**Exhibit 14.1**

**XELR8 HOLDINGS, INC.**

**CODE OF CONDUCT AND ETHICS**

**I.  APPLICATION OF CODE**

This Code of Conduct and Ethics (the “Code”) appliesto all directors, officers, and employees (“Covered Persons”) of XELR8Holdings, Inc. and its subsidiaries (“XELR8”).

This Code is neither a contract of employment nor aguarantee of continuing XELR8 policies.  XELR8 reserves the right toamend, supplement or discontinue this Code, without prior notice, at any time.

**II. DECISION-MAKING; OPERATION OF THECODE**

**A.****            CORE VALUES**

The world of business is complex and ever morefast-paced.  How to make good choices and take the right action issometimes unclear.  XELR8’s long-term success depends upon the choices wemake every day, so we must all understand and meet the high expectations setherein as to the way we behave in our business at all times.

First, we must base our decisions and actions on ourcore values of honesty, fairness and integrity.

•                    Wewill not tolerate fraud, deceit or concealment.

•                    Businessand company decisions must be based on fact and fairness, not bias orprejudice.

•                    Businessand company decisions must be based on strict principles of right and wrong asdefined by the principles set forth in this Code.

**B.**            **COMPLIANCE WITH THE CODE**

Simply put, we all must comply with this Code. It supports us in making good decisions and taking the right actions to helpkeep us from making the wrong choice and helps us comply with the laws, rulesand regulations that apply to our business.

Covered Persons are expected to understand how theCode applies to his or her own job, business decisions and activities.  Ifyou do not understand, the Chief Financial Officer (the “CFO”) is available toanswer your questions.

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XELR8 recognizes that some choices about how toconduct business are complicated.  Any time one encounters a difficultdecision or does not understand how the Code applies in a particular case, theyshould ask for advice and guidance. If anyone covered by this Code becomesaware of any violations or potential violations, or has complaints or concernsregarding accounting, internal accounting controls, or auditing matters, theymust promptly notify the CFO or Chief Executive Officer (the “CEO”). Covered Persons found to have violated this Code will be subject to disciplinaryaction that may include termination of employment.

****XELR8 will not tolerateretaliation against anyone who makes a good**********faith report regarding a violation or potentialviolation of this Code.******

**III. BASIC PRINCIPLES**

**1.****             FAIR DEALING: **We will deal honestly andethically with XELR8 and with its distributors, customers, suppliers,competitors, endorsers, employees and other stakeholders.

We will treat people fairly. We must not take unfairadvantage of anyone through manipulation, concealment, abuse of privileged orotherwise undisclosed information, misrepresentation of material facts or anyother unfair-dealing practices.

**2.****             CONFLICT SITUATIONS: **A conflictsituation can arise when one of us takes action or has interests that may makeit difficult to perform our XELR8 work objectively and effectively.

We must avoid any investment, interest, or associationthat interferes or might interfere with the independent exercise of our ownindividual best judgment and with our obligation to perform our responsibilitiesin XELR8’s best interest.

Forexample:

1.                                       Wewill deal with all suppliers, customers, and all other persons doing businesswith XELR8 in a completely fair and objective manner without favor orpreference based upon personal financial or relationship considerations.

2.                                       Wewill not accept from or give to any supplier, customer, or competitor any giftor entertainment except as allowed under “Gifts, Meals and Entertainment” underPolicy 4 below.

3.                                       Wewill not do business on behalf of XELR8 with a member of our household or aclose relative, unless the transaction is disclosed in writing to the CEO, andit is determined that the transaction is on arms-length terms and is consistentwith the purposes of this Principle.

Aclose relative would include, for example, at a minimum, a spouse, domesticpartner, parent, parent-in-law, sibling, sibling-in-law, child orson/daughter-in-law, or stepparent, stepsibling, or stepchild.

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4.                                       Wewill not, directly or indirectly, have a financial interest in any firm or companywhich is a competitor of XELR8 if such financial interest represents a materialpercentage of the total net worth of the Covered Person, or if such ownershipcreates a direct conflict of interest for the Covered Person in connection withwork the Covered Person is performing for XELR8.

5.                                       Wewill not, directly or indirectly, have a financial interest in or hold anyemployment, managerial, directorial, consulting or other position with any firmor company which does or seeks to do business with XELR8, if such interest orposition may influence any decision that we might make in the performance ofour regular duties.

