**Exhibit 14.1**


**CODE
      OF ETHICS**




IR
      BioSciences Holdings, Inc. is committed to conducting its business in accordance
      with the highest ethical standards. It is the policy of IR BioSciences Holdings,
      Inc. and each of its subsidiaries (collectively and separately referred to
      herein as "the Company") to conduct its business fairly, ethically, and in
      a
      fashion that complies with applicable laws, regulations, and government
      requirements. All conduct inconsistent with this policy is prohibited. This
      Code
      of Ethics requires not only the avoidance of misconduct, but also the avoidance
      of acts or omissions that give the appearance of misconduct. Company directors,
      officers, employees, and representatives shall not enter into any activity
      or
      incur any expense or liability which would compromise our commitment to these
      high standards. Failure to comply with this Code of Ethics by an officer or
      employee will subject the officer or employee to disciplinary action, up to
      and
      including termination of employment. Any failure by a director to comply with
      this Code of Ethics shall be reported to the Company’s Board of Directors for
      review, and the committee shall make a recommendation to the board of directors
      on appropriate action, which may include removal from the board of
      directors.





This
      Code
      of Ethics is designed to deter wrongful behavior and to promote:





1.
      honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;





2.
      fair,
      full, 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
      registrant;





3.
      compliance with applicable governmental laws, rules and
      regulations;





4.
      the
      prompt internal reporting to an appropriate person or persons identified in
      the
      Code of violations of the Code; and





5.
      accountability for adherence to the Code.





It
      is not
      possible to enumerate all of the situations which could result in an actual
      or
      apparent violation of this policy. However, the following areas are of
      particular concern to the Company with respect to the ethical conduct of the
      Company's business. These principles must be interpreted using good judgment
      and
      common sense. Employees and officers are encouraged to discuss questions or
      concerns relating to this Code of Ethics with their supervisors, other members
      of management or the outside and independent Board member designated to
      entertain issues regarding the Code of Ethics, while directors should direct
      their questions and concerns to the Board of Directors.










CONFLICTS
      OF INTEREST. Any direct or indirect conflict of interest between a director,
      officer, or employee and the Company is prohibited, unless specifically
      consented to by the Company. A director, officer, or employee has a conflict
      of
      interest if, in the course of his or her duties for the Company, his or her
      judgment and discretion is or may be influenced by considerations of personal
      gain or benefit, or gain or benefit to a third party other than the Company.
      All
      business decisions for the Company should be based upon what a director,
      officer, or employee honestly believes to be in the best interests of the
      Company and in the long term interest of its stockholders. Potential conflicts
      of interest should be immediately reported by directors to the Board of
      Directors and by officers and employees notifying their supervisors of the
      potential conflict so that an appropriate determination can be made as to
      whether or not a conflict exists and what remedial action, if any, should be
      taken.





PROTECTION
      OF CORPORATE OPPORTUNITIES. Directors, officers, and employees are prohibited
      from (a) taking for themselves personally opportunities that are discovered
      through the use of corporate property, information, or position; (b) using
      corporate property, information, or position for personal gain; and (c)
      competing with the Company; unless such opportunity has been rejected by the
      Company and the person would not be prohibited from taking advantage of the
      opportunity by any other Company policy.





FAIR
      DEALING. The Company is committed to conducting its business fairly and in
      accordance with the highest ethical standards. No director, officer, or employee
      is authorized to use unfair techniques, such as misrepresentation of material
      facts or improper concealment of business information to gain a business
      advantage. Additionally, no director, officer, or employee or representative
      of
      the Company shall offer or accept a bribe, kickback, or improper favor in order
      to secure a business advantage.





