HOT MAMA’S FOODS, INC.


 


CODE OF BUSINESS CONDUCT






 


General Policy and Procedures


 


The Code of Business
Conduct (the “Code”) of Hot Mama’s Foods, Inc. (the "Company") applies to all employees and consultants,
including directors and officers (an "Employee" and, collectively, the "Employees"), and must be
strictly observed. Failure to do so could result in disciplinary action, up to and including termination.


 


The Company is committed
to the highest standards of ethics and business conduct. The Company conducts its business as a good corporate citizen and complies
with all laws, rules and regulations applicable to it or the conduct of its business. These principles govern our relationships
with customers, suppliers, shareholders, competitors, the communities in which we operate, and with each other as Employees at
every organizational level.


 


The Code is an expression of our core values
and represents a framework for decision-making. To this end, Employees are responsible for understanding the Code and acting in
accordance with it. The Code cannot and is not intended to cover every applicable law, rule or regulation or provide answers to
all questions that may arise; for that, we must ultimately rely on each Employee's good sense of what is right, including a sense
of when it is proper to seek guidance from others with respect to the appropriate course of conduct. Questions regarding any law,
rule, policy or regulation which may govern business conduct, should be directed to your supervisor or the Chief Financial Officer.


 


The Code does not in any way constitute
an employment contract or an assurance of continued employment. It is for the sole and exclusive benefit of the Company and may
not be used or relied upon by any other party. The Company may modify or repeal the provisions of the Code or adopt a new Code
at any time it deems appropriate, with or without notice.


 


		1.	Compliance with Laws, Rule & Regulations



 


Employees
are required to comply fully with all laws, rules and regulations affecting the Company's business and its conduct in business
matters. The Company conducts its business globally where applicable laws, rules, regulations, customs and social requirements
may be different from those in the United States. It is the Company's policy to abide by the national and local laws of our host
nations and communities. In the case of any conflict between foreign and United States law, or in any situation where an Employee
has a doubt as to the proper course of conduct, it is incumbent upon an Employee to immediately consult his supervisor or the
Chief Financial Officer. Beyond the strictly legal aspects involved, Employees at all times are expected to act honestly and maintain
the highest standards of ethics and business conduct, consistent with the professional image of the Company.


 




    	 



    	 



    

 


		2.	Confidential, Proprietary Information



 


One of the Company's
most valuable assets is information. Employees should maintain the confidentiality of information entrusted to them not only by
the Company, but also by suppliers, customers and others related to our business. Confidential information includes all
non-public information that might be of use to our competitors or harmful to the Company, or its customers or suppliers, if disclosed.
Examples of confidential information include trade secrets, new product or marketing plans, customer lists, research and development
ideas, manufacturing processes, or acquisition or divestiture prospects. Confidential information may be disclosed to others when
disclosure is authorized by the Company or legally mandated.


 


Employees
should take steps to safeguard confidential information by keeping such information secure, limiting access to those who have a
need to know in order to do
their job, and avoiding discussion of confidential information in public areas, for example, in elevators, on planes, and on mobile
phones.


 


The obligation to preserve confidential
information is ongoing, even after termination of employment.


 


		3.	Conflicts of Interest



 


Company policy prohibits
conflicts of interest. A conflict of interest occurs when an individual's private interest interferes in anyway with the
interests of the Company as a whole. A conflict situation can arise when an Employee or a member of his or her family 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 or a member of his or her family, receives improper personal benefits as a result of his or her position
in the Company. Such conflicts of interest can undermine our business judgment and our responsibility to the Company and its stockholders
and threaten the Company's business and reputation. Accordingly, all potential and actual conflicts of interest should be scrupulously
avoided. Though it is not possible to list every activity or situation that might raise a conflict of interest issue, the
list below is included to help you recognize and avoid some of the more significant ones:


 


		·	Corporate
Opportunities. Taking personally, opportunities that are discovered through the use of
corporate property, information or position, or using corporate property, information or position for personal gain or competing
with the Company. Such action is prohibited.



 


		·	Gifts. The occasional exchange of inexpensive gifts and modest forms of entertainment that
are reasonable in nature, frequency and cost are normal in business and help build relationships with customers and suppliers.
However, receiving such gifts or entertainment must never affect your judgment or decision making, nor should they be offered in
return for favorable treatment from others.



 


Gifts to you valued at more than
$100 or forms of business entertainment that exceed reasonable and customary practices, offered by customers, suppliers or competitors,
must be politely declined unless first disclosed to and approved by your supervisor or the Chief Financial Officer .


 




    	 



    	 



    

 


		·	Loans. Providing loans to, or guarantees of obligations of,
Employees or their family members. Such activity will not be allowed without prior written approval of the Board of Directors or
a committee of the Board. The Company will not extend, maintain or arrange for any personal loan to or for any director or executive
officer (or the equivalent thereof).



 


		·	Outside Activity. Engaging in any outside activity that materially detracts from
or interferes with the performance by an Employee of his or her services to the Company. This generally — but not necessarily
- applies to outside activity during normal business hours.



 


		·	Personal Interests. Having a direct or indirect personal interest in a transaction involving the
Company.



 


		·	Personal Investments. Directly or indirectly, owning a material amount of stock in, being
a creditor of, or having another financial interest in a supplier, customer or competitor.



 


All potential and actual conflicts of interest or material transactions or relationships
that reasonably could be expected to give rise to such a conflict or the appearance of such a conflict must be promptly communicated
to your supervisor or the Chief Financial Officer. Employees should take care to report violations to a person whom they believe
is not involved in the matter giving rise to the violation. 


 


Any Employee who has
a doubt about whether a conflict of interest exists after consulting this provision of the Code, should contact his or her supervisor
or the Chief Financial Officer, so that he or she can assist you in making that determination.


