Exhibit
14





SKYSTAR
BIO-PHARMACEUTICAL COMPANY


CODE
OF ETHICS





1.
            PURPOSE.





The Board of Directors (the “Board”) of
Skystar Bio-pharmaceutical Company, a Nevada corporation (the “Company”) has
adopted the following Code of Ethics (the “Code”) to apply to all officers,
employees, and directors of the Company. The Code is intended to promote ethical
conduct and compliance with laws and regulations, to provide guidance with
respect to the handling of ethical issues, to implement mechanisms to report
unethical conduct, to foster a culture of honesty and accountability, to deter
wrongdoing, and to ensure fair and accurate financial reporting.





No code or policy can anticipate every
situation that may arise. Accordingly, this Code is intended to serve as a
source of guiding principles. You are encouraged to bring questions about
particular circumstances that may involve one or more of the provisions of this
Code to the attention of the Company’s Chief Executive Officer or Chairman of
the Board, who may consult with the Company’s outside legal counsel as
appropriate.  In this Code, the term “you” refers to officers,
employees and directors of the Company





2.
            INTRODUCTION.





The Company’s officers, employees, and
directors are expected to adhere to a high standard of ethical conduct. The
reputation and good standing of the Company depend on the conduct of the
Company’s business and how the public perceives such conduct. Unethical actions,
or the appearance of unethical actions, are unacceptable. In addition to each of
the directives set forth in this Code, the Company’s officers, employees, and
directors shall be guided by the following principles in carrying out their
duties and responsibilities on behalf of the Company:





·
            Loyalty, Honesty, and
      Integrity.  You must not be, or appear to be, subject to
      influences, interests, or relationships that conflict with the best
      interests of the Company.





·
            Observance of Ethical
      Standards.  When carrying out your duties and
      responsibilities for, and on behalf of, the Company, you must adhere to
      the high ethical standards described in this
  Code.





·
            Accountability.  You
      are responsible for your own adherence and the adherence of the other
      officers, employees, and directors to whom this Code applies. Familiarize
      yourself with each provision of this
Code.





3.
            INTEGRITY
      OF RECORDS AND FINANCIAL REPORTING.





The Chief
Financial Officer and Secretary (collectively, “Senior Financial Officers”) and
the Chief Executive Officer are responsible for the accurate and reliable
preparation and maintenance of the Company’s financial records. Accurate and
reliable preparation of financial records is of critical importance to proper
management decisions and the fulfillment of the Company’s financial, legal, and
reporting obligations. As a public company, the Company files annual and
periodic reports and makes other filings with the Securities and Exchange
Commission (the “SEC”). It is critical that these reports be timely and
accurate. The Company expects those officers who have a role in the preparation
and/or review of information included in the Company’s SEC filings to report
such information accurately and honestly. Reports and documents the Company
files with, or submits to, the SEC, as well as other public communications made
by the Company, must contain full, fair, accurate, timely, and understandable
disclosure.





The Chief Executive Officer and Senior
Financial Officers are responsible for establishing, and together with the
directors or the members of the Company’s Audit Committee, as the case may be,
overseeing adequate disclosure controls and procedures and internal controls and
procedures, including procedures which are designed to enable the Company to:
(a) accurately document and account for transactions on the books and records of
the Company and its subsidiaries; and (b) maintain reports, vouchers, bills,
invoices, payroll and service records, performance records, and other essential
data with care and honesty.










4.
            CONFLICTS
      OF INTEREST.





You must not participate in any
activity that could conflict with your duties and responsibilities to the
Company.  A “conflict of interest” arises when one’s personal
interests or activities appear to, or may, influence such person’s ability to
act in the best interests of the Company. Any material transaction or
relationship that reasonably could be expected to give rise to a conflict of
interest should be disclosed to the Company’s Chief Executive Officer. In
addition, because conflicts of interest are not always obvious, you are
encouraged to bring questions about particular situations to the attention of
the Company’s Chief Executive Officer.





This Code does not describe all
possible conflicts of interest that could develop. Some of the more common
conflicts from which you must refrain are set forth below:





·
            Family Members.
      You may encounter a conflict of interest when doing business with, or
      competing with, organizations in which you have an ownership interest or
      in which your family member has an ownership or employment interest.
      “Family members” include a spouse, parents, children, siblings, and
      in-laws. You must not conduct business on behalf of the Company with
      family members or an organization with which your family member is
      associated, unless such business relationship has been disclosed and
      authorized by a majority of the independent members of the
      Board.





