Code of Ethics

The reputation of HelioLiving ("HelioLiving" or the "Company") is built upon basic principles of ethical behavior, individual integrity and personal commitment. This reputation can be retained only if all HelioLiving officers, directors and employees establish and adhere to the highest moral and ethical standards in the conduct of HelioLiving business. This Code of Ethics and Standards of Business Conduct (the "Code of Ethics and Standards of Business Conduct") governs the work behavior and business relationships of all HelioLiving officers, directors and employees with customers, competitors, governmental officials, the media, vendors, communities, the general public and fellow officers, directors and employees. The purpose of this Code of Ethics and Standards of Business Conduct is to advise you of HealioHealth policies regarding business ethics and standards of conduct and to otherwise assist officers, directors and employees in making decisions on behalf of HelioLiving and in avoiding conflicts of interest. Unless otherwise indicated, any questions regarding this Code of Ethics and Standards of Business Conduct should be directed to your Department Manager, a corporate officer of HelioLiving or the Director of Human Resources and in the case of officers and directors, the General Counsel. Officers, directors and employees are encouraged to discuss with the Chief Executive Officer, General Counsel or any corporate officer any concerns they may have related to the interpretation and application of this Code of Ethics and Standards of Business Conduct. All HelioLiving officers, directors and employees are covered by this Code of Ethics and Standards of Business Conduct. HelioLiving Code of Ethics is stated below, followed by HelioLiving Standards of Conduct.

HelioLiving will conduct its business fairly and in an ethical and proper manner. In conducting its business, integrity must underlie all Company relationships, including those with customers, vendors, competitors, governmental officials, communities, the media, the general public and co-workers. The highest standards of ethical business conduct and full compliance with all applicable laws are required of HelioLiving officers, directors and employees in the performance of their Company responsibilities. Officers, directors and employees will not engage in conduct or activity that may raise questions as to the Company's honesty, impartiality or reputation. In order to preserve and perpetuate the reputation and successful business operation of HelioLiving, there should be careful observance of all applicable laws, rules and regulations, as well as scrupulous regard for high standards of conduct and personal integrity. While it is not possible to describe every illegal or improper act or practice, HelioLiving deems the following standards of conduct to be particularly important.

I. BUSINESS CONDUCT
1. Gifts and Entertainment. Gifts, favors, entertainment, or services of any kind may not be provided by or on behalf of HelioLiving to a customer, supplier, government employee or other person or organization, unless all of the following criteria are met:
1. it is reasonable and not excessive;
2. it cannot, in the surrounding circumstances, be reasonably construed as a bribe, payoff or kickback;
3. public disclosure of it would not embarrass HelioLiving;
4. the item is consistent with the normal and accepted business ethics of the country in which it is provided (see Foreign Corrupt Practices Act); and 5. it does not violate the laws of the United States or the country in which it is provided.
Except as stated below, in no circumstances may gifts be made of cash or cash equivalents (such as stock certificates or bonds). Gift certificates, promotional codes and discount codes, however, may be given if they are reasonable, comply with the above criteria and are properly documented.
2. Payments to Customers or Vendors. No effort may be made, directly or indirectly, to influence improperly a HelioLiving customer or supplier. The payment of bribes, payoffs, kickbacks or other benefits that may improperly influence business relationships between HealioHealth and its customers or suppliers is prohibited. Such conduct is illegal and may violate state and federal criminal laws. Notwithstanding the foregoing, HelioLiving may credit customer accounts when necessary to accommodate customers for missing goods, late shipments, or other business reasons so long as it is done fairly and in accordance with the Company's standards of business conduct.
3. Political Contributions. No corporate funds, merchandise or service may be paid or furnished, directly or indirectly, to a political party, committee, organization or to a political candidate or incumbent, except if legally permissible and if approved in advance in writing by the Chairman of the Board and Chief Executive Officer of the Company. No political contributions by individual employees may be made in the name of HelioLiving or be reimbursed by it, directly or indirectly.
4. Payments to Government Officials or Employees. Corporate funds or other assets may not be paid or furnished, directly or indirectly, to a government official, government employee or politician for the purpose of obtaining or maintaining business on behalf of HelioLiving. Such conduct is illegal and may violate state and federal criminal laws. Assistance or entertainment provided to any government office should never, in form or substance, compromise the Company's arm-length business relationship with the government agency or official involved.
5. Accounting Procedures and Documentation. All transactions must be accurately recorded in a timely manner on HelioLiving books and records. The recording and reporting of transactions and financial balances will be in accordance with generally accepted accounting principles ("GAAP"). No unrecorded bank accounts, corporate funds or assets may be maintained. No entry may intentionally distort or disguise the true nature of any transaction. Corporate funds may not be paid with the intent or understanding that any part of such payment is to be used for a purpose other than that described by the documents supporting such payment. To the extent included in their job duties, officers and employees are expected to assist HelioLiving in maintaining its system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded.
6. Compliance with Laws, Rules and Regulations. The policy of the Company requires compliance with all laws, rules and regulations applicable in the country, state and local jurisdiction where Company business is conducted. An officer, director or employee must not take any action on behalf of the Company that such officer director or employee knows or reasonably should have known violates the letter or spirit of any law, rule or regulation.

