Exhibit 14.1**IMMUNOSYN CORPORATION*****CODE OF ETHICS***This Code of Ethics (the “Code of Ethics”) has been unanimously adopted by the Board of Directorsof Immunosyn Corporation (the “Company”) and is intended to apply to the Company’s chief executiveofficer, principal financial officer, principal accounting officer and controller, or any personperforming similar functions. References in this Code of Ethics to the Company means the Company orits subsidiaries (if any). (January 1, 2007)**Purposeof Code of Ethics**The purpose of this Code of Ethics is to promote the honest and ethical conduct of the seniorexecutive, financial and accounting officers of the Company (“employees,” herein), including theethical handling of actual or apparent conflicts of interest between personal and professionalrelationships; full, fair, accurate, timely and understandable disclosure in periodic reportsrequired to be filed by the Company; compliance with all applicable governmental rules andregulations; prompt internal reporting of violations of this Code of Ethics; and accountability foradherence to this Code of Ethics.**Conflictof Interest; Corporate Opportunity**No employee shall, directly or indirectly, engage or participate in, or authorize, any transactionsor arrangements involving, or raising questions of, possible conflict, whether ethical or legal,between the interests of the Company and the personal interests of the employee or his or herfamily. No employee shall take for himself or herself personally any opportunity that arisesthrough the use of corporate property, information or position or shall use corporate property,information or position for personal gain.No employee or any member of his or her family shall, directly or indirectly, acquire or hold anybeneficial interest of any kind in any firm or entity that does, or in the recent past did,business with the Company, or in any firm or entity which is currently or prospectively competingin any manner with the Company. This prohibition shall not apply to the acquisition or holding ofany security through a mutual fund or of any interest not in excess of 1% of any class ofsecurities listed on a national securities exchange or traded in an established over-the-countersecurities market. Activities and holdings that have the appearance of impropriety are also to beavoided.For purposes of this policy, a member of an employee’s family shall include a spouse, parents,stepparents, in-laws, siblings, children, stepchildren and any other person residing in theemployee’s residence.No employee or any member of his or her family shall, directly or indirectly, seek, accept orretain gifts or other personal or business favors from any vendor, supplier or customer of theCompany or from any individual or organization seeking to do business with the Company. A personalbenefit means any type of gift, gratuity, use of facilities, favor, entertainment, service, loan,fee or compensation or anything of monetary value. Specific exceptions to this prohibition will bemade if there is no reasonable likelihood of improper influence in the performance ofduties on the part of the employee on behalf of the Company and if the personal benefit falls intoone of the following categories:
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**•** normal business courtesies, such as meals, involving no more than ordinary amenities;**•** paid trips or guest accommodations in connection with proper Company business and with the prior approval of the ChiefExecutive Officer or Chief Legal Officer, if any;**•** fees or other compensation received from any organization in which membership or an official position is held only ifapproved by the Chief Executive Officer or Chief Legal Officer, if any;**•** loans from financial institutions made in the ordinary course of their business on customary terms and at prevailingrates; or**•** gifts of nominal value (less than $200) during the holiday season.No employee or any member of his or her family may compete with the Company. No employee or anymember of his or her family may serve as a director, officer, employee of or consultant to acompetitor, vendor, supplier or other business partner of the Company without the prior writtenapproval of the Chief Executive Officer or Chief Legal Officer, if any.No employee or any member of his or her family who directly or indirectly owns a financial interestin, or has an obligation to, a competitor, supplier, customer or other business partner of theCompany, which interest or obligation is significant to such employee or family member may conductbusiness with such entity or person without the prior written approval of the Chief ExecutiveOfficer or Chief Legal Officer, if any.No employee or any member of his or her family may act as a broker, finder or other intermediaryfor his or her benefit or for the benefit of any third party in a transaction involving the Companywithout the prior written approval of the Chief Executive Officer or Chief Legal Officer, if any.Gifts or entertainment that have an aggregate value in any year in excess of $200 are generallyconsidered to be excessive and shall not be accepted by the employee. This prohibition would alsoapply to common courtesies and hospitalities if their scale or nature would in any way appear toaffect the impartiality of the employee or imply a conflict of interest. However, this prohibitionis not meant to preclude an employee’s acceptance of business entertainment that is not intended toinfluence loyalty of the employee to the Company and, that is reasonable in nature, frequency andcost; for example, a lunch, dinner or occasional athletic, social or cultural event, orparticipation in corporate promotional events.An employee should make every effort to refuse to accept, or to return, any gift or gifts from asupplier, customer or other business partner exceeding $200 in value. If the employee determinesthat the donor would be insulted or embarrassed if the gift is refused or returned, a conflict cannevertheless be avoided by promptly reporting the gift to the employee’s superiorand delivering to the employee’s superior the gift or a check payable to the Company for the fairvalue of the gift (which the Company will donate to charity).
