**Exhibit 12.1**

 

**CODE OF ETHICS FOR SENIOR MANAGEMENT**

 

Policy Statement:

 

SkyPostal Networks, Inc. (the “Company”) is committed toconducting our business in accordance with applicable laws, rules andregulations and the highest standards of business ethics, and to full andaccurate financial disclosure in compliance with applicable law.  This Code of Ethics applies to the Company’sChief Executive Officer, President, Principal Accounting Officer, ChiefFinancial Officer, Chief Operating Officer, Chief Administrative Officer,Treasurer, Controller and all other officers together with all directors of theCompany (collectively, “Senior Management” or individually, “Senior Manager”)and sets forth specific policies to guide us in the performance of our duties.

 

As Senior Management, we must comply with applicable law.  We must engage in and promote honest andethical conduct and abide by the Code of Ethics and other Company policies andprocedures that govern the conduct of our business.  Our leadership responsibilities includecreating a culture of high ethical standards and commitment to compliance,maintaining a work environment that encourages employees to raise concerns andpromptly addressing employee compliance concerns.

 

Compliance with Laws and Regulations:

 

We are required to comply with the laws, rules and regulationsthat govern the conduct of our business and report any suspected violations inaccordance with the section below entitled “Compliance with Code of Ethics.”

 

The Company operates in the eastern United States of America.  What is appropriate in some parts of theworld may be entirely inappropriate in others. We shall abide by the laws, regulations and generally accepted businesspractices of the states in which we conduct business.  If there is a conflict between local laws andbusiness practices and any other law applicable to the conduct of the Company’sbusiness, we shall comply with the local laws and business practices; provided,that, in no event can our actions constitute a violation of a federal law ofthe United States of America.

 

If any of us have any questions regarding proper conduct, we shallconsul with the Company’s Chief Executive Officer or legal counsel designatedby the Chief Executive Officer or Chief Administrative Officer before takingany action.

 

Conflicts of Interest:

 

No Senior Management shall make any investment, accept any position orbenefits, participate in any transaction or business arrangement or otherwiseact in a manner 

 

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that creates or appears to create a conflict of interest unless theSenior Manager makes full disclosure of all facts and circumstances to, andobtains the prior written approval of the Chairman of the Governance Committee.

 

Disclosures:

 

It is Company policy to make full, fair, accurate, timely andunderstandable disclosure in compliance with all applicable laws andregulations in all reports and documents that the Company files with, orsubmits to, the Securities and Exchange Commission and all other governmental,quasi-governmental and self-regulatory bodies and in all other publiccommunications made by the Company.  AsSenior Management, we are required to promote compliance with this policy byall employees and to abide by Company standards, policies and proceduresdesigned to promote compliance with this policy.

 

Compliance with Code of Ethics:

 

If we know of or suspect a violation of applicable laws, rules orregulations or this Code of Ethics, we shall immediately report thatinformation to the Chief Executive Officer or any member of the Board ofDirectors.  No one will be subject toretaliation because of a good faith report of a suspected violation.  Violations of this Code of Ethics may resultin disciplinary action, up to and including discharge.  The Board of Directors shall determine, orshall designate appropriate persons to determine, appropriate action inresponse to violations of this Code.

 

Waivers of Code of Ethics:

 

If any member of Senior Management seeks a waiver of the Code ofEthics, he/she must make full disclosure of their particular circumstances tothe Chairman of the Governance Committee. Amendments to and waivers of this Code of Ethics will be publiclydisclosed as required by applicable law and regulations.

 

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