies and
procedures:




1.
            Avoidance
      and Handling of Conflict of Interest
Situations




Each
Covered Officer is expected to avoid whenever practicable situations where his
or her personal interest may conflict with, or be reasonably perceived to
conflict with, the best interests of the Company and, where it is not possible
to avoid an actual or apparent conflict of interest, to act in a manner expected
to protect and advance the Company’s sole best interest.  Accordingly,
a Covered Officer or an “immediate family member” of a Covered Officer (as
defined below):




·
            is
      not permitted to compete, either directly or indirectly, with or against
      the Company;




·
            is
      not permitted to receive compensation in connection with services
      performed relating to any transaction entered into by the Company, other
      than compensation received in the ordinary course of the Covered Officer’s
      employment by the Company;




·
            should
      avoid making any personal investment, acquiring any personal financial
      interest or entering into any association that interferes, might
      interfere, or might reasonably be thought to interfere, with his or her
      independent exercise of judgment on behalf of the Company and in its best
      interests; and




·
            take
      or otherwise appropriate for his or her personal benefit, or for the
      benefit of any other person or enterprise, any opportunity or potential
      opportunity that arises or may arise in any line of business in which the
      Company or any Company subsidiary or affiliate engages or is considering
      engaging without first notifying and obtaining the written approval of the
      Chief Executive Officer.




To
protect and advance the interests of the Company in any situation where the
interests of the Company and the interests of a Covered Officer may conflict or
be perceived to conflict, it will generally be necessary for the Covered Officer
to cease to be involved in dealing with the situation on behalf of the Company
and for another director, officer or employee of the Company to act on the
matter on behalf of the Company, for example, in the negotiation of a
transaction on behalf of the Company.





There is
no “bright-line” test for, or comprehensive definition of what constitutes, a
conflict of interest, although the minimum standard is compliance with all
applicable laws and this Code of Ethics.  Accordingly, while not every
situation that may give rise to a conflict of interest can be enumerated in this
Code of Ethics, a Covered Officer must treat as a conflict of interest any
situation in which that person, or any person with whom he or she has a personal
relationship, including, but not limited to, a family member, in-law, business
associate, or a person living in such Covered Officer’s personal
residence:





·
            solicits
      or accepts, directly or indirectly, from customers, suppliers or others
      dealing with the Company any kind of gift or other personal, unearned
      benefit as a result of his or her position with the Company including
      payment or reimbursement of travel and meal expenses (other than
      non-monetary items of nominal intrinsic
value);




·
            has
      any financial interest in any competitor, customer, supplier or other
      party dealing with the Company (other than ownership of publicly traded
      securities of such a company having in the aggregate a value of no more
      than $10,000;




·
            has
      a consulting, managerial or employment relationship in any capacity with a
      competitor, customer, supplier or other party dealing with the Company,
      including the provision of voluntary services;
  or




·
            acquires,
      directly or indirectly, real property, leaseholds, patents or other
      property or rights in which the Company has, or the Covered Officer knows
      or has reason to believe at the time of acquisition that the Company is
      likely to have, an interest.




An
“immediate family member” includes the spouse, parents, stepparents, children,
stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law,
brothers- and sisters-in-law, and any person (other than a tenant or employee)
sharing the household of a Covered Officer.




2.
            Full,
      Fair and Timely Disclosure; Adequacy of Disclosure Controls and Procedures
      and Internal Control Over Financial
Reporting




The
Covered Officers are responsible under the federal securities laws and this Code
of Ethics for assuring accurate, full, fair, timely and understandable
disclosure in all of the Company’s public communications, including, but not
limited to, any report or other document filed with or submitted to the SEC or
other governmental agency or entity, or in a press release, investor conference
or any other medium in which a Covered Officer purports to communicate on behalf
of the Company.  Accordingly, it is the responsibility of each of the
Covered Officers promptly to bring to the attention of the Chief Executive
Officer of the Company or the Board of Directors of the Company (the “Board”)
any credible information of which he or she becomes aware that would place in
doubt the accuracy and completeness in any material respect of any disclosures
of which he or she is aware that have been made, or are to be made, directly or
indirectly by the Company in any public SEC filing or submission or any other
formal or informal public communication, whether oral or written (including, but
not limited to, a press release).




