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ITEM 16B. CODE OF ETHICS

The Board has adopted a Code of Conduct and Ethics that applies to the Company’s directors, officers and employees. A copy of the Code of Conduct and Ethics is incorporated by reference as Exhibit 11.1 to this annual report. Printed copies of our Code of Ethics may be obtained, without charge, by contacting the Corporate Secretary, Zeta Network Group, located at 14 Wall Street, 20th Floor, New York, NY 10005.

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