**EXHIBIT
14.1**
  **CODE
OF BUSINESS CONDUCT AND ETHICS FOR**
 **BSI2000,
INC.**
  **Introduction**
  BSI2000,
Inc. (“BSI” or the “Company”) is committed to the highest standards of
legal and ethical conduct. This Code of Business Conduct and Ethics (the
“Code”) sets forth BSI’s policies with respect to the way BSI conduct ourselves
individually and operate BSI’s business. The provisions of this Code are
designed to deter wrongdoing and to promote honest and ethical conduct among
BSI’s employees, officers and directors.
  In the
course of performing BSI’s various roles in BSI, each of us will encounter
ethical questions in different forms and under a variety of circumstances.
Moments of ethical uncertainty may arise in BSI’s dealings with fellow employees
of BSI, with customers, or with other parties such as government entities or
members of BSI’s community. In achieving the high ground of ethical behavior,
compliance with governmental laws is not enough. Our employees should never be
content with simply obeying the letter of the law, but must also strive to
comport themselves in an honest and ethical manner. This Code provides clear
rules to assist BSI’s employees, directors and officers in taking the proper
actions when faced with an ethical dilemma.
  The
reputation of BSI is BSI’s greatest asset and its value relies on the character
of its employees. In order to protect this asset, BSI will not tolerate
unethical behavior by employees, officers or directors. Those who violate the
standards in this Code will be subject to disciplinary action. If you are
concerned about taking an action that may violate the Code or are aware of a
violation by another employee, an officer or a director, follow the guidelines
set forth in Sections 10 and 11 of this Code.
  This Code
applies equally to all employees, officers and directors of BSI. All references
to employees contained in this Code should be understood as referring to
officers and directors as well.
  **1.** **Compliance
with Laws, Rules and Regulations**
  Company
policy requires that BSI, as well as all employees, officers and directors of
BSI, comply fully with both the spirit and the letter of all laws, rules and
regulations. Whenever an applicable law, rule or regulation is unclear or seems
to conflict with either another law or any provision of this Code, all
employees, officers and directors are urged to seek clarification from their
supervisor, the appropriate compliance official or the Chief Executive Officer.
See Section 11 for contact information. Beyond mere compliance with the law, BSI
should always conduct BSI’s business with the highest standards of honesty and
integrity - wherever BSI operate.
  **2.** **Conflicts
of Interest**
  Every
employee has a primary business responsibility to BSI and must avoid conflicts
of interest. A conflict of interest arises when an employee takes actions or
enters into relationships that oppose the interests of BSI, harm BSI’s
reputation or interfere with the employee’s performance or independent judgment
when carrying out any actions on behalf of BSI. BSI strictly prohibits its
employees from taking any action or entering into any relationship, personal or
professional, that creates, or even appears to create, a conflict of
interest.
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  A
conflict situation can arise when a director, officer or employee takes actions
or has interests that may make it difficult to perform his or her work for BSI
objectively and effectively. Conflicts of interests may also arise when a
director, officer or employee, or a member of his or her family, receives an
improper personal benefit as a result of his or her position with BSI. It may be
a conflict of interest for a director, officer or employee to work
simultaneously for a competitor, customer or supplier.
  The best
policy is to avoid any direct or indirect business connection with BSI’s
customers, suppliers or competitors, except on BSI’s behalf. Employees must be
sensitive to potential conflicts of interest that may arise and use their best
efforts to avoid the conflict.
  In
particular, except as provided below, no director, officer or employee
shall:
  a. be a
consultant to, or a director, officer or employee of, or otherwise operate an
outside business that:
  ·
    markets
      products or services in competition with BSI’s current or potential
      products and services;
  ·
    supplies
      products or services to BSI; or
  ·
    purchases
      products or services from BSI;
  b. accept
any personal loan or guarantee of obligations from BSI, except to the extent
such arrangements have been approved by the Chief Executive Officer and are
legally permissible; or
  c.  conduct
business on behalf of BSI with immediate family members, which include your
spouse, children, parents, siblings and persons sharing your same home whether
or not legal relatives.
