FINANCIAL CODE OF ETHICS

As a public company, it is of critical importance that THE HAVANA REPUBLIC, INC.
(HVNR)  filings  with the  Securities  and Exchange  Commission  be accurate and
timely.  Depending on their position with HVNR,  employees may be called upon to
provide information to assure that HVNR's public reports are complete, fair, and
understandable.  HVNR expects all of its  employees to take this  responsibility
seriously  and to provide  prompt and accurate  answers to inquiries  related to
HVNR's public disclosure requirements.

HVNR's Finance Department bears a special responsibility for promoting integrity
throughout HVNR, with  responsibilities  to stakeholders both inside and outside
of HVNR. The Chief Executive  Officer (CEO),  Chief Financial Officer (CFO), and
Finance  Department  personnel  have  a  special  role  both  to  adhere  to the
principles of integrity and also to ensure that a culture exists throughout HVNR
as a whole  that  ensures  the fair and  timely  reporting  of HVNR's  financial
results and  conditions.  Because of this special  role,  the CEO,  CFO, and all
members  of HVNR's  Finance  Department  are bound by HVNR's  Financial  Code of
Ethics,  and by accepting  the Financial  Code of Ethics,  each agrees that they
will:

- Act with  honesty and  integrity,  avoiding  actual or apparent  conflicts  of
interest in personal and professional relationships.

- Provide information that is accurate,  complete,  objective,  relevant, timely
and  understandable to ensure full, fair,  accurate,  timely, and understandable
disclosure  in the reports and  documents  that HVNR files with,  or submits to,
government agencies and in other public communications.

- Comply with the rules and regulations of federal, state and local governments,
and other appropriate private and public regulatory agencies.

- Act in good  faith,  responsibly,  with due care,  competence  and  diligence,
without misrepresenting material facts or allowing one's independent judgment to
be subordinated.

- Respect the  confidentiality  of  information  acquired in the course of one's
work,  except when  authorized  or  otherwise  legally  obligated  to  disclose.
Confidential  information  acquired in the course of one's work will not be used
for personal advantage.

- Share job knowledge and maintain skills important and relevant to stakeholders
needs.

-  Proactively  promote and be an example of ethical  behavior as a  responsible
partner among peers, in the work environment and in the community.

- Achieve  responsible  use of, and control over,  all HVNR assets and resources
employed by, or entrusted to yourself, and your department.

- Receive the full and active support and  cooperation of HVNR's  Officers,  Sr.
Staff, and all employees in the adherence to this Financial Code of Ethics.

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- Promptly  report to the CEO or CFO any conduct  believed to be in violation of
law or business  ethics or in violation of any provision of this Code of Ethics,
including any transaction or relationship  that reasonably  could be expected to
give rise to such a conflict. Further, to promptly report to the Chair of HVNR's
Audit  Committee  such  conduct  if by the CEO or CFO or if they fail to correct
such conduct by others in a reasonable period of time.