Company Overview

Corporate Merchant Solutions Inc. is a provider of secured electronic payment processing of credit cards, debit cards, ecommerce and electronic check processing. Whether you are a small home based business or a national retail chain we can securely processes all forms of electronic payments. Located in Orlando, Florida the tourist capital of the world the Company has extensive dealing with both pay at the table for restaurants to unique processing requirements for resorts.

Company Strategy

The Company is focused on expanding market share throughout the United States by increasing its internet presences and strengthening and expanding its Independent Sales Organizations (ISO’s) sales channel. The Company offers “Cutting Edge” products and services in addition to best in industry 24/7 customer support. In addition the Company is developing an acquisitions strategy for the future.

Corporate Governance

Corporate Merchant Solutions’ Board of Directors is committed to a sound corporate governance policies and practices. The Company is building and creating a culture where commitment to excellence is accomplished by adhering to the highest ethical standards. These policies and guidelines will provide an overall effective corporate governance framework that reflects Corporate Merchant Solutions core value.

CODE OF ETHICS
for
CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS
of
CORPORATE MERCHANT SOLUTIONS, INC.

The attitude and actions of the Chief Executive Officer and Senior Financial Officers of Corporate Merchant Solutions, Inc. (the “Company”) are crucial for maintaining the Company’s commitment to (i) honest and ethical conduct, (ii) full, fair, accurate, timely and understandable disclosure in the Company’s public reports and communications, and (iii) compliance with applicable governmental laws, rules and regulations. Accordingly, the Company’s Board of Directors has developed and adopted this Code of Ethics applicable to its CEO, CFO, and any Senior Officer with the goal of promoting the highest moral, legal and ethical standards and conduct within the Company.

Honest and Ethical Conduct

While the Company expects honest and ethical conduct in all aspects of the Company’s business from all employees, the Company expects the highest possible honest and ethical conduct and integrity from the Chief Executive Officer and Senior Officers. These Officers must set an example for the Company’s employees, and the Company expects these officers to foster a culture of transparency, integrity and honesty. Integrity requires adherence to both the form and the spirit of technical and ethical accounting standards and principles.

Conflicts of Interest

Service to the Company should never be subordinated to personal gain and advantage. If any of the Officers becomes aware that he or she is in a situation that presents an actual or apparent conflict of interest (i.e., any situation where that individual’s private interest or personal gain interferes or appears to interfere with the interests of the Company), or is concerned that an actual or apparent conflict of interest might develop, he or she is required to discuss the matter with the Chairman of the Audit Committee for the purpose of developing a means for the ethical handling of that situation.

Disclosure

The Chief Executive Officer and Senior Officers, among others, have a supervisory role with respect to the preparation of the Company’s reports and documents filed with or submitted to the Securities and Exchange Commission (the “SEC”) and the Company’s other public communications and are responsible for taking all steps reasonably necessary to cause the disclosure in these reports, documents and other communications to be full, fair, accurate, timely and understandable. Adequate supervision includes closely reviewing and critically analyzing the financial information to be disclosed, ensuring that proper accounting controls have been applied, that transactions are properly authorized and recorded, and that relevant records have Code of Ethics for the Chief Executive Officer and Senior Financial Officers have been properly retained. Full, fair and accurate disclosure includes the full reporting of facts, professional judgments and opinions, whether favorable or unfavorable. Each of the Senior Officers shall promptly bring to the attention of the Audit Committee any information he or she may have concerning (i) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data, or (ii) any fraud, whether or not material, or any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosure or internal controls. In the performance of their duties, the Senior Officers are prohibited from knowingly misrepresenting facts. The Chief Executive Officer, or any Senior Officer will be considered to have knowingly misrepresented facts if he or she knowingly (i) makes, or permits or directs another to make, materially false or misleading entries in financial statements or records; (ii) fails to correct materially false and misleading financial statements or records; (iii) signs, or permits another to sign, a document containing materially false and misleading information; or (iv) falsely responds, or fails to respond, to specific inquires of the Company’s external auditors. The CEO, CFO, and Senior Officers are prohibited from directly or indirectly taking any action to interfere with, fraudulently influence, coerce, manipulate or mislead the Company’s independent public auditors in the course of any audit of the Company’s financial statements or accounting books and records.

Compliance with Law

It is the Company’s policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of the CEO, CFO, or any Senior Officer to adhere to the standards and restrictions imposed by those laws, rules and regulations, and in particular, those relating to accounting and auditing matters. Each of the CEO, CFO, or Senior Officer shall promptly bring to the attention of the General Counsel and to the Audit Committee any information he or she may have concerning evidence of a material violation of securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of a violation of the Company’s Code of Business Conduct and Ethics or this Code of Ethics.

Accountability

The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code of Ethics by the CEO, CFO, or Senior Officers with the goal of deterring wrongdoing and promoting accountability for adherence to this Code of Ethics. Actions may include written notice, censure, demotion or reassignment, suspension with or without pay or benefits and termination of employment. Violations of this Code of Ethics may also constitute violations of law and may result in civil and criminal penalties for the violator, the violator’s supervisors and the Company.

COMPLIANCE CERTIFICATE

I have read and understand Corporate Merchant Solutions, Inc.’s Code of Ethics (the “Code”). I will adhere in all respects to the ethical standards described in the Code. I further confirm my understanding that any violation of the Code will subject me to appropriate disciplinary action, which may include demotion or discharge.

I certify to Corporate Merchant Solutions, Inc. that I am not in violation of the Code, unless I have noted such violation in a signed Statement of Exceptions attached to this Compliance Certificate.

Date:_____________________________________________________________ Name:____________________________________________________________ Title/Position:______________________________________________________

Check one of the following:

A Statement of Exceptions is attached.
No Statement of Exceptions is attached.

CODE OF BUSINESS CONDUCT AND ETHICS
For
DIRECTORS, OFFICERS AND EMPLOYEES
Of
CORPORATE MERCHANT SOLUTIONS, INC.

Corporate Merchants Solutions, Inc. (“CMS”) is committed to the highest standards of legal and ethical business conduct. This Code of Business Conduct and Ethics (the “Code”) summarizes the legal, ethical and regulatory standards that CMS must follow and is a reminder to our directors, officers and employees, of the seriousness of that commitment. Compliance with this Code and high standards of business conduct is mandatory for every CMS employee.

INTRODUCTION

Our business is becoming increasingly complex, both in terms of the products and services we provide and the laws with which we must comply. To help our directors, officers and employees understand what is expected of them and to carry out their responsibilities, we have created this Code of Business Conduct and Ethics. This Code is not intended to be a comprehensive guide to all of our policies or to all your responsibilities under law or regulation. It provides general parameters to help you resolve the ethical and legal issues you encounter in conducting our business. Think of this Code as a guideline, or a minimum requirement, that must always be followed. If you have any questions about anything in the Code or appropriate actions in light of the Code, you may contact CMS’s Director of Operations or the Chairman of the Audit Committee.

We expect each of our directors, officers and employees to read and become familiar with the ethical standards described in this Code and to affirm your agreement to adhere to these standards by signing the Compliance Certificate that appears at the end of this Code. Violations of the law, our corporate policies, or this Code may lead to disciplinary action, including dismissal.

I. We Insist on Honest and Ethical Conduct By All of Our Directors, Officers, Employees and Other Representatives
We are building our business based on excellence in products and services: not only quality products and services for our customers, but also quality employees and representatives who adhere to the very highest standards of honesty, ethics and fairness in our dealings with all of our business contacts. We place the highest value on the integrity of our directors, our officers and our employees and demand this level of integrity in all our dealings. We insist on not only ethical dealings with others, but on the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.