**Exhibit 14.1**

 

**XELR8 HOLDINGS, INC.**

 

**CODE OF CONDUCT AND ETHICS**

 

**I.  APPLICATION OF CODE**

 

This Code ofConduct and Ethics (the “Code”) applies to all directors, officers, andemployees (“Covered Persons”) of XELR8 Holdings, Inc. and its subsidiaries(“XELR8”).

 

This Code isneither a contract of employment nor a guarantee of continuing XELR8policies.  XELR8 reserves the right to amend, supplement or discontinuethis Code, without prior notice, at any time.

 

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

 

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

 

The world ofbusiness is complex and ever more fast-paced.  How to make good choicesand take the right action is sometimes unclear.  XELR8’s long-term successdepends upon the choices we make every day, so we must all understand and meetthe high expectations set herein as to the way we behave in our business at alltimes.

 

First, we mustbase our decisions and actions on our core values of honesty, fairness andintegrity.

 

·      We will not tolerate fraud, deceit orconcealment.

 

·      Business and company decisions must bebased on fact and fairness, not bias or prejudice.

 

·                  Business and company decisions must be based on strictprinciples of right and wrong as defined by the principles set forth in thisCode.

 

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

 

Simply put, we allmust comply with this Code.  It supports us in making good decisions andtaking the right actions to help keep us from making the wrong choice and helpsus comply with the laws, rules and regulations that apply to our business.

 

Covered Personsare expected to understand how the Code applies to his or her own job, businessdecisions and activities.  If you do not understand, the Chief FinancialOfficer (the “CFO”) is available to answer your questions.

 

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XELR8recognizes that some choices about how to conduct business arecomplicated.  Any time one encounters a difficult decision or does notunderstand how the Code applies in a particular case, they should ask foradvice and guidance. If anyone covered by this Code becomes aware of anyviolations or potential violations, or has complaints or concerns regardingaccounting, internal accounting controls, or auditing matters, they mustpromptly notify the CFO or Chief Executive Officer (the “CEO”).  CoveredPersons found to have violated this Code will be subject to disciplinary actionthat may include termination of employment.

 

****XELR8 will nottolerate retaliation against anyone who makes a good**********faith reportregarding a violation or potential violation of this Code.******

 

**III.**** ****BASIC PRINCIPLES**

 

**1.             FAIR DEALING: **We will deal honestly and ethically withXELR8 and with its distributors, customers, suppliers, competitors, endorsers,employees and other stakeholders.

 

We will treatpeople fairly. We must not take unfair advantage of anyone throughmanipulation, concealment, abuse of privileged or otherwise undisclosedinformation, misrepresentation of material facts or any other unfair-dealingpractices.

 

**2.****            ****CONFLICT SITUATIONS: **A conflict situation can arise when oneof us takes action or has interests that may make it difficult to perform ourXELR8 work objectively and effectively.

 

We must avoid anyinvestment, interest, or association that interferes or might interfere withthe independent exercise of our own individual best judgment and with ourobligation to perform our responsibilities in XELR8’s best interest.

 

For example:

 

1.                                       We will deal with all suppliers,customers, and all other persons doing business with XELR8 in a completely fairand objective manner without favor or preference based upon personal financialor relationship considerations.

 

2.                                       We will not accept from or give to anysupplier, customer, or competitor any gift or entertainment except as allowedunder “Gifts, Meals and Entertainment” under Policy 4 below.

 

3.                                       We will not do business on behalf ofXELR8 with a member of our household or a close relative, unless thetransaction is disclosed in writing to the CEO, and it is determined that thetransaction is on arms-length terms and is consistent with the purposes of thisPrinciple.

 

A close relative would include, for example, at aminimum, a spouse, domestic partner, parent, parent-in-law, sibling,sibling-in-law, child or son/daughter-in-law, or stepparent, stepsibling, orstepchild.

 

 

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4.                                       We will not, directly or indirectly, havea financial interest in any firm or company which is a competitor of XELR8 ifsuch financial interest represents a material percentage of the total net worthof the Covered Person, or if such ownership creates a direct conflict ofinterest for the Covered Person in connection with work the Covered Person isperforming for XELR8.

 

5.                                       We will not, directly or indirectly, havea financial interest in or hold any employment, managerial, directorial,consulting or other position with any firm or company which does or seeks to dobusiness with XELR8, if such interest or position may influence any decisionthat we might make in the performance of our regular duties.

