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Exhibit 14.1

K-Tronik International Corp.

Code of Business Conduct

|1. | Introduction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|   | In this Code of Business Conduct ("the Code"), the terms
      "K-Tronik" and "Company" mean K-Tronik International Corp. and all of its
      subsidiaries. The policies and procedures set forth in this Code govern
      the conduct of every aspect of the business of K-Tronik. While this Code
      provides a brief summary of the standards of conduct that are the
      foundation of K-Tronik's business operations, it is not possible to cover
      all situations confronting K-Tronik personnel in the day to day conduct of
      their many activities. K-Tronik must rely on the individual judgment,
      common sense and personal ethical standards of all personnel to maintain a
      high standard of honesty and integrity in the conduct of K-Tronik
      business. This Code applies to all members of the Board of Directors (the
      "Board," with the members referred to herein as "Directors"), officers and
      employees of K-Tronik and to all K-Tronik business locations. Any
      violation of this Code must be promptly reported to management at the
      appropriate level, including, if necessary and appropriate, to a
      supervisor, the President, a Director or Directors, or a member or members
      of the Audit Committee of the Board (the "Audit Committee"). The
      confidentiality of a report and the reporting person will be protected to
      the extent possible, consistent with the law and the requirements
      necessary to conduct an effective investigation of the conduct or matter,
      and no reporting person will suffer retaliation because of a report he or
      she makes in good faith and with respect to conduct or a matter which the
      reporting person reasonably believes constitutes a violation of this Code
      (except that appropriate disciplinary action may be taken against the
      reporting person if such person was involved in the violation).
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|2. | General Policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | It is the policy of K-Tronik to conduct its business in
      compliance with applicable governmental laws, rules and regulations, with
      honesty and integrity, in a manner which demonstrates respect for all
      people and with a strong commitment to the highest standards of ethics.
      K-Tronik demands high standards of integrity and sound ethical judgment
      from its personnel at all times, and in performing their work for K-
      Tronik all personnel must comply with all applicable governmental laws,
      rules and regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|3. | Conflicts of Interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|   | Directors, officers and employees of K-Tronik have a duty
      to avoid financial, business or other personal interests or relationships
      which might interfere, or even appear to interfere, with the interests of
      K- Tronik or make it difficult to perform their K-Tronik duties
      objectively and effectively. Directors, officers and employees should
      conduct themselves in a manner that avoids even the appearance of a
      conflict between their personal interests and those of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   | A conflict of interest situation may arise in many ways.
      It is not possible to discuss every circumstance that may lead to a
      conflict of interest, but the following examples are illustrative:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

(a) Owning or holding a substantial
financial interest in a company which has material business dealings with
K-Tronik or which engages in any significant field of activity engaged in by
K-Tronik.

(b) Acting as a director, officer,
consultant or employee for any business enterprise with which K-Tronik has a
competitive or significant business relationship, unless so requested or
approved by the Company.

(c) Accepting gifts, payments, or
services of significant value from those seeking to do business with
K-Tronik.

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(d) Knowingly competing with K-Tronik
in the purchase or sale of property or diverting from K-Tronik a business
opportunity in which K-Tronik has or is likely to have an interest.

(e) Placing of business with a firm
owned or controlled by a K-Tronik employee, officer or Director without the
prior specific approval of the Audit Committee and the Board.

It is K-Tronik's policy that actual or
apparent conflicts of interest must be avoided, and any material transaction or
relationship involving a potential conflict of interest must be approved in
advance by the Board. In addition, all related party transactions of K-Tronik
must be reviewed and approved by the Audit Committee.

