Exhibit
14.1






SECURED
FINANCIAL NETWORK, INC.


CORPORATE
CODE OF ETHICS




Dated
December 31, 2008




I.
Introduction




This
Corporate Code of Ethics (the "Code") applies to directors, officers and
employees of Secured Financial Network, Inc. (the "Company") and its
subsidiaries. The Company's Chief Executive Officer (i.e., the principal
executive officer), Chief Financial Officer (i.e., the principal financial
officer), Principal Accounting Officer, Controller and any other person
performing similar functions are referred to as "Senior Officers" in this Code.
The term "Executive Officer", as used in this Code, includes those board
designated individuals or other officers in charge of a principal business unit,
division or function or who perform a policy making function, as proscribed by
the rules and regulations of the U.S. Securities and Exchange Commission (the
"SEC"). While this Code provides general guidance for appropriate conduct and
avoidance of conflicts of interest, it does not supersede specific policies that
are set forth in other Company policy statements.




The
purpose of this Code is to deter wrongdoing, provide guidance to the Company's
directors, officers and employees with regard to and to promote the
following:




·
            Honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;




·
              Full,
      fair, accurate, timely and understandable disclosure in reports and
      documents that the Company files with, or submits to, the SEC and in other
      public communications made by the
Company;




·
            Compliance
      with applicable governmental laws, rules and
  regulations;




·
                Prompt
      internal reporting to an appropriate person or persons identified in the
      Code of violations of the Code;
and




·
            Accountability
      for adherence to the Code.




Each day,
you are faced with making decisions that will affect the Company's business. You
are obligated to comply with the Code guidelines and should avoid even the
appearance of unethical or unprofessional behavior. To that end, you should seek
advice from the Chief Executive Officer, Chief Financial Officer or company's
legal counsel when faced with a situation that may violate or give the
appearance of violating the Code, Company policies, laws, rules or
regulations.




II.
Honest and Ethical Conduct




The
Company expects and requires ethical behavior from every director, officer and
employee. You owe a duty of loyalty to the Company and you are expected to act
in the best interests of the Company. Further, you must engage in and promote
honest and ethical conduct, including handling actual or apparent conflicts of
interest in an ethical manner. In the best interests of the Company, you must
avoid even the appearance of impropriety.






1180 SW
36th Ave., Suite 204, Pompano Beach, FL 33069
 Phone:
954-376-5611     Fax: 954-337-2835
 www.sfnl.net     
OTCBB:  Symbol  SFNL
 1






III.    
Conflicts of Interest




A
conflict of interest exists when your personal interests interfere with, or give
the appearance of interfering with, the interests of the Company.




Conflicts
of interest may manifest themselves in many ways and may reach farther than just
the person employed by the Company. In fact, many conflicts arise as a result of
situations involving a relative of an employee, officer or director. While it is
impossible to set forth every scenario in which a conflict of interest may
arise, conflicts often arise in the areas listed below:




Ownership Interests: A conflict of interest may
arise when you or a member of your immediate family holds an ownership interest
in a partnership, corporation or other entity which has a current or
contemplates a future business relationship with the Company or which is a
competitor of the Company. A conflict of interest may also arise if you, or a member of
your immediate family, individually, have a current or contemplate a future
business relationship with the Company. You should advise Chief Executive
Officer, Chief Financial
Officer or company's legal counsel of any such ownership interests or
relationships so that Chief Executive Officer, Chief Financial Officer or
company's legal counsel can determine whether further approval is
necessary.




Employment: Senior Officers, Executive Officers
and other employees are expected to devote their energies and loyalty to the
Company. In the event that you desire to accept employment from another entity
while continuing to work for the Company and this entity is a competitor of the
Company or a supplier or vendor to the Company, you are required to notify your
supervisor and obtain prior approval. Additionally, if this employment relates
to or affects your duties to the Company, you are required to notify your
supervisor and obtain prior approval. Employees must obtain prior approval from
Chief Executive Officer or Chief Financial Officer and the Senior Officers or
Executive Officers must obtain prior approval from a majority of the
disinterested directors of the Company.




