**Exhibit14.1**

 

**MOSSIMO,INC.**

 

**CODE OFBUSINESS CONDUCT**

 

**April 26,2004**

 

Mossimo, Inc.’s Code of Business Conduct (“Code”) setsforth the guiding principles by which we operate our company and conduct ourdaily business with our shareholders, customers, vendors and with each other isintended as an overview of the Company’s guiding principles and not as arestatement of Company policies and procedures.

 

This Code cannot and is not intended to cover everyapplicable law or provide answers to all questions that might arise; for thatwe must ultimately rely on each person’s good sense of what is right, includinga sense of when it is proper to seek guidance from others on the appropriatecourse of conduct. Because our business depends upon the reputation of the Companyand its directors, officers and employees for integrity and principled businessconduct, in many instances this Code goes beyond the requirements of the law.

 

These principles apply to all directors, officers andemployees of Mossimo. It is the obligation of each and every director, officerand employee of Mossimo to become familiar with the goals and policies of theCompany and integrate them into every aspect of our business. Our ethics areultimately determined by all of us as we do our daily jobs. Our standard hasbeen, and will continue to be, that of the highest ethical conduct.

 

1.             ComplyingWith Law and Code

 

All employees, officers and directors of the Companyshould respect and comply with all of the laws, rules and regulations of theUnited States and other countries, and the states, counties, cities and otherjurisdictions, in which the Company conducts its business or the laws, rulesand regulations of which are applicable to the Company (collectively, the “Laws”).

 

Such legal compliance should include, withoutlimitation, compliance with the “insider trading” prohibitions applicable tothe Company and its employees, officers, and directors. Generally, employees,officers, and directors who have access to or knowledge of confidential or non-publicinformation from or about the Company are not permitted to buy, sell, orotherwise trade in the Company’s securities, whether or not they are using orrelying upon that information. This restriction extends to sharing or tippingothers about such information, especially since the individuals receiving suchinformation might utilize such information to trade in the Company’s securities.Company employees, officers, and directors are directed to discuss anyquestions they may have regarding the applicability of such “insider trading”prohibitions with the Company’s Chief Financial Officer.

 

Please consult with the Company’s Chief ExecutiveOfficer or Chief Financial Officer immediately if you have questions about anyof the Laws.

 

----

 

2.             Conflictsof Interest

 

All employees, officers, and directors of the Companyshould be scrupulous in avoiding a conflict of interest with the Company’sinterests (a “Conflict of Interest”). A Conflict of Interest exists whenever anindividual’s private interests interfere or conflict in any way (or even appearto interfere or conflict) with the interests of the Company. A Conflict ofInterest can arise when an employee, officer, or director takes actions or hasinterests that may make it difficult to perform his or her Company workobjectively and effectively. A Conflict of Interest may also arise when anemployee, officer, or director, or members of his or her family, receivesimproper personal benefits as a result of his or her position in the Company,whether received from the Company or a third party.

 

Conflicts of Interest are prohibited as a matter ofCompany policy, except under guidelines approved by the Board of Directors ofthe Company (the “Board”) or committees of the Board. Conflicts of Interest maynot always be clear-cut, so if you have any questions, you should immediatelyconsult with the Company’s Chief Executive Officer or Chief Operating Officer. Anyemployee, officer, or director who becomes aware of a Conflict of Interest or aPotential Conflict of Interest should bring it to the attention of asupervisor, manager, other appropriate personnel, Chief Executive Officer orChief Financial Officer.

 

3.             CorporateOpportunity

 

Employees, officers, and directors are prohibited from(a) taking for themselves personally opportunities that properly belong to theCompany or are discovered through the use of corporate property, information,or position; (b) using corporate property, information, or position forpersonal gain; and (c) competing with the Company.

 

Employees, officers, and directors owe a duty to theCompany to advance its legitimate interests when the opportunity to do soarises.

 

4.             Confidentiality

 

Employees, officers, and directors of the Company mustmaintain the confidentiality of confidential information entrusted to them bythe Company or its suppliers or customers, except when disclosure is authorizedby the Company or required by laws, regulations, or legal proceedings. Wheneverfeasible, employees, officers, and directors should consult with the Company’sChief Executive Officer or Chief Financial Officer if they believe they have alegal obligation to disclose confidential information. Confidential informationincludes all non-public information that might be of use to competitors of theCompany, or harmful to the Company or its customers if disclosed.

 

5.             FairDealing

 

Each employee, officer, and director should endeavorto deal fairly with the Company’s customers, suppliers, competitors, officers,and employees. None should take unfair advantage of anyone throughmanipulation, concealment, abuse of privileged information, misrepresentationof material facts or any other unfair dealing practice.

