**Exhibit 14.01**

 

Code of

Business Conduct

and Ethics

 

 

Whitney Information Network, Inc.

 

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**INTRODUCTION**

 

This Code ofBusiness Conduct and Ethics (“the Code”) embodies the commitment of WhitneyInformation Network, Inc., its affiliates and subsidiaries (collectively, “WIN”)to conduct its business with the highest ethical standards and in accordancewith all applicable laws, rules and regulations of the countries in whichWIN engages in business. All members of the Board of Directors, ExecutiveOfficers, and Senior Financial Officers are expected to adhere to theprinciples and procedures set forth in this Code. Directors, ExecutiveOfficers, and Senior Financial Officers that are also WIN employees are alsorequired to abide by WIN’s Employee Code of Conduct, which is not part of thisCode.

 

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**PRINCIPLE 1- CONDUCT**

 

**Standard1.1 - Laws and Regulations**

 

It is WIN’spolicy to comply with all applicable laws, rules and regulations in thecountries in which WIN engages in business. It is the personal responsibilityof each Director, Executive Officer, and Senior Financial Officer to adhere tothe standards and restrictions imposed by those laws, rules, and regulations.In some instances there may be a conflict between the applicable laws of two ormore countries; if and when such a conflict is encountered, it is important toconsult with the WIN’s General Counsel to determine how to resolve theconflict.

 

**Standard1.2 - Honesty**

 

Each Director,Executive Officer, and Senior Financial Officer owes a duty to WIN to act withintegrity. Integrity requires, among other things, being honest.

 

**Standard1.3 - Communications**

 

Informationprovided by Directors, Executive Officers, and Senior Financial Officers to WINmust be full, fair, accurate, timely, and understandable.

 

**Standard1.4 - Conflicts of Interest**

 

A “conflict ofinterest” occurs when an individual’s private interest interferes with theinterests of WIN. A conflict of interest can arise when a Director, ExecutiveOfficer, or Senior Financial Officer makes actions or has interests that maymake it difficult to perform his or her WIN work objectively and effectively.In particular, a Director, Executive Officer, and Senior Financial Officer mustnever use or attempt to use his or her position at WIN to obtain any improperpersonal benefit, including loans or guarantees of obligations from any personor entity, for himself or herself, for his or her family members, or for anyother person. Situations which could result in conflicts of interest or theappearance of a conflict of interest should be avoided whenever possible.

 

Directors,Executive Officers, and Senior Financial Officers who own a 5% interest orgreater in a private or public company that has direct or indirect dealingswith WIN must disclose such information to WIN’s General Counsel.

 

Directors,Executive Officers, and Senior Financial Officers whose immediate familymembers (e.g., spouse, child, sibling, or in-law) own a 5% interest or greaterin a private or public company that has direct or indirect dealings with WINmust disclose such information to WIN’s General Counsel.

 

Any Director,Executive Officer, or Senior Financial Officer who invests or owns an interestin any company that may be a WIN competitor must disclose such investment toWIN’s General Counsel.

 

Any Director,Executive Officer, or Senior Financial Officer who has a personal relationshipwith a WIN employee must disclose such relationship to WIN’s General Counsel.

 

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Any Director,Executive Officer, or Senior Financial Officer who is aware of a transaction orrelationship that could reasonably be expected to give rise to a conflict ofinterest should discuss the situation with WIN’s General Counsel, and suchsituation must be documented.

 

**Standard1.5 - Corporate Opportunities**

 

Each Director,Executive Officer, and Senior Financial Officer owes a duty to WIN to advanceWIN’s legitimate business interests when the opportunity to do so arises. EachDirector, Executive Officer, and Senior Financial Officer is prohibited fromtaking for him or herself or directing to a third party a business opportunitythat is discovered through the use of WIN corporate property, information, orposition, unless WIN has already been offered and declines the opportunity.More generally, Directors, Executive Officers, and Senior Financial Officersare prohibited from using corporate property, information, or position forpersonal gain to the exclusion of WIN and from competing with WIN.

 

**Standard1.6 - Confidentiality**

 

In carryingout WIN’s Business, Directors, Executive Officers, and Senior FinancialOfficers often learn confidential or proprietary information about WIN, itscustomers, suppliers, or other third parties. Directors, Executive Officers,and Senior Financial Officers must maintain the confidentiality of allinformation so entrusted to them, except when disclosure is authorized by WINor legally required. Confidential or proprietary information of WIN or othercompanies includes any non-public information that would be harmful to therelevant company or helpful to competitors if disclosed.

 

**Standard1.7 - Influencing Auditors**

 

No Director,Executive Officer, or Senior Financial Officer shall take any action to undulyinfluence, coerce, manipulate, or mislead WIN’s independent auditors.

