EXHIBIT 11.1



API ELECTRONICS GROUP CORP.

CODE OF ETHICS



Purpose and Scope



API Electronics Group Corp. (the Company) is
committed to conducting its business in compliance with applicable laws, rules and regulations and in accordance with the highest ethical standards of business conduct. All of the Companys employees and directors are expected to conduct their
activities and the operations for which they are responsible in accordance with such standards. References to employees shall include directors, where applicable.



Additionally, this Code of Ethics is established in order to comply with Section 406 of the Sarbanes-Oxley Act of 2002
and related rules promulgated by the Securities and Exchange Commission (SEC).



This Code applies to all of our directors, officers, employees and agents, wherever they are located and whether they work for the Company on a full or part-time basis. In addition, certain provisions specifically
apply to the Companys principal executive officer and to the Companys principal financial officer, principal accounting officer or controller, or persons performing similar functions (the 406 Officers). We refer to all
persons covered by this Code, including the 406 Officers, as employees.



This Code contains general guidelines for conducting the business of the Company. This Code is not intended to be a comprehensive rulebook and cannot address every situation that you may face.



If you have questions about the laws governing your activities on behalf of
the Company, please talk to your supervisor or Claudio Mannarino, Chief Financial Officer of the Company (the Compliance Officer).



Conflicts of Interest



Although employees are generally free to engage in personal financial and business transactions, this freedom is not without limitations. A conflict of
interest occurs when an employees private interests interfere, or appear to interfere, with the interests of the Company as a whole. Employees must avoid situations where loyalties may be divided between the Companys interests and the
employees own interests or the interests of others with whom the employee has dealings. It is important for all employees to avoid not only conflicts of interest, but also the appearance of a conflict of interest.



If a potential conflict of interest in the affairs of any employee either
exists currently or arises in the future, it is the individuals responsibility to report details of the situation at once in



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order that the facts may be properly evaluated and a decision made as to what, if any, action should be taken in connection with the matter. Should there be
a question as to whether a conflict in fact exists, any doubt should be resolved in favor of assuming that there is a potential conflict and the circumstances must then be reported in writing to the Compliance Officer.



Examples of potential conflicts of interest include accepting concurrent
employment with, or acting as a consultant or contractor to, any Company competitor, customer or supplier; serving on the board of directors or technical advisory board of another entity; or holding a significant financial interest in any
competitor, customer or supplier of the Company.



Although not
exhaustive, conflicts of interest commonly arise in the following situations:



| | 1. | When an employee or a relative has a significant direct or indirect financial interest in, or obligation to, an actual or potential competitor, supplier or customer of the Company;
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| | 2. | When an employee has a significant personal relationship (such as a family relationship) with a competitor, supplier or customer of the Company;
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| | 3. | When an employee conducts business on behalf of the Company with a supplier or customer when a relative is an employee, principal, officer or representative of such supplier or
customer;
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| | 4. | When an employee, relative or agent of an employee accepts gifts of more than nominal value or excessive entertainment from a current or potential competitor, supplier or customer
(please see Gifts and Gratuities below for additional guidelines); and
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| | 5. | When an employee misuses the information obtained in the course of his or her employment.
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It is recognized, however, that directors of Company and any of its subsidiaries who are not employees may engage in outside
activities with, or have duties to, other entities, as employees, directors, consultants or otherwise. Such activities and duties generally do not in and of themselves constitute a conflict of interest, and in fact are valuable to the Company
because of the experience and perspective that outside directors offer to the Company as a result of these activities. Directors are expected to exercise sound judgment with respect to the relationship between their outside activities and their
responsibilities to the Company, and at all times to act in a manner consistent with their duties of care and loyalty, as well as other applicable legal standards governing the responsibilities of directors. Directors should err on the side of
caution in disclosing to the Board relationships that may constitute, or may appear to constitute, an actual or potential conflict of interest, and may be required to abstain from involvement as a Board member or as an employee, director, consultant
or other affiliation with another entity, in a particular matter. Outside directors also should fully disclose their relationship with the Company to other entities with whom they have a relationship.



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The Companys business must be kept separate and apart from the personal activities of its
employees. Employee participation in outside activities must not be presented in a manner as to appear that the Company is endorsing the activity. Company personnel and assets are to be used solely for the business purposes of the Company. An
employee must not use the Companys corporate name, any trademark owned or associated with the Company, any Company letterhead, or any Company property, confidential information, resources, supplies or assets for personal purposes.