Nepotism: A conflict of interest may also arise
if you use your position with the Company in order for your relative to gain
employment with the Company. While members of the same family working for the
Company is permissible under the Code, the proposed hiring of a family member of
an employee must be submitted for approval to the employee's supervisor.
Additionally, the hiring of an immediate family member of an Executive Officer
or director, which is not approved in advance by the Audit Committee of the
Company’s Board of Directors, shall constitute a violation of this Code. The
hiring of a family member of an employee, officer or director prior to the
adoption of this Code, regardless of whether such hiring received prior
approval, will not constitute a violation of this Code.




Business Opportunities: A conflict of interest
may also arise if an employee, officer or director takes advantage of a business
opportunity that should belong to the Company. An employee, officer or director
may not use an opportunity that is within the Company's line of business, that
relates to any business in which the Company engages, or in which the Company
has an interest or expectancy, for the employee's, officer's or director's
personal gain without prior approval. An Executive Officer or director who uses
any business opportunity obtained as a result of that Executive Officer's or
director's position with the Company must obtain prior approval
of a majority of the disinterested directors of the Company. An employee who
uses any business opportunity obtained as a result of that employee's position
with the Company must obtain prior approval by Chief Executive Officer or Chief
Financial Officer.




Gifts: Directors, officers and
employees should avoid even the appearance of impropriety. While a gift or
service may not be illegal, such consideration may appear to the public as an
improper or unethical gesture. Directors, officers and employees are not
permitted to accept bribes, bonuses, kickbacks, significant entertainment or
significant gifts from third parties in exchange for a special position, price
or privilege for the third party extending the benefit. Whether a gift or
entertainment is significant shall be determined in light of the receiving
person's compensation level, position and the circumstances surrounding the
gift. Generally, a gift or entertainment could be considered significant if its
value is $750 or more.




Loans or Extensions of Credit:
Applicable laws do not permit the Company, directly or indirectly, including
through any of its subsidiaries, to extend or maintain credit or arrange for the
extension or renewal of an extension of credit to any of its directors or
Executive Officers or for the benefit of a director, Executive Officer or
immediate family member of a director or Executive Officer, other than
extensions of credit that existed as of July 30, 2002 (provided that no material
modifications or renewals are made on or after this date).




1180 SW
36th Ave., Suite 204, Pompano Beach, FL 33069
 Phone:
954-376-5611     Fax: 954-337-2835
 www.sfnl.net     
OTCBB:  Symbol  SFNL
 2






Conflicts of Interest in General: Conflicts of
interest and business opportunities may be very complex and difficult to
identify. Therefore, any questions as to whether a conflict of interest or
business opportunity exists, as well as any material transaction or relationship
that could reasonably be expected to give rise to a conflict of interest, must
be brought to the attention of Chief Executive Officer or Chief Financial
Officer immediately, who will determine whether further approval is necessary. A
potential conflict of interest, business opportunity, material transaction or
relationship that has been properly approved by the appropriate officer, the
Audit Committee of the Board, or the majority of disinterested directors of the
Board, as appropriate, is permissible under the Code.




Related Party Transactions: The Company's Audit
Committee will review all related party transactions on an ongoing basis. All
related party transactions must be approved by the Audit Committee of the Board.
For purposes of this section, the term "related party transactions" shall refer
to related party transactions required to be disclosed pursuant to the SEC rules
and regulations.




IV.     
Accuracy of Reporting





A.      
Generally




As a
publicly traded Company, the Company has a duty to comply with federal and state
laws and regulations with respect to accuracy in the information it reports to
the SEC and communicate to the public. The Company's financial statements are
relied upon both internally and externally by individuals making business or
investment decisions. Accuracy and candor is critical to the financial health of
the Company. Directors, officers and employees must help to ensure that all of
the Company's periodic reports and public statements must contain full, fair,
accurate, timely and understandable disclosure. Anyone who becomes aware of
inaccuracies contained in the Company's reports and public statements, or
material omissions from the Company's reports and public statements is required
to immediately report such inconsistencies or omissions to the Company's Audit
Committee.




