Exhibit 99.1

                               AAMPRO GROUP, INC.
      Code of Ethics for Principal Executive and Senior Financial Officers



                           I. Introduction and Purpose

      This Code of Ethics for Principal  Executive and Senior Financial Officers
("Code") helps maintain  AAMPRO Group,  Inc.  ("Company")  standards of business
conduct and ensures compliance with legal  requirements,  specifically,  but not
limited  to,  Section  406 of the  Sarbanes-Oxley  Act of  2002  and  SEC  rules
promulgated thereunder.

      In addition to securing compliance with legal requirements, the purpose of
the Code is to deter  wrongdoing and promote ethical  conduct,  and full,  fair,
accurate,  timely, and understandable disclosure of financial information in the
periodic  reports of the  Company.  The matters  covered in this Code are of the
utmost  importance to the Company,  our stockholders and our business  partners,
and are essential to our ability to conduct our business in accordance  with our
stated values.

      Financial  executives  hold an important  and  elevated  role in corporate
governance and are uniquely  capable and empowered to ensure that  stockholders'
interests are appropriately balanced, protected and preserved. Accordingly, this
Code provides  principles to which  financial  executives are expected to adhere
and  advocate.   This  Code  embodies  rules   regarding   individual  and  peer
responsibilities,  as well as  responsibilities  to the company,  the public and
others.

                                 II. Application

      This Code is applicable to the following persons (the "Officers"):

      1.    The Company's principal executive officers;

      2.    The Company's principal financial officers;

      3.    The Company's principal accounting officer or controller; and

      4.    Persons performing similar functions.

III. Code of Ethics:

      Each Officer  shall adhere to and advocate the  following  principles  and
responsibilities governing professional and ethical conduct:

      1. Act with honesty and integrity,  avoiding actual or apparent  conflicts
of interest in personal and professional relationships.

      2. Provide information that is full, fair, accurate, complete,  objective,
relevant,  timely, and  understandable to the Company's Board of Directors,  the
Securities and Exchange Commission, the Company's stockholders, and the public.

      3. Comply with applicable governmental laws, rules, and regulations.

      4.  Act  in  good  faith,  responsibly,  with  due  care,  competence  and
diligence,  without misrepresenting  material facts or allowing your independent
judgment to be subordinated.



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      5.  Take  all  reasonable  measures  to  protect  the  confidentiality  of
non-public  information  about the  Company  acquired in the course of your work
except  when  authorized  or  otherwise   legally  obligated  to  disclose  such
information and to not use such confidential information for personal advantage.

      6. Assure  responsible  use of and control  over all assets and  resources
employed or entrusted to you.

      7. Promptly report to the Chairman of the Board of Directors:

      a. any information you may have regarding any violation of this Code;

      b. any actual or apparent  conflict of interest  between  personal  and/or
professional  relationships  involving  management or any other  employee with a
role in financial reporting disclosures or internal controls;

      c. any  information  you might  have  concerning  evidence  of a  material
violation of the securities or other laws,  rules or  regulations  applicable to
the Company and its operations;

      d.  significant  deficiencies  in the  design  or  operation  of  internal
controls that could adversely affect the Company's  ability to record,  process,
summarize or report financial data; or

      e. any fraud,  whether or not material,  that involves management or other
employees who have a  significant  role in the  Company's  financial  reporting,
disclosures or internal controls.

IV. Reporting Procedure, Process and Accountability

      As discussed  above,  Officers shall promptly report any violation of this
Code to the Chairman of the Company's Board of Directors.

      Reports of  violations  under this Code  received  by the  Chairman of the
Board of Directors shall be investigated by the Board of Directors.

      In the  event of a finding  that a  violation  of this Code has  occurred,
appropriate  action  shall  be  taken  that  is  reasonably  designed  to  deter
wrongdoing  and to promote  accountability  for adherence to this Code,  and may
include written  notices to the individual  involved of the  determination  that
there has been a violation,  censure by the Board,  demotion or re-assignment of
the individual involved,  suspension with or without pay or benefits,  and up to
and including, if appropriate,  termination of the individual's  employment.  In
determining  what  action is  appropriate  in a  particular  case,  the Board of
Directors (or the  independent  directors of the Board as the case may be) shall
take into account all relevant information, including 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  individuals in question 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.

                             V. Anonymous Reporting

      Any  violation  of this  Code  and any  violation  by the  Company  or its
directors or officers of the securities  laws,  rules, or regulations,  or other
laws,  rules,  or  regulations  applicable to the Company may be reported to the
Chairman of the Board of Directors anonymously.

                               VI. No Retaliation

      It is against  the  Company's  policy to  retaliate  in any way against an
Officer for good faith reporting of violations of this Code.




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                            VII. Waiver and Amendment

      The Company is  committed  to  continuously  reviewing  and  updating  its
policies and procedures.  Therefore,  this Code is subject to modification.  Any
amendment or waiver of any provision of this Code must be approved in writing by
the Company's Board of Directors and promptly  disclosed  pursuant to applicable
laws and regulations.

VIII. Acknowledgment Of Receipt Of Code Of Ethics For Principal Executive And
Senior Financial Officers

      I have  received  and read the  Company's  Code of  Ethics  for  Principal
Executive and Senior Financial Officers (the "Code"). I understand the standards
and policies  contained in the Code and understand  that there may be additional
policies  or laws  applicable  to my job. I agree to comply with the Code in all
respects.

      If I have questions concerning the meaning or application of the Code, any
Company policies, or the legal and regulatory requirements applicable to my job,
I know that I can consult with the Chairman of the Board of  Directors,  knowing
that my  questions  or reports will remain  confidential  to the fullest  extent
possible.

      I  understand  that my  agreement  to  comply  with  this  Code  does  not
constitute a contract of employment.


                                 ---------------------------
                                 Officer Name


                                 ---------------------------
                                 Signature


                                 ---------------------------
                                 Date



      Please sign and return this form to the Company's Chairman of the Board of
Directors.