**CODE
      OF ETHICS**




The
      Chief
      Executive Officer (“CEO”) and all senior financial officers, including the chief
      financial officer and principal accounting officer of Solution Technology
      International, Inc. (the “Company”), and of any subsidiary that becomes subject
      to the periodic reporting requirements under Section 13(a) or Section 15(d)
      of
      the Securities Exchange Act of 1934, as amended, are bound by the provisions
      set
      forth in this Code of Ethics relating to ethical conduct, conflicts of interest,
      compliance with law and standards designed to deter wrongdoing. The CEO and
      senior financial officers are subject to the following specific
      policies:




1.
      The
      CEO and all senior financial officers are responsible for full, fair, accurate,
      timely and understandable disclosure in the periodic reports required to be
      filed by the Company with the SEC. Accordingly, it is the responsibility of
      the
      CEO and each senior financial officer promptly to bring to the attention of
      the
      Company’s Audit Committee any material information of which he or she may become
      aware that affects the disclosures made by the Company in its public filings
      or
      otherwise assist the Audit Committee in fulfilling its responsibilities as
      specified in the Company’s financial reporting policies and applicable
      law.




2.
      The
      CEO and each senior financial officer shall promptly bring to the attention
      of
      the Audit Committee any information he or she may have which he or she
      reasonably believes reflects or indicates (a) significant deficiencies in the
      design or operation of internal controls which could adversely affect the
      Company’s ability to record, process, summarize and report financial data or (b)
      any fraud, whether or not material, that involves management or other employees
      who have a significant role in the Company’s financial reporting, audits or
      internal controls or (c) any attempt to improperly influence, coerce or mislead
      the Company’s independent auditors in violation of Section 303(a) of the
      Sarbanes-Oxley Act of 2002 and the rules of the SEC passed
      thereunder.




3.
      The
      CEO and each senior financial officer shall promptly bring to the attention
      of
      the General Counsel or the CEO and to the Audit Committee any information he
      or
      she may have which he or she reasonably believes reflects or indicates a
      violation of this Code of Ethics or any actual or apparent conflicts of interest
      between personal and professional relationships, involving any management or
      other employees who have a significant role in the Company’s financial
      reporting, audits or internal controls.




4.
      The
      CEO and each senior financial officer shall promptly bring to the attention
      of
      the General Counsel or the CEO and to the Audit Committee any information he
      or
      she may have which he or she reasonably believes indicates a material violation
      of the securities or other laws, rules or regulations applicable to the Company
      and the operation of its business, by the Company or any agent
      thereof.









5.
      The
      Board of Directors shall determine, or designate appropriate persons to
      determine, appropriate actions to be taken in the event of violations of the
      Code of Ethics or of these additional procedures by the CEO and the Company’s
      senior financial officers. Such actions shall be reasonably designed to deter
      wrongdoing and to promote accountability for adherence to this Code of Ethics
      and to these additional procedures, and shall include written notices to the
      individual involved that the Board has determined that there has been a
      violation and the action to be taken, which action may include censure by the
      Board, demotion or re-assignment of the individual involved, suspension with
      or
      without pay or benefits (as determined by the Board) or termination of the
      individual’s employment. In determining what action is appropriate in a
      particular case, the Board of Directors or such designee shall take into account
      all relevant information, including without limitation 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 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.




6.
      Any
      waiver of this Code of Ethics may be made only by the Board of Directors of
      the
      Company and shall be disclosed to the persons in the manner provided by
      applicable law and by any regulatory agency having authority over the
      Company.