 

**Standard1.8 - Fair Dealing**

 

WIN does notseek competitive advantages through illegal or unethical business practices.Each Director, Executive Officer, and Senior Financial Officer should endeavorto deal fairly with WIN’s customers, service providers, suppliers, competitors,and employees. No Director, Executive Officer, or Senior Financial Officershould take unfair advantage of anyone through manipulation, concealment, abuseof privileged information, misrepresentation of material facts, or any unfairdealing practice.

 

**Standard1.9 - Protection and Proper Use of Company Assets**

 

All Directors,Executive Officers, and Senior Financial Officers should protect WIN’s assetsand help ensure their efficient use. All WIN assets should be used forlegitimate business purposes only.

 

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**Standard1.10 - Insider Trading**

 

It is bothillegal and against WIN policy for any Director, Executive Officer, or SeniorFinancial Officer who is aware of material non-public information relating toWIN or any of WIN’s customers to buy, sell, or otherwise speculate in anysecurities of those issuers (including derivatives related to such securities),or recommend that another person buy, sell, hold, or otherwise speculate in thesecurities of those issuers.

 

**Standard1.11 - Quarterly Blackout Period**

 

It is againstWIN policy, as established by the Board of Directors, for any Director, ExecutiveOfficer, and Senior Financial Officer to purchase, sell, or otherwise acquireor transfer any equity security of WIN during a quarterly blackout period. Aquarterly blackout period begins ten days prior to and ends three days afterthe quarterly announcement of WIN’s earnings.

 

**Standard1.12 - Temporary Blackout Periods**

 

WIN may alsoinstitute temporary blackout periods in the event of a material corporatedevelopment. Notice of such development will be distributed by means of awritten or electronic communication specifying the duration of the blackoutperiod.

 

**PRINCIPLE 2- CONDUCT OF SENIOR FINANCIAL OFFICERS**

 

**Standard2.1 - Senior Financial Officers Conduct**

 

In this Code, “SeniorFinancial Officer” means the Chief Executive Officer, Chief Operating Officer,Chief Financial Officer, and the Vice President of Finance and Controller ofWIN and the Chief Financial Officer and Controller of each significant WINCompany or subsidiary.

 

**Standard2.2 - Disclosure Controls Compliance**

 

SeniorFinancial Officers shall be familiar and comply with WIN’s disclosure controlsand procedures and internal controls over financial reporting to the extentrelevant to his or her area of responsibility, so that WIN’s reports, otherdocuments filed, or submitted or furnished to the Securities and ExchangeCommission (“SEC”) comply in all material respects with applicable federalsecurities laws and SEC rules and regulations.

 

**Standard2.3 - Full, Fair, Accurate, and Timely Disclosures**

 

SeniorFinancial Officers shall provide full, fair, accurate, timely, andunderstandable disclosures in reports and documents that are filed with orsubmitted to the SEC and other governmental agencies and in any press releaseor other public communications.

 

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**Standard2.4 - Disclosures free of Misrepresentations**

 

SeniorFinancial Officers shall provide full, fair, accurate, timely, andunderstandable information, without misrepresenting or causing others tomisrepresent, material facts about WIN to the SEC, WIN’s independent auditors,WIN employees or independent contractors.

 

**Standard2.5 - Compliance with Laws & Regulatory Agencies**

 

SeniorFinancial Officers shall comply with laws, rules and regulations ofnational, state, provincial, and local governments and other appropriateregulatory agencies and self-regulatory bodies.

 

**PRINCIPLE 3- CODE COMPLIANCE AND ENFORCEMENT**

 

**Standard3.1 - Reporting**

 

Directors,Executive Officers, and Senior Financial Officers should strive to identify andraise potential issues before they become problems and should ask about theapplication of this Code whenever in doubt. Any Director, Executive Officer, orSenior Financial Officer who becomes aware of any existing or potentialviolation of this Code shall promptly notify WIN’s General Counsel. WIN willtake such disciplinary or preventive action as it deems appropriate to addressany existing or potential violation of this Code brought to its attention,including notifying the appropriate enforcement authorities in the event ofcriminal or other violations of law. If any provision of this Code is notpermitted by the local laws of a country in which WIN engages in business, thenWIN’s General Counsel should be consulted. WIN will not tolerate retaliationfor reports of violations of this Code made in good faith.

 

Any questionsrelating to how these policies should be interpreted or applied should beaddressed to WIN’s General Counsel.

 

**WAIVERS**

 

**Amendmentsand Waivers of this Code**

 

Under certainlimited circumstances, WIN may amend or waive certain provisions of this Code.Any Director, Executive Officer, or Senior Financial Officer who believes thata waiver may be appropriate should discuss the matter with WIN’s GeneralCounsel. Waivers may be made only by the Corporate Governance and NominatingCommittee of WIN’s Board of Directors or WIN’s Board of Directors. Any waiveror amendment to this Code will be promptly disclosed to shareholders and mayrequire disclosure in a public filing with the SEC on a form 8-K pursuant tofederal securities rules and regulations.

 

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