  Directors,
officers and employees must notify the Chief Executive Officer of the existence
of any actual or potential conflict of interest. With respect to officers or
directors, the Board may make a determination that a particular transaction or
relationship will not result in a conflict of interest covered by this policy.
With respect to all other employees or agents, the Chief Executive Officer,
acting alone, or the Board may make such a determination. Any waivers of this
policy as to an officer or director may only be approved by the Board of
Directors.
  Any
employee, officer or director who is aware of a transaction or relationship that
could reasonably be expected to give rise to a conflict of interest in violation
of this section must inform the appropriate personnel in accordance with the
procedures set forth in Section 12 of this Code. If an employee has any
questions regarding BSI’s policy on conflicts of interest or needs assistance in
avoiding a potential conflict of interest, he or she is urged to seek the advice
of a supervisor or the Chief Executive Officer.
  **3.** **Corporate
Opportunities**
  Employees,
officers and directors are prohibited from taking for themselves personally
opportunities that are discovered through the use of Company property, Company
information or their position in BSI. Furthermore, employees may not use Company
property, information or influence or their position in BSI for improper
personal gain. Finally, employees have a duty to advance BSI’s legitimate
interests when the opportunity to do so arises. Consequently, employees are not
permitted to compete with BSI.
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  **4.** **Confidentiality**
  Employees
must maintain the confidentiality of confidential information entrusted to them
by BSI or its customers or suppliers, except when disclosure is authorized by
BSI or required by applicable laws or regulations. Confidential information
includes proprietary information of BSI, as well as all non-public information
that might be of use to competitors, or harmful to BSI or its customers, if
disclosed. This confidentiality requirements is in additional to any other
obligations imposed by BSI to keep information confidential.
  **5.** **Insider
Trading**
  Employees,
officers and directors will frequently become aware of confidential non-public
information concerning BSI and the parties with which BSI does business. As set
forth in more detail in BSI’s Insider Trading Policy, BSI prohibits employees
from using such confidential information for personal financial gain, such as
for purposes of stock trading, or for any other purpose other than the conduct
of BSI’s business. Employees must maintain the confidentiality of such
information and may not make disclosures to third parties, including members of
the employee’s family. All non-public information about BSI should be treated as
confidential information. To use non-public information for personal financial
benefit or to “tip” others who may make stock trades on the basis of this
information is not only unethical but also illegal. This policy also applies to
trading in the securities of any other company, including BSI’s customers or
suppliers, if employees have material, non-public information about that company
which the employee obtained in the course of their employment by BSI. In
addition to possible legal sanctions, any employee, officer or director found to
be in violation of BSI’s insider trading policy will face decisive disciplinary
action. Employees are encouraged to contact BSI’s Chief Executive Officer with
any questions concerning this policy.
  **6.** **Protection
and Proper Use of Company Assets**
  All
Company assets should be used for legitimate business purposes and all
employees, officers and directors must make all reasonable efforts to protect
BSI’s assets and ensure their efficient use. Theft, carelessness, and waste have
a direct impact on BSI’s profitability and must therefore be avoided. The
suspected occurrence of fraud or theft should be immediately reported to the
appropriate person in accordance with the procedures set forth in Section 11 of
this Code.
  An
employee’s obligation to protect BSI’s assets extends to BSI’s proprietary
information. Proprietary information includes intellectual property such as
patents, trademarks, copyrights and trade secrets. An employee who uses or
distributes such proprietary information without BSI’s authorization will be
subject to disciplinary measures as well as potential legal
sanctions.
  **7.** **Fair
Dealing**
  Although
the success of BSI’s Company depends on BSI’s ability to outperform BSI’s
competitors, BSI is committed to achieving success by fair and ethical means.
BSI seek to maintain a reputation for fair dealing among BSI’s competitors and
the public alike. In light of this aim, BSI prohibits employees from engaging in
any unethical or illegal business practices. An exhaustive list of unethical
practices cannot be provided. Instead, BSI relies on the judgment of each
individual employee to avoid such practices. Furthermore, each employee should
endeavor to deal fairly with BSI’s customers, suppliers, competitors and
employees. No employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair business practice.