·
            Improper Conduct and
      Activities. You may not engage in any conduct or activities that
      are inconsistent with the Company’s best interests or that disrupt or
      impair the Company’s relationship with any person or entity with which the
      Company has entered, or proposes to enter, into a business or contractual
      relationship.





·
            Compensation from
      Non-Company Sources. You may not accept compensation in any form
      for services performed for the Company from any source other than the
      Company.





·
            Gifts. You and
      members of your immediate family may not accept gifts from persons or
      entities if such gifts are made in order to influence you in your capacity
      as an officer, employee, or director of the Company, or if acceptance of
      such gifts could create the appearance of a conflict of
      interest.





·
            Personal Use of
      Company Assets. You may not use Company assets, labor, or
      information for personal use other than incidental personal use, unless
      approved by a majority of the independent members of the Board or as part
      of a compensation or expense reimbursement
  program.





5.
            CORPORATE
      OPPORTUNITIES.





You are prohibited from: (a) taking for
yourself personally opportunities related to the Company’s business; (b) using
the Company’s property, information, or position for personal gain; or (c)
competing with the Company for business opportunities; provided, however, if
the Company’s disinterested directors determine that the Company will not pursue
such opportunity, the individual may take the opportunity after disclosure of
all material facts by the individual seeking to pursue the
opportunity.





6.
            CONFIDENTIALITY.





You must maintain the confidentiality
of information entrusted to you by the Company and any other confidential
information about the Company, its business, customers, or suppliers, from
whatever source, except when disclosure is authorized or legally mandated. For
purposes of this Code, “confidential information” includes all non-public
information relating to the Company, its business, customers, or
suppliers.










7.
            COMPLIANCE
      WITH LAWS, RULES, AND REGULATIONS.





It is the Company’s policy to comply
with all applicable laws, rules, and regulations, and the Company expects its
officers, employees, and directors to carry out their responsibilities on behalf
of the Company in accordance with such laws, rules, and regulations and to
refrain from illegal conduct. Transactions in Company securities are governed by
the Company’s Insider Trading Policy, which is discussed in Section 10 of this
Code.





8.
            ENCOURAGING
      THE REPORTING OF ANY ILLEGAL OR UNETHICAL
  BEHAVIOR.





The
Company is committed to operating according to the highest standards of business
conduct and ethics and to maintaining a culture of ethical compliance. Officers,
employees, and directors should promote an environment in which the Company: (a)
encourages officers, employees, and directors to talk to supervisors, managers,
and other appropriate personnel when in doubt about the best course of action in
a particular situation; (b) encourages officers, employees, and directors to
report violations of laws, rules and regulations to appropriate personnel; and
(c) informs officers, employees, and directors that the Company will not allow
retaliation for reports made in good faith.





9.
            FAIR
      DEALING.





The officers, employees, and directors
should deal fairly with the Company’s customers, suppliers, competitors, and
other officers, employees, and directors. It is the policy of the Company to
prohibit any person from taking unfair advantage of another through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair dealing practice.





10.
            INSIDER
      TRADING POLICY.





10.1.
            GENERAL
      RESTRICTIONS AGAINST INSIDER
TRADING.





No officer, employee, or director, or
Family Member (as defined under Section 4) of any officer, employee, or
director, or any entity owned or controlled by any officer, employee, or
director, may:





·
            purchase
      or sell any securities of the Company while he/she is aware of any
      material nonpublic information concerning the
  Company;





·
            disclose
      to any other person any material nonpublic information concerning the
      Company if it is reasonably foreseeable that such person may use that
      information in purchasing or selling Company
  securities;





·
            purchase
      or sell any securities of another company while he/she is aware of any
      material nonpublic information concerning such other company which he/she
      learned in the course of his/her service as an officer, employee, or
      director of the Company; or





·
            disclose
      to any other person any material nonpublic information concerning another
      company which he/she learned in the course of his/her service as an
      officer, employee, or director of the Company if it is reasonably
      foreseeable that such person may use that information in purchasing or
      selling securities of such other
company.