6.                                       Officersand employees must disclose to the CEO, and a director must disclose to theboard of directors, the existence of any such conflict of interest or position,whether actual or proposed. XELR8 will review such case with the appropriateofficers, directors and legal counsel, if necessary, and they will determinewhether the existence of such conflict of interest or position is or may be inconflict with this Principle or otherwise detrimental to the best interest ofXELR8 or any of its operations. If they determine that such conflict ordetrimental effect may occur, such steps as are necessary to correct thesituation will be immediately taken.

**3.****             OPPORTUNITIES: **When presented withopportunities related to XELR8’s business interests, we must first offer thoseopportunities to XELR8. We will not: (a) take for ourselves personally, or formembers of our household or close relatives, opportunities that are discoveredthrough the use of XELR8 property, information or position; or, (b) use XELR8property, information, or position for personal gain.

**4.****             GIFTS, MEALS AND ENTERTAINMENT: ** Whenyou are providing a gift, meal, entertainment or other accommodation inconnection with XELR8 business, you must do so in a manner that is in goodtaste and without excessive expense.  You may not furnish or offer tofurnish any gift that is of more than token value or that goes beyond thecommon courtesies associated with accepted business practices.

You also should follow the above guidelines forreceiving gifts.  You should not accept any significant gift, payment, oranything of value from distributors, customers, vendors or anyone else doingbusiness with XELR8, if the gift would likely be perceived as undulyinfluencing your business decisions.  Accepting a company t-shirt orcoffee mug, for instance, is not likely to change your assessment of apotential business relationship.

Our suppliers and customers likely have gift andentertainment policies of their own.  You must be careful never to providea gift or entertainment that violates the other company’s gift andentertainment policy.

What is acceptable in the commercial businessenvironment may be entirely unacceptable in dealings with governments in theUnited States and other countries.  There are strict laws that

 

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governproviding gifts, including meals, entertainment, transportation and lodging togovernment officials and employees.  You are prohibited from providinggifts or anything of value to government officials or employees or members oftheir families in connection with XELR8 business without prior written approvalfrom the CEO.  For more information, see the section of this Code regarding“Laws Relating to Payments to Government Officials/Employees.”

**5.****             ACCURACY AND INTEGRITY OF BOOKS, RECORDS ANDACCOUNTS:**  All XELR8 books, records and accounts must accuratelyreflect the nature of the transactions recorded.  Books and recordsinclude but are not limited to ledgers, vouchers, bills, invoices, time sheets,expense reports, payroll and benefits records and other essential company data.

All assets and liabilities of XELR8 must be properlyrecorded in the regular books of account.

No undisclosed or unrecorded fund or asset shall beestablished in any amount for any purpose.

No transaction or arrangement shall be structured tocircumvent XELR8’s internal control system.

No false or artificial entries shall be made for anypurpose.

No payment shall be made, nor purchase price agreedto, with the intention or understanding that any part of such payment is to beused for any purpose other than that described in the document supporting thepayment.

**6.****             PROTECTION OF CONFIDENTIAL INFORMATION OF CUSTOMERSAND OTHERS: **We must not accept non-public information provided by asupplier or other party with the condition or understanding that it be keptconfidential unless such information is subject to a written confidentialdisclosure agreement or confidentiality provision drafted or approved by XELR8’slegal advisors.

We must maintain the confidentiality of informationentrusted to XELR8 by a third party, except when disclosure is legally mandatedas determined by XELR8’s legal advisors.

We must not seek or accept confidential information ofor about a competitor in an illegal or unethical manner.

If we have confidential information about a formeremployer or any other entity with which we were previously affiliated, we areexpected to abide by our obligation to keep such informationconfidential.  XELR8 will not require and does not want us to use ordisclose such information in our capacity as a director, officer or employee ofXELR8.

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**7.             FULL,FAIR, ACCURATE TIMELY AND UNDERSTANDABLE DISCLOSURES: **Wewill ensure that XELR8’s public disclosures comply with all applicablesecurities laws, including all applicable financial reporting and accountingregulations. Strict compliance with corporate accounting policies andprocedures is required, as is full cooperation with internal and externalauditors.

**8.****             COMPLIANCE WITH THE LAW:  **We arerequired to familiarize ourselves with all the laws, rules and regulations thatapply in the areas within the scope of our work responsibilities, including, asapplicable, the following areas:

**A.****            Food and Drug Laws**

We must comply with all applicable laws, rules,regulations, consent decrees and other orders of the United States Food andDrug Administration governing research, development, manufacture, distributionand promotion of foods, nutritional or related products and services.

