Exhibit
      14.1


Form
      10-KSB


Ogden
      Golf Co. Corporation


File
      No.
      333-105075





**CODE
      OF ETHICS AND BUSINESS CONDUCT**


**FOR
      OFFICERS, DIRECTORS AND EMPLOYEES OF**


**OGDEN
      GOLF CO. CORPORATION**








***1.
      Treat in an Ethical Manner Those to Whom Ogden Golf Co. Corporation Has an
      Obligation***





We
      are
      committed to honesty, just management, fairness, providing a safe and healthy
      environment free from the fear of retribution, and respecting the dignity due
      everyone.





For
      the
      communities in which we live and work we are committed to observe sound
      environmental business practices and to act as concerned and responsible
      neighbors, reflecting all aspects of good citizenship.





For
      our
      shareholders we are committed to pursuing sound growth and earnings objectives
      and to exercising prudence in the use of our assets and resources.





For
      our
      suppliers and partners we are committed to fair competition and the sense of
      responsibility required of a good customer and teammate.





**2** . ***Promote
      a Positive Work Environment***





All
      employees want and deserve a workplace where they feel respected, satisfied,
      and
      appreciated. We respect cultural diversity and will not tolerate harassment
      or
      discrimination of any kind -- especially involving race, color, religion,
      gender, age, national origin, disability, and veteran or marital
      status.





Providing
      an environment that supports honesty, integrity, respect, trust, Responsibility,
      and citizenship permits us the opportunity to achieve excellence in our
      workplace. While everyone who works for the Company must contribute to the
      creation and maintenance of such an environment, our executives and management
      personnel assume special responsibility for fostering a work environment that
      is
      free from the fear of retribution and will bring out the best in all of us.
      Supervisors must be careful in words and conduct to avoid placing, or seeming
      to
      place, pressure on subordinates that could cause them to deviate from acceptable
      ethical behavior.








**3** . ***Protect
      Yourself, Your Fellow Employees, and the World We Live
      In***





We
      are
      committed to providing a drug-free, safe and healthy work environment, and
      to
      observing environmentally sound business practices. We will strive, at a
      minimum, to do no harm and where possible, to make the communities in which
      we
      work a better place to live. Each of us is responsible for compliance with
      environmental, health and safety laws and regulations.





**4** . ***Keep
      Accurate and Complete Records***





We
      must
      maintain accurate and complete Company records. Transactions between the Company
      and outside individuals and organizations must be promptly and accurately
      entered in our books in accordance with generally accepted accounting practices
      and principles. No one should rationalize or even consider misrepresenting
      facts
      or falsifying records. It will not be tolerated and will result in disciplinary
      action.





**5.** ***Obey
      the Law***





We
      will
      conduct our business in accordance with all applicable laws and regulations.
      Compliance with the law does not comprise our entire ethical responsibility.
      Rather, it is a minimum, absolutely essential condition for performance of
      our
      duties. In conducting business, we shall:





A. *Strictly
      Adhere to All Antitrust Laws* .
      Officer, directors and employees must strictly adhere to all antitrust laws.
      Such laws exist in the United States and in many other countries where the
      Company may conduct business. These laws prohibit practices in restraint of
      trade such as price fixing and boycotting suppliers or customers. They also
      bar
      pricing intended to run a competitor out of business; disparaging,
      misrepresenting, or harassing a competitor; stealing trade secrets; bribery;
      and
      kickbacks.





B. *Strictly
      Comply With All Securities Laws* .
      In our
      role as a publicly owned company, we must always be alert to and comply with
      the
      security laws and regulations of the United States and other
      countries.





I. *Do
      Not Engage In Speculative Or Insider Trading.* Federal
      law and Company policy prohibits officers, directors and employees, directly
      or
      indirectly through their families or others, from purchasing or selling company
      stock while in the possession of material, non-public information concerning
      the
      Company. This same prohibition applies to trading in the stock of other publicly
      held companies on the basis of material, non-public information. To avoid even
      the appearance of impropriety, Company policy also prohibits officers, directors
      and employees from trading options on the open market in Company stock under
      any
      circumstances.





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Material,
      non-public information is any information that could reasonably be expected
      to
      affect the price of a stock. If an officer, director or employee is considering
      buying or selling a stock because of inside information they possess, they
      should assume that such information is material. It is also important for the
      officer, director or employee to keep in mind that if any trade they make
      becomes the subject of an investigation by the government, the trade will be
      viewed after-the-fact with the benefit of hindsight. Consequently, officers,
      directors and employees should always carefully consider how their trades would
      look from this perspective.





Two
      simple rules can help protect you in this area: (1) Don't use non-public
      information for personal gain. (2) Don't pass along such information to someone
      else who has no need to know. This guidance also applies to the securities
      of
      other companies for which you receive information in the course of your
      employment at Ogden Golf.





II. *Be
      Timely And Accurate In All Public Reports* .
      As a
      public company, Ogden Golf must be fair and accurate in all reports filed with
      the United States Securities and Exchange Commission. Officers, directors and
      management of Ogden Golf are responsible for ensuring that all reports are
      filed
      in a timely manner and that they fairly present the financial condition and
      operating results of the Company. Securities laws are vigorously enforced.
      Violations may result in severe penalties including forced sales of parts of
      the
      business and significant fines against the Company. There may also be sanctions
      against individual employees including substantial fines and prison
      sentences.





