EXHIBIT 14

                                SAVWATT USA, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION................................................................. 1

1.   Compliance with Code.................................................... 1

2.   Reporting Violations of the Code........................................ 1

3.   Compliance with Laws, Rules and Regulations............................. 2

4.   Conflicts of Interest................................................... 2

5.   Inside Information and Securities Trading............................... 2

6.   Corporate Opportunity................................................... 3

7.   Confidentiality......................................................... 3

8.   Fair Dealing............................................................ 4

9.   Protection And Proper Use Of Company Assets............................. 4

10.  Accuracy of Business Records............................................ 5

11.  Accounting.............................................................. 5

12.  Competitive Information................................................. 6

13.  Amendment............................................................... 6
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                       CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

     SavWatt USA,  Inc.  ("Company")  is committed  to  maintaining  the highest
standards of ethical  conduct,  promoting  integrity,  deterring  wrongdoing and
complying with applicable laws,  rules and  regulations.  In furtherance of this
commitment,  the Board of Directors  ("Board") has adopted this Code of Business
Conduct and Ethics  ("Code") for all  directors,  officers and  employees of the
Company  ("Company  Individuals").  The  principles  set forth in this  document
describe  how  Company  Individuals  should  conduct  themselves.   All  Company
Individuals are expected to comply with the letter and spirit of this Code.

     This Code does not address every expectation or condition  regarding proper
and ethical business conduct.  Accordingly,  this Code is intended to serve as a
source of guiding principles for Company  Individuals.  Company  Individuals are
encouraged to discuss issues about particular circumstances that may be relevant
to one or more of the  provisions  of this Code with the  Chairman  of the Board
("Chairman"),   who  may  consult  with  inside  or  outside  legal  counsel  as
appropriate.

     The Board encourages the reporting of any behaviour by Company  Individuals
which violates the Code and the Board will not tolerate  retaliation against any
person who in good faith reports such violations to the Board or the Chairman.

1. Compliance with Code

     The Code applies to all Company Individuals and all Company Individuals are
accountable  for compliance with the Code. The Board is responsible for updating
the Code and monitoring compliance with the Code. Waivers from the Code may only
be  granted  by the  Board,  with any  director  involved  in the  transgression
abstaining from voting on any decision made in respect of such waiver.

2. Reporting Violations of the Code

     Company  Individuals  must  promptly  advise  either  a  supervisor  or the
Chairman  if a  Company  Individual  believes  that  he or she  has  observed  a
violation of the Code by any Company  Individual  or by anyone  purporting to be
acting  on the  Company's  behalf.  Any such  reports  may be made  anonymously.
Confidentiality shall be maintained to the extent permitted by law. If a Company
Individual is not  comfortable  reporting  such behaviour to a supervisor or the
Chairman of the Board, the individual may report to the Company's external legal
counsel.

     THE  COMPANY  SHALL  NOT TAKE OR ALLOW ANY  REPRISAL  AGAINST  ANY  COMPANY
INDIVIDUAL WHO, IN GOOD FAITH,  REPORTS A SUSPECTED  VIOLATION OF THIS CODE. ANY
REPRISAL  WILL IN ITSELF BE A VERY  SERIOUS  BREACH OF THE CODE AND  SUBJECT  TO
DISCIPLINARY ACTION.

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3. Compliance with Laws, Rules and Regulations

     The Company  requires strict  compliance  from all its Company  Individuals
with  applicable  laws,  rules and  regulations.  These include all  provincial,
federal and other laws,  including  securities and insider trading laws, and the
Company's insider trading compliance  policies.  Company Individuals must comply
with and  ensure  compliance  with all of the  laws,  rules and  regulations  of
countries wherever the Company conducts business.  This Code is not a summary of
law  and the  obligation  is on each  Company  Individual  to  ensure  that  the
applicable  laws  are  known  to  him/her.  The  Company  will  provide  Company
Individuals  with  guidelines and materials that the Company or its lawyers have
prepared on specific  laws,  rules and  regulations as are necessary to maintain
compliance.  Any case of  non-compliance  with an  applicable  law may subject a
Company  Individual  to  disciplinary  action.  The fact that in some  countries
certain  standards  of conduct are legally  prohibited  but are not  enforced in
practice, or their violation is not subject to public criticism or censure, will
not excuse an illegal action by a Company Individual.