**B.****            Antitrust and Competition Laws:**

When we are dealing with competitors, the followingpolicies shall apply:

1.                                       Wemust not enter into any agreement or understanding that has the purpose oreffect of improperly restraining competition. Illegal agreements orunderstandings among competitors include price fixing, market allocation, andbid rigging.

2.                                       Wemust not exchange, discuss, or benchmark with any competitor informationrelating to XELR8 prices or pricing policies, distribution policies, supplierpricing or selection, customer selection or classification, credit policies,advertising policies or any other similar competitive information.

3.                                       Wemust not participate in any formal or informal trade association or othermeetings with competitors at which agreements or understandings of the typedescribed in paragraph (1) are being made or at which competitive informationof the type described in paragraph (2) is being exchanged or discussed.

**C.****            Insider Trading.**

If a person possesses material non-public informationconcerning a company that issues publicly-traded securities, it is generallyillegal for the person to trade in securities of that company or to “tip”others who might trade in such securities.

Covered Persons and third parties who are in aconfidential relationship with XELR8 (as well as such individuals’ householdmembers and close relatives), shall not trade in or recommend the purchase orsale of XELR8’s common stock (or any other equity or debt securities of XELR8)while they are in possession of material information regarding the operationsor prospects of XELR8 that has not been publicly disclosed and disseminated.

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Covered Persons shall also similarly abstain fromtrading in, or recommending the purchase or sale of the securities of any othercompany that issues publicly-traded securities of which they have obtainedmaterial non-public information as a result of their employment by oraffiliation with XELR8.

Covered Persons shall not disclose any such materialnon-public information to third parties except when done for valid businesspurposes (and covered by an appropriate confidential disclosure agreement). Insuch cases the Covered Persons must have no reason to believe the informationwill be misused or the disclosure might otherwise violate federal securitieslaws. United States’ securities laws prohibit selective disclosures of materialnon-public information to third parties who are not bound by confidentialityagreements or certain confidential relationships to preserve theconfidentiality of such information. Covered Persons should consult with theCEO or CFO before making disclosures to third parties that might constituteselective disclosure or if they believe a selective disclosure may have alreadybeen made by inadvertence or otherwise.

“Material information” is information which, ifpublicly disclosed, could reasonably be expected to affect the market value ofa company’s securities or to influence a reasonable investor’s decisions withrespect to those securities. Specific examples of material information includegenerally unanticipated changes in revenues, annual and quarterly earnings ordividend rates, significant write-offs or significant increases in reserves,public offerings of any XELR8 securities, significant acquisitions ordispositions, joint ventures, proposed tender offers or stock splits, andsenior management changes. Information regarding major new productdevelopments, suppliers, contract awards or terminations, expansion plans, orsignificant litigation or regulatory proceedings may also fall in the categoryof material information.

To prevent violations of these laws and avoid even theappearance of impropriety, XELR8 may impose “blackout periods” during whichcertain Covered Persons should not engage in any transactions involving XELR8’ssecurities. Affected Covered Persons will be notified of any such blackoutperiod.

**D.**            **Laws Relating to Payments to GovernmentOfficials/Employees.**

We must not directly or indirectly pay, give, offer,or promise any form of bribe, gratuity, or kickback to any government officialor employee.  We must comply with the United States Foreign CorruptPractices Act, and with similar laws elsewhere, that apply to payments togovernment officials/employees of other countries.

Under the Foreign Corrupt Practices Act, we may notdirectly or indirectly pay, give, offer, or promise money or anything of valueto any officer, employee or representative of a government outside the UnitedStates or of a public international organization, or to any political party,party official, or candidate for political office outside the United States inorder to (1) secure an improper advantage in obtaining, retaining, or directingbusiness, (2) influence any act or decision of the recipient in an officialcapacity, or (3) induce the recipient to do or omit to do an act in violationof such person’s lawful duty.

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An example of an impermissible indirect activity wouldbe a payment made through an intermediary or agent where we know or should beaware that such payment would be passed along for prohibited purposes.

**E.****                                      LawsRelating to Equal Employment Opportunity and Workplace Harassment andDiscrimination.**

XELR8’s policy is to provide employment opportunitieswithout regard to race, religion, color, national origin, sex, age, ancestry,citizenship, veteran status, marital status, sexual orientation, or disabilityor any other reason prohibited by law. Decisions as to hiring, promotion andother aspects of the employment relationship should be based solely upon job-relatedqualifications.

XELR8 also prohibits sexual harassment, as well asharassment based on any of the other characteristics listed above, and willtake appropriate action to eliminate prohibited harassment and remedy theeffects of such harassment.  XELR8’s harassment policy is described infurther detail in the Staff Handbook.