 

6.                                       Officers and employees must disclose tothe CEO, and a director must disclose to the board of directors, the existenceof any such conflict of interest or position, whether actual or proposed. XELR8will review such case with the appropriate officers, directors and legalcounsel, if necessary, and they will determine whether the existence of suchconflict of interest or position is or may be in conflict with this Principleor otherwise detrimental to the best interest of XELR8 or any of itsoperations. If they determine that such conflict or detrimental effect mayoccur, such steps as are necessary to correct the situation will be immediatelytaken.

 

**3.****            ****OPPORTUNITIES: **When presented with opportunities relatedto XELR8’s business interests, we must first offer those opportunities toXELR8. We will not: (a) take for ourselves personally, or for members ofour household or close relatives, opportunities that are discovered through theuse of XELR8 property, information or position; or, (b) use XELR8property, information, or position for personal gain.

 

**4.****            ****GIFTS, MEALS AND ENTERTAINMENT: ** When youare providing a gift, meal, entertainment or other accommodation in connectionwith XELR8 business, you must do so in a manner that is in good taste andwithout excessive expense.  You may not furnish or offer to furnish anygift that is of more than token value or that goes beyond the common courtesiesassociated with accepted business practices.

 

You also shouldfollow the above guidelines for receiving gifts.  You should not acceptany significant gift, payment, or anything of value from distributors,customers, vendors or anyone else doing business with XELR8, if the gift wouldlikely be perceived as unduly influencing your business decisions. Accepting a company t-shirt or coffee mug, for instance, is not likely tochange your assessment of a potential business relationship.

 

Our suppliers andcustomers likely have gift and entertainment policies of their own.  Youmust be careful never to provide a gift or entertainment that violates theother company’s gift and entertainment policy.

 

What is acceptablein the commercial business environment may be entirely unacceptable in dealingswith governments in the United States and other countries.  There arestrict laws that

 

 

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govern providing gifts,including meals, entertainment, transportation and lodging to governmentofficials and employees.  You are prohibited from providing gifts oranything of value to government officials or employees or members of theirfamilies in connection with XELR8 business without prior written approval fromthe CEO.  For more information, see the section of this Code regarding “LawsRelating to Payments to Government Officials/Employees.”

 

**5.****            ****ACCURACY AND INTEGRITY OF BOOKS,RECORDS AND ACCOUNTS:**  All XELR8 books, records and accounts must accurately reflectthe nature of the transactions recorded.  Books and records include butare not limited to ledgers, vouchers, bills, invoices, time sheets, expensereports, payroll and benefits records and other essential company data.

 

All assets andliabilities of XELR8 must be properly recorded in the regular books of account.

 

No undisclosed orunrecorded fund or asset shall be established in any amount for any purpose.

 

No transaction orarrangement shall be structured to circumvent XELR8’s internal control system.

 

No false orartificial entries shall be made for any purpose.

 

No payment shallbe made, nor purchase price agreed to, with the intention or understanding thatany part of such payment is to be used for any purpose other than thatdescribed in the document supporting the payment.

 

**6.****            ****PROTECTION OF CONFIDENTIAL INFORMATIONOF CUSTOMERS AND OTHERS: **We must not accept non-public information provided bya supplier 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 maintainthe confidentiality of information entrusted to XELR8 by a third party, exceptwhen disclosure is legally mandated as determined by XELR8’s legal advisors.

 

We must not seekor accept confidential information of or about a competitor in an illegal orunethical manner.

 

If we haveconfidential information about a former employer or any other entity with whichwe were previously affiliated, we are expected to abide by our obligation tokeep such information confidential.  XELR8 will not require and does notwant us to use or disclose such information in our capacity as a director,officer or employee of XELR8.

 

 

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**7.****    ****                       ****FULL, FAIR, ACCURATETIMELY AND UNDERSTANDABLE DISCLOSURES: **We will ensure that XELR8’s public disclosures complywith all applicable securities laws, including all applicable financialreporting and accounting regulations. Strict compliance with corporateaccounting policies and procedures is required, as is full cooperation withinternal and external auditors.

