CODE OF ETHICS POLICY The Board of Directors of SMA Alliance Inc. (the "Company") has adopted this Code of Ethics (this "Code") for its directors, officers and other employees (individually, "SMA Alliance, Inc. Party" and collectively, "SMA Alliance, Inc. Parties"). As used herein, the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions are sometimes also referred to as the "Senior Financial Officers". This Code has been reasonably designed to deter wrongdoing and to promote: Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company; Compliance with applicable governmental laws, rules and regulations; The prompt internal reporting to an appropriate person or persons identified in this Code of violations of this Code; and Accountability for adherence to this Code. I. HONEST AND ETHICAL CONDUCT Company's parties are expected to act and perform their duties ethically and honestly and with the utmost integrity. Honest conduct is considered to be conduct that is free from fraud or deception. Ethical conduct is considered to be conduct conforming to accepted professional standards of conduct. Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships as discussed in below. II. CONFLICTS OF INTEREST A conflict of interest exists where the interests or benefits of one person or entity conflict or appear to conflict with the interests or benefits of the Company. While it is not possible to describe every situation in which a conflict of interest may arise, SMA Alliance, Inc. Parties must never use or attempt to use their position with the Company to obtain improper personal benefits. Any SMA Alliance, Inc. Party who is aware of a conflict of interest, or is concerned that a conflict might develop, is required to discuss the matter with a higher level of management or the General Counsel promptly. Senior Financial Officers may, in addition to speaking with the General Counsel, also discuss the matter with the Audit Committee. III. DISCLOSURE Senior Financial Officers are responsible for ensuring that the disclosure in the Company's periodic reports is full, fair, accurate, timely and understandable. In doing so, Senior Financial Officers shall take such action as is reasonably appropriate to (i) establish and comply with disclosure controls and procedures and accounting and financial controls that are designed to ensure that material information relating to the Company is made known to them; (ii) confirm that the Company's periodic reports comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (iii) ensure that information contained in the Company's periodic reports fairly presents in all material respects the financial condition and results of operations of the Company. Senior Financial Officers will not knowingly (i) make, or permit or direct another to make, materially false or misleading entries in the Company's, or any of its subsidiary's, financial statements or records; (ii) fail to correct materially false and misleading financial statements or records; (iii) sign, or permit another to sign, a document containing materially false and misleading information; or (iv) falsely respond, or fail to respond, to specific inquiries of the Company's independent auditor or outside legal counsel. IV. COMPLIANCE It is the Company's policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each SMA Alliance, Inc. Party to adhere to the standards and restrictions imposed by those laws, rules and regulations, and in particular, those relating to accounting and auditing matters. Any SMA Alliance, Inc. Party who is unsure whether a situation violates any applicable law, rule, regulation or Company policy should discuss the situation with the General Counsel. V. INTERNAL REPORTING SMA Alliance, Inc. Parties shall take all appropriate action to stop any known misconduct by fellow SMA Alliance, Inc. Parties that violate this Code. To this end, SMA Alliance, Inc. Parties shall report any known or suspected misconduct to the General Counsel or, in the case of misconduct by a Senior Financial Officer, also to the Chair of the Company's Audit Committee. In addition, SMA Alliance, Inc. Parties are encouraged to use the Company's confidential internal reporting system to report breaches of this Code. Information concerning the Company's confidential internal reporting system can be located on the Company's Intranet. The Company will not retaliate or allow retaliation for reports made in good faith. VI. ACCOUNTABILITY Any violation of this Code may result in disciplinary action, including termination, and if warranted, legal proceedings. This Code is a statement of certain fundamental principles, policies and procedures that govern the SMA Alliance, Inc. Parties in the conduct of the Company's business. It is not intended to and does not create any rights in any employee, customer, supplier, competitor, shareholder or any other person or entity. The General Counsel and/or the Audit Committee will investigate violations and appropriate action will be taken in the event of any violation of this Code. VII. WAIVERS AND AMENDMENTS OF THE CODE The Company is committed to continuously reviewing and updating our policies and procedures. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code must be approved in writing by the Company's Board of Directors and promptly disclosed pursuant to applicable laws and regulations. Any waiver or modification of the Code by a Senior Financial Officer will be promptly disclosed to stockholders if and as required by law or the rules of the stock exchange or over the counter trading system on which SMA Alliance, Inc.'s stock is traded or quoted. The Audit Committee (the “Committee”) is appointed by the Board to assist the Board in 1) oversight in the integrity of the Company’s quarterly and annual financial statements, the Company’s financial accounting principles and policies, the independent auditor’s independence, qualifications and performance, the performance of the Company’s internal audit function, the Company’s compliance with legal and regulatory requirements, the effectiveness of the Company’s internal controls, the Company’s policies, practices and compliance regarding its Guide to Business Conduct, the identification and management of the Company’s financial risks and 2) approve the report required by the rules of the Securities and Exchange Commission (“SEC”) to be included in the Company’s annual proxy statement. INTERNAL CONTROLS Subject to applicable provisions of Florida law, the Audit Committee shall have the ultimate authority and responsibility to meet periodically with management to review and discuss the Company’s risk exposures and the steps management has taken to monitor and control such exposures, periodically review the adequacy and effectiveness of the Company’s disclosure controls and procedures and the Company’s internal controls over financial reporting, including any material weaknesses, significant deficiencies and significant changes in internal controls. In addition, the Audit Committee shall assess annually the Audit Committee’s performance and the adequacy of this Charter.

Forward Looking Statement:


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: This website includes various"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represent the Company’s expectations or beliefs concerning future events. Statements containing expressions such as “believes,”“anticipates,” “intends,” or “expects,” used in the Company's press releases and in Disclosure Statements and Reports filed with the Over The Counter Markets through the OTC Disclosure and News Service are intended to identify forward-looking statements. All forward-looking statements involve risks and uncertainties. Although the Company believes its expectations are based upon reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurances that actual results will not differ materially from expected results. The Company cautions that these and similar statements included in this report are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Company undertakes no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof.


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