**EXHIBIT
      14**








**NANODYNAMICS
      HOLDINGS, INC.**





**CODE
      OF ETHICS**





**FOR**





**CHIEF
      EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER,**


**CHIEF
      ACCOUNTING OFFICER OR CONTROLLER AND PERSONS PERFORMING SIMILAR
      FUNCTIONS**





**General
      Philosophy**


The
      honesty, integrity and sound judgment of NanoDynamics Holdings, Inc. (the
“Company”)’s Chief Executive Officer, Chief Financial Officer, Chief Accounting
      Officer or Controller and persons performing similar functions (collectively
      the
“Principal Officers”) is fundamental to our reputation and success. The
      professional and ethical conduct of the Principal Officers is essential to
      the
      proper functioning and success of the Company.





**Applicability**


This
      Code
      of Ethics shall apply to the Company’s Principal Officers.





**Standards
      of Conduct**


To
      the
      best of their knowledge and ability, the Principal Officers shall:





·
            act
                with honesty and integrity, including the ethical handling of actual
                or
                apparent conflicts of interest between personal and professional
                relationships;





·
            provide
                full, fair, accurate, timely, and understandable disclosure in reports
                and
                documents that the Company files with, or submits to, the Securities
                and
                Exchange Commission (“Commission”) and in other public communications made
                by the Company;





·
            comply
                with applicable governmental laws, rules and
                regulations;





·
            promote
                the prompt internal reporting of violations of this Code of Ethics
                to the
                Company’s board of directors and outside legal
                counsel;





·
            respect
                the confidentiality of information acquired in the course of
                employment;





·
            maintain
                the skills necessary and relevant to the Company’s needs;
                and










·
            proactively
                promote ethical and honest behavior among employees of the Company
                and its
                subsidiaries.





All
      Principal Officers are expected to adhere to the Company’s Code of Ethics. Any
      violation of this Code of Ethics will be subject to appropriate discipline,
      up
      to and including dismissal from the Company and prosecution under the law.
      The
      board of directors shall have responsibility for administration of this Code
      of
      Ethics and shall have the sole and absolute discretionary authority to approve
      any deviation or waiver from this Code of Ethics for Principal Officers. In
      the
      event that a waiver of, modification of and/or change to this Code of Ethics
      is
      approved and granted, then the notice of the waiver, modification, and/or change
      shall be disclosed as may be required by SEC rules or the rules of any exchange
      on which the securities of the Company are then trading.