**Exhibit 14.1** **XCORPOREAL,
    INC.**





**CODE
      OF ETHICS**





Xcorporeal,
      Inc. (the “ **Company** ”)
      has
      created this Code of Ethics to govern the conduct of all of the Company’s
      directors, officers and employees, including its Chief Executive Officer, Chief
      Financial Officer, Chief Accounting Officer, Controller, and persons performing
      similar functions (the “ **Senior
      Financial Officers** ”)
      in the
      performance of their duties and responsibilities to the Company.





The
      Audit
      Committee of Board of Directors (the “ **Board** ”)
      of the
      Company will review this Code periodically and recommend any changes to the
      Board.





**I.
      Purpose**





The
      purpose of this Code is to codify the standards that the Company believes are
      reasonably designed to deter wrong-doing and to promote adherence to the
      following principles:





·
            Honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships





·
            Full,
                fair, accurate, timely and understandable disclosure in reports and
                documents that the Company files with, or submits to, the United
                States
                Securities and Exchange Commission (“**SEC**”)





·
            Compliance
                with applicable governmental laws, rules, regulations and
                agreements





·
            The
                prompt internal reporting of violations of this Code,
                and





·
            Accountability
                for adherence to this Code.





**I.
      Honest and Ethical Conduct**





The
      Company expects honest and ethical conduct in all aspects of the Company’s
      business from all officers, directors and employees. The Company is committed
      to
      business success through maintenance of high standards of responsibility and
      ethics, and seeking to outperform the competition fairly and honestly. All
      personnel are required to act honestly and ethically in the performance of
      their
      duties and responsibilities.





The
      Company expects the highest possible honest and ethical conduct and integrity
      from its Senior Financial Officers. Senior Financial Officers will set a
      standard of exemplary conduct, encourage and promote such conduct in others,
      and
      proactively promote honest and ethical behavior among the Company’s
      employees.





1




**II.
      Conflicts of Interest**





Service
      to the Company should never be subordinated to personal gain and advantage.
      All
      directors, officers and employees will avoid conflicts of interest in relation
      to their duties and responsibilities to the Company. A conflict situation can
      arise when an individual takes actions or has interests that may make it
      difficult to perform their work objectively and effectively. A conflict of
      interest exists if an individual’s personal interests interfere with the
      Company’s interests.





The
      Company generally does not permit its employees to maintain separate employment
      outside of the Company. The best policy is to avoid any direct or indirect
      business connection with contractors, customers, suppliers or competitors,
      except on the Company’s behalf.





Senior
      Financial Officers are required to promptly disclose any conflict of interest
      to
      the Audit Committee. When requested by the Audit Committee, a director, officer
      or employee will promptly resign or terminate any relationship or position
      that
      is reasonably perceived to give rise to a conflict of interest.





**III.
      Financial Records and Periodic Reports**





It
      is the
      Company’s policy to make full and fair disclosure in compliance with all
      applicable laws, rules and regulations. All directors, officers and employees
      will execute their job function in a manner designed to produce financial
      statements and other public disclosures that are in compliance with all
      applicable laws and regulations.





Each
      Senior Financial Officer will, within such officer’s applicable area of
      responsibility, endeavor in all respects to produce and promote full, fair,
      accurate, timely and understandable disclosure in public communications made
      by
      the Company, including reports and documents filed with or submitted to the
      SEC,
      the National Association of Securities Dealer, and any applicable securities
      exchange.





The
      Senior Financial Officers will oversee the establishment and management of
      the
      Company’s internal financial controls and disclosure controls and procedures, in
      order to enable the Company’s consolidated financial statements and the notes
      thereto to present fairly, in all material respects, the financial position,
      results of operations and cash flows of the Company as of and for the period
      indicated in conformity with generally accepted accounting
      principles.





Each
      Senior Financial Officer will cooperate with the Company’s external auditors in
      the process of audit and review, and will not take any action to coerce,
      manipulate, mislead or fraudulently influence such auditors in such
      process.





Each
      Senior Financial Officer will promptly bring to the attention of the Audit
      Committee:





·
            Any
                material information that should be publicly disclosed but which
                such
                Senior Financial Officer has reason to believe will not be timely
                disclosed




2




·
            Any
                significant deficiencies or material weaknesses in the design or
                operation
                of the Company’s internal control over financial reporting that are
                reasonably likely to adversely affect the Company’s ability to record,
                process, summarize and report financial
                information





·
            Any
                fraud, whether or not material, that involves management or other
                employees who have a significant role in the Company’s internal control
                over financial reporting.





If
      any
      employee becomes aware of material information that affects the disclosures
      made
      or to be made by the Company in its SEC filings or submissions or other public
      communications, they will promptly bring such information to the attention
      of a
      Senior Financial Officer, the Audit Committee, or the Company’s outside General
      Counsel.





**IV.
      Compliance with Applicable Laws, Rules and Regulations**





All
      directors, officers and employees must respect and obey the laws of the
      jurisdictions in which they operate. They will reflect the Company’s commitment
      to legal compliance by action and example. Each Senior Financial Officer will
      comply, and encourage and promote compliance, with the laws, rules, regulations,
      and government agreements applicable to the Company’s business and
      operations.





Directors,
      officers and employees may not use corporate assets or funds for any unlawful
      or
      improper purpose. The Company does not authorize or condone any payment that
      is
      in the nature of a bribe, kickback or undisclosed commission to a third party
      for obtaining any business or advantage for the Company or any of its
      employees.





Each
      Senior Financial Officer is expected to be generally familiar with the laws
      applicable to such officer’s area of responsibility. Although not everyone
      expected to know all the details of all laws, it is important to know enough
      to
      determine when to seek advice from supervisors or managers, or in appropriate
      cases the Company’s outside General Counsel.





**V.
      Reporting of Illegal or Unethical Behavior**





Everyone
      must work to ensure prompt and consistent action against violations of this
      Code. Anyone who becomes aware of any information concerning any conduct they
      reasonably believe in good faith to constitute a violation of this Code, or
      other illegal or unethical conduct, is required to promptly report such
      information to a Senior Financial Officer, the Audit Committee, or the Company’s
      outside General Counsel.





Each
      Senior Financial Officer will promptly report any violation of this Code to
      the
      Audit Committee. If doubt exists as to a potential violation, the Company’s
      outside General Counsel should be consulted.





All
      employees are expected to cooperate in internal investigations of misconduct.
      Company policy prohibits discrimination, harassment and retaliation against
      any
      employee who in good faith provides any information or otherwise assists in
      any
      investigation or proceeding regarding any matters of legal or regulatory
      concern.




3




**VI.
      Accountability for Adherence to the Code**





Each
      director, officer and employee of the Company is personally responsible and
      accountable for their adherence to the provisions of this Code.





Any
      violation of this Code may result in disciplinary action, up to and including
      termination. The Company may impose such sanctions for violations of this Code
      as it determines, under the circumstances, to be in the best interests of the
      Company and its shareholders.





The
      Audit
      Committee will report any violations to the Board, and recommend appropriate
      actions to be taken in the event of violations of these procedures by a Senior
      Financial Officer.





**VII.
      Amendments and Waivers**





Only
      the
      Board may grant a waiver or approval of a material departure from this Code.
      The
      Company should not fail to take action within a reasonable period of time
      regarding a material departure from a provision of this Code that has been
      made
      known to a Senior Financial Officer.





No
      provision of this Code is intended to create any right in favor of any third
      party, including any shareholder, officer, director, employee, or contractor
      of
      the Company, in the event of a violation of any provision of this
      Code.





4