EXHIBIT
14.1





DAIS
ANALYTIC CORPORATION


CODE
OF CONDUCT AND ETHICS





OVERVIEW





This Code
of Conduct and Ethics sets forth the guiding principles by which we operate our
company and conduct our daily business with our stockholders, customers, vendors
and with each other. These principles apply to all of the directors, officers
and employees of Dais Analytic Corporation. (the “Company”).





PRINCIPLES





Complying
with Laws, Regulations, Policies and Procedures





All
directors, officers and employees of the Company are expected to understand,
respect and comply with all of the laws, regulations, policies and procedures
that apply to them in their positions with the Company. Employees are
responsible for talking to their supervisors to determine which laws,
regulations and Company policies apply to their position and what training is
necessary to understand and comply with them.





Directors,
officers and employees are directed to specific policies and procedures
available to persons they supervise.





Conflicts
of Interest





All
directors, officers and employees of the Company should be scrupulous in
avoiding any action or interest that conflicts with, or gives the appearance of
a conflict with, the Company’s interests. A “conflict of interest” exists
whenever an individual’s private or business interests interfere or conflict in
any way (or even appear to interfere or conflict) with the interests of the
Company. A conflict situation can arise when an employee, officer or director
takes actions or has interests that may make it difficult to perform his or her
work for the Company objectively and effectively. Conflicts of interest may also
arise when a director, officer or employee or a member of his or her family
receives improper personal benefits as a result of his or her position with the
Company, whether from a third party or from the Company. Company employees are
encouraged to utilize the Company’s products and services, but this should
generally be done on an arm’s length basis and in compliance with applicable
law.





All
directors, officers and employees of the Company are obligated to disclose
potential and actual conflicts of interest as and when they arise. Subject to
any pre-existing fiduciary duty which exists prior to the time of becoming a
director, officer or employee of the Company, all directors, officers and
employees of the Company are prohibited from participating in any transaction
that is or may pose a conflict of interest with the Company without the prior
written consent of the Company.





If a
conflict of interest shall arise, our directors, officers and employees shall
act in a manner expected to advance and protect the Company’s interests, subject
to any pre-existing fiduciary duties. Conflicts of interest may not always be
clear-cut, so if a question arises, an officer or employee should consult with
higher levels of management, the board of directors or company counsel. Any
employee, officer or director who becomes aware of a conflict or potential
conflict should bring it to the attention of a supervisor, manager or other
appropriate personnel.




Corporate
Opportunity





Directors,
officers and employees are prohibited from (a) taking for themselves
personally opportunities that properly belong to the Company or are discovered
through the use of corporate property, information or position; (b) using
corporate property, information or position for personal gain;
and (c) subject to pre-existing fiduciary obligations, competing with
the Company. Directors, officers and employees owe a duty to the Company to
advance its legitimate interests when the opportunity to do so
arises.





Confidentiality





Directors,
officers and employees must maintain the confidentiality of confidential
information entrusted to them by the Company or its suppliers or customers,
except when disclosure is specifically authorized by the board of directors or
required by laws, regulations or legal proceedings. Confidential information
includes all non-public information that might be material to investors or of
use to competitors of the Company or harmful to the Company or its customers or
employees if disclosed.









Fair
Dealing





We seek
to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing or utilizing
trade secret information that was obtained without the owner’s consent or
inducing such disclosures by past or present employees of other companies is
prohibited.





Each
director, officer and employee is expected to deal fairly with the Company’s
customers, suppliers, competitors, officers and employees. No one should take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other unfair
dealing.





Protection
and Proper Use of the Company Assets





All
directors, officers and employees should protect the Company’s assets and ensure
their efficient use. All Company assets should be used only for legitimate
business purposes.





Public
Company Reporting





As a
public company, it is of critical importance that the Company’s filings with the
Securities and Exchange Commission be accurate and timely and not contain any
known material misrepresentation or omission. Depending on their position with
the Company, an employee, officer or director maybe called upon to provide
necessary information to assure that the Company’s public reports are complete,
fair and understandable. The Company expects employees, officers and directors
to take this responsibility very seriously and to provide prompt accurate
answers to inquiries related to the Company’s public disclosure
requirements.





Inside
Information and Securities Trading





The
Company’s directors, officers or employees who have access to material,
non-public information are not permitted to use that information for stock
trading purposes or for any purpose unrelated to the Company’s business. It is
also against the law to trade or to “tip” others who might make an investment
decision based on inside company information. For example, using non-public
information to buy or sell the Company stock, options in the Company stock or
the stock of any Company supplier, customer or competitor is prohibited. The
consequences of insider trading violations can be severe. These rules also apply
to the use of material, nonpublic information about other companies (including,
for example, our customers, competitors and potential business partners). In
addition to employees, these rules apply to an employee’s spouse, children,
parents and siblings, as well as any other family members living in the
employee’s home.





Financial
Statements and Other Records





All of
the Company’s books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company’s
transactions and must both conform to applicable legal requirements and to the
Company’s system of internal controls.  Unrecorded or “off the books”
funds or assets should not be maintained unless permitted by applicable law or
regulation.









Records
should always be retained or destroyed according to the Company’s record
retention policies. In accordance with those policies, in the event of
litigation or governmental investigation, please consult the board of
directors.





Improper
Influence on Conduct of Audits





No
director or officer, or any other person acting under the direction thereof,
shall directly or indirectly take any action to coerce, manipulate, mislead or
fraudulently influence any public or certified public accountant engaged in the
performance of an audit or review of the financial statements of the Company if
that person knows or should know that such action, if successful, could result
in rendering the Company’s financial statements materially misleading. Any
person who believes such improper influence is being exerted should report such
action to such person’s supervisor, or if that is impractical under the
circumstances, to any of our directors.





