Exhibit 14.1
                          VERIDICOM INTERNATIONAL, INC.
                          CODE OF ETHICS FOR PRINCIPAL
                        EXECUTIVE AND FINANCIAL OFFICERS

I.   Introduction

This Code of Ethics (the "Code") applies to the principal executive officer,
principal financial officer, principal accounting officer or controller, or
others performing similar functions (each a "Principal Officer" and
collectively, the "Principal Officers") of Veridicom International, Inc. (the
"Company").

II.  Compliance With Laws, Rules And Regulations

Our Principal Officers are required to comply with the laws, rules and
regulations that govern the conduct of the Company's business and to report any
suspected violations in accordance with the section below entitled "Compliance
With Code Of Ethics."

III. Conflicts Of Interest

A conflict of interest occurs when private interests interfere in any way, or
even appear to interfere, with the interests of the Company. Our Principal
Officers are obligated to conduct the Company's business in an honest and
ethical manner includes the ethical handling of actual or apparent conflicts of
interest between personal and business relationships. Before making any
investment, accepting any position or benefits, participating in any transaction
or business arrangement or otherwise acting in a manner that creates or appears
to create a conflict of interest, a Principal Officer must make full disclosure
of all facts and circumstances to, and obtain the prior written approval of the
Board of Directors.

IV.  Periodic Reports Filed by the Company

Our Principal Officers have specific responsibilities with respect to the
Company's financial reporting and public disclosures. The Principal Officers
play a critical role in the Company's efforts to make full, fair, accurate,
timely and understandable disclosures in the periodic reports it files with the
Securities and Exchange Commission ("Periodic Reports"). Principal Officers
shall endeavor in good faith to assist the Company in such efforts, including
by:

   o     Disclosing to the Board of Directors any significant deficiencies in
         the design or operation of the Company's internal controls impacting
         the collection and reporting of financial data and any fraud involving
         management or other employees who play a significant role in the
         Company's internal controls;

   o     Recording and reporting information in an honest and accurate manner.
         Principal Officers must endeavor to ensure that the books, records,
         accounts and financial statements of the Company are recorded and kept
         in reasonable detail, in a manner that appropriately reflects the
         Company's transactions and in a manner that conforms both to applicable


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         legal requirements and to the Company's system of internal controls.
         Unrecorded or "off the books" funds or assets are not to be maintained
         by the Company unless permitted by applicable law or regulation;

   o     Cooperating with the Company's internal and independent auditors when
         asked to do so; and

   o     Helping to develop, maintain and observe the Company's disclosure
         controls and procedures when preparing Periodic Reports in order to
         facilitate accurate and timely filings.

V.   Compliance With Code Of Ethics

If a Principal Officer knows of or suspects a violation of applicable laws,
rules or regulations or this Code of Ethics, he/she must immediately report that
information to the Board of Directors. No one will be subject to retaliation
because of a good faith report of a suspected violation.
Violations of this Code of Ethics may result in disciplinary action, up to and
including discharge. The Board of Directors shall determine, or shall designate
appropriate persons to determine, appropriate action in response to violations
of this Code.

VI.  Certain Procedures

Waivers of the Code. Any waiver of this Code may be made only by the Board of
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Directors and must promptly be disclosed as required by law or stock exchange
regulation.

Violations of the Code. Violations of the Code will subject Principal Officers
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to possible disciplinary action, which could include being relieved of duties or
termination of employment.

VII. No Rights Created

This Code is a statement of certain fundamental principles, policies and
procedures that govern the Company's Principal Officers in the conduct of the
Company's business. It is not intended to and does not create any rights in any
employee, customer, client, supplier, competitor, stockholder or any other
person or entity.
















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