**TYPHOON ENTERPRISES INC.**

(the            “Company”)

 

**Code of Ethics and Business Conduct**

**For Directors, Senior Officers and Employees of the            Company**

**(the “Code”)**

This Code applies to the Chief Executive Officer, President, Chief            Financial Officer, Principal Executive Officer, Principal Financial Officer, Principal            Accounting Officer, Controller and persons performing similar functions (collectively,            the “Senior Officers”) along with all directors and employees within the            Company (the Senior Officers, directors and employees are hereinafter collectively            referred to as the “Employees”). This Code covers a wide range of business            practices and procedures. It does not cover every issue that may arise, but it sets out            basic principles to guide all Employees of the Company. All Employees should conduct            themselves accordingly and seek to avoid the appearance of improper behaviour in any            way relating to the Company.

Any            Employee who has any questions about the Code should consult with the Chief Executive            Officer, the President, the Company’s board of directors (the            “Board”) or the Company’s audit committee (the “Audit            Committee”).

The            Company has adopted the Code for the purpose of promoting:
|   | **•** | honest and ethical conduct, including the ethical handling                        of actual or apparent conflicts of interest between personal and                        professional relationships; |
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|   | **•** | full, fair, accurate, timely and understandable disclosure                        in all reports and documents that the Company files with, or submits to,                        the Securities and Exchange Commission (“SEC”) and in other                        public communications made by the Company that are within the Senior                        Officer’s area of responsibility; |
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|   | **•** | compliance with applicable governmental laws, rules and                        regulations; |
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|   | **•** | the prompt internal reporting of violations of the Code;                        and |
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|   | **•** | accountability for adherence to the Code. |
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**HONEST AND ETHICAL CONDUCT**

Each Senior Officer and member of the Board owes a duty to the Company            to act with integrity. Integrity requires, among other things, being honest and candid.            Employees must adhere to a high standard of business ethics and are expected to make            decisions and take actions based on the best interests of the Company, as a whole, and            not based on personal relationships or benefits. Generally, a “conflict of            interest” occurs when an Employee’s personal interests is, or appears to            be, inconsistent with, interferes with or is opposed to the best interests of the            Company or gives the appearance of impropriety.

 

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Business decisions and actions must be made in the best interests of the            Company and should not be influenced by personal considerations or relationships.            Relationships with the Company’s stakeholders - for example suppliers,            competitors and customers - should not in any way affect an Employee’s            responsibility and accountability to the Company. Conflicts of interest can arise when            an Employee or a member of his or her family receive improper gifts, entertainment or            benefits as a result of his or her position in the Company.

Specifically, each Employee must:
|   | 1. | act with integrity, including being honest and candid while                        still maintaining the confidentiality of information when required or                        consistent with the Company’s policies; |
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|   | 2. | avoid violations of the Code, including actual or apparent                        conflicts of interest with the Company in personal and professional                        relationships; |
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|   | 3. | disclose to the Board or the Audit Committee any material                        transaction or relationship that could reasonably be expected to give rise                        to a breach of the Code, including actual or apparent conflicts of interest                        with the Company; |
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|   | 4. | obtain approval from the Board or Audit Committee before                        making any decisions or taking any action that could reasonably be expected                        to involve a conflict of interest or the appearance of a conflict of                        interest; |
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|   | 5. | observe both the form and spirit of laws and governmental                        rules and regulations, accounting standards and Company                        policies; |
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|   | 6. | maintain a high standard of accuracy and completeness in the                        Company’s financial records; |
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|   | 7. | ensure full, fair, timely, accurate and understandable                        disclosure in the Company’s periodic reports; |
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|   | 8. | report any violations of the Code to the Board or Audit                        Committee; |
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|   | 9. | proactively promote ethical behaviour among peers in his or                        her work environment; and |
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|   | 10. | maintain the skills appropriate and necessary for the                        performance of his or her duties. |
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**DISCLOSURE OF COMPANY INFORMATION**

As            a result of the Company’s status as a public company, it is required to file            periodic and other reports with the SEC. The Company takes its public disclosure            responsibility seriously to ensure that these reports furnish the marketplace with            full, fair, accurate, timely and understandable disclosure regarding the financial and            business condition of the Company. All disclosures contained in reports and documents            filed with or submitted to the SEC, or other government

 

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agencies, on behalf of the Company or contained in other public            communications made by the Company must be complete and correct in all material            respects and understandable to the intended recipient.

The            Senior Officers, in relation to his or her area of responsibility, must be committed to            providing timely, consistent and accurate information, in compliance with all legal and            regulatory requirements. It is imperative that this disclosure be accomplished            consistently during both good times and bad and that all parties in the marketplace            have equal or similar access to this information.

All            of the Company’s books, records, accounts and financial statements must be            maintained in reasonable detail, must appropriately reflect the Company’s            transactions, and must conform both to applicable legal requirements and to the            Company’s system of internal controls. Unrecorded or “off the book”            funds, assets or liabilities should not be maintained unless permitted by applicable            law or regulation. Senior Officers involved in the preparation of the Company’s            financial statements must prepare those statements in accordance with generally            accepted accounting principles, consistently applied, and any other applicable            accounting standards and rules so that the financial statements materially, fairly and            completely reflect the business transactions and financial statements and related            condition of the Company. Further, it is important that financial statements and            related disclosures be free of material errors.

