**Exhibit
      14.1**





**CODE
          OF ETHICS**
  **OF**
  **DARK
          DYNAMITE, INC.**
 
 **I.**  **Objectives**
 
 Dark
          Dynamite, Inc. (the “Company”) is committed to the highest level of ethical
          behavior. The Company's business success depends upon the reputation of
          the
          Company and its directors, officer and employees to perform with the highest
          level of integrity and principled business conduct.
 
 This
          Code
          of Ethics (“Code”) applies to all directors, officers and employees of the
          Company, including the Company's principal executive officer and principal
          financial officer, (collectively, the “Covered Persons”). This Code is designed
          to deter wrongdoing and to promote all of 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 Securities
                    and
                    Exchange Commission (the "Commission"), and in other public communications
                    made by the Company
  ·
                compliance
                    with applicable governmental laws, rules and
                    regulations;
  ·
                the
                    prompt internal reporting to an appropriate person or persons
                    identified
                    herein for receiving violations of this
                    Code
  ·
                accountability
                    for adherence to this Code.
 
 Each
          Covered Person must conduct himself or herself in accordance with this
          Code, and
          must seek to avoid even the appearance of improper behavior.
 
 This
          Code
          is not intended to cover every applicable law, or to provide answers to
          all
          questions that might arise; for such, the Company relies on each person’s sense
          of what is right, including a sense of when it is appropriate to seek guidance
          from others on an appropriate course of conduct.
 
 **II.**  **Honest
          And Ethical Conduct**
 
 Each
          Covered Person must always conduct himself or herself in an honest and
          ethical
          manner. Each Covered Person must act with the highest standards of personal
          and
          professional integrity and must not tolerate others who attempt to deceive
          or
          evade responsibility for actions. Honest and ethical conduct must be a
          driving
          force in every decision made by a Covered Person while performing his or
          her
          duties for the Company. When in doubt as to whether an action is honest
          and
          ethical, each Covered Person shall seek advice from his or her immediate
          supervisor or senior management, as appropriate.
 
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  **III.**  **Conflicts
          Of Interest**
 
 The
          term
“conflict of interest” refers to any circumstance that would cast doubt on a
          Covered Person’s ability to act objectively when representing the Company’s
          interest. Covered Persons should not use their position or association
          with the
          Company for their own or their family’s personal gain, and should avoid
          situations in which their personal interests (or those of their family)
          conflict
          or overlap, or appear to conflict or overlap, with the Company's best
          interests.
 
 The
          following are examples of activities that give rise to a conflict of interest.
          These examples do not in any way limit the general scope of the Company's
          policy
          regarding conflicts of interest.
 
 ·
                Where
                    a Covered Person’s association with (or financial interest in) another
                    person or entity would reasonably be expected to interfere with
                    the
                    Covered Person's independent judgment in the Company’s best interest, that
                    association or financial interest creates a conflict of
                    interest.
  ·
                The
                    holding of a financial interest by a Covered Person in any present
                    or
                    potential competitor, customer, supplier, or contractor of the
                    Company
                    creates a conflict of interest, except where the business or
                    enterprise in
                    which the Covered Person holds a financial interest is publicly
                    owned, and
                    the financial interest of the Covered Person in such public entity
                    constitutes less than one percent (1%) of the ownership of that
                    business
                    or enterprise.
  ·
                The
                    acceptance by a Covered Person of a membership on the board of
                    directors,
                    or serving as a consultant or advisor to any board or any management,
                    of a
                    business that is a present or potential competitor, customer,
                    supplier, or
                    contractor of the Company, creates a conflict of interest, unless
                    such
                    relationship is pre-approved in writing by the principal executive
                    officer
                    of the Company.
  ·
                Engaging
                    in any transaction involving the Company, from which the Covered
                    Person
                    can benefit financially or otherwise, apart from the usual compensation
                    received in the ordinary course of business, creates a conflict
                    of
                    interest. Such transactions include lending or borrowing money,
                    guaranteeing debts, or accepting gifts, entertainment, or favors
                    from a
                    present or potential competitor, customer, supplier, or contractor
                    of the
                    Company.
  ·
                The
                    use or disclosure of any unpublished information regarding the
                    Company,
                    obtained by a Covered Person in connection with his or her employment
                    for
                    personal benefit, creates a conflict of
                    interest.
 