Compliance with Corporate Policies and Applicable Laws and Regulations



Each employee is expected to comply with both the spirit and letter of
all of the Companys corporate policies and all applicable governmental laws, rules and regulations.



Gifts and Gratuities



Building strong relationships with customers is an essential part of the Companys business strategy. Appropriate business gifts and entertainment are courtesies designed to build relationships and understanding among business
partners. However, common sense and good judgment should always be exercised in providing or accepting business meals, entertainment or nominal gifts. While individual circumstances differ, the overriding principle concerning gratuities is not to
give or accept anything of value that could be perceived as creating an obligation on the part of the recipient to act other than in the best interests of his or her employer or otherwise taint the objectivity of the individuals involvement.
It is the employees responsibility to use good judgment in this area. If you have doubts about a situation, err on the side of prudence. All gifts and entertainment expenses must be properly accounted for on expense reports.



Use of Company Resources / Computer E-Mail



Company resources, including time, materials, equipment and information, are
provided for Company business use. Employees are trusted to use good judgment to conserve Company resources. Personal use of Company resources is inappropriate. In no event may an employee use Company funds or assets for an unlawful purpose.



The Companys computer resources, which include the
electronic mail system, are not intended to be used for amusement, solicitation or other non-business purposes. E-mail messages should be treated as any other written business communication. The Company may monitor employees e-mail and other
computer use. Employees should have not expectation of privacy with respect to their use of electronic mail.



Confidential Information



Employees may from time to time have access to confidential or proprietary information (which includes any non-public information, whether of a business, financial, personnel, technological or commercial nature) of the Company or third
parties, such as customers and suppliers of the Company, that an employee has learned, generated or acquired. Each employee has a fiduciary and a legal obligation to the Company and such third parties to treat such information in confidence and not
to disclose it to any other party or use it, directly or indirectly, for ones own purpose, whether during or after employment with the Company.



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Insider Trading



The Companys employees are prohibited from engaging in insider trading. Prohibitions are based on United States federal securities laws
and deal with the possession and use of material information. Employees who have material non-public information about the Company or other companies as a result of their Company connections are prohibited from trading in securities of
those companies, as well as from communicating such information to family or friends. Material information is information that might affect a reasonable investors decision to purchase or sell a security. Non-public
information is information that is not available to the general public.



Public Reporting Requirements



The Companys accounting
and other business records are relied upon for the preparation of reports the Company files with certain government agencies, such as the SEC. These reports must contain full, timely and understandable information and accurately reflect our
financial condition and results of operations.



Employees who collect, provide
or analyze information for or otherwise contribute in any way in preparing or verifying these reports must make every effort to ensure that our financial disclosures are accurate and verifiable, to enable shareholders and potential investors to
assess the soundness and risks of our business and finances and the quality and integrity of our accounting and disclosures. The integrity of our public disclosures depend on the accuracy and completeness of our records. To that end:



| |  |  | All business transactions must be supported by appropriate documentation and reflected accurately in our books and records;
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| |  |  | No entry be made that intentionally mischaracterizes the nature of proper accounting of a transaction;
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| |  |  | No employee may take or authorize any action that would cause our financial records or disclosures to fail to comply with generally accepted accounting principles, the rules and
regulations of the SEC or other applicable laws, rules and regulations;
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| |  |  | All employees must cooperate fully with our independent public accountants and counsel, respond to their questions with candor and provide them with complete and accurate
information to help ensure that our books and records, as well as our reports filed with the SEC, are accurate and complete; and
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| |  |  | No employee should knowingly make (or cause or encourage any other person to make) any false or misleading statement in any report filed with the SEC or other government agency, or
knowingly omit (or cause or encourage any other person to omit) any information necessary to make the disclosure in any of our reports accurate in all material respects.
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Any employee who becomes aware of any departure from these standards has a responsibility to report his or her knowledge promptly to a
manager, the Companys Chief Financial Officer, who is our Compliance Officer, and/or to a member of the Companys Audit Committee.



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Dealings with Others



All employees are expected to be honest and forthright in their interactions with one another and in dealings with customers, suppliers, business partners and
shareholders. The Company will not permit dishonesty or deceitful actions of any type. This includes, but is not limited to, making misrepresentations to customers, changing customer documents, making false or misleading entries on the
Companys books or ledgers, inflating expense reports, or falsely recording hours worked on time cards.



The Company takes great effort to make the work environment a place where all employees are treated with dignity, fairness and respect. Harassment or discrimination based upon race, color, religion, gender, age
national origin, disability, sexual orientation, veteran or marital status, or any other characteristics protected by law is unacceptable and will not be tolerated.