 


		4.	Fair Dealing



 


Every Employee
should endeavor to deal fairly with each of our customers, suppliers, competitors and other Employees. No Employee should take
unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation or material facts,
or any other unfair-dealing practices.


 


		5.	Insider Trading



 


Federal and state law
prohibits the use of "material nonpublic or inside information" when trading in or recommending Company securities.
In accordance with applicable federal and state law, no Employee may engage in transactions in Company stock (whether for their
own account, for the Company's account or otherwise) while in possession of material nonpublic information ("Insider Trading").
Further, no Employee who is in possession of material nonpublic information may communicate such information to third parties who
may use such information in the decision to purchase or sell Company securities ("Tipping"). In addition to violating Company policy, Insider Trading
and Tipping are illegal.


 




    	 



    	 



    

 


What constitutes "material
nonpublic or inside information" is a complex legal question, but is generally considered to be information not available
to the general public, which a reasonable investor contemplating a purchase of Company stock would be substantially likely to take
into account in making his or her investment decision. Such information includes information relating to capital structure, major
management changes, contemplated acquisitions or divestitures, and information concerning earnings or other financial information.
Such information continues to be "inside" information until it is disclosed to the general public.


 


Substantial criminal
and civil penalties may be assessed against people who trade while in possession of material Inside Information and can also be
imposed upon companies and so-called controlling persons such as officers and directors, who fail to take appropriate steps to
prevent or detect insider trading violations by their employees or subordinates to avoid severe consequences, Employees and those
associated with the Company should avoid even the appearance of improper conduct.


 


		6.	Qualitity of Disclosures



 


The federal and state
securities laws impose continuing disclosure requirements on the Company, and require the Company to regularly file certain periodic
reports with and make certain submissions (the "Reports") to the Securities and Exchange Commission and disseminate them
to its shareholders. Such Reports must comply with all applicable legal requirements and may not contain material misstatements
or omit material facts.


 


All Employees directly
or indirectly involved in preparing such Reports, any Employees who communicate with the press, investors and analysts concerning
the Company, and all representatives who assist the Company in preparing such Reports and communications, will ensure that such
Reports and communications are (i) full, fair, timely, accurate and understandable and (ii) meet all legal requirements. This policy
applies to all public disclosures of material information about the Company, including written disclosures, oral statements, visual
presentations, press conferences and media calls.


 


		7.	Protection and Proper Use of Assets



 


Proper and efficient
use of Company and customer property, such as electronic communications system, information resources, material, facilities and
equipment, as well as intangible assets, is each Employee's responsibility. Employees must act in a manner to protect the Company's
assets from loss, damage, misuse, theft and waste. Employees must ensure that Company assets are used only for legitimate business
purposes.


 


		8.	Reporting_of Any Illegal or Unethical Behavior



 


Any Employee who is
aware of any illegal or unethical behavior or who believes that any applicable law, rule or regulation or this Code of Conduct
has been violated, must promptly report the matter to his or her supervisor or to the Chief Financial Officer. In addition, an
Employee who has a concern about the Company's accounting practices, internal controls or auditing matters, should report his or
her concerns to the Chief Financial Officer, or, if he or she believes the violation significant, to the Audit Committee of the
Board of Directors, at the address listed at the end of this Code. Such reports may be unsigned and anonymous. Employees should
take care to report violations to a person whom they believe is not involved in the matter giving rise to the violation. All reports
of violations will be promptly investigated and, if appropriate, remedied, and if legally required, immediately reported to the
proper governmental authority.


 




    	 



    	 



    

 


Employees will be expected
to cooperate in assuring that violations of the Code are promptly addressed. The Company has a policy of protecting the confidentiality
of those making reports of possible misconduct to the maximum extent permitted by law. In no event will there be any retaliation
against someone for reporting an activity that he or she in good faith believes to be a violation of any law, rule, regulation
or of this Code. Any supervisor intimidating or imposing sanctions on an Employee for reporting a matter will be disciplined
up to and including termination.


 


Employees should know
that it is a crime to retaliate against a person, including with respect to their employment, for providing truthful information
to a law enforcement officer or a supervisor relating to the possible commission of any federal offense. Employees who believe
that they have been retaliated against by the Company, its Employees, contractors, subcontractors or agents, for providing information
to or assisting in any investigation conducted by a federal agency, Congress or a person with supervisory authority over the Employee
in connection with conduct that the Employee reasonably believes constitutes a violation of federal criminal fraud statutes or
any rule or regulation of the Securities and Exchange Commission, may file a complaint with the Secretary of Labor, or in federal
court if the Secretary does not take action in a timely manner.


 


		9.	Responding to Improper Conduct



 


This Code
will be enforced on a uniform basis for everyone, without regard to their position within the Company. If an Employee violates
the Company's Code, he or she will be subject to disciplinary action. Supervisors and managers of a disciplined Employee may also
be subject to disciplinary action for their failure to properly oversee an Employee's conduct, or for retaliation against an Employee
who reports a violation(s).


 


The response will depend
upon a number of factors including whether the improper behavior involved illegal conduct. Disciplinary action may include, but
is not limited to, reprimands and warnings, probation, suspension, demotion, reassignment, reduction in salary or immediate termination.
Employees should be aware that certain actions and omission prohibited by the Code might be crimes that could lead to individual
criminal prosecution and, upon conviction, to fines and imprisonment.


 


		10.	Waivers



 


Employees should understand
that waivers or exceptions to our Code will be granted only in advance and only under exceptional circumstances. A waiver of this
Code for any executive officer or director may be made only the Board of Directors or a committee of the Board and must be promptly
disclosed to shareholders in accordance with applicable law.`