Conflicts of interest may also arise if
an employee, officer or Director, or a member of his or her family, receives
improper personal benefits as a result of his or her position with K-Tronik.
Company loans to or guarantees of obligations of such persons are of special
concern, and personal loans to executive officers and Directors are prohibited
by the Sarbanes-Oxley Act of 2002. It is K-Tronik's policy that such conflicts
of interest involving improper personal benefits are prohibited. No loans may be
made to any person for the purpose of exercising incentive stock options granted
by the Company.

|4. | Unauthorized Use of Company Property and Services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|   | No employee, officer or Director may use any Company
      property or services for his or her own personal benefit, or for the
      personal benefit of anyone else. It should be noted that, with regard to
      some activities, there are both personal and Company benefits. These would
      include, for example, employee participation in continuing education
      programs. Therefore, any employee use of Company property or services
      which is not solely for the Company's benefit must be approved beforehand
      by the employee's immediate supervisor. Computer work stations and
      computer software are provided for the furtherance of Company business
      only. The Company's computer facilities should not be utilized for
      individual or outside projects for any purpose without the specific
      permission of your immediate supervisor. The Company's software programs
      are in many instances proprietary to the Company or are utilized by the
      Company through license and usage agreements with outside authors.
      Software programs should not be copied or transmitted by any means to any
      third party for private usage.
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|5. | Accounting Records                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|   | Financial statements and the books and records on which
      they are based must accurately reflect all corporate transactions. All
      receipts and disbursements of Company funds must be properly recorded in
      the books, and records must disclose the nature and purpose of the
      Company's transactions. All records and transactions are subject to review
      by internal and external auditors. Full cooperation with the auditors is
      expected and under no circumstances will any relevant information be
      intentionally withheld from them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|   | The following requirements apply to all Company records:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

(a) No undisclosed or unrecorded fund
or asset of the Company shall be established for any purpose.

(b) No false or artificial entries
shall be made in the books and records of the Company for any reason, and no
employee or officer shall engage in any arrangement that results in such
prohibited act.

(c) All transactions shall be executed
in accordance with management's general or specific authorization.

(d) Transactions shall be properly
recorded to permit preparation of financial statements in accordance with
generally accepted accounting principles and to maintain accountability for
assets.

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(e) No payment on behalf of the
Company shall be approved or made with the intention or understanding that any
part of such payment is to be used for any purpose other than that described by
the documents supporting the payment.

Where any person associated with the
Company becomes aware of an example of a breach of the statements above, they
should bring this breach to their immediate supervisors attention or to the
attention of the audit committee.

|6. | Political Contributions and Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|   | K-Tronik encourages its employees to maintain an interest
      in political matters, but recognizes that participation in politics is
      primarily a matter of individual choice. Involvement and participation in
      political activities must be on an individual basis, on the employee's own
      time, and at the employee's own expense. Further, when an employee speaks
      on public issues, it must be made clear that comments or statements made
      are those of the individual and not the Company.
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|   | No Company funds or assets, including the work time of
      any employee, will be contributed, loaned, or made available, directly or
      indirectly, to any political party or the campaign of any candidate for
      political office.                                                                                                                                                                                                                                                                                 
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|7. | Trade Secrets and Confidential Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|   | With regard to trade secrets and confidential information
      of K-Tronik, employees must be guided by loyalty to K-Tronik and prudence
      in maintaining the secrecy of such trade secrets and confidential
      information. Employees should take care to refuse to allow the public or
      any other company, including our competitors, to obtain improper access to
      trade secret and confidential information. The following policies should
      be followed:                                          

(a) Confidential information and trade
secrets should be discussed only on a need-to-know basis with other
employees.

(b) Be careful to avoid inadvertent
disclosures of information in the course of social conversations or normal
business relations with suppliers and customers.

(c) Any disclosure of trade secret or
confidential information outside of the Company should be done only when
appropriate protective agreements have been signed which have been approved by
K-Troniks attorneys.

|8. | Employee Relations                                                                                                                                                                                                                                  
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|   | K-Tronik's policy is to provide good jobs and to operate
      under sound and legal personnel policies. Our objective is to be equitable
      and fair in the treatment of all our employees in all situations. This
      includes the following:

(a) The selection and placement of any
employee is based on that employee's qualifications, and such decisions are
always made without regard to race, religion, national origin, sex, age or
physical or mental disabilities (so long as the employee/applicant is qualified
for and can perform the job).

(b) Compensation shall be in
accordance with the employee's contribution to the Company, and compensation
decisions shall also be made entirely independent of the considerations listed
above.