Generally,
information is considered “material” if a reasonable investor would consider it
important in making his/her investment decision.  Such information
would include, for example, earnings results, acquisitions, divestitures, or
pending changes in management or control.










The
prohibition on purchase and sales of Company securities while aware of material
nonpublic information concerning the Company does not apply to a transaction
pursuant to a Trading Plan that complies with Section 10.2(b)
below.





10.2.
            BLACKOUT
      PERIODS.





(a) No officer, Senior Financial
Officer, or director, or Family Member (as defined under Section 4) of any
officer, Senior Financial Officer, or director, or any entity owned or
controlled by any officer, Senior Financial Officer, or director, may make any
purchase or sale of securities of the Company during the following time periods
(each a “Blackout Period”):





·
            beginning
      one month prior to the end of each fiscal quarter and ending upon the
      completion of the third full trading day after the public announcement of
      earnings for such quarter;





·
            beginning
      at the time of any public earnings-related announcement or public
      announcement of a significant corporate transaction or event and ending
      upon the completion of the third full trading day after such announcement;
      or





·
            during
      such other periods as may be established from time to time by the Board or
      the Chief Executive Officer in light of particular events or developments
      affecting the Company.





Additionally,
no officer, Senior Financial Officer, or director, or Family Member (as defined
under Section 4) of any officer, Senior Financial Officer, or director, or any
entity owned or controlled by any officer, Senior Financial Officer, or
director, may inform a person not covered by this Section 10.2 that a Blackout
Period is in effect.





(b) The
prohibition on purchase and sales of Company securities during a Blackout Period
does not apply to the following:





·
            purchases
      made under an employee stock purchase plan operated by the Company; provided, however, that
      the securities so acquired may not be sold during a Blackout
      Period;




·
            exercises
      of stock options or the surrender of shares to the Company in payment of
      the exercise price or in satisfaction of any tax withholding obligations,
      in each case in a manner permitted by the applicable stock option; provided, however, that
      the securities so acquired may not be sold (either outright or in
      connection with a “cashless” exercise transaction through a broker) during
      a Blackout Period;




·
            acquisitions
      or dispositions of Company common stock under the Company’s 401(k) plan
      that are made pursuant to standing instructions not entered into or
      modified during a Blackout Period;




·
            purchases
      of securities from the Company or sales of securities to the Company;
      and




·
            purchases
      or sales made pursuant to a binding contract, written plan or specific
      instruction (a “Trading Plan”) that is adopted and operated in compliance
      with Rule 10b5-1; provided such
      trading plan: (1) is in writing; (2) was submitted to the Company for
      review by the Company prior to its adoption; and (3) was not adopted
      during a Blackout Period; and provided further that if
      such Trading Plan provides for trades to occur only once per quarter or
      less frequently (other than a plan that relates solely to the immediate
      sale of shares acquired under an employee stock purchase plan) such
      Trading Plan may not provide for trades to occur during a regularly
      scheduled quarter-end blackout
period.




10.3.
            PRECLEARANCE.





No officer, employee, or director, or
Family Member (as defined under Section 4) of any officer, employee, or
director, or any entity owned or controlled by any officer, employee, or
director, may make any purchase or sale of securities of the Company (including
derivative securities) unless he/she notifies the Chief Executive Officer or a
designated compliance officer prior to such purchase or sale.










11.
            WAIVERS.





It is the Company’s policy that waivers
of this Code will not be granted except in exigent circumstances. Any waiver of
this Code may only be granted by a majority of the Board, and only after
disclosure of all material facts by the individual seeking the waiver. Any
waiver of this Code will be promptly disclosed as required by law or stock
exchange regulation.





12.
            ACKNOWLEDGMENT.





All officers, employees, and directors
of the Company must acknowledge receipt of, and certify their willingness to
adhere to, the foregoing when first employed or appointed and thereafter when
this Code is amended.





13.
            CONCLUSION.





You should communicate any suspected
violation of this Code, or any unethical behavior encompassed by this Code,
promptly to the Chief Executive Officer, or if any such behavior involves the
Chief Executive Officer such communications should be brought to the attention
of the Board.  Violations will be taken seriously and investigated by
the Board or by a person or persons designated by the Board, and appropriate
disciplinary action will be taken in the event of any violations of this Code.
If there are any questions involving application of this Code, guidance should
be sought from the Company’s corporate counsel.