Specifically, each Senior Officer must:
|   | 1. | familiarize himself or herself with the disclosure                        requirements generally applicable to the Company; |
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|   | 2. | not knowingly misrepresent, or cause others to misrepresent,                        facts about the Company to others, including the Company’s                        independent auditors, governmental regulators, self-regulating                        organizations and other governmental officials; |
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|   | 3. | to the extent that he or she participates in the creation of                        the Company’s books and records, promote the accuracy, fairness and                        timeliness of those records; and |
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|   | 4. | in relation to his or her area of responsibility, properly                        review and critically analyse proposed disclosure for accuracy and                        completeness. |
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**CONFIDENTIAL INFORMATION**

Employees must maintain the confidentiality of confidential information            entrusted to them by the Company of its customers, suppliers, joint venture partners,            or others with whom the Company is considering a business or other transaction except            when disclosure is authorized by an executive officer or required or mandated by laws            or regulations. Confidential information includes all non-public information that might            be useful or helpful to competitors or harmful to the Company or its customers or            suppliers, if disclosed. It also includes information that suppliers, customers and            other parties have entrusted to the Company. The obligation to preserve confidential            information continues even after employment ends.

 

 

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Records            containing personal data about employees or private information about customers and            their employees are confidential. They are to be carefully safeguarded, kept current,            relevant and accurate. They should be disclosed only to authorized personnel or as            required by law.

All            inquiries regarding the Company from non-employees, such as financial analysts and            journalists, should be directed to the Board or the Audit Committee. The            Company’s policy is to cooperate with every reasonable request of government            investigators for information. At the same time, the Company is entitled to all the            safeguards provided by law for the benefit of persons under investigation or accused of            wrongdoing, including legal representation. If a representative of any government or            government agency seeks an interview or requests access to data or documents for the            purposes of an investigation, the Employee should refer the representative to the Board            or the Audit Committee. Employees also should preserve all materials, including            documents and e-mails that might relate to any pending or reasonably possible            investigation.

**COMPLIANCE WITH LAWS**

The            Employees must respect and obey all applicable foreign, federal, state and local laws,            rules and regulations applicable to the business and operations of the            Company.

Employees who have access to, or knowledge of, material nonpublic            information from or about the Company are prohibited from buying, selling or otherwise            trading in the Company’s stock or other securities. “Material            nonpublic” information includes any information, positive or negative, that has            not yet been made available or disclosed to the public and that might be of            significance to an investor, as part of the total mix of information, in deciding            whether to buy or sell stock or other securities.

Employees also are prohibited from giving “tips” on material            nonpublic information, that is directly or indirectly disclosing such information to            any other person, including family members, other relatives and friends, so that they            may trade in the Company’s stock or other securities.

Furthermore, if, during the course of an Employee’s service with            the Company, he or she acquires material nonpublic information about another company,            such as one of our customers or suppliers, or you learn that the Company is planning a            major transaction with another company (such as an acquisition), the Employee is            restricted from trading in the securities of the other company.

**REPORTING ACTUAL AND POTENTIAL VIOLATIONS OF THE CODE AND            ACCOUNTABILITY FOR COMPLIANCE WITH THE CODE**

The            Company, through the Board or the Audit Committee, is responsible for applying this            Code to specific situations in which questions may arise and has the authority to            interpret this Code in any particular situation. This Code is not intended to provide a            comprehensive guideline for Senior Officers in relation to their business activities            with the Company. Any Employee may seek clarification on the application of this Code            from the Board or the Audit Committee.

 

 

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Each            Employee must:
|   | 1. | notify the Company of any existing or potential violation of                        this Code, and failure to do so is itself a breach of the Code;                        and |
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|   | 2. | not retaliate, directly or indirectly, or encourage others                        to do so, against any Employee for reports, made in good faith, of any                        misconduct or violations of the Code solely because that Employee raised a                        legitimate ethical issue. |
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The            Board or the Audit Committee will take all action it considers appropriate to            investigate any breach of the Code reported to it. All Employees are required to            cooperate fully with any such investigations and to provide truthful and accurate            information. If the Board or the Audit Committee determines that a breach has occurred,            it will take or authorize disciplinary or preventative action as it deems appropriate,            after consultation with the Company’s counsel if warranted, up to and including            termination of employment. Where appropriate, the Company will not limit itself to            disciplinary action but may pursue legal action against the offending Employee            involved.  In some cases, the Company may have a legal or ethical obligation to            call violations to the attention of appropriate enforcement authorities.

Compliance with the Code may be monitored by audits performed by the            Board, Audit Committee, the Company’s counsel and/or by the Company’s            outside auditors.  All Employees are required to cooperate fully with any such            audits and to provide truthful and accurate information.

Any            waiver of this Code for any Employee may be made only by the Board or the Audit            Committee and will be promptly disclosed to stockholders and others, as required by            applicable law.  The Company must disclose changes to and waivers of the Code in            accordance with applicable law.