**Code
      of Ethics**


**Chief
      Executive and Senior Financial Officers**




Versadial,
      Inc. (“Versadial” or the “Company”) is committed to conducting its business in
      accordance with applicable laws, rules and regulations, to the highest standards
      of business ethics and with full and accurate financial disclosure. This Code
      of
      Ethics for the Chief Executive and Senior Financial Officers (“Code of Ethics”),
      is applicable to the Company’s Chief Executive Officer, Chief Financial Officer
      and Corporate Controller (together, “Senior Officers”) and sets forth specific
      policies as a guide in the performance of their duties.





Senior
      Officers of the Company must comply with applicable laws, rules and regulations.
      They also have a responsibility to conduct themselves in an honest and ethical
      manner. They have leadership responsibilities that include creating a culture
      of
      high ethical standards and commitment to compliance, and maintaining a work
      environment that deters wrongdoing, encourages employees to raise concerns,
      and
      promptly addresses employee compliance concerns.





All
      the
      Company employees are subject to the Versadial Inc. Corporate Code of Business
      Ethics, which sets forth the fundamental principles and key policies and
      procedures that govern them in the conduct of Versadial’s business. In addition,
      Senior Officers are bound by the requirements and standards set forth in this
      Code of Ethics.





**Compliance
      with Laws, Rules and Regulations**





Senior
      Officers are required to comply with all applicable laws, rules and regulations
      governing the conduct of our business and to report any suspected violations
      to
      our Board of Directors , and if the Board of Directors forms an Audit Committee
      (“Audit Committee”), to the Audit Committee.





**Conflicts
      of Interest**





A
      conflict of interest occurs when a Senior Officer’s private interests interfere
      in any way with the interests of the Company as a whole. Senior Officers should
      conduct the Company’s business in an honest and ethical manner, which includes
      the ethical handling of actual or apparent conflicts of interest between
      personal and professional relationships.





Before
      making any investment, accepting any position or benefits, participating in
      any
      transaction or business arrangement or otherwise acting in a manner that creates
      or appears to create a conflict of interest, Senior Officers must obtain prior
      approval from the Board of Directors or if an Audit Committee has been formed,
      the Audit Committee.





**Disclosures**





As
      a
      public company, Versadial is required to file various periodic and other reports
      with the Securities and Exchange Commission (“SEC”). It is the Company policy to
      make full, fair, accurate, timely and understandable disclosure in compliance
      with all applicable laws and regulations in all reports and documents that
      the
      Company files with, or submits to, the SEC and in all other public
      communications made by the Company. Senior Officers are required to promote
      compliance with this policy in their area of responsibility and amongst their
      colleagues and to abide by all Company standards, policies and procedures
      designed to promote compliance with this policy.











**Compliance
      with the Code**





If
      a
      Senior Officer knows of or suspects a violation of the Code of Ethics, the
      information must immediately be reported to the Board of Directors or if an
      Audit Committee has been formed, the Audit Committee.





Violations
      of this Code of Ethics may result in disciplinary action, up to and including
      discharge.





**Waivers
      of the Code**





Should
      Senior Officers wish to seek a waiver of the Code of Ethics they must make
      full
      disclosure of their particular circumstances to the Board of Directors or if
      an
      Audit Committee has been formed, Audit Committee. Only the Board of Directors
      or
      if an Audit Committee has been formed, the Audit Committee may grant waivers
      of
      or a change to a provision of the Code. Changes in and waivers of this Code
      of
      Ethics will be disclosed as required under applicable laws and
      regulations.