**Exhibit 14.1**

 

**SHERWOOD BRANDS, INC.**

 

**CODE OF ETHICSFOR THE CEO AND SENIOR FINANCIAL OFFICERS**

 

Sherwood Brands, Inc. (the “Company”) has aCode of Business Conduct and Ethics applicable to all directors and employeesof the company.  The Chief Executive Officerand all senior financial officers, including the Chief Financial Officer andprincipal accounting officer, are bound by the provisions set forth thereinrelating to ethical conduct, conflicts of interest, and compliance with law.  In addition to the Code of Business Conductand Ethics, the Chief Executive Officer and senior financial officers aresubject to the following additional specific policies:

 

1.                                       TheChief Executive Officer and all senior financial officers are responsible forfull, fair, accurate, timely, and understandable disclosure in the periodicreports required to be filed by the Company with the SEC.  Accordingly, it is the responsibility of theChief Executive Officer and each senior financial officer promptly to bring tothe attention of the Disclosure Committee, if applicable, and to the AuditCommittee any material information of which he or she may become aware thataffects the disclosures made by the Company in its public filings or otherwiseassist the Disclosure Committee, if applicable, and the Audit Committee infulfilling their responsibilities.

 

2.                                       TheChief Executive Officer and each senior financial officer shall promptly bringto the attention of the Disclosure Committee, if applicable, and the AuditCommittee any information he or she may have concerning (a) significantdeficiencies in the design or operation of internal controls that couldadversely affect the Company’s ability to record, process, summarize, andreport financial data or (b) any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the Company’sfinancial reporting, disclosures, or internal controls.

 

3.                                       TheChief Executive Officer and each senior financial officer shall promptly bringto the attention of the Audit Committee any information he or she may haveconcerning any violation of this Code or the Company’s Code of Business Conductand Ethics, including any actual or apparent conflicts of interest betweenpersonal and professional relationships, involving any management or otheremployees who have a significant role in the Company’s financial reporting,disclosures, or internal controls.

 

4.                                       TheChief Executive Officer and each senior financial officer shall promptly bringto the attention of the Disclosure Committee, if applicable, and the AuditCommittee any information he or she may have concerning evidence of a materialviolation of the securities or other laws, rules, or 

 

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regulationsapplicable to the Company and the operation of its business, by the Company orany agent thereof, or of violation of the Code of Business Conduct and Ethicsor of these additional procedures.

 

5.                                       TheBoard of Directors shall determine, or designate appropriate persons todetermine, appropriate actions to be taken in the event of violations of theCode of Business Conduct and Ethics or of these additional procedures by theChief Executive Officer and the Company’s senior financial officers.  Such actions shall be reasonably designed todeter wrongdoing and to promote accountability for adherence to the Code ofBusiness Conduct and Ethics and to these additional procedures, and may includewritten notices to the individual involved that the Board has determined that therehas been a violation, censure by the Board, demotion or re-assignment of theindividual involved, suspension with or without pay or benefits (as determinedby the Board), and termination of the individual’s employment.  In determining the appropriate action in aparticular case, the Board of Directors or such designee shall take intoaccount all relevant information, including the nature and severity of theviolation, whether the violation was a single occurrence or repeatedoccurrences, whether the violation appears to have been intentional orinadvertent, whether the individual in question had been advised prior to theviolation as to the proper course of action, and whether or not the individualin question had committed other violations in the past.

 

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**SHERWOODBRANDS, INC. (the “Company”)**

**CODEOF BUSINESS CONDUCT AND ETHICS**

 

# **Introduction**

#  

This code of Business Conduct and Ethicscovers a wide range of business practices and procedures.  It does not cover every issue that may arise,but it sets out basic principles to guide all employees of the Company.  All Company employees must conduct themselvesaccordingly and seek to avoid even the appearance of improper behavior. Inappropriate circumstances, the Code should also be provided to and followed bythe Company’s agents and representatives, including consultants.

 

If a law conflicts with a policy in thisCode, the employee must comply with the law; however, if a local custom orpolicy conflicts with this Code, the employee must comply with the Code. If anemployee has any questions about these conflicts, the employee should ask hisor her supervisor how to handle the situation.

 

Any employee who violates the standards inthis code may be subject to disciplinary action.  If an employee is in a situation that theemployee believes may violate or lead to a violation of this Code, the employeeshould follow the guidelines described in Section 14 of this Code.

 

**1.****              Compliance withLaws, Rules, and Regulations**

 

Obeying the law, both in letter and inspirit, is the foundation on which this Company’s ethical standards arebuilt.  All employees must respect andobey the laws of the cities, states, and countries in which the Companyoperates,  Although, not all employeesare expected to know the details of the laws, it is important to know enough todetermine when to seek advice from supervisors, managers, or other appropriatepersonnel.