Supplementary Ethical Standards of Conduct for 406 Officers



The 406 Officers are expected to abide by the following tenets in addition to the rest of this Code. Each 406 Officer will:



| |  |  | Act with honesty and integrity and in an ethical manner, avoiding actual or apparent conflicts of interest in their personal and professional relationships;
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| |  |  | Provide shareholders with information that is accurate, complete, objective, fair, relevant, timely and understandable, including in Company filings with and other submissions to
the SEC;
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| |  |  | Comply with rules and regulations of federal, state, applicable and local governments, and other appropriate private and public regulatory agencies;
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| |  |  | Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing ones independent judgment to be subordinated;
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| |  |  | Respect the confidentiality of information acquired in the Companys business, except when authorized or otherwise legally obligated to disclose such information;
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| |  |  | Not use confidential information acquired in the course of performance of ones duties to the Company for personal advantage;
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| |  |  | Achieve responsible use of and control over all Company assets and resources that are employed or entrusted to us;
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| |  |  | Not unduly or fraudulently influence, coerce, manipulate or mislead any authorized audit or interfere with any auditor engaged in the performance of an internal or independent audit
of the Companys financial statements or accounting books and records;
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| |  |  | Promptly report to the Compliance Officer or a member of the Audit Committee any known or suspected violation of this Code or other Company policies or guidelines. Failure of the
406 Officers to comply with this Code will not be tolerated by the Company. Any deviations therefrom or violations hereof will result in serious consequences, which may include, but may not be limited to, serious reprimand, dismissal or other legal
actions.
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Administration of the Code of Ethics



This Code shall be administered as follows:



|1. | Responsibility for Administration
|-- | ---------------------------------



The Audit Committee (the Administrator), shall be responsible for interpreting and administering this Code. In discharging its
responsibilities, the Administrator may engage such agents and advisors as it shall deem necessary or desirable, including but not limited to, attorneys and accountants.



The Compliance Officer is Claudio Mannarino. Claudio Mannarino is the Chief Financial Officer of the
Company.



|2. | Procedure for Reporting Violations of the Code
|-- | ----------------------------------------------



If you suspect any activity or conduct to be in violation of this Code or any applicable corporate policies, governmental laws, rules or
regulations, you should immediately report the circumstances to your supervisor or the Compliance Officer, or if you are a 406 Officer, immediately report the circumstances to the Compliance Officer or a member of the Audit Committee.



|3. | Confidentiality and Policy Against Retaliation
|-- | ----------------------------------------------



All questions and reports of known or suspected violations of the law or this Code will be treated with sensitivity and discretion.
Reports of unethical or illegal conduct shall be promptly investigated by the Administrator. The Company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. Retaliation in any
form against an individual who reports a suspected violation in good faith, even if the report is mistaken, or who assists in the investigation of a reported violation, is strictly prohibited. Any act or threatened act of retaliation should be
reported immediately to the Compliance Officer.



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|4. | Waivers of the Code and Disclosures
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Waivers of this Code will be granted on a case-by-case basis and only in extraordinary circumstances. Waivers of this Code for employees
(other than 406 Officers) may be made only by an executive officer of the Company with the concurrence of the Compliance Officer or the Administrator. Any waiver of this Code for our directors, executive officers or other principal officers,
including the 406 Officers, may be made only by our Board of Directors and will be promptly disclosed to the public as required by applicable laws, rules or regulations.



|5. | Compliance and Violations
|-- | -------------------------



All Company employees are expected to comply fully with this Code. The Administrator shall enforce this Code through appropriate
disciplinary actions. The Administrator shall determine whether violations of this Code have occurred and, if so, shall determine the disciplinary actions to be taken against any individual who has violated this Code. The Board of Directors will
enforce this Code and make such determinations for 406 Officers.



It is the Companys policy that any employee who violates this Code will be subject to appropriate discipline, including potential termination of employment, determined based upon the facts and circumstances of
each particular situation. The disciplinary actions available to the Administrator include counseling, oral or written reprimands, warnings, probations or suspensions (with or without pay), demotions, reductions in salary, terminations of employment
and restitution. The Board of Directors will determine the disciplinary actions to be taken, if any, with respect to violations of the Code by 406 Officers.



Nothing in this Code prohibits or restricts the Company from taking disciplinary action on any matters pertaining to employee conduct,
whether or not they are expressly discussed in this Code. This Code is not intended to create any expressed or implied contract with any employee or third party. In particular, nothing in this Code creates any employment contract between the Company
and any employee.



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