 

**8.****    ****                       ****COMPLIANCE WITH THELAW:  **Weare required to familiarize ourselves with all the laws, rules andregulations that apply in the areas within the scope of our workresponsibilities, including, as applicable, the following areas:

 

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

 

We must complywith all applicable laws, rules, regulations, consent decrees and other ordersof the United States Food and Drug Administration governing research,development, manufacture, distribution and promotion of foods, nutritional orrelated products and services.

 

**B.   ****                       ****Antitrust andCompetition Laws:**

 

Whenwe are dealing with competitors, the following policies shall apply:

 

1.                                       We must not enter into any agreement orunderstanding that has the purpose or effect of improperly restrainingcompetition. Illegal agreements or understandings among competitors includeprice fixing, market allocation, and bid rigging.

 

2.                                       We must not exchange, discuss, orbenchmark with any competitor information relating to XELR8 prices or pricingpolicies, distribution policies, supplier pricing or selection, customerselection or classification, credit policies, advertising policies or any othersimilar competitive information.

 

3.                                       We must not participate in any formal orinformal trade association or other meetings with competitors at whichagreements or understandings of the type described in paragraph (1) arebeing made or at which competitive information of the type described inparagraph (2) is being exchanged or discussed.

 

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

 

If a personpossesses material non-public information concerning a company that issuespublicly-—traded securities, it is generally illegal for the person to trade insecurities of that company or to “tip” others who might trade in suchsecurities.

 

Covered Personsand third parties who are in a confidential relationship with XELR8 (as well assuch individuals’ household members and close relatives), shall not trade in orrecommend the purchase or sale of XELR8’s common stock (or any other equity ordebt securities of XELR8) while they are in possession of material informationregarding the operations or prospects of XELR8 that has not been publiclydisclosed and disseminated.

 

 

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Covered Personsshall also similarly abstain from trading in, or recommending the purchase orsale of the securities of any other company that issues publicly—tradedsecurities of which they have obtained material non—public information as aresult of their employment by or affiliation with XELR8.

 

Covered Personsshall not disclose any such material non—public information to third partiesexcept when done for valid business purposes (and covered by an appropriateconfidential disclosure agreement). In such cases the Covered Persons must haveno reason to believe the information will be misused or the disclosure mightotherwise violate federal securities laws. United States’ securities lawsprohibit selective disclosures of material non-public information to thirdparties who are not bound by confidentiality agreements or certain confidentialrelationships to preserve the confidentiality of such information. CoveredPersons should consult with the CEO or CFO before making disclosures to thirdparties that might constitute selective disclosure or if they believe aselective disclosure may have already been made by inadvertence or otherwise.

 

“Materialinformation” is information which, if publicly disclosed, could reasonably beexpected to affect the market value of a company’s securities or to influence areasonable investor’s decisions with respect to those securities. Specificexamples of material information include generally unanticipated changes inrevenues, annual and quarterly earnings or dividend rates, significantwrite-offs or significant increases in reserves, public offerings of any XELR8securities, significant acquisitions or dispositions, joint ventures, proposedtender offers or stock splits, and senior management changes. Informationregarding major new product developments, suppliers, contract awards orterminations, expansion plans, or significant litigation or regulatoryproceedings may also fall in the category of material information.

 

To preventviolations of these laws and avoid even the appearance of impropriety, XELR8may impose “blackout periods” during which certain Covered Persons should notengage in any transactions involving XELR8’s securities. Affected CoveredPersons will be notified of any such blackout period.

 

**D.**            **Laws Relating to Payments toGovernment Officials/Employees.**

 

We must notdirectly or indirectly pay, give, offer, or promise any form of bribe,gratuity, or kickback to any government official or employee.  We mustcomply with the United States Foreign Corrupt Practices Act, and with similarlaws elsewhere, that apply to payments to government officials/employees ofother countries.

 

Under the ForeignCorrupt Practices Act, we may not directly or indirectly pay, give, offer, orpromise money or anything of value to any officer, employee or representativeof a government outside the United States or of a public internationalorganization, or to any political party, party official, or candidate forpolitical office outside the United States in order to (1) secure animproper advantage in obtaining, retaining, or directing business, (2) influenceany act or decision of the recipient in an official capacity, or (3) inducethe recipient to do or omit to do an act in violation of such person’s lawfulduty.

 

 

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An example of animpermissible indirect activity would be a payment made through an intermediaryor agent where we know or should be aware that such payment would be passedalong for prohibited purposes.