 

**2.****              Conflicts ofInterest**

 

A “conflict of interest” exists when a nindividual’s private interest interferes in any way or even appears toconflict- with the interests of the Company as a whole.  A conflict situation can arise when anemployee, officer, or director takes actions or has interests that may make itdifficult to perform his or her work on behalf of the Company in an objectiveand effective manner.  Conflicts ofinterest may also arise when an employee, officer, or director, or a member ofhis or her family, receives  improperpersonal benefits as a result of his or her position in the Company. Loans to,or guarantees of obligations of, employees and their family members may createconflicts of interest.

 

It is almost always a conflict of interestfor a Company employee to work simultaneously for a competitor, customer, orsupplier. An employee is not allowed to

 

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work for a competitor as a consultant orboard member.  The best policy is toavoid any direct or indirect business connection with the Company’s customers,suppliers, or competitors, except on the Company’s behalf.

 

Conflicts of interest are prohibited as amatter of Company policy, except under guidelines approved by the Board ofDirectors. Conflicts of interest may not always be clear cut, so if a questionarises, the employee should consult with higher levels of management.  Any employee, officer, or director whobecomes aware of a conflict or potential conflict should bring it to theattention of a supervisor, manager, or other appropriate personnel, or consultthe procedures described in Section 14 of this Code.

 

**3.****              Insider Trading**

 

Employees who have access to confidentialinformation are not permitted to use or share that information for stocktrading purposes or for any other purpose except the conduct of the Company’sbusiness.  All non-profit informationabout the Company should be considered confidential information.  To use non-public information for personalfinancial benefit or to “tip” others who might make an investment decision onthe basis of this information is not only unethical but also illegal.  If a question arises, the employee shouldconsult the Company’s Chief Financial Officer.

 

**4.**              **Corporate Opportunities**

 

Employees, officers, and directors areprohibited from taking for themselves personal opportunities that arediscovered through the use of corporate property, information, or positionwithout the consent of the Board of Directors. No employee may use corporateproperty, information, or position for improper personal gain and no employeemay compete with the Company directly or indirectly.  Employees, officers, and directors owe a dutyto the Company to advance its legitimate interests when the opportunity to doso arises.

 

**5.****              Competition and Fair Dealing**

 

The Company seeks to outperform competitorsfairly and honestly.  The Company seekscompetitive advantages through superior performance, never through unethical orillegal business practices. Stealing proprietary information, possessing tradesecret information that was obtained without the owner’s consent, or inducingsuch disclosures by past or present employees of other companies isprohibited.  Each employee, officer, anddirector should endeavor to respect the rights of and deal fairly with theCompany’s customers, suppliers, competitors, and employees. No employee,officer, and director should take unfair advantage of anyone throughmanipulation, concealment, or abuse of privileged information,misrepresentation of material facts, or any other intentional unfair-dealingpractice.

 

 

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To maintain the Company’s valuablereputation, compliance with the Company’s quality products and services meetsreasonable customer expectations. All inspection and testing documentation mustbe handled in accordance with all applicable regulations.

 

The purpose of business entertainment andgifts in commercial settings is to create good will and sound workingrelationships, not to gain unfair advantage with customers.  No gift or entertainment should ever beoffered, given, provided, or accepted by any Company employee, family member ofan employee, or agent unless it (1) is not a cash gift, (2) is consistent withcustomary business practices, (3) is not excessive in value, (4) cannot beconstrued as a bribe or payoff, and (5) does not violate any laws orregulations.  An employee should discusswith his or her supervisor any gifts that the employee is not certain areappropriate.

 

**6.**              **Discrimination and Harassment**

 

The diversity of the Company’s employees is atremendous asset.  The Company is firmlycommitted to providing equal opportunity in all aspects of employment and willnot tolerate any illegal discrimination or harassment or any kind.  Examples include derogatory comments based onracial or ethnic characteristics and unwelcome sexual advances.

 

**7.**              **Health and Safety**

 

The Company strives to provide each employeewith a safe and healthful work environment. Each employee has responsibility for maintaining a safe and healthyworkplace for all employees by following safety and health rules and practicesand reporting accidents, injuries, and unsafe equipment, practices, orconditions.

 

Violence and threatening behavior are notpermitted.  Employees should report towork in condition to perform their duties, free from the influence of illegaldrugs or alcohol. The use of illegal drugs in the workplace will not betolerated.

 

**8.****              Record –Keeping**

 

The Company requires honest andaccurate recording and reporting of information in order to make responsiblebusiness decisions. For example, only the true and actual number of hoursworked should be reported.

 

Many employees regularly usebusiness expense accounts, which must be documented and recordedaccurately.  If an employee is not surewhether a certain expense is legitimate , the employee should ask hissupervisor or the Company’s Chief Financial Officer.

 

All of the Company’s books,records, accounts, and financial statements must be maintained in responsibledetail, must appropriately reflect the Company’s

 

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transactions, and must conformboth to applicable legal requirements and to the Company’s system of internalcontrols.  Unrecorded or “off the books”funds or assets should not be maintained unless permitted by applicable law orregulation and specifically authorized by the Chief Financial Officer.