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***As a Senior Executive, Financial or Accounting Officer of the Company, it is imperative that youavoid any investment, interest or association that interferes, might interfere, or might be thoughtto interfere, with your independent exercise of judgment in the Company’s best interest.*****ProperAccounting and Financial Integrity; Accurate Periodic Reports**All transactions must be executed only in accordance with management’s general or specificauthorization. The Company’s books, records and accounts must reflect, accurately and fairly andwithin the Company’s regular system of accountability, all of the Company’s transactions and theacquisition and disposition of its assets. All transactions shall be accurately recorded to permitthe preparation of financial statements in conformity with generally accepted accounting principlesconsistently applied and other applicable rules, regulations and criteria, and to insure fullaccountability for all assets and activities of the Company. Under no circumstances shall there beany unrecorded funds or assets of the Company, regardless of the purposes for which such fund orasset may have been intended, or any improper or inaccurate entry, knowingly made on the books andrecords of the Company. No payment on behalf of the Company shall be approved or made with theintention or understanding that any part of such payment is to be used for a purpose other thanthat described by the documents supporting the payment.All employees must cooperate fully with the Company’s internal audit staff, independent auditorsand counsel to enable them to discharge their responsibilities to the fullest extent.As you are aware, full, fair, accurate, timely and understandable disclosure in our periodicreports filed with the SEC and OTCBB is required by SEC and OTCBB rules and is essential to ourcontinued success. Please exercise the highest standard of care in preparing such reports inaccordance with the guidelines set forth below, including, without limitation, the following:**•** All Company accounting records, as well as reports produced fromthose records, must be kept and presented in accordance with thelaws of each applicable jurisdiction.**•** All records must fairly and accurately reflect the transactions oroccurrences to which they relate.**•** All records must fairly and accurately reflect in reasonabledetail the Company’s assets, liabilities, revenues and expenses.**•** The Company’s accounting records must not contain anyintentionally false or intentionally misleading entries.**•** No transaction may be intentionally misclassified as to accounts,departments or accounting periods.**•** All transactions must be supported by accurate documentation inreasonable detail and recorded in the proper account and in theproper accounting period.**•** No information may be concealed from the internal auditors or theindependent auditors (or the Board of Directors or its AuditCommittee, if any).
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**•** Compliance with Generally Accepted Accounting Principles and theCompany’s system of internal accounting controls is required atall times.**Compliancewith Laws, Rules and Regulations**Recognition of the public interest must be a permanent commitment of the Company in the conduct ofits affairs. The activities of the Company and all of its employees, acting on its behalf mustalways be in full compliance with both the letter and spirit of all laws, rules and regulationsapplicable to our business. Furthermore, no employee should assist any third party in violatingany applicable law, rule or regulation. This principle applies whether or not such assistance is,itself, unlawful. All employees must respect and obey the laws of the cities, states and countriesin which we operate and avoid even the appearance of impropriety. When there is a doubt as to thelawfulness of any proposed activity, advice must be sought from the Chief Executive Officer orChief Legal Officer, if any.Violation of applicable laws, rules or regulations may subject the Company, as well as anyemployees involved, to severe adverse consequences, including imposition of injunctions, monetarydamages (which could far exceed the value of any gain realized as a result of the violation, andwhich may be tripled in certain cases), fines and criminal penalties, including imprisonment. Inaddition, actual or apparent violations of applicable laws, rules and regulations by the Company orits employees can undermine the confidence of the Company’s customers, investors, creditors andbankers, as well as that of the general public. Employees who fail to comply with this Code ofEthics and applicable laws will be subject to disciplinary measures up to and including terminationof employment from the Company.**Internal Communication and Enforcement of Policy**Communication of the policies contained in this Code of Ethics will be made to all applicableemployees of the Company who will be required to sign the attached Acknowledgement of Receipt andUnderstanding at least annually.It is important that each employee comply not only with the letter but, equally importantly, thespirit of these policies. If you believe that one of the Company’s employees is acting in a mannerthat is not in compliance with this policy, or that you have been requested to so act in such amanner, you should immediately bring this matter to the attention of the Chief Executive Officer orChief Legal Officer, if any. In order to encourage uninhibited communication of such matters, suchcommunications will be treated confidentially to the fullest extent possible and no disciplinary orother retaliatory action will be taken against an employee who communicates such matters.**Effects of Failure to Comply**Any questions regarding this Code of Ethics or its application should be discussed with the ChiefExecutive Officer or Chief Legal Officer, if any.Conduct violative of this Code of Ethics is expressly outside the employee’s scope of employment.Any employee whose conduct violates this Code of Ethics will be subject to disciplinary action bythe Company, including, in the Company’s discretion, discharge and/orforfeiture of any benefits or rights (including contractual rights) which, under applicable law,are forfeitable upon discharge for cause, and to the enforcement of such other remedies as theCompany may have under applicable law.
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**Amendments to and Waivers of the Code of Ethics**Any amendment to or waiver of this Code of Ethics will be made only by the Board of Directors andnotified in writing and will be promptly disclosed as required by law or stock exchange regulation.* * *
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Acknowledgement of Receipt and Understanding