Exhibit
      14.1




**BRENDAN
      TECHNOLOGIES, INC.**


**CODE
      OF CONDUCT**




Introduction .


This
        Code
        of Conduct (this "Code") is applicable to the (1) President and Chief Executive
        Officer, (2) Chief Financial Officer, (3) Chief Accounting Officer or Controller
        and (4) other persons performing similar functions (collectively, the "Covered
        Executives") of Brendan Technologies, Inc. ("Brendan"). As used in this Code,
        "we", "our" or "us" means Brendan, and "you" means a Covered Executive. The
        Covered Executives hold an important and elevated role in corporate governance,
        and are uniquely positioned and empowered to ensure that Brendan's interests
        are
        appropriately balanced, protected and preserved. Brendan's Board of Directors
        (the "Board") has adopted this Code to deter wrongdoing and to promote honest
        and ethical conduct, proper disclosure of financial information in Brendan's
        periodic reports and compliance with applicable laws, rules and regulations
        by
        Brendan's senior officers who have financial responsibilities.
 
 General
        obligations .
 
 In
        performing your duties, we expect you to:
 
 *
        Conduct
        yourself honestly and ethically, including the ethical handling of actual
        or
        apparent conflicts of interest between personal and professional
        relationships.
 
 *
        Refrain
        from using your position for personal gain or competing directly or indirectly
        with Brendan.
 
 *
        Provide, or cause to be provided, full, fair, accurate, timely and
        understandable disclosures in (i) reports and documents that we file with
        the
        Securities and Exchange Commission (the "SEC") and (ii) in other public
        communications made by us.
 
 *
        Comply,
        and encourage others reporting to you to comply, in all material respects
        to all
        applicable rules and regulations of federal, state and local governments,
        the
        SEC and other appropriate private and public regulatory agencies.
 
 *
        Comply,
        and encourage others reporting to you to comply, with this Code and all other
        codes of business conduct or ethics adopted by us from time to
        time.
 
 *
        Promptly report, and encourage others reporting to you to report, any known
        waiver or violation of this Code to any independent director or a member
        of the
        Board.
 
 1
        This
        Code is specifically intended to meet the requirements of Section 406 of
        the
        Sarbanes-Oxley Act of 2002 (including any amendments).
 
 
  Waivers
        from or Changes to the Code.
 
 The
        Board
        will have the sole and absolute discretionary authority to approve any changes
        to this Code and any waivers from this Code. Any waiver from this Code,
        including an implicit waiver, for a Covered Executive will be promptly disclosed
        on a Form 8-K or any other means approved by the SEC. Such disclosure will
        include the nature of the waiver, the name of the Covered Executive to whom
        the
        Board granted the waiver and the date of the waiver. Any change to this Code
        will be promptly disclosed as required by law or regulation of the
        SEC.
 
 Administration
        of and Compliance with this Code .
 
 *Procedures
        for Raising Concerns* .
        You are
        expected to comply with this Code and to report any possible violation of
        this
        Code, so that it can be investigated and evaluated. Concerns may be presented
        in
        person or in writing to a member of the Board. Concerns may be reported on
        a
        confidential and anonymous basis. Written concerns should be addressed a
        member
        of the Board at Brendan Technologies, Inc., Attention: Board of Directors,
        2236
        Rutherford Rd., Suite 107, Carlsbad, CA 92008.
 
 *Procedures
        for Investigating and Resolving Concerns* .
        Reports
        of possible violations will be forwarded to a member of the Board, who may,
        in
        their discretion, assume responsibility for evaluating any possible violation
        and directing or conducting any investigation or may delegate any portion
        of
        such responsibility to a committee of the Board or another person or entity.
        The
        Board will have the authority to engage independent counsel and other advisers,
        as it deems necessary, to assist in its investigation and decision
        process.
 
 After
        conducting the investigation, the results will be evaluated and the Board
        will
        authorize such response, follow-up and preventive actions, if any, as are
        deemed
        necessary and appropriate to address the substance of the reported possible
        violation. We reserve the right to take whatever action it believes appropriate,
        up to and including discharge of any Covered Executive determined to have
        engaged in improper conduct.
 
 We
        will
        not penalize or retaliate against any person or entity for reporting a possible
        violation in good faith. We will not tolerate retaliation against any person
        or
        entity for submitting, or for cooperating in the investigation of, a possible
        violation. Any retaliation will warrant disciplinary action against the person
        who wrongfully retaliates, up to and including termination of
        employment.