II. SPECIAL ETHICS OBLIGATIONS FOR EMPLOYEES WITH FINANCIAL REPORTING RESPONSIBILITIES
The policy of the Company requires the Company's Senior Financial Officers, i.e., the Chief Executive Officer, Chief Financial Officer, the Chief Accounting Officer, Controller or persons performing similar roles to provide full, fair and accurate, timely and understandable disclosure in the reports and documents filed or submitted by HelioLiving to the Securities and Exchange Commission (the "SEC") and in other public communications made by HelioLiving. To meet this standard, this Code of Ethics and Standards of Business Conduct also requires directors, officers and employees to comply with the disclosure controls and procedures that the Company has established, as they may be amended from time to time. These procedures are intended to ensure, among other things, that all necessary disclosures are made in the Company's periodic quarterly and annual reports filed with the SEC, and that any other material disclosures are made consistent with the SEC's Form 8-K rules. Depending on their position with HelioLiving, employees may be called upon to provide information to assure that HelioLiving public reports are complete, fair and understandable. HelioLiving expects all of its personnel to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company's public disclosure requirements. The Senior Financial Officers bear a special responsibility for promoting integrity throughout the organization, with responsibilities to shareholders both inside and outside of HelioLiving. The Senior Financial Officers have a special role both to adhere to these principles themselves and also to ensure that a culture exists throughout the company as a whole that ensures the fair and timely reporting of HelioLiving financial results and condition.

Because of this special role, the Senior Financial Officers are bound by the following Financial Officer Code of Ethics, and by accepting this Code of Ethics and Standards of Business Conduct , each agrees that he or she 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 reports and documents that HealioHealth files with, or submits to, government agencies and in other public communications;
* Comply with rules and regulations of federal, state, provincial 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;v * 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 knowledge and maintain skills important and relevant to shareholder's needs
* Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and the community;
* Achieve responsible use of and control over all assets and resources employed or entrusted; and
* Promptly report to the Company's General Counsel and/or the Chairman of the Audit Committee any conduct that the individual believes to be a violation of law or business ethics or of any provision of the Code of Ethics and Standards of Business Conduct, including any transaction or relationship that reasonably could be expected to give rise to such a conflict.

III. CONFLICT OF INTEREST
The Company's officers, directors and employees have an obligation to be loyal to the best interests of the Company. They should take all reasonable efforts to identify actual or potential conflicts of interest between Company interests and their personal or professional relationships and to bring such conflicts to the attention of the General Counsel. They should adhere to any conflict of interest policies as established from time to time by the Company's Audit Committee. Members of HelioLiving Board of Directors (the "Board") have a special responsibility because our Directors are prominent individuals with substantial other responsibilities. To avoid conflicts of interest, Directors are expected to disclose to their fellow Directors any personal interest they may have in a transaction upon which the Board passes and to recuse themselves from participation in any decision in which there is a conflict between their personal interests and the interest of HelioLiving.