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  **8.** **Disclosures**
  It is
Company policy to make full, fair, accurate, timely and understandable
disclosure in compliance with all applicable laws, rules and regulations in all
reports and documents that BSI files with, or submits to, the Securities
and Exchange Commission and in
all other public communications made by BSI. Employees shall endeavor in good
faith to assist BSI in such efforts.
  **9.** **Waivers**
  BSI
expects all employees, officers and directors to comply with the provisions of
this Code. Any waiver of this Code for executive officers, directors or
employees may be made only by the Board of Directors or a Board committee and
will be promptly disclosed to the public as required by law and stock exchange
regulations.
  **10.** **Compliance
Guidelines and Resources**
  In some
situations, BSI’s employees may not be certain how to proceed in compliance with
this Code. This uncertainty may concern the ethical nature of the employee’s own
acts or the employee’s duty to report the unethical acts of another. When faced
with this uncertainty, the employee should carefully analyze the situation and
make use of Company resources when determining the proper course of action. BSI
also encourages employees to talk to their supervisors, or other personnel
identified below, when in doubt about the best course of action.
  a. ***Gather
all the facts*** **.** Do not
take any action that may violate the Code until you have gathered all the facts
that are required to make a well-informed decision and, if necessary, you have
consulted with your supervisor, or the Chief Executive Officer.
  b. ***Is
the action illegal or contrary to policy?*** If the
action is illegal or contrary to the provision of this Code, you should not
carry out the act. If you believe that the Code has been violated by an
employee, an officer or a director, you must promptly report the violation in
accordance with the procedures set forth in Section 12.
  c. ***Discuss
the problem with your supervisor*** **.** It is
your supervisor’s duty to assist employees in complying with this Code. Feel
free to discuss a situation that raises ethical issues with your supervisor if
you have any questions. You will suffer no retaliation for seeking such
guidance.
  d. ***Additional
resources*** **.** The
Chief Executive Officer is available to speak with you about problematic
situations if you do not feel comfortable approaching your direct supervisor. If
you prefer, you may request assistance in writing by sending a request to the
Chief Executive Officer.
  **11.** **Reporting
Procedures**
  All
employees have a duty to report any violations of this Code, as well as
violations of any laws, rules, or regulations. BSI does not permit retaliation
of any kind against employees for good faith reports of ethical
violations.
  If you
believe that the Code has been violated by an employee you must
promptly report the violation to your direct supervisor or the Chief Executive
Officer. If a report is made to a supervisor, the supervisor must in turn report
the violation to the Chief Executive Officer. All violations by an officer
or director of BSI
must be reported directly to the entire Board of Directors.
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  **Contact
Information**
  Reports
may be made in person, by telephone or in writing by sending a description of
the violation and the names of the parties involved to the appropriate personnel
mentioned in the preceding paragraph. The contact information is as
follows:
  Jack
      HarperChief
      Executive Officer12600
      West Colfax Ave., Suite B410Lakewood,
      CO 80215(303)
      231-9095
  **12.** **Disciplinary
Action**
  Employees,
officers and directors of BSI will be held accountable for adherence to this
Code. The penalty for a particular violation of this Code will be decided on a
case-by-case basis and will depend on the nature and severity of the violation
as well as the employee’s history of non-compliance and cooperation in the
disciplinary process. Significant penalties will be imposed for violations
resulting from intentional or reckless behavior. Penalties may also be imposed
when an employee fails to report a violation due to the employee’s indifference,
deliberate ignorance or reckless conduct. All violations of this Code will be
treated seriously and will result in the prompt imposition of penalties which
may include (1) an oral or written warning, (2) a reprimand, (3)
suspension, (4) termination and/or (5) restitution.
  **13.** **No
Rights Created**
  This Code
is a statement of certain fundamental principles, policies and procedures that
govern BSI’s officers, directors and employees in the conduct of BSI’s business.
It is not intended to and does not create any rights in any employee, supplier,
competitor, shareholder or any other person or entity.
 
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