CONFIDENTIAL
      INFORMATION. During and after employment by or service with the Company,
      directors, officers, and employees shall not divulge to third parties, or
      appropriate to their own use, or to the use of others, any confidential
      information obtained during employment or service for the Company; except,
      however, directors, officers and employees of the company may disclose
      confidential information to their immediate family, accountants, attorneys
      and
      business and financial advisors, as long as the director, officer or employee
      makes appropriate arrangements so that the confidential information is
      maintained confidential and is not then disseminated to any other third
      parties.. The term "confidential information" as used in this policy includes
      but is not limited to trade secrets, technical materials and information,
      geological and geophysical information, reserve data, prospect data, maps,
      logs,
      bid data, transaction information, processes, technology, compilations of
      information, engineering information, financial information, or specifications
      that are used in the operation of the Company's business or that may eventually
      be used in the operation of the Company's business, and other information
      relating to the Company's business that is not public knowledge.





PROTECTION
      OF AND PROPER USE OF COMPANY ASSETS. Use or access to Company property for
      any
      unlawful or improper purpose is strictly prohibited. This prohibition includes
      any use that is unlawful or improper under applicable law or ethical standards,
      regardless of the practices of other companies or individuals. As part of this
      obligation, officers and employees shall follow Company procedures to ensure
      that business transactions are consistently executed, recorded, and reported
      in
      such a manner as to allow the Company to accurately compile and report its
      financial statements. Additionally, all transaction records shall be preserved
      for the appropriate amount of time in accordance with Company
      policy.





COMPLIANCE
      WITH LAWS, RULES, AND REGULATIONS. It is the Company's policy to conduct its
      business in accordance with all applicable laws, rules, regulations, and
      government requirements. Each director, officer, and employee of the Company
      is
      responsible for familiarizing himself or herself with the laws, rules,
      regulations, and government requirements applicable to his responsibilities
      within the Company.





REPORTING
      OF ILLEGAL OR UNETHICAL BEHAVIOR. It is the direct responsibility of each
      officer or employee of the Company to report promptly any actual, attempted,
      or
      apparent violation of laws, rules, regulations, or this Code of Ethics. In
      the
      event that a violation is observed by, responsibly reported to, or is indicated
      by records or other information of which the officer or employee becomes aware,
      the person should report the event to the outside and independent Board member
      designated to entertain issues regarding the Code of Ethics. Any concerns
      regarding accounting, internal accounting controls, or auditing matters may
      be
      reported to the Audit Committee of the Board of Directors through the Company's
      procedures for such reporting. Officers and employees should always keep in
      mind
      that the Company supports the good faith reporting and investigation of
      potential violations of this Code of Ethics.





In
      no
      event will the Company take or threaten any action against an officer or
      employee for making a complaint or disclosing information in good faith.
      Retaliation or retribution against any officer or employee who in good faith
      reports a violation pursuant to this Code of Ethics is cause for disciplinary
      action, up to and including termination of employment.





ENFORCEMENT.
      Each responsible manager will be responsible for enforcement of the Code of
      Ethics, in coordination with the Company's General Counsel and Human Resources
      Department. Disciplinary actions with regard to officers and employees of the
      Company will be implemented by the Human Resources Department in accordance
      with
      the Company's disciplinary procedures. Under certain circumstances, violation
      of
      this Code of Ethics may also result in referral for civil action or criminal
      prosecution.





WAIVERS.
      The Company does not approve of the types of conduct prohibited by this Code
      of
      Ethics and would rarely grant exceptions to its application. Any waiver of
      this
      Code of Ethics for a director or executive officer of the Company must be
      approved by the Board of Directors and the full board, with a majority of the
      members of the Board of Directors voting to approve the waiver being directors
      who are disinterested, as defined by applicable law, with respect to the matter
      giving rise to the need for a waiver. Any waiver of the Code of Ethics approved
      for a director or executive officer will be promptly disclosed to the Company's
      stockholders in a form 8-K within four days of the waiver and in any other
      appropriate manner, as provided for by applicable law, regulations or listing
      standards. Any waiver of the Code of Ethics for an employee who is not an
      executive officer may be approved by the CEO, his designee, or pursuant to
      policies and procedures approved by the CEO.