 

**E.**             **Laws Relating to Equal Employment Opportunity andWorkplace Harassment and Discrimination.**

 

XELR8’s policy isto provide employment opportunities without regard to race, religion, color,national origin, sex, age, ancestry, citizenship, veteran status, maritalstatus, sexual orientation, or disability or any other reason prohibited bylaw. Decisions as to hiring, promotion and other aspects of the employmentrelationship should be based solely upon job-related qualifications.

 

XELR8 alsoprohibits sexual harassment, as well as harassment based on any of the othercharacteristics listed above, and will take appropriate action to eliminateprohibited harassment and remedy the effects of such harassment.  XELR8’s harassmentpolicy is described in further detail in the Staff Handbook.

 

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

 

XELR8 is committedto the protection of an individuals’ privacy. We must comply with applicableprivacy laws, rules and regulations wherever XELR8 does business, and inall aspects of its business. Those laws, rules and regulations arecomplex. If anyone has a question or concern about collecting, using,disclosing or storing an individual’s information, either within XELR8 or in arelationship with a third party, contact the CFO for advice before proceeding.

 

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

 

XELR8 is committedto protecting the environment by minimizing the negative environmental impactof our operations and promoting sustainable use of natural resources. We mustcomply with all applicable environmental laws, rules and regulationswherever we do business.

 

**H.****           ****Laws Relating to PoliticalContributions.**

 

Except aspermitted by applicable law, we will not provide or promise XELR8 funds orservices for political purposes to any political party or any candidate for, orincumbent in, any public office.

 

In many instancesin the United States, gifts, contributions, or expenditures by or on behalf ofXELR8 in connection with any federal, state, or local election or politicalprocess are prohibited or regulated. We will not make any contributions onbehalf of XELR8 without the prior written approval of the CEO.

 

 

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

 

We will complywith all applicable anti money-laundering laws, rules and regulations ofthe United States and other countries having comparable laws.

 

The antimoney-laundering laws prohibit us from engaging in a financial transaction ifwe know that the funds involved in the transaction were derived from illegalactivities. If you believe that the other party to a business transaction isengaged in any illegal activity or is using proceeds derived from an illegalactivity, you must obtain approval from the CEO to entering into thetransaction.

 

**9.****            ****PROTECTION OF RESOURCES: **We must safeguard XELR8’s assets againstloss, damage, carelessness, waste, misuse and theft.

 

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

 

We must use XELR8’sassets efficiently and for legitimate business purposes; never for illegal orunethical purposes.

 

**10.          PROTECTION OF CONFIDENTIALINFORMATION:** 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 thisrisk of harm to XELR8 and its employees, we must not, during the term of ouremployment by or affiliation with XELR8 or thereafter, disclose to thirdparties any confidential information obtained during the course of employmentor affiliation except pursuant to an approved confidential disclosureagreement, unless such disclosure is legally mandated as determined by theXELR8 board of directors.

 

**11.****         ****EMPLOYEE HEALTH AND SAFETY:** XELR8 is committed to protectingthe health and safety of its employees. We will act promptly to address anyunhealthy or unsafe condition. This includes taking steps to protect thephysical safety and security of XELR8 employees.

 

To meet thisprincipal, each employee has responsibilities. We need to follow health andsafety requirements. But beyond that, each of us must observe established safework practices to ensure our own safety and that of our co-workers. Thisincludes reporting to work free from the influence of drugs or alcohol thatcould impair one’s ability to work safely and conscientiously.

 

If you areinvolved in, or know of, an accident or dangerous situation, it is your duty toreport it to management promptly and, when appropriate, take corrective action.

 

**12.****         ****ELECTRONIC MEDIA USAGE:** XELR8 provides access to and use ofelectronic mail, voicemail, the intranet, the Internet, and other electronicmedia for business

 

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

 

We must not useXELR8’s electronic media for any purposes that violate applicable laws, rules andregulations or XELR8 standards, policies or procedures. This includes transmissionof threatening, obscene or harassing materials.

 

**13.****         ****ACCOUNTABILITY FOR ADHERENCE TO THISCODE:** 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 thisCode for a director or executive officer may be made only by the XELR8 board ofdirectors. Any waiver of this Code for a person covered by this Code who is nota director or executive officer may be made by the CEO.  XELR8 will makepublic disclosure, as and to the extent required by applicable laws, rules andregulations, of waivers of, or amendments to, this Code.

 

 

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