The
      Chief
      Executive Officer and Chief Financial Officer will certify to the accuracy
      of
      reports filed with the SEC in accordance with the Sarbanes-Oxley Act of 2002.
      Officers and Directors who knowingly or willingly make false certifications
      may
      be subject to criminal penalties or sanctions including fines and
      imprisonment.





***6.
      Avoid Conflicts of Interest***





Our
      officers, directors and employees have an obligation to give their complete
      loyalty to the best interests of the Company. They should avoid any action
      that
      may involve, or may appear to involve, a conflict of interest with the company.
      Officers, directors and employees should not have any financial or other
      business relationships with suppliers, customers or competitors that might
      impair, or even appear to impair, the independence of any judgment they may
      need
      to make on behalf of the Company. Here are some ways a conflict of interest
      could arise:





|· | Employment
              by a competitor, or potential competitor, regardless of the nature
              of the
              employment, while employed by Ogden
              Golf;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|· | Acceptance
              of gifts, payment, or services from those seeking to do business with
              Ogden Golf;
|- | ------------------------------------------------------------------------------------------------------------------------




|· | Placement
              of business with a firm owned or controlled by an officer, director
              or
              employee or his/her family;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Ownership
              of, or substantial interest in, a company that is a competitor, client
              or
              supplier;
|- | ---------------------------------------------------------------------------------------------------------------------------------------




|· | Acting
              as a consultant to a Ogden Golf customer, client or supplier;
              and
|- | ----------------------------------------------------------------------------------------------------




|· | Seeking
              the services or advice of an accountant or attorney who has provided
              services to Ogden Golf.
|- | --------------------------------------------------------------------------------------------------------------------------------




Officers,
      directors and employees are under a continuing obligation to disclose any
      situation that presents the possibility of a conflict or disparity of interest
      between the officer, director or employee and the Company. Disclosure of any
      potential conflict is the key to remaining in full compliance with this
      policy.





***7.
      Compete Ethically and Fairly For Business
      Opportunities***





We
      must
      comply with the laws and regulations that pertain to the acquisition of goods
      and services. We will compete fairly and ethically for all business
      opportunities. In circumstances where there is reason to believe that the
      release or receipt of non-public information is unauthorized, do not attempt
      to
      obtain and do not accept such information from any source.





If
      you
      are involved in Company transactions, you must be certain that all statements,
      communications, and representations are accurate and truthful.





***8.
      Avoid Illegal and Questionable Gifts or Favors***





The
      sale
      and marketing of our products and services should always be free from even
      the
      perception that favorable treatment was sought, received, or given in exchange
      for the furnishing or receipt of business courtesies. Officers, directors and
      employees of Ogden Golf will neither give nor accept business courtesies that
      constitute, or could be reasonably perceived as constituting, unfair business
      inducements or that would violate law, regulation or policies of the Company,
      or
      could cause embarrassment to or reflect negatively on the Company's
      reputation.





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***9.
      Maintain the Integrity of Consultants, Agents, and
      Representatives***





Business
      integrity is a key standard for the selection and retention of those who
      represent Ogden Golf. Agents, representatives and consultants must certify
      their
      willingness to comply with the Company's policies and procedures and must never
      be retained to circumvent our values and principles. Paying bribes or kickbacks,
      engaging in industrial espionage, obtaining the proprietary data of a third
      party without authority, or gaining inside information or influence are just
      a
      few examples of what could give us an unfair competitive advantage and could
      result in violations of law.





***10.
      Protect Proprietary Information***





Proprietary
      Company information may not be disclosed to anyone without proper authorization.
      Keep proprietary documents protected and secure. In the course of normal
      business activities, suppliers, customers and competitors may sometimes divulge
      to you information that is proprietary to their business. Respect these
      confidences.





***11.
      Obtain and Use Company Assets Wisely***





Personal
      use of Company property must always be in accordance with corporate policy.
      Proper use of Company property, information resources, material, facilities
      and
      equipment is your responsibility. Use and maintain these assets with the utmost
      care and respect, guarding against waste and abuse, and never borrow or remove
      Company property without management's permission.





***12.
      Follow the Law and Use Common Sense in Political Contributions and
      Activities***





The
      Company encourages its employees to become involved in civic affairs and to
      participate in the political process. Employees must understand, however, that
      their involvement and participation must be on an individual basis, on their
      own
      time and at their own expense. In the United States, federal law prohibits
      corporations from donating corporate funds, goods, or services, directly or
      indirectly, to candidates for federal offices -- this includes employees' work
      time. Local and state laws also govern political contributions and activities
      as
      they apply to their respective jurisdictions.





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***13.
      Disciplinary Measures.***





The
      Company shall consistently enforce its Code of Ethics and Business Conduct
      through appropriate means of discipline. Violations of the Code shall be
      promptly reported to the Board of Directors, to the Board of Directors. Pursuant
      to procedures adopted by it, the Board of Directors shall determine whether
      violations of the Code have occurred and, if so, shall determine the
      disciplinary measures to be taken against any employee or agent of the Company
      who has so violated the Code. The disciplinary measures, which may be invoked
      at
      the discretion of the Audit Committee, include, but are not limited to,
      counseling, oral or written reprimands, warnings, probation or suspension
      without pay, demotions, reductions in salary, termination of employment and
      restitution.





Persons
      subject to disciplinary measures shall include, in addition to the violator,
      others involved in the wrongdoing such as (i) persons who fail to use reasonable
      care to detect a violation, (ii) persons who if requested to divulge information
      withhold material information regarding a violation, and (iii) supervisors
      who
      approve or condone the violations or attempt to retaliate against employees
      or
      agents for reporting violations or violators.









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