4. Conflicts of Interest

     Shareholders of the Company expect  business  decisions to made in the best
interest  of the  Company.  Any  situation  that  creates or appears to create a
material  conflict  of  interest  must be  avoided  by a Company  Individual.  A
conflict  of  interest  occurs  when a  Company  Individual's  private  interest
interferes  in  any  way  with  the  interests  of  the  Company  or  any of its
subsidiaries  and  affiliated  Companies.  If a material  conflict  of  interest
arises, the Company Individual  involved must disclose the conflict to the Board
and outside legal counsel and take prompt action to remedy it. The following are
examples of conflicts of interest:

     (a)  receiving  personal  loans or guarantees of obligations as a result of
          one's position as a Company Individual;

     (b)  engaging in conduct or activity or entering  into any  transaction  or
          agreement  that competes with the  Company's  existing or  prospective
          business or takes advantage of an opportunity  which should be offered
          to the Company first;

     (c)  accepting  bribes,  kickbacks  or  any  other  improper  payments  for
          services relating to the conduct of the business of the Company; and

     (d)  accepting gifts, favours,  entertainment, or services, other than such
          minor  gifts,  etc.(under  U.S.  $100.00)  as are the  practice in the
          industry.

5. Inside Information and Securities Trading

     Confidential  Company  information may not be used for personal benefit. It
is prohibited to trade securities or to inform or tip others to trade securities
of the Company or  affiliated  companies  on the basis of  material  information
obtained as a Company  Individual  before it is made  publicly  available to the
public  through   appropriate  media.  Such  information   includes  news  about
acquisitions,   investments,  new  business  relationships,  financial  results,

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important  management  changes and other  information  that has the potential to
affect the stock price of the Company or another company.

     If doubt  exists  about  whether  the  information  is material or has been
released to the public, a Company  Individual shall not trade before  consulting
with the Chairman or the Company's  legal  counsel.  No Company  Individual  may
engage in "short  sales" or trade in puts,  calls or other  options  on  Company
stock.

     Company  Individuals  may, at any time,  purchase  Company  securities  and
exercise options granted to them in accordance with the applicable arrangements,
as long as those purchases are not decisions based on inside information.

     Company  Individuals shall be required to read, sign and date a copy of the
Company's  Insider's Trading Compliance Policy (a separate and distinct document
from  this  Code)  as a  condition  to such  Company  Individual's  initial  and
continued employment by the Company

6.       Corporate Opportunity

     Except as may be approved by the Board or the Chairman, Company Individuals
are prohibited from:

     (a)  taking any opportunity that belongs to the Company;

     (b)  taking any opportunity that are discovered  through the use of Company
          corporate property, information or from the position as Director;

     (c)  using corporate property, information or position; or

     (d)  competing with the Company,

that will benefit themselves  personally,  or benefit their family, or be to the
benefit of persons or  entities  outside  the  Company,  whether or not it has a
material impact on the Company's financial performance.

7. Confidentiality

     All Company  Individuals must maintain the  confidentiality of confidential
non-public  information  entrusted to them by the Company in their capacity as a
Company  Individual,  except  when the  Company  authorizes  disclosure  or when
required by laws, regulations or legal proceedings.  "Confidential  Information"
is all non-public  information  entrusted to or obtained by a Company Individual
by reason of his or her position as a Company  Individual.  It includes,  but is
not limited to,  non-public  information  that might be of use to competitors or
stock traders or harmful to the Company,  its  shareholders  or its customers if
disclosed, such as:

     (a)  Non-public   information  about  the  Company's  financial  condition,
          detailed sales and profit figures,  new product or marketing prospects
          or  plans,   its  marketing  and  sales   programs  and  research  and
          development  information,   manufacturing   processes,   salary  data,

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          employee  lists  as  well  as  information  relating  to  mergers  and
          acquisitions,  stock  splits and  divestitures  or material  contracts
          being negotiated or entered into by the Company or material  contracts
          being terminated by the Company or a party to any such contract;

     (b)  non-public  information  concerning  possible  transactions with other
          companies or information about the Company's  customers,  suppliers or
          joint  venture  partners,  which the Company is under an obligation to
          maintain as confidential; and

     (c)  non-public information about discussions and deliberations relating to
          business issues and decisions between and among Company Individuals.

     Company   Individuals   must   keep   Confidential   Information   strictly
confidential,  limiting  access  to  those  who  have a need to  know,  avoiding
discussion  of  confidential  information  in public  areas such as  aeroplanes,
elevators,  restaurants  and rest  rooms and on  cellular  phones  and  avoiding
inadvertent  disclosure of  Confidential  Information  through the use of laptop
computers or other similar electronic devices in public places.

     Whenever  feasible,  Company  Individuals  should  consult  an  appropriate
supervisor if they believe they have a legal obligation to disclose confidential
information.