 

----

 

6.             ProtectionAnd Proper Use Of Company Assets

 

All employees, officers, and directors should protectthe Company’s assets and ensure their efficient use. Theft, carelessness, andwaste have a direct impact on the Company’s profitability. All Company assetsshould be used for legitimate business purposes.

 

7.             ReportingAny illegal Or Unethical Behavior

 

Employees are encouraged to talk to supervisors,managers, or other appropriate personnel about observed illegal or unethicalbehavior and, when in doubt, about the best course of action in a particularsituation. Employees, officers, and directors who are concerned that violationsof this Code or that other illegal or unethical conduct by employees, officers,or directors of the Company have occurred or may occur should either contacttheir supervisor or superiors. If they do not believe it appropriate or are notcomfortable approaching their supervisors or superiors about their concerns orcomplaints, then they may contact the Company’s Chief Executive Officer orChief Financial Officer. If their concerns or complaints requireconfidentiality, including keeping their identity anonymous, then thisconfidentiality will be protected, subject to applicable law, regulation orlegal proceedings.

 

8.             NoRetaliation

 

The Company will not permit retaliation of any kind byor on behalf of the Company and its employees, officers, and directors againstgood faith reports or complaints of violations of this Code or other illegal orunethical conduct.

 

9.             SpecialEthics Obligations For Employees with Financial Reporting Responsibilities

 

As a public company, it is of critical importance thatthe Company’s filings with the Securities and Exchange Commission (the “Commission”)be accurate and timely. Depending on their position with the Company, anemployee, officer, or director may be called upon to provide necessary informationto assure that the Company’s public reports are complete, fair andunderstandable. The Company expects employees, officers, and directors to takethis responsibility very seriously and to provide prompt accurate answers toinquiries related to the Company’s public disclosure requirements.

 

The Accounting Department bears a specialresponsibility for promoting integrity throughout the organization, withresponsibilities to stakeholders both inside and outside of Mossimo. The ChiefExecutive Officer, the Chief Financial Officer and the Accounting Departmentpersonnel have a special role both to adhere to these principles themselves andalso to ensure that a culture exists throughout the company as a whole thatensures the fair and timely reporting of Mossimo’s financial results andcondition. Because of this special role, the Chief Executive Officer, the ChiefFinancial Officer and all members of Mossimo’s Accounting Department are boundby the following Financial Officer Code of Ethics, and each agrees that he orshe will:

 

•                                          Actwith honesty and integrity, avoiding actual or apparent conflicts of interestin personal and professional relationships.

 

----

 

•                                          Provideinformation that is accurate, timely, and understandable disclosure in reportsand documents that Mossimo files with, or submits to, government agencies andin other public communications.

 

•                                          Complywith rules and regulations of federal, state, provincial and local governments,and other appropriate private and public regulatory agencies.

 

•                                          Respectthe confidentiality of information acquired in the course of one’s work exceptwhen authorized or otherwise legally obligated to disclose.

 

•                                          Shareknowledge and maintain skills important and relevant to stakeholder’s needs.

 

•                                          Proactivelypromote and be an example of ethical behavior.

 

•                                          Achieveresponsible use of and control over all assets and resources employed orentrusted.

 

•                                          Promptlyreport to the Chairman of the Audit committee any conduct that the individualbelieves to be a violation of law or business ethics or of any provisions ofthe Code, including any transaction or relationship that reasonably could beexpected to give rise to such a conflict.

 

10.           Violations

 

Violations of this Code, including failures to reportpotential violations by others, will be viewed as a severe disciplinary matterthat may result in personnel action, including termination of employment. Ifyou believe that a violation of the Code has occurred, please contact the AuditCommittee of the Board of Directors.

 

11.           Amendment,Modification And Waiver

 

This Code may be amended, modified or waived by theBoard, subject to the disclosure and other provisions of the SecuritiesExchange Act of 1934 (the “Exchange Act”), and the rules thereunder. TheCompany shall immediately disclose of any change to, or waiver from, this Codefor its principal executive officer, chief operating officer, and seniorfinancial officers in accordance with the Exchange Act and the rules andregulations of the Commission.

 

*********

 

----

 

**MOSSIMO, INC.**

 

**CORPORATESECRETARY’S**

 

**CERTIFICATEOF ADOPTION**

 

The undersigned, being the duly acting and appointedSecretary of Mossimo, Inc. a Delaware corporation, hereby certifies thateffective April 26, 2004, the Board of Directors of this corporation duly adoptedthe attached Code of Business Conduct.

 
| Dated: April 26, 2004 |
|-----------------------|
|                  |
|                  |   | , Secretary |

 

----