IV. IMPLEMENTATION AND MONITORING
All Department Managers shall, within their areas of responsibility, be responsible for explanation of this Code of Ethics and Standards of Business Conduct so as to assure employee knowledge and compliance. Department Managers are also responsible for enforcement of this Code of Ethics and Standards of Business Conduct within their area of responsibility.

In order to ensure that violations of this Code of Ethics and Standards of Business Conduct do not result in harm to the Company or its employees, it is essential that management of the Company be aware of such violations. Therefore, employees are encouraged to discuss with their Department Manager or any Company corporate officer any concerns they may have related to the interpretation and application of this Code of Ethics and Standards of Business Conduct Code of Ethics and Standards of Business Conduct. Any actual or contemplated conduct that an officer, director or employee discovers and which he or she reasonably believes may constitute a violation of this Code of Ethics and Standards of Business Conduct must be promptly reported to a Department Manager or a Company corporate officer, or if necessary, the Company's Chief Executive Officer or Chairman. HealioHealth will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith.

If HelioLiving receives information regarding an alleged violation of this Code of Ethics and Standards of Business Conduct, then the General Counsel shall:
(1) evaluate such information as to gravity and credibility;
(2) if necessary, initiate an informal inquiry or a formal investigation with respect thereto;
(3) if appropriate, prepare a written report of the results of such inquiry or investigation, including recommendations as to the disposition of such matter;
(4) if appropriate, make the results of such inquiry or investigation available to the public (including disciplinary action);
(5) if appropriate, recommend changes to this Code of Ethics and Standards of Business Conduct that the General Counsel deems necessary or desirable to prevent similar violations of this Code of Ethics and Standards of Business Conduct and
(6) if such a violation relates to conduct by an officer or director, advise the Chairman of the Audit Committee or the Nominating Committee who may determine to oversee any such informal inquiry or formal investigation.

The General Counsel will have primary authority and responsibility for the enforcement of this Code of Ethics and Standards of Business Conduct, subject to the supervision of the Board or a committee of the Board that it may designate, or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee, and HelioLiving will devote the necessary resources to enable the General Counsel to establish such procedures as may be reasonably necessary to create a culture of accountability and facilitate compliance with this Code of Ethics and Standards of Business Conduct.

V. ENFORCEMENT
Violation of this Code of Ethics and Standards of Business Conduct may result in disciplinary action, including counseling, oral or written reprimands, warnings, probations or suspensions (with or without pay), demotions, reductions in salary, terminations of employment, and restitution. Legal proceedings may also be commenced, if necessary, to recover the amount of any improper expenditures, any profits realized by the offending officer, director or employee, and any financial detriment sustained by HelioLiving. In appropriate circumstances, violations of this Code of Ethics and Standards of Business Conduct will be reported to the applicable authority.

VI. WAIVERS AND AMENDMENTS
Any waivers of the provisions in this Code of Ethics and Standards of Business Conduct with respect to senior financial officers, executive officers or directors may only be granted by the Board of Directors. Any amendment or waiver of this Code of Ethics and Standards of Business Conduct that applies to the Company's principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions or the Company's directors shall, if required under SEC rules, be disclosed in a Form 8-K filed by the Company, or posted on the Company's Internet website, within five business days of such amendment or waiver.

VII. GENERAL
This Code of Ethics and Standards of Business Conduct is a corporate statement of policy, the contents of which may be modified, substituted or altered at any time by the Company. This Code of Ethics and Standards of Business Conduct is not intended to create a contract of employment or to alter the employment relationship that exists between officers or employees and the Company.