 It
          is our
          policy and it is expected that all Covered Persons should endeavor to avoid
          all
          situations that present an actual or apparent conflict of interest. All
          actual
          or apparent conflicts of interest must be handled honestly and ethically.
          If a
          Covered Person suspects that he or she may have a conflict of interest,
          that
          Covered Person is required to report the situation to, and to seek guidance
          from, his or her immediate supervisor or senior management, as appropriate.
          For
          purposes of this Code, directors, the principal executive officer, and
          the
          principal financial officer shall report any such conflict or potential
          conflict
          situations to the chairman of the audit committee, if one be created, and
          in the
          absence of an audit committee, to chairman of the board of directors. Officers
          (other than the principal executive officer and principal financial officer)
          and
          employees of the Company shall report any such situations to their immediate
          supervisor. It is the responsibility of the audit committee chairman or
          the
          chairman of the board, as applicable, to determine if a conflict of interest
          exists or whether such situation is likely to impair the Covered Persons
          ability
          to perform his or her assigned duties with the Company, and if such situation
          is
          determined to present a conflict, to determine the necessary
          resolution.
 
 Loans
          are
          expressly prohibited from the Company to all directors and executive
          officers.
 
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  **IV.**  **Compliance
          With Applicable Laws, Rules And Regulations**
 
 Full
          compliance with letter and the spirit of all applicable governmental laws,
          rules
          and regulations, and applicable rules and listing standards of any national
          securities exchange on which the Company’s securities may be listed, is one of
          the foundations on which this Company’s ethical policies are built. All
          directors and executive officers of the Company must understand and take
          responsibility for the Company's compliance with the applicable governmental
          laws, rules and regulations of the cities, states and countries in which
          the
          Company operates, and for complying with the applicable rules and listing
          standards of any national securities exchange on which the Company’s securities
          may be listed.
 
 **V.**  **Rules
          To Promote Full, Fair, Accurate, Timely and Understandable
          Disclosure**
 
 As
          a
          public company, the Company has a responsibility to report financial information
          to security holders so that they are provided with accurate information
          in all
          material respects about the Company’s financial condition and results of
          operations. It is the policy of the Company to fully and fairly disclose
          the
          financial condition of the Company in compliance with applicable accounting
          principles, laws, rules and regulations. Further, it is the Company’s policy to
          promote full, fair, accurate, timely and understandable disclosure in all
          Company reports required to be filed with or submitted to the Commission,
          as
          required by applicable laws, rules and regulations then in effect, and
          in other
          public communications made by the Company.
 
 Covered
          Persons may be called upon to provide or prepare necessary information
          to ensure
          that the Company’s public reports are complete, fair and understandable. The
          Company expects Covered Persons to take this responsibility seriously and
          to
          provide accurate information related to the Company’s public disclosure
          requirements.
 
 All
          books
          and records of the Company shall fully and fairly reflect all Company
          transactions in accordance with accounting principles generally accepted
          in the
          United States of America, and any other financial reporting or accounting
          regulations to which the Company is subject. No entries to the Company’s books
          and records shall be made or omitted to intentionally conceal or disguise
          the
          true nature of any transaction. Covered Persons shall maintain all Company
          books
          and records in accordance with the Company’s established disclosure controls and
          procedures and internal controls for financial reporting, as such controls
          may
          be amended from time to time.
 