     Generally, no Company Individual shall:

     (a)  Use Confidential Information for his or her own personal benefit or to
          benefit persons or entities outside the Company; or

     (b)  disclose Confidential  Information outside the Company,  either during
          or after his or her service as a Company  Individual  of the  Company,
          except as  required  to conduct  the  Company's  business or as may be
          otherwise required by law.

8. Fair Dealing

     All Company  Individuals  must treat the  Company's  customers,  suppliers,
competitors,  creditors,  directors,  officers  and  employees  fairly  and with
respect.  No Company  Individual may take unfair  advantage of anyone dealing or
involved with the Company through manipulation, concealment, abuse of privileged
information,  misrepresentation  of material  facts or any other unfair  dealing
practice.  All Company Individuals have the right to pursue their careers at the
Company free from  harassment and free from  discrimination  based on any ground
prohibited by law, including race, color, ancestry,  place of origin,  political
belief, religion,  marital status, family status, physical or mental disability,
sex, sexual orientation or age.

9. Protection And Proper Use Of Company Assets

     All Company Individuals must perform their duties in a manner that protects
the Company's  assets and resources and ensures  their  efficient  use.  Company
assets may only be used for  legitimate  Company  business  purposes and not for
personal  benefit or gain.  "Assets"  include cash,  bank  accounts,  equipment,
inventory,  supplies and intellectual  property, and any other personal property

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that  may  be  considered  to be  an  "asset"  by  accountants,  attorneys,  law
enforcement officials and other government personnel.

     Examples of prohibited  personal use of company  assets are:

     (a)  removal of Company property for personal use;

     (b)  unauthorized use of Company vehicles or residences;

     (c)  use  of  company-paid   contractors  to  perform  work  at  a  Company
          Individual's home; and

     (d)  unauthorized  copying  of  software,  tapes,  books and other  legally
          protected work..

     All Company Individuals must comply with security procedures in place
to protect Company assets.

10. Accuracy of Business Records

     Honest and accurate  recording  and reporting of  information  is extremely
important.  Investors rely on the Company to provide accurate  information about
it and its  affiliates  and to make  responsible  business  decisions  based  on
reliable  records.  All books,  records and  accounts  must  accurately  reflect
transactions and events and all financial records must conform both to generally
accepted accounting  principles,  Section 404 of the Sarbanes-Oxley Act of 2002,
as amended,  all other Securities and Exchange Commission rules and regulations,
and to the Company's  internal control systems.  Undisclosed or unrecorded funds
or assets are not allowed. All off balance sheet transactions and accounts shall
be reported to the Board,  outside legal  counsel and the Company's  independent
accounting firms. No entry may be made that intentionally hides or disguises the
true nature of any transaction.

11. Accounting

     The Audit Committee of the Board is responsible for establishing procedures
for the receipt,  retention and treatment of  complaints  regarding  accounting,
internal accounting  controls or auditing matters.  Company Individuals who have
concerns or  complaints  regarding  such  matters  must  promptly  submit  those
concerns or complaints  to the Chairman of the Audit  Committee or the Company's
outside  legal  counsel.  In the event that the Company has not  constituted  an
Audit Committee,  then the Board is responsible for establishing  procedures for
the  receipt,  retention  and  treatment  of  complaints  regarding  accounting,
internal accounting  controls or auditing matters.  Company Individuals who have
concerns or  complaints  regarding  such  matters  must  promptly  submit  those
concerns or complaints to the Board and outside legal counsel.

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12. Competitive Information

     Information about competitors,  customers and suppliers is a valuable asset
in the competitive  markets in which the Company  operates or will operate.  The
Company will obtain this information legally. Theft of proprietary  information,
inducing disclosures by a competitor's past or present employees and any actions
that  could  create  an  appearance  of an  improper  agreement  in  respect  of
competitors is prohibited.  Any Company Individual who is authorized to retain a
consultant to gather competitive  information must take steps to ensure that the
consultant  adheres to these policies.  When in doubt about the propriety of any
information-gathering  technique or about  whether a  competitor,  supplier,  or
other  external  contact  has  provided  confidential  information,   a  Company
Individual  should  contact an  appropriate  supervisor  or the  Chairman of the
Board.  All persons dealing with the Company in any material  capacity must sign
the Company's then current  confidentiality  and non-disclosure  agreement.  13.
Amendment

     This Code may be amended by the Company's Board,  subject to the disclosure
and other provisions of applicable corporate securities law and policy.

14. Adoption.  This Code has been approved and adopted by the Company's Board on
this the 16th day of  August,  2010,  and shall be  included  in the  minutes or
written consent of the Board.

Attested by:


/s/ Isaac H. Sutton
-------------------------------
Isaac H. Sutton
President

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