**F.****             Laws Relating to Data Privacy**

XELR8 is committed to the protection of an individuals’privacy. We must comply with applicable privacy laws, rules and regulationswherever XELR8 does business, and in all aspects of its business. Those laws,rules and regulations are complex. If anyone has a question or concern aboutcollecting, using, disclosing or storing an individual’s information, eitherwithin XELR8 or in a relationship with a third party, contact the CFO foradvice before proceeding.

**G.****            Laws Relating to the Environment.**

XELR8 is committed to protecting the environment byminimizing the negative environmental impact of our operations and promotingsustainable use of natural resources. We must comply with all applicableenvironmental laws, rules and regulations wherever we do business.

**H.****            Laws Relating to Political Contributions.**

Except as permitted by applicable law, we will notprovide or promise XELR8 funds or services for political purposes to anypolitical party or any candidate for, or incumbent in, any public office.

In many instances in the United States, gifts,contributions, or expenditures by or on behalf of XELR8 in connection with anyfederal, state, or local election or political process are prohibited orregulated. We will not make any contributions on behalf of XELR8 without theprior written approval of the CEO.

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**I.****              Anti Money-Laundering Laws**

We will comply with all applicable antimoney-laundering laws, rules and regulations of the United States and othercountries having comparable laws.

The anti money-laundering laws prohibit us from engagingin a financial transaction if we know that the funds involved in thetransaction were derived from illegal activities. If you believe that the otherparty to a business transaction is engaged in any illegal activity or is usingproceeds derived from an illegal activity, you must obtain approval from theCEO to entering into the transaction.

**9.****             PROTECTION OF RESOURCES: **We mustsafeguard XELR8’s assets against loss, damage, carelessness, waste, misuse andtheft.

XELR8’s assets, such as intellectual property,electronic media, work time, equipment, funds, products and services, areintended for legitimate business use.

We must use XELR8’s assets efficiently and forlegitimate business purposes; never for illegal or unethical purposes.

**10.****          PROTECTION OF CONFIDENTIAL INFORMATION:** The disclosure of confidential information regarding XELR8’s business,financial, or legal matters or operations, whether intentional or accidental,can adversely affect the financial stability and competitive position of XELR8and the job security of its employees.

Because of this risk of harm to XELR8 and itsemployees, we must not, during the term of our employment by or affiliationwith XELR8 or thereafter, disclose to third parties any confidentialinformation obtained during the course of employment or affiliation exceptpursuant to an approved confidential disclosure agreement, unless suchdisclosure is legally mandated as determined by the XELR8 board of directors.

**11.****          EMPLOYEE HEALTH AND SAFETY:** XELR8 iscommitted to protecting the health and safety of its employees. We will actpromptly to address any unhealthy or unsafe condition. This includes takingsteps to protect the physical safety and security of XELR8 employees.

To meet this principal, each employee has responsibilities.We need to follow health and safety requirements. But beyond that, each of usmust observe established safe work practices to ensure our own safety and thatof our co—workers. This includes reporting to work free from the influence ofdrugs or alcohol that could impair one’s ability to work safely andconscientiously.

If you are involved in, or know of, an accident ordangerous situation, it is your duty to report it to management promptly and,when appropriate, take corrective action.

**12.****          ELECTRONIC MEDIA USAGE:** XELR8 providesaccess to and use of electronic mail, voicemail, the intranet, the Internet,and other electronic media for business

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purposes.We do this to make it easier for XELR8 employees to communicate with each otherand with appropriate outside parties — including distributors, contractors,suppliers, and customers.

We must not use XELR8’s electronic media for anypurposes that violate applicable laws, rules and regulations or XELR8standards, policies or procedures. This includes transmission of threatening,obscene or harassing materials.

**13.****          ACCOUNTABILITY FOR ADHERENCE TO THIS CODE:** Eachof us is responsible for our decision—making and for adherence to thePrinciples set forth in this Code.  XELR8 will address violations or potentialviolations of the Code in a variety of ways including, but not limited to,internal investigations and disciplinary action.  Disciplinary action may,when appropriate, include dismissal.

**IV.****           WAIVERS AND AMENDMENTS**

Any waiver of this Code for a director or executiveofficer may be made only by the XELR8 board of directors. Any waiver of thisCode for a person covered by this Code who is not a director or executiveofficer may be made by the CEO.  XELR8 will make public disclosure, as andto the extent required by applicable laws, rules and regulations, of waiversof, or amendments to, this Code.

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