**Exhibit
      14**











**AQUATIC
      CELLULOSE INTERNATIONAL CORPORATION CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER
      AND SENIOR FINANCIAL OFFICERS**





The
      Board
      of Directors of Aquatic Cellulose International Corporation (the “Company”) has
      adopted the following Code of Ethics (the “Code”) to apply to each of the
      Company’s Chief Executive Officers, Chief Financial Officer, principal
      accounting officer or controller, and persons performing similar functions
      (collectively, “Senior Financial Officers”). This Code is intended to focus
      Senior Financial Officers on areas of ethical risk, provide guidance to help
      them recognize and deal with ethical issues, provide a mechanism to report
      unethical conduct, foster a culture of honesty and accountability, deter
      wrongdoing and promote fair and accurate disclosure and financial reporting,
      deal with conflicts of interest, and compliance with law.





The
      Senior Financial Officers each owe a duty to the Company to adhere to a high
      standard of ethical conduct.





This
      Code
      is intended to serve as a source of guiding principles. Senior Financial
      Officers are encouraged to raise questions about particular circumstances that
      may involve one or more provisions of this Code to the attention of the Audit
      Committee (or in the absence thereof, to the Company’s Board of Directors), who
      may consult with legal counsel.





1.
      The
      Senior Financial Officers are responsible for full, fair, accurate, timely
      and
      understandable disclosure in the periodic reports and other filings made by
      the
      Company with the Securities and Exchange Commission (“SEC”). The Senior
      Financial Officers are required to familiarize themselves with disclosure
      requirements applicable to the Company as well as the business and financial
      operations of the Company. In the performance of their duties, the Senior
      Financial Officers are prohibited from knowingly misrepresenting
      facts.





2.
      It is
      the Company’s policy to comply with all applicable laws, rules and regulations
      relating to its business and operations. It is the responsibility of the Senior
      Financial Officers to adhere to the standards and restrictions imposed by such
      laws, rules and regulations.





3.
      The
      Senior Financial Officers shall encourage open communication and full disclosure
      of financial information by providing well understood processes under which
      management is kept informed of financial information of importance, including
      any departures from sound policy, practice or accounting norms. However, such
      officers should refrain from disclosing confidential information acquired in
      the
      course of their work except where authorized, unless legally obligated to do
      so.
      They should also refrain from using confidential information acquired in the
      course of their work for unethical or illegal advantage, either personally
      or
      through others.





4.
      The
      Senior Financial Officers, among other things, have a supervisory role over
      the
      preparation of financial disclosure to be included in the Company’s periodic
      reports to be filed with the SEC.





5.
      It is
      the responsibility of the Senior Financial Officers to bring to the attention
      of
      the Board of Directors (“Board”) and the Audit Committee (upon the formation
      thereof by the Board) any material information of which he or she may become
      aware that affects the disclosures made by the Company in its filings with
      the
      SEC or otherwise assist the Board and Audit Committee (upon the formation
      thereof by the Board) in fulfilling their responsibilities.





6.
      The
      Senior Financial Officers shall promptly bring to the attention of the Board
      and
      the Audit Committee (upon the formation thereof by the Board) any information
      he
      or she may have concerning (a) a significant deficiency 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, disclosures or
      internal controls.





7.
      The
      Senior Financial Officers shall promptly bring to the attention of the CEO
      or
      Audit Committee (or in the absence thereof, to the Board) any information he
      or
      she may have concerning any violation of these procedures, including any actual
      or apparent conflict of interest between personal and professional
      relationships, involving any management or other employee who has a significant
      role in the Company’s financial reporting, disclosures or internal
      controls.





8.
      The
      Senior Financial Officers shall promptly bring to the attention of the CEO
      or
      Audit Committee (or in the absence thereof, to the Board) any information he
      or
      she may have concerning evidence of a violation of the securities or other
      laws,
      rules or regulations applicable to the Company and the operations of its
      business, by the Company or any agent thereof, or of violation of these
      procedures.








9.
      The
      Board shall determine, or designate an appropriate person to determine,
      appropriate actions to be taken in the event of violations of these procedures
      by the Senior Financial Officers. Such actions shall be reasonably designed
      to
      deter wrongdoing and to promote accountability for adherence to these
      procedures, and shall include written notices to the individual involved that
      the Board has determined there has been a violation, censure of the Board,
      demotion or re-assignment of the individual, suspension with or without pay
      or
      benefits (as determined by the Board) and termination of the individual’s
      employment. In determining what action is appropriate in a particular case,
      the
      Board or such designee 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 individual in question had been
      advised prior to the violation as to the proper course of action or whether
      or
      not the individual in question had committed other violations in the
      past.





Approved
      by the Sole Board of Director,








March
      18,
      2005