Exhibit
14





DON
MARCOS TRADING CO.


CODE
OF ETHICS





Preamble





This Code
of Ethics was designed by Don Marcos Trading Co. to govern the way in which we
work every day.  This Code of Ethics applies to each and every one of
our employees, officers, and directors.





Definitions





The
“Commission” means the United States Securities and Exchange
Commission.





The
“Company” means Don Marcos Trading Co., a Florida corporation.





“We”
means all of our employees, officers, and directors.





Basic
Principles





1.
            We
      will conduct ourselves honestly and ethically, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships.


2.
            We
      will avoid conflicts of interest, including disclosure to the appropriate
      persons of any material transaction or relationship that reasonably could
      be expected to give rise to such a
conflict.


3.
            We
      will provide full, fair, accurate, timely, and understandable disclosure
      in reports and documents that we file with the Commission and in all other
      public communications we make.


4.
            We
      will comply with all applicable governmental laws, rules and
      regulations.


5.
            We
      will promptly report violations of this Code of Ethics to the appropriate
      person within the Company as described specifically
  below.


6.
            We
      accept accountability for adherence to this Code of
  Ethics.





Specific
Situations





Conflicts of
interest.A “conflict of interest” occurs when an individual’s
private interest interferes in any way – or even appears to interfere – with the
interests of the Company as a whole.  A conflict situation can arise
when an employee, officer or director takes actions or has interests that may
make it difficult to perform his or her Company work objectively and
effectively.  Conflicts of interest also arise when an employee,
officer or director, or a member of his or her family, receives improper
personal benefits as a result of his or her position in the
Company.  Loans to, or guarantees of obligations of, such persons are
of special concern.  Additionally, you may not work for or receive payments of any kind
from any competitor, customer, distributor or supplier of the Company without
prior approval of Company management.








We will
be alert and sensitive to any interest that might be considered to conflict with
the best interests of the Company.  If you or one of your family
members, directly or indirectly, has a financial or personal interest in a
contract or transaction to which the Company is a party, or you are
contemplating entering into a transaction that involves use of Company assets or
could compete with the Company, you must disclose this situation as soon as you become aware of
it to your immediate supervisor.  Please disclose your interest
and describe all material facts concerning the matter known to you, including
the estimated time frame for the transaction if known.  If
appropriate, supervisors will report any such situations to the President of the
Company.  If necessary, the President of the Company will report any
such situation to the Board of Directors who will, in conjunction with the
Company’s legal counsel, make a determination of whether or not the situation is
a conflict of interest.  You should not take any actions until you are
advised of the decision.  The Company will be sensitive to the time
frames you disclose to us.





The
Company promotes disclosure of any questionable situations.  The
Company will not retaliate and will not permit any of its employees, directors,
or officers to retaliate against you for such disclosure.





Corporate
opportunities.We are prohibited from (a) taking for ourselves
personally opportunities that are discovered through the use of Company
property, information or position; (b) using Company property, information, or
position for personal gain; and (c) competing with the Company.  We
owe a duty to the Company to advance its legitimate interests when the
opportunity to do so arises.  If you believe that a contemplated
transaction might be found to be a corporate opportunity, you should make full
disclosure to your supervisor or manager and seek Company authorization to
pursue the opportunity before pursuing the
opportunity.





Confidentiality.We
must maintain the confidentiality of information entrusted to us by the Company
or its customers, except when disclosure is authorized or legally
mandated.  Confidential information includes all non-public
information that might be of use to competitors, or harmful to the Company or
its customers, if disclosed.





Fair dealing.We
will endeavor to deal fairly with the Company’s customers, suppliers,
competitors and employees.  We will not take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or use any other unfair-dealing
practice.





Protection and proper use of company
assets.We will protect the Company’s assets and ensure their
efficient use.  Theft, carelessness and waste have a direct impact on
the Company’s profitability.  All Company assets must be used for
legitimate business purposes.





Compliance with laws,
rules and regulations (including insider trading laws).The Company promotes compliance with
laws,rules and
regulations, including insider trading laws.  Insider trading is
trading or tipping others to trade in securities of our Company or any other
Company based on information which is not available to the
public.  Insider trading is both unethicaland illegal and will be dealt with
firmly.  Weare
required to comply with all applicable laws and regulations wherever we do
business. Perceived pressures from supervisors or demands due to business
conditions are not excuses for violating the law. If youhave any questions or concerns about the
legality of an action, you should bring such questions or concerns to your
supervisor.  If you feel you cannot discuss your concerns with your
supervisor, please bring them to the President of the
Company.






2





Accuracy of Company records and
reports.The Companyrequires honest and accurate recording
and reporting of information.  This includes such data as quality,
safety, and personnel records, as well as all business and financial records and
reports filed with theCommission.  All financial
books, records and accounts must accurately reflect transactions and events, and
conform both to required accounting principles and to the Company’s system of internal controls. No false
or artificial entries may be made.





Encouraging the reporting of any
illegal or unethical behavior.The Company promotes ethical
behavior.  The Company encourages you to talk to supervisors, managers
or other appropriate personnel when in doubt about the best course of action in
a particular situation.  Additionally, you should report violations of
laws, rules, regulations or the code of business conduct to appropriate
personnel.  The Company will not allow retaliation for reports made in
good faith.





Conclusion





No Code of Conduct or Code of Ethics
can cover every situation that might arise in a company.  This Code is
designed to let you know our basic guiding principles and provide explanation on
how to handle various situations.  If you have questions on any
situation, whether or not described in this document, please ask.  The
first place to turn is your immediate supervisor or manager.  If you
are uncomfortable discussing a situation with your immediate supervisor or
manager, you may go to anyone in management whom you feel comfortable with,
including the President of the Company.  We cannot stress our final
point enough: “When in doubt, ask.”