Exhibit
14.1




BIOAUTHORIZE
HOLDINGS, INC.




CODE
OF ETHICS





BioAuthorize
Holdings, Inc. is committed to conducting its business in accordance with the
highest ethical standards. It is the policy of BioAuthorize Holdings, Inc. and
each of its subsidiaries (collectively and separately referred to herein as "the
Company") to conduct its business fairly, ethically, and in a fashion that
complies with applicable laws, regulations, and government
requirements.  All conduct inconsistent with this policy is
prohibited. This Code of Ethics requires not only the avoidance of misconduct,
but also the avoidance of acts or omissions that give the appearance of
misconduct. Company directors, officers, employees, and representatives shall
not enter into any activity or incur any expense or liability which would
compromise our commitment to these high standards. Failure to comply with this
Code of Ethics by an officer or employee will subject the officer or employee to
disciplinary action, up to and including termination of employment. Any failure
by a director to comply with this Code of Ethics shall be reported to the
Company’s Board of Directors for review, and the committee shall make a
recommendation to the board of directors on appropriate action, which may
include removal from the board of directors.





This Code
of Ethics is designed to deter wrongful behavior and to promote:





1.    honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;





2.    fair,
full, accurate, timely and understandable disclosure in reports and documents
that a registrant files with, or submits to, the Securities and Exchange
Commission and in other public communications made by the
registrant;





3.    compliance
with applicable governmental laws, rules and regulations;





4.    the
prompt internal reporting to an appropriate person or persons identified in the
Code of violations of the Code; and





5.    accountability
for adherence to the Code.





It is not
possible to enumerate all of the situations which could result in an actual or
apparent violation of this policy. However, the following areas are of
particular concern to the Company with respect to the ethical conduct of the
Company's business. These principles must be interpreted using good judgment and
common sense. Employees and officers are encouraged to discuss questions or
concerns relating to this Code of Ethics with their
supervisors,  other members of management or the outside and
independent Board member designated to entertain issues regarding the Code of
Ethics, while directors should direct their questions and concerns to the Board
of Directors.





CONFLICTS
OF INTEREST. Any direct or indirect conflict of interest between a director,
officer, or employee and the Company is prohibited, unless specifically
consented to by the Company. A director, officer, or employee has a conflict of
interest if, in the course of his or her duties for the Company, his or her
judgment and discretion is or may be influenced by considerations of personal
gain or benefit, or gain or benefit to a third party other than the Company. All
business decisions for the Company should be based upon what a director,
officer, or employee honestly believes to be in the best interests of the
Company and in the long term interest of its stockholders. Potential conflicts
of interest should be immediately reported by directors to the Board of
Directors and by officers and employees notifying their supervisors of the
potential conflict so that an appropriate determination can be made as to
whether or not a conflict exists and what remedial action, if any, should be
taken.





PROTECTION
OF CORPORATE OPPORTUNITIES. Directors, officers, and employees are prohibited
from (a) taking for themselves personally opportunities that are discovered
through the use of corporate property, information, or position; (b) using
corporate property, information, or position for personal gain; and (c)
competing with the Company; unless such opportunity has been rejected by the
Company and the person would not be prohibited from taking advantage of the
opportunity by any other Company policy.








FAIR
DEALING. The Company is committed to conducting its business fairly and in
accordance with the highest ethical standards. No director, officer, or employee
is authorized to use unfair techniques, such as misrepresentation of material
facts or improper concealment of business information to gain a business
advantage. Additionally, no director, officer, or employee or representative of
the Company shall offer or accept a bribe, kickback, or improper favor in order
to secure a business advantage.





CONFIDENTIAL
INFORMATION. During and after employment by or service with the Company,
directors, officers, and employees shall not divulge to third parties, or
appropriate to their own use, or to the use of others, any confidential
information obtained during employment or service for the Company. The term
"confidential information" as used in this policy includes but is not limited to
trade secrets, technical materials and information, geological and geophysical
information, reserve data, prospect data, maps, logs, bid data, transaction
information, processes, technology, compilations of information, engineering
information, financial information, or specifications that are used in the
operation of the Company's business or that may eventually be used in the
operation of the Company's business, and other information relating to the
Company's business that is not public knowledge.





PROTECTION
OF AND PROPER USE OF COMPANY ASSETS. Use or access to Company property for any
unlawful or improper purpose is strictly prohibited. This prohibition includes
any use that is unlawful or improper under applicable law or ethical standards,
regardless of the practices of other companies or individuals. As part of this
obligation, officers and employees shall follow Company procedures to ensure
that business transactions are consistently executed, recorded, and reported in
such a manner as to allow the Company to accurately compile and report its
financial statements. Additionally, all transaction records shall be preserved
for the appropriate amount of time in accordance with Company
policy.





COMPLIANCE
WITH LAWS, RULES, AND REGULATIONS. It is the Company's policy to conduct its
business in accordance with all applicable laws, rules, regulations, and
government requirements. Each director, officer, and employee of the Company is
responsible for familiarizing himself or herself with the laws, rules,
regulations, and government requirements applicable to his responsibilities
within the Company.





REPORTING
OF ILLEGAL OR UNETHICAL BEHAVIOR. It is the direct responsibility of each
officer or employee of the Company to report promptly any actual, attempted, or
apparent violation of laws, rules, regulations, or this Code of Ethics. In the
event that a violation is observed by, responsibly reported to, or is indicated
by records or other information of which the officer or employee becomes aware,
the person should report the event to the outside and independent Board member
designated to entertain issues regarding the Code of Ethics. Any concerns
regarding accounting, internal accounting controls, or auditing matters may be
reported to the Audit Committee of the Board of Directors through the Company's
procedures for such reporting. Officers and employees should always keep in mind
that the Company supports the good faith reporting and investigation of
potential violations of this Code of Ethics.





In no
event will the Company take or threaten any action against an officer or
employee for making a complaint or disclosing information in good
faith.  Retaliation or retribution against any officer or employee who
in good faith reports a violation pursuant to this Code of Ethics is cause for
disciplinary action, up to and including termination of employment.





ENFORCEMENT.
Each responsible manager will be responsible for enforcement of the Code of
Ethics, in coordination with the Company's General Counsel and Human Resources
Department. Disciplinary actions with regard to officers and employees of the
Company will be implemented by the Human Resources Department in accordance with
the Company's disciplinary procedures. Under certain circumstances, violation of
this Code of Ethics may also result in referral for civil action or criminal
prosecution.





WAIVERS.
The Company does not approve of the types of conduct prohibited by this Code of
Ethics and would rarely grant exceptions to its application.  Any
waiver of this Code of Ethics for a director or executive officer of the Company
must be approved by the Board of Directors and the full board, with a majority
of the members of the Board of Directors voting to approve the waiver being
directors who are disinterested, as defined by applicable law, with respect to
the matter giving rise to the need for a waiver. Any waiver of the Code of
Ethics approved for a director or executive officer will be promptly disclosed
to the Company's stockholders in a form 8-K within five days of the waiver and
in any other appropriate manner, as provided for by applicable law, regulations
or listing standards. Any waiver of the Code of Ethics for an employee who is
not an executive officer may be approved by the CEO, his designee, or pursuant
to policies and procedures approved by the CEO.


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