 

Business records andcommunications often public, and the Company and its employees should avoidexaggeration, derogatory remarks, guesswork, or inappropriate characterizationsof people and companies that can be misunderstood.  This applies equally to email, internalmemos, and formal reports.  Recordsshould always be retained or destroyed according to the Company’s recordretention policies. In accordance with those policies, in the event oflitigation or governmental investigation, employees must consult with theCompany’s Chief Financial Officer before taking any action because it iscritical that any impropriety or possible appearance of impropriety be avoided.

 

**9.****              Confidentiality**

 

Employees, officers, and directors mustmaintain the confidentiality of confidential information entrusted to them bythe Company or its customers, except when disclosures are authorized by anexecutive officer or required or mandated by laws or regulations.  Confidential information includes allnon-public information that might be of use to competitors or harmful to theCompany or its customers, if disclosed. It also includes information that suppliers and customers have entrustedto us.  The obligation to preserveconfidential information continues even after employment ends.

 

**10.****       Protection and Proper Useof Company Assets**

 

All employees, officers, and directors shouldendeavor to protect the Company’s assets and ensure their efficient use.  Theft, carelessness, and waste have a directimpact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reportedfor investigation.  Company assets shouldbe used for legitimate business purposes and should not be used of non-Companybusiness, though incidental personal use may be permitted.

 

The obligation of employees to protectCompany’s assets includes its proprietary information.  Proprietary information includes intellectualproperty, such as trade secrets, patents, trademarks, and copyrights, as wellas business, marketing and service plans, engineering and manufacturing ideas,designs, databases, records, salary information, and any unpublished financialdata and reports.  Unauthorized use ordistribution of this information would violate Company policy.  It could also be illegal and result in civilor even criminal penalties.

 

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**11.****       Payments to GovernmentPersonnel**

 

The U.S. Foreign Corrupt Practices Actprohibits giving anything of value, directly or indirectly, to officials offoreign governments or foreign political candidates in order to obtain orretain business.  It is strictlyprohibited to make payments to government officials of any country without theprior authorization of the Chief Financial Officer.

 

In addition, the U.S. Government has a numberof laws and regulations regarding business gratuities that may be accepted byU.S. Government personnel.  The promise,offer, or delivery to an official or employee of the U.S. government of a gift,favor, or other gratuity in violation of these rules would not only violateCompany policy but could be a criminal offense. State and local governments, as well as foreign governments, may havesimilar rules.

 

**12.****       Waivers of the Code ofBusiness Conduct and Ethics**

 

Any waiver of this Code for executiveofficers or directors may be made only by the Board or a Board committee andwill be promptly disclosed to stockholders as required by law or stock exchangeregulations.

 

**13.****       Reporting any Illegal orUnethical Behavior**

 

Employees are encouraged to talk tosupervisors, managers, or other appropriate personnel when in doubt about thebest course of action in a particular situation.  Employees should report any observed illegalor unethical behavior and any perceived violations of the laws, rules,regulations, or this Code of Business Conduct to appropriate personnel.  It is the policy of the Company not to allowretaliation for reports of misconduct by others made in good faith byemployees.  Employees are expected tocooperate in internal investigation of misconduct.

 

**14.****       Compliance Procedures**

 

We must all work to ensure prompt andconsistent action against violations of this Code.  However, in some situations it is difficultto know right from wrong.  Since wecannot anticipate every situation that will arise, it is important that we havea way to approach a new question or problem. These are the steps to keep in mind:

 

•                  Makesure you have all the facts. In order to reach the right solutions, we mustbe as fully informed as possible.

•                  Askyourself: What specifically am I being asked to do? Does it seem unethical orimproper? This will enable you to focus on the specific question you arefaced with and the alternatives you have. Use judgment and common sense; ifsomething seems unethical or improper, it probably is.

•                  Clarifyyou responsibility and role. In most situations, there is sharedresponsibility. Are your colleagues informed? IT may help to get others involved and discuss the problem.

•                  Discussthe problem with your supervisor. This is the basic guidance for allsituations.  In many cases, yoursupervisor will be more knowledgeable about the

 

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question and will appreciate being broughtinto the decision-making process. Remember that it is your supervisor’s responsibility to help solveproblems.

•                  Seekhelp from Company resources. In the rare case where it may not beappropriate to discuss an issue with your supervisor, or where you do not feelcomfortable approaching your supervisor with your question, discuss it locallywith your office manager or your Human Resources manager.  If that also is not appropriate, address yourconcerns to the Company’s Chief Executive Officer, or Chief Financial Officeror the Chairman of the Board’s Corporate Governance Committee.

•                  Youmay report ethical violations in confidence and without fear of retaliation.If your situation requires that your identity be kept secret, your anonymitywill be protected.  The Company does notpermit retaliation of any kind against employees for good faith reports ofethical violations.

•                  AlwaysAsk first, act later: If you are unsure of what to do in any situation,seek guidance before you act.

 

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**CERTIFICATION**

 

**I certify that I have read the attachedSherwood Brands, Inc Code of Business Conduct and Ethics, have been given anopportunity to ask questions about it, and understand it.  I hereby confirm that I will adhere to itsprincipal and provisions.**

 

 
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