B.      
Financial Reporting Obligations of Senior Officers, Members of the Disclosure
Committee and Employees of the Accounting Department




This
Section B of Article IV applies to the Company's Senior Officers, members of the
Disclosure Committee and employees of the Accounting Department. As a Senior
Officer, a member of the Company's Disclosure Committee or an employee of the
Accounting Department, you are charged with the responsibility of ensuring that
the financial statements, reports and other documents filed or submitted to the
SEC as well as other public communications made by the Company (collectively,
"SEC Reports and Public Documents") are accurate and fairly disclose the
Company's assets, liabilities and other material transactions engaged in by the
Company. You are responsible for the SEC




Reports
and Public Documents meeting the following requirements:




·
            SEC
      Reports and Public Documents must, in reasonable detail, accurately and
      fairly reflect the transactions engaged in by the Company and acquisitions
      and dispositions of the Company's
assets.




·
                SEC
      Reports and Public Documents must not contain any untrue statement of
      material fact that would make the statements in the SEC Reports and Public
      Documents misleading.·
                Financial
      reports must be prepared in accordance with, or reconciled to, Generally
      Accepted Accounting Principles and applicable SEC rules, including the SEC
      accounting rules.




·
            SEC
      Reports and Public Documents must contain full, fair, accurate, timely and
      understandable disclosure.




·
            Furthermore,
      you are responsible for reporting any inaccuracies or mistakes in the SEC
      Reports and Public Documents to the Chairman of the Disclosure Committee
      and the Chairman of the Audit
Committee.






1180 SW
36th Ave., Suite 204, Pompano Beach, FL 33069
 Phone:
954-376-5611     Fax: 954-337-2835
 www.sfnl.net     
OTCBB:  Symbol  SFNL
 3






V.      
Political Activities and Contributions




Directors,
officers and employees are expected to comply with all applicable laws governing
political contributions.




The
Company, from time to time, sponsors or contributes to political or community
events or organizations. No director, officer or employee, however, has the
right or authorization to commit the Company's name or resources to any events
or organizations without authorization from the Chief Executive Officer or Chief
Financial Officer.




VI.     
Compliance with Laws, Rules and Regulations




The
Company's continued and current success largely depends upon its reputation for
engaging in its business in an ethical and legal manner. Therefore, all
directors, officers and employees must comply with both the letter and spirit of
federal, state and local laws, rules and regulations applicable to the Company's
business. Anyone who fails to adhere to Company policy and applicable laws,
rules and regulations will be subject to disciplinary action, including but not
limited to, dismissal.




VII.    
Insider Trading


Under
federal securities laws, no director, officer or employee can trade in the
Company's stock on the basis of non-public material information, nor can they
"tip" material information to others who use it to trade in the Company's
securities. These laws are designed to ensure that all
investors are on an equal footing and are relying upon the same information in
making their investment decisions.




VIII.   
Communications




Communications
of all kinds, oral and written, internal and external should be made in a
professional and cautious manner. Such communications, whether or not intended
for public disclosure, may become public through legal or regulatory
investigations or the media. Therefore, you must avoid exaggeration, slanderous,
libelous or defamatory statements, and inappropriate characterizations of
directors, officers and other employees of the Company or of other
companies. You are expected to use good judgment in both the subject and manner
in which you communicate. Both during and after their association with the
Company, directors, officers and other employees are to refrain from making or
publishing any slanderous, libelous or defamatory statements about the Company
or its directors, officers and other employees.




IX.     
Antitrust and Trade Practice Violations




The
Company strongly values competition and adheres to strict guidelines with regard
to antitrust regulations and trade practice laws. In working to achieve its
business objectives, the Company competes aggressively and creatively in the
marketplace. In doing so, however, the Company must act in a fair and ethical
manner and in accordance with applicable antitrust and trade practice laws and
regulations. No director, officer or employee may be involved, directly or
indirectly, in any contracts, agreements or activities that might be construed
as an attempt to violate these antitrust laws and regulations.




Illegal
business practices can include informal as well as formal agreements, and
implied as well as express understandings or agreements between competitors, and
can be evidenced by virtually any type of business conduct. Therefore, even in
casual conversations, you must be careful not to give even the appearance of
intent to violate the antitrust laws.




X.      
Responsibility for Reporting




The
Company has established a reporting system that requires directors, officers and
other employees to report violations of any of the policies set forth in this
Code. These mandatory reporting obligations apply whether or not the reporting
person was personally involved in the alleged violation of the policies set
forth in this Code.




