**EXHIBIT
      14.1**





**TABATHA
      I, INC.**


**CODE
      OF ETHICS**





This
      Code
      of Ethics is designed to promote honest and ethical conduct, full, fair,
      accurate, timely and understandable disclosure of financial information in
      the
      periodic reports of Tabatha I, Inc. (the “Company”), and compliance with
      applicable laws, rules, and regulations.





**APPLICABILITY
      OF THE CODE**





This
      Code
      of Ethics (the “Code”) applies to the Company’s chief executive officer, the
      chief financial officer , controller , and
      such
      other finance, accounting, tax or internal audit personnel as the chief
      executive officer or chief financial officer may from time to time designate.
      The persons listed in the preceding paragraph are referred to as the “Covered
      Persons.”





**HONEST
      AND ETHICAL CONDUCT**





In
      performing his or her duties, each of the Covered Persons will act in accordance
      with high standards of honest and ethical conduct including taking appropriate
      actions to permit and facilitate the ethical handling and resolution of actual
      or apparent conflicts of interest between personal and professional
      relationships.





In
      addition, each of the Covered Persons will promote high standards of honest
      and
      ethical conduct among employees who have responsibilities in the areas of
      accounting, audit, tax, and financial reporting and other employees throughout
      the Company.





**FULL,
      FAIR, ACCURATE, TIMELY, AND UNDERSTANDABLE DISCLOSURE**





In
      performing his or her duties, each of the Covered Persons will endeavor to
      promote, and will take appropriate action within his or her areas of
      responsibility to cause the Company to provide, full, fair, accurate, timely,
      and understandable disclosure in reports and documents that the Company files
      with or submits to the Securities and Exchange Commission and in other public
      communications.





In
      performing his or her duties, each of the Covered Persons will, within his
      or
      her areas of responsibility, engage in, and seek to promote, full, fair and
      accurate disclosure of financial and other information to, and open and honest
      discussions with, the Company’s outside auditors.





**COMPLIANCE
      WITH APPLICABLE GOVERNMENTAL LAWS, RULES, AND REGULATIONS**





In
      performing his or her duties, each of the Covered Persons will endeavor to
      comply, and take appropriate action within his or her areas of responsibility
      to
      cause the Company to comply, with applicable governmental laws, rules, and
      regulations and applicable rules and regulations of self-regulatory
      organizations.





Each
      of
      the Covered Persons will promptly provide the Company’s general counsel or the
      Company’s audit committee with information concerning conduct the Covered Person
      reasonably believes to constitute a material violation by the Company, or its
      directors or officers, of the securities laws, rules or regulations or other
      laws, rules, or regulations applicable to the Company.





**REPORTING
      VIOLATIONS OF THE CODE**





Each
      of
      the Covered Persons will promptly report any violation of this Code to the
      Company’s general counsel or to the Company’s audit committee, as
      applicable.





**WAIVER
      AND AMENDMENT OF THE CODE**





The
      Company’s audit committee, as well as the Company’s board of directors, will
      have the authority to approve a waiver from any provision of this Code. The
      Company will publicly disclose information concerning any waiver or an implicit
      waiver of this Code as required by applicable law. A waiver means the approval
      of a material departure from a provision of this Code. The Company will publicly
      disclose any substantive amendment of this Code as required by applicable
      law.





**ACCOUNTABILITY
      FOR ADHERENCE TO THE CODE**





The
      Company’s audit committee will assess compliance with this Code, report
      violations of this Code to the Board of Directors, and, based upon the relevant
      facts and circumstances, recommend to the Board appropriate action. A violation
      of this Code may result in disciplinary action including termination of
      employment.