**Exhibit
99**
 
 
 
 **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 11,
2005.