In
addition, each Covered Officer is responsible for promptly bringing to the
attention of the Chief Executive Officer of the Company and the Board any
credible information of which he or she becomes aware that indicates any
deficiency in the Company’s internal control over financial reporting within the
meaning of Section 404 of the Sarbanes-Oxley Act and the SEC’s implementing
rules, and/or the Company’s disclosure controls and procedures for preparing SEC
reports or other public communication as mandated by Section 302 of the
Sarbanes-Oxley Act and the SEC’s implementing rules, even if a materially
inaccurate or incomplete disclosure by or on behalf of the Company has not
resulted or is not expected imminently to result from such
deficiency.




Each
Covered Officer is reminded, moreover, that the Company is required by law to
keep books and records that accurately and fairly reflect its business
operations, its acquisition and disposition of assets and its incurrence of
liabilities, as part of a system of internal accounting controls that will
ensure the reliability and adequacy of these books and records and that will
ensure that access to Company assets is granted only as permitted by Company
policies.









3.
            Compliance
      with the Code of Ethics; Violations of
Law




Each
Covered Officer will promptly bring to the attention of the Board (or such other
person as may be designated by the Board from time to time) any credible
information he or she may receive or become aware of indicating:




·
            that
      any violation by a Covered Officer of this Code of Ethics either has
      occurred, may be occurring, or is
imminent;




·
            that
      any violation of the U.S. federal securities laws or any rule or
      regulation thereunder by a Covered Officer has occurred, may be occurring,
      or is imminent; or




·
            that
      any violation by a Covered Officer of any other law, rule or regulation
      applicable to the Company has occurred, is occurring or is
      imminent.




4.
            Independent
      Auditors




Covered
Officers are prohibited from directly or indirectly taking any action to
fraudulently influence, coerce, manipulate or mislead the Company’s independent
public auditors for the purpose of rendering the financial statements of the
Company misleading.




5.
            Amendments
      to and Waivers of the Code of
Ethics




Where an
amendment to or waiver of this Code of Ethics may be necessary or appropriate
with respect to a Covered Officer, such person shall submit a request for
approval to the Board.  Only the Board, or a duly authorized committee
of the Board, may grant waivers from compliance with this Code of Ethics or make
amendments to this Code of Ethics.  All waivers, including implicit
waivers and amendments, will be publicly disclosed as required by applicable SEC
regulations, and no waiver, implicit waiver or amendment of this Code of Ethics
will become effective until such public disclosure is made.  For this
purpose, a “waiver” means the approval by the Board of a material departure from
a provision of this Code of Ethics and an “implicit waiver” means the failure of
the Board to take action within a reasonable period of time regarding a material
departure from a provision of this Code of Ethics after any executive officer of
the Company has become aware of such material departure.




If the
Board, or a duly authorized committee of the Board, decides to grant a waiver
from this Code of Ethics, it will ensure that, if the circumstances warrant, the
waiver is accompanied by appropriate controls designed to protect the Company
from the risks of the transaction with respect to which the waiver is
granted.









6.
            Sanctions
      for Violations




In the
event of a violation of this Code of Ethics by a Covered Officer, the Board will
determine the appropriate actions to be taken after considering all relevant
facts and circumstances. Such actions will be reasonably designed
to:




·
            deter
      future violations of this Code of Ethics or other wrongdoing;
      and




·
            promote
      accountability for adherence to the policies of this Code of Ethics and
      other applicable policies.




In
determining the appropriate sanction in a particular case, the Board may
consider the following matters:




·
            the
      nature and severity of the
violation;




·
            whether
      the violation was a single occurrence or repeated
    occurrences;




·
            whether
      the violation appears to have been intentional or
    inadvertent;




·
            whether
      the individual(s) involved had been advised prior to the violation as to
      the proper course of action; and




·
            whether
      or not the individual in question had committed other violations in the
      past.




Covered
Officers are reminded that violations of this Code of Ethics may also constitute
violations of law that may result in civil or criminal penalties for the Covered
Officers and/or the Company.