EXHIBIT 14

                              EQUIDYNE CORPORATION

                 CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICERS

                          AND SENIOR FINANCIAL OFFICERS

I.   Introduction

This Code of Ethics (the "Code") is applicable to Equidyne Corporation's
("Equidyne") chief executive officer, chief operating officer, chief financial
officer, principal accounting officer, controller and any person performing
similar functions. References in this Code of Ethics to Equidyne mean Equidyne
or any of its subsidiaries.

While Equidyne and its stockholders expect honest and ethical conduct in all
aspects of our business from all employees, Equidyne and its stockholders expect
the highest possible standards of honest and ethical conduct from you. You are
setting an example for other employees and are expected to foster a culture of
transparency, integrity and honesty. Compliance with this Code and all other
applicable codes of business conduct or ethics adopted by the Board of Directors
of Equidyne is a condition to your employment and any violations will be dealt
with severely.

II.  Conflicts of Interest

Conflicts of interest are strictly prohibited as a matter of Equidyne policy.
You must be scrupulous in avoiding any action or interest that conflicts with,
or gives the appearance of a conflict with Equidyne's interests. A "conflict of
interest" exists whenever an individual's private interests in any way interfere
or conflict with, or appear to interfere or conflict with, the interests of
Equidyne or make, or appear to make, it difficult for the individual to perform
his or her work for Equidyne objectively and effectively. Conflicts of interest
arise when:

o    your personal interests interfere, or appear to interfere, in any way, with
     the interests of Equidyne (for example, you compete with Equidyne;
     therefore, the best policy is to avoid any direct or indirect business
     connection with our customers, suppliers or competitors, except on our
     behalf);

o    you take action for your direct or indirect benefit, or the direct or
     indirect benefit of a third party, in connection with, or as a result of, a
     material transaction that may make it difficult for you or others to
     perform work or make decisions objectively and effectively in Equidyne's
     interest (for example, you cause Equidyne to engage in business
     transactions with a company you control or with friends or relatives);

o    you, or a member of your family, receive improper personal benefits as a
     result of your position in Equidyne (for example, you receive a loan or
     other benefit from a third party to direct Equidyne business to a
     third-party).

Conflicts of interest or material transactions or relationships involving
potential conflicts of interest are prohibited as a matter of Company policy,
except with the prior approval of the Audit Committee of the Board of Directors.
You must not enter into, develop or continue any such material transaction or
relationship without obtaining prior Audit Committee approval. There are other
situations in which conflicts of interest may arise. Conflicts of interests may
not always be clear-cut. If you have questions or concerns regarding a
situation, please contact our Corporate Counsel.

III. Accurate Periodic Reports

As you are aware, full, fair, accurate, timely and understandable disclosure in
the reports and other documents that we file with, or submit to, the SEC and in
our other public communications, such as press releases, earnings conference
calls and industry conferences, is critical for us to maintain our good
reputation, to comply








with our obligations under the securities laws and to meet the expectations of
our stockholders and other members of the investment community. You are to
exercise the highest standard of care in preparing such reports and documents
and other public communications, in accordance with the following guidelines:

o    all accounting records, and the reports produced from such records, must be
     in accordance with all applicable laws and regulations;

o    all accounting records must fairly and accurately reflect the transactions
     or occurrences to which they relate;

o    all accounting records must fairly and accurately reflect in reasonable
     detail Equidyne's assets, liabilities, revenues and expenses;

o    no accounting records may contain any false or intentionally misleading
     entries;

o    no transactions should be intentionally misclassified as to accounts,
     departments or accounting periods;

o    all transactions must be supported by accurate documentation in reasonable
     detail and recorded in the proper account and in the proper accounting
     period;

o    no relevant information should be concealed from the internal auditors or
     the independent auditors; and

o    compliance with Equidyne's system of internal controls is required.

     In meeting such standards for disclosure, you shall at all times strive to
comply with the Company's disclosure obligations and, as necessary,
appropriately consider and balance the need or desirability for confidentiality
with respect to non-public negotiations or other business developments. You are
responsible for establishing effective disclosure controls and procedures and
internal controls for financial reporting within the meaning of applicable SEC
rules and regulations and the Company expects you to take a leadership role in
implementing such controls and procedures and position the Company to comply
with its disclosure obligations and otherwise meet the foregoing standards for
public disclosure.

     You should not interfere with, hinder or obstruct the Company's efforts
to meet the standards for public disclosure set forth above.

IV.  Compliance with Laws

Obeying the law, both in letter and in spirit, is the foundation on which
Equidyne's ethical standards are built. You must respect and obey the laws of
the cities, states and countries in which we operate and the rules and
regulations applicable to Equidyne's business. Although not all employees are
expected to know the details of these laws, rules and regulations, it is
important that you know enough to determine when to seek advice from
supervisors, managers or other appropriate personnel who should consult with
Corporate Counsel as necessary or appropriate.

Compliance with law does not obviate the need to act with the highest ethical
standards.

Where appropriate, the Company holds information and training sessions to
promote compliance with laws, rules and regulations, including insider-trading
and other securities laws.

V.   Reporting Violations

You are expected to report any violations of this Code of Ethics promptly to the
Chairman of the Audit Committee of the Board of Directors. When in doubt, you
are encouraged to talk to supervisors, managers or other appropriate personnel
about the best course of action in a particular situation. It is the policy of
Equidyne not to allow retaliation for reports of wrongdoing or misconduct by
others made in good faith by you. You are expected to cooperate in internal
investigations of wrongdoing or misconduct.


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VI.  Consequences of Non-Compliance with this Code

Violations of this Code will be reported to the Audit Committee. If you fail to
comply with this Code of Ethics or applicable laws, rules or regulations
(including without limitation all rules and regulations of the Securities and
Exchange Commission) you will be subject to disciplinary measures, up to and
including discharge from Equidyne, and any appropriate legal action.

VII. Amendment, Modification and Waiver

This Code may be amended or modified by the Board of Directors of Equidyne.
Waivers of this Code may only be granted by the Board of Directors or a
committee of the Board of Directors with specific delegated authority. Waivers
will be disclosed to stockholders as required by the Securities Exchange Act of
1934 and the rules thereunder and the applicable rules of the American Stock
Exchange.

This Code of Ethics was approved and adopted by the Board of Directors on July
30, 2003.


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