 All
          Covered Persons must report any questionable accounting or auditing matters
          that
          may come to their attention. This applies to all operating reports or records
          prepared for internal or external purposes, such as sales or backlog
          information. If any Covered Person has concerns or complaints regarding
          questionable accounting or auditing matters of the Company, Covered Person
          shall
          report such matters to his or her immediate supervisor. If the immediate
          supervisor is involved in the questionable accounting or auditing matter,
          or
          does not timely resolve the Covered Person’s concern, the Covered Person should
          submit their concerns to the principal executive officer or the principal
          financial officer. If the principal executive officer and the principal
          financial officer are involved in the questionable accounting or auditing
          matter, or do not timely resolve the Covered Person's concerns, the Covered
          person should submit his or her concern directly to the audit committee,
          if one
          be established, or to the board of directors in the absence of a designated
          audit committee. The reporting of any such matters may be done on a confidential
          basis, at the election of the Covered Person making the report.
  3
 
 **VI.**  **Corporate
          Opportunities**
 
 Directors
          and employees are prohibited from taking for themselves opportunities that
          are
          discovered through the use of Company property, information or position,
          or
          using Company property, information or position for personal gain. Directors
          and
          employees have a duty to the Company to advance its legitimate interest
          when the
          opportunity to do so arises.
 
 **VII.**  **Confidentiality**
 
 Directors
          and employees must maintain the confidentiality of non-public, proprietary
          information regarding the Company, its customers or its suppliers, and
          shall use
          that information only to further the business interests of the Company,
          except
          where disclosure or other use is authorized by the Company or legally mandated.
          This includes information disseminated to employees in an effort to keep
          them
          informed or in connection with their work activities, but with the instruction,
          confidential labeling, or reasonable expectation that the information be
          kept
          confidential.
 
 **VIII.**  **Trading
          on Inside Information**
 
 Inside
          information includes any non-public information, whether favorable or
          unfavorable, that investors generally consider important in making investment
          decisions. Examples including financial results not yet released, imminent
          regulatory approval/disapproval of an alliance or other significant matter
          such
          as the purchase or sale of a business unit or significant assets, threatened
          litigation, or other significant facts about a business. No information
          obtained
          as the result of employment at, or a director’s service on the Board of, the
          Company may be used for personal profit or as the basis for a “tip” to others,
          unless such information is first made generally available to the
          public.
 
 **IX.**  **Protection
          and Proper Use of Company Assets**
 
 Directors
          and employees should protect the Company’s assets and ensure their efficient
          use. Theft, carelessness and waste have an adverse impact on the Company
          and its
          profitability. Company assets may only be used for legitimate Company business
          purposes.
 
 **X.**  **Intellectual
          Property**
 
 The
          Company expends a great deal of time, effort and money to protect our
          intellectual property. We are sensitive to issues regarding the improper
          use of
          our intellectual property and avoiding the improper use of intellectual
          property
          of others, including but not limited to copyrights, trademarks, trade secrets
          and patents. In fulfillment of our legal obligations with respect to
          intellectual property rights, the Company adheres to copyright laws, including
          the application of those laws to copyrighted work in print, video, music,
          computer software or other electronic formats. Employees must not make
          any
          unauthorized reproduction of any copyrighted work.
  4
 
 **XI.**  **Reporting
          Violations of the Code**
 
 Any
          Covered Person who becomes aware of any violation of this Code must promptly
          bring the violation to the attention of the appropriate party as follows:
          directors, the Company’s principal executive officer and the principal financial
          officer shall report on a confidential basis any violations to the chairman
          of
          the audit committee, if one be created, and in the absence of an audit
          committee, to the chairman of the board of directors of the Company; Executive
          officers and employees of the Company shall report any violations to the
          Company’s principal executive officer or principal financial
          officer..
 
 **XII.**  **Compliance
          with the Code**
 
 All
          issues of non-compliance with this Code will be reviewed and evaluated
          according
          to the circumstances and severity of the problem. Senior management will
          take
          such actions as it deems appropriate, which can include disciplinary action
          up
          to and including termination of employment, legal action, and other
          measures.
 
 **XIII.**  **Waiver
          of the Code**
 
 Any
          waiver of this Code may be made only by the independent directors on the
          board
          of directors, or by an authorized committee of the board of directors comprised
          solely of independent directors, and will be disclosed as required by law,
          Commission regulations, or the rules and listing standards of any national
          securities exchange on which the Company’s securities may be
          listed.


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