Types of
conduct that could constitute improper influence include, but are not limited
to, directly or indirectly:





·
            Offering
      or paying bribes or other financial incentives, including future
      employment or contracts for non-audit
services;


·
            Providing
      an auditor with an inaccurate or misleading legal
  analysis;


·
            Threatening
      to cancel or canceling existing non-audit or audit engagements if the
      auditor objects to the Company’s
accounting;


·
            Seeking
      to have a partner removed from the audit engagement because the partner
      objects to the Company’s
accounting;


·
            Blackmailing;
      and


·
            Making
      physical threats.





Anti-Corruption
Laws





The
Company complies with the anti-corruption laws of the countries in which it does
business, including the U.S. Foreign Corrupt Practices Act (FCPA). Directors,
officers and employees will not directly or indirectly give anything of value to
government officials, including employees of state-owned enterprises or
political candidates.  These requirements apply both to Company
employees and agents, such as third party sales representatives, no matter where
they are doing business. If you are authorized to engage agents, you are
responsible for ensuring they are reputable and for obtaining a written
agreement to uphold the Company’s standards in this area.





REPORTING
ILLEGAL OR UNETHICAL BEHAVIOR





Reporting
Illegal or Unethical Behavior





Employees,
officers and directors who suspect or know of violations of this Code or illegal
or unethical business or workplace conduct by employees, officers or directors
have an obligation to contact either their supervisor or superiors. If the
individuals to whom such information is conveyed are not responsive, or if there
is reason to believe that reporting to such individuals is inappropriate in
particular cases, then the employee, officer or director may contact the Chief
Executive Officer or the President of the Company. Such communications will be
kept confidential to the extent feasible. If the employee is still not satisfied
with the response, the employee may contact the chairman of the board of
directors or any of the Company’s outside directors.





Accounting
Complaints





The
Company’s policy is to comply with all applicable financial reporting and
accounting regulations.  If any director, officer or employee of the
Company has unresolved concerns or complaints regarding questionable accounting
or auditing matters of the Company, then he or she is encouraged to submit those
concerns or complaints (anonymously, confidentially or otherwise) to the
Company’s directors.  Subject to their legal duties, the directors
will treat such submissions confidentially.









Non-Retaliation





The
Company prohibits retaliation of any kind against individuals who have made good
faith reports or complaints of violations of this Code or other known or
suspected illegal or unethical conduct.





Amendment,
Modification and Waiver





This code
may be amended or modified by the board of directors of the Company. Only the
board of directors or a committee of the board of directors with specific
delegated authority may grant waivers of this Code of Conduct and Ethics.
Waivers will be disclosed to stockholders as required by the Securities Exchange
Act of 1934 and the rules thereunder and the applicable rules of the American
Stock Exchange.





Violations





Violation
of this Code of Conduct and Ethics is grounds for disciplinary action up to and
including termination of employment. Such action is in addition to any civil or
criminal liability which might be imposed by any court or regulatory
agency.









CODE
OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS





Attached
hereto is the Code of Conduct and Ethics applicable to all directors, officers
and employees of the Company. The CEO and all senior financial officers,
including the CFO and principal accounting officer, are bound by the provisions
set forth therein relating to ethical conduct, conflicts of interest, and
compliance with law. In addition to the Code of Conduct and Ethics, the CEO and
senior financial officers are subject to the following additional specific
policies:





1. Act
with honesty and integrity, avoiding actual or apparent conflicts between
personal, private interests and the interests of the Company, including
receiving improper personal benefits as a result of his or her
position.





2.
Disclose to the CEO and the Board of Directors of the Company any material
transaction or relationship that reasonably could be expected to give rise to a
conflict of interest.





3.
Perform responsibilities with a view to causing periodic reports and documents
filed with or submitted to the SEC and all other public communications made by
the Company to contain information that is accurate, complete, fair, objective,
relevant, timely and understandable, including full review of all annual and
quarterly reports.





4. Comply
with laws, rules and regulations of federal, state and local governments
applicable to the Company and with the rules and regulations of private and
public regulatory agencies having jurisdiction over the Company.





5. Act in
good faith, responsibly, with due care, competence and diligence, without
misrepresenting or omitting material facts or allowing independent judgment to
be compromised or subordinated.





6.
Respect the confidentiality of information acquired in the course of performance
of his or her responsibilities except when authorized or otherwise legally
obligated to disclose any such information; not use confidential information
acquired in the course of performing his or her responsibilities for personal
advantage.





7. Share
knowledge and maintain skills important and relevant to the needs of the
Company, its stockholders and other constituencies and the general
public.





8.
Proactively promote ethical behavior among subordinates and peers in his or her
work environment and community.





9. Use
and control all corporate assets and resources employed by or entrusted to him
or her in a responsible manner.





10. Not
use corporate information, corporate assets, corporate opportunities or his or
her position with the Company for personal gain; not compete directly or
indirectly with the Company.





11.
Comply in all respects with the Company’s Code of Conduct and
Ethics.





12.
Advance the Company’s legitimate interests when the opportunity
arises.  The board of directors will investigate any reported
violations and will oversee an appropriate response, including corrective action
and preventative measures. Any officer who violates this Code will face
appropriate, case specific disciplinary action, which may include demotion or
discharge.





Any
request for a waiver of any provision of this Code must be in writing and
addressed to the Chairman of the Board of Directors of the Company. Any waiver
of this Code will be disclosed promptly on Form 8-K or any other means approved
by the Securities and Exchange Commission.