(c) The Company will make every effort
to provide a safe and healthy work environment for all employees. The Company
will not tolerate any sexual harassment in the workplace, and appropriate
disciplinary action will be taken should any instances of sexual harassment be
discovered.

|9. | Drug and Alcohol Abuse                                                                                                                                                                                                   
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|   | Company policy precludes the use or possession of any
      illegal drugs on Company property. Employees are also prohibited from
      being on Company property under the influence of illegal drugs. Alcohol
      may

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|    | not be brought or consumed on Company property without
      the consent of the executive officer of the Company and such consent will
      be given normally only for social functions such as a Christmas party or
      retirement party, if then.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|10. | Consultants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|    | K-Tronik's policy is that all consultants that we retain
      should abide by the same code of business conduct as our employees. It is
      the responsibility of any Company employee retaining a consultant for any
      purpose to make sure the consultant is aware of our Code and agrees to
      abide by all of its provisions.                                                                                                                                                                                                                                                                                                                                                                                    
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|11. | Disclosures in SEC Reports and Other Public
      Communications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|    | The United States Securities and Exchange Commission (the
      "SEC") requires prompt public disclosure of material information about the
      Company. It is K-Tronik's policy that all disclosures to the public,
      including disclosures in reports and documents that the Company files with
      or submits to the SEC, press releases, speeches and investor and other
      public communications by the Company, will be full, fair, accurate, timely
      and understandable.                                                                                                                                                                                                                                 
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|12. | Insider Trading                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|    | Directors, officers and employees must not use for
      personal gain, or reveal outside of the Company, material information
      which is neither known nor available to the general public. Where doubt
      exists as to the advisability or disclosure, employees should seek
      guidance from an executive officer of the Company.                                                                                                                                                                                                                                                                                                                                                                                 
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|13. | Discipline and Compliance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|    | Failure to comply with this Code may result in
      disciplinary actions, including warnings, suspensions, termination of
      employment or such other actions as may be appropriate under the
      circumstances. The responsibility for compliance with this Code,
      including the duty to seek interpretation when in doubt, rests
      with each person subject to this Code.                                                                                                                                                                                                                                                                                                                                     
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|14. | Searches                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|    | K-Tronik policy allows the use of any lawful method of
      investigation which K-Tronik believes is necessary to determine whether
      any person has engaged in conduct that interferes with or adversely
      affects K-Tronik's business. This includes the theft of any Company
      property or any property of any Company employee or visitor. It also
      includes suspicion of possession of drugs, alcohol, firearms or anything
      else, the possession of which on Company property is prohibited or
      restricted. All Company employees are expected to participate in
      K-Tronik's reasonable security efforts. Failure to do so may result in
      disciplinary action, including dismissal.
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|15. | Questions and Interpretations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|    | Routine questions concerning this Code should be directed
      to the employee's immediate supervisor. Requests for specific
      interpretations of this Code should be referred to any officer of the
      Company. The Code is intended to provide a general statement of Company
      policies and to provide guidance to K- Tronik personnel. No representation
      is made, however, either express or implied, that the policies stated in
      the Code are all the relevant policies, nor that they are a comprehensive,
      full or complete explanation of the laws, rules and regulations which are
      applicable to the Company and its personnel.                                                    
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|16. | Changes to or Waivers from the Code                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|    | The Board shall review this Code as circumstances
      dictate, and when necessary or desirable amend the Code to ensure that
      K-Tronik continues to comply with applicable laws, rules and regulations,
      including those of the SEC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|    | Any changes to this Code and any waiver from this Code,
      including an implicit waiver resulting from inaction with respect to a
      reported or known violation of this Code, for an executive officer or
      Director of K-Tronik may be made only by the Board in writing and shall be
      promptly disclosed to K-Troniks                                                                                                                                                                                                                                                                                                                                                                                       

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|    | corporate counsel, shareholders and others as required by
      law and SEC rules and regulations. Any other change or waiver may be made
      only by an executive officer of K-Tronik or the Board.                                                                                                                                                                                                                                       
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|17. | Summary                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|    | It is expected that all K-Tronik personnel will transact
      the Company's business with the highest standards of integrity. By
      maintaining a sensitivity to and an awareness of the ethical aspects of
      business, we can ensure that our business conduct in all respects is
      exemplary. K-Tronik and its employees enjoy an outstanding reputation.
      Adherence to this Code will uphold and enhance that reputation.

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