Upon
observing or learning of any violation of the policies set forth in this Code,
directors, officers
and other employees must report the same by writing a letter describing the
suspected violation with as much detail as possible and sending the letter to:
Chief Executive Officer or Chief Financial Officer. A copy of the letter must
also be sent to company's legal counsel.




The
reporting person is required to sign the letter. The letter will be treated
confidentially by the Company unless disclosure is required or deemed advisable
by the Company in connection with any actual or potential governmental
investigation or unless advised by the Company's
outside counsel that disclosure would be in the interest of the Company.
Anonymous letters and anonymous e-mail will not normally be investigated, unless
the correspondence concerns questionable accounting or auditing matters. All
letters should contain as much specific detail as possible to allow the Company
to conduct an investigation of the reported matter.




1180 SW
36th Ave., Suite 204, Pompano Beach, FL 33069
 Phone:
954-376-5611     Fax: 954-337-2835
 www.sfnl.net     
OTCBB:  Symbol  SFNL
 4






Once the
Company receives notice of a suspected violation of this Code, the Company shall
promptly begin an investigation. Such investigation shall be supervised by the
Audit Committee with respect to directors, Executive Officers and Senior
Officers, or its designee, for all other employees. Once a violation is found to
exist, such individual shall be subject to disciplinary action as described in
Section XI of the Code.




The
Company will not condone any form of retribution upon any director, officer or
other employee who uses the reporting system in good faith to report suspected
wrongdoers, unless the individual reporting the violation is one of the
violators. The Company will not tolerate any harassment or intimidation of any
director, officer or other employee using the reporting system. The Company will
also exercise disciplinary action against any employee, director or officer who
is found to have intimidated or harassed a person who has reported a suspected
violation in good faith.




XI.     
Compliance; Administration




As a
condition of employment and continued employment, each Senior Officer, Executive
Officer or person who holds the position of vice president or above and other
key employees accept the responsibility of complying with the foregoing policies
and acknowledge his or her receipt of the Code by executing the Acknowledgement
attached hereto. The Company will, at least annually, require each Senior
Officer, Executive Officer and other key employees of the Company designated by
the Audit Committee to complete and submit a certification in a form designated
by the Company pertaining to compliance with the policies set forth in this
Code; a copy of one such form is contained in this Code. The Company reserves
the right to exclude hourly employees and certain other categories of employees
from this certification requirement as determined by the Audit Committee. The
Company reserves the right to request any officer or other key employee to
complete and submit such certification at any time or as frequently as the
Company may deem advisable.




Any
director, officer or other employee who violates any of these policies is
subject to disciplinary action including but not limited to suspension or
termination of employment, and such other action, including legal action, as the
Company believes to be appropriate under the circumstances. The Audit Committee
will make the determination as to penalties applicable to directors, Executive
Officers and Senior Officers for Code violations. The Chief Executive Officer or
Chief Financial Officer or his designee shall make the determination as to
penalties applicable to violations by all other employees.




XII.    
Amendments; Waiver




The
Company reserves the right to amend, waive or alter the policies set forth in
the Code at any time. Any amendment to the Code or waiver or implicit waiver of
any provision of the Code for directors, Executive Officers or Senior Officers
requires the approval of a majority of the Company's disinterested directors.
Unless the SEC rules and regulations otherwise provide, amendments and waivers
of any provision of the Code applicable to directors, Executive Officers and
Senior Officers must be promptly disclosed in a current report on Form 8-K
including an explanation of why the waiver or implicit waiver was granted.
Waivers include, among other things, the Company's failure to take action with
respect to violations of Code provisions following the Company's receipt of
notice of the violation.







1180 SW
36th Ave., Suite 204, Pompano Beach, FL 33069
 Phone:
954-376-5611     Fax: 954-337-2835
 www.sfnl.net     
OTCBB:  Symbol  SFNL
 5




Acknowledgement:





I have
read the aforementioned Code of Ethics of Secured Financial Network, Inc. and
agree to adhere to the policies delineated herein:











_________________________


Printed
Name








_________________________


Signature








_________________________


Date:









1180 SW
36th Ave., Suite 204, Pompano Beach, FL 33069
 Phone:
954-376-5611     Fax: 954-337-2835
 www.sfnl.net     
OTCBB:  Symbol  SFNL


6