Exhibit 14.1

                                AXM PHARMA, INC.


                          CODE OF ETHICS FOR DIRECTORS



The Board of Directors  has adopted this Code of Ethics (the "Code') as a set of
guidelines  for AXM  Pharma,  Inc.  ("Company")  directors,  intended to promote
ethical  behavior and to provide  guidance to help directors  recognize and deal
with ethical issues.

The  business  of the  Company is managed  under the  direction  of the Board of
Directors and the various committees  thereof.  The basic  responsibility of the
directors  is  to  exercise   their  business   judgment,   carrying  out  their
responsibilities  in a manner  that they  reasonably  believe  to be in the best
interest of the  Company and its  stockholders.  The Board of  Directors  is not
expected to assume an active role in the  day-to-day  operational  management of
the Company.

1.    Conflicts of Interest. Directors should avoid actual or apparent conflicts
      of interest with the Company in personal and  professional  relationships.
      Generally  speaking,  a conflict of interest occurs when a director's or a
      director's  immediate  family's  personal  interest  interferes,  has  the
      potential to interfere,  or appears to interfere  materially with:  (a)the
      interests or business of the  Company;  or (b) the ability of the director
      to carry out his or her duties  and  responsibilities.  A director  should
      disclose to the Board any  transaction or  relationship  that the director
      reasonably  expects  could give rise to an actual or apparent  conflict of
      interest with the Company,

2.    Corporate    Opportunities.    In   carrying    out   their   duties   and
      responsibilities,  directors  should  endeavor to advance  the  legitimate
      interests of the Company when the  opportunity to do so arises.  Directors
      should avoid: (a) taking for themselves personally  opportunities that are
      discovered  in  carrying  out their  duties  and  responsibilities  to the
      Company;  (b) using Company property or information,  or their position as
      directors,  for personal gain; and (c) competing with the Company, in each
      of the foregoing eases, to the material detriment of the Company.  Whether
      any of the foregoing  actions is to the material  detriment of the Company
      will be determined by the Board of Directors  based on all relevant  facts
      and  circumstances,  including  in the ease of the  foregoing  clause (a),
      whether  the  Company has  previously  declined  to pursue  such  proposed
      opportunity for its own benefit.

3.    Confidentiality.   Directors   should  observe  the   confidentiality   of
      information   that  they   acquire  in  carrying   out  their  duties  and
      responsibilities,  except where  disclosure  is approved by the Company or
      legally mandated.  Confidential  information includes,  but is not limited
      to, all non-public  information  that might be of use to  competitors,  or
      harmful  to the  Company  or  its  customers,  if  disclosed.  Of  special
      sensitivity is financial information, which should under all circumstances
      be considered  confidential except where its disclosure is approved by the
      Company or when the information has been publicly disseminated.

4.    Fair   Dealing.   In  carrying  out  their  duties  and   responsibilities
      (including,  among others,  the  appointment  of senior  management of the
      Company  and the  setting  of  policies  pursuant  to  which  the  Company
      operates),  directors  should  promote fair dealing by the Company and its
      employees and agents with customers, suppliers, competitors and employees.

5.    Protection  and Proper Use of Company  Assets In carrying out their duties
      and  responsibilities,  directors  should promote the  responsible use and
      control of the  Company's  assets and  resources by die  Company.  Company
      assets, such as information,  materials, supplies,  intellectual property,


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      facilities,  software and other assets owned or leased by the Company,  or
      that are  otherwise in the Company's  possession,  should be used only for
      legitimate business purposes of the Company.

6.    Compliance with Laws, Rules and Regulations.  In carrying out their duties
      and  responsibilities,  directors should comply, and endeavor to cause the
      Company  to  comply,   with  applicable   governmental   laws,  rules  and
      regulations. In addition, if any director becomes aware of any information
      that lie or she believes  constitutes  evidence of a material violation of
      the  securities  or other laws,  rules or  regulations  applicable  to the
      Company and the operation of its business, by the Company, any employee or
      another director,  then such director should bring such information to the
      attention of any one or more of the following  persons,  as  circumstances
      may warrant: the Company's General Counsel, the Chair of the Board's Audit
      Committee or the Board's Presiding Director.

7.    Encouraging  the  Reporting  of Illegal or Unethical  Behavior.  Directors
      should  endeavor  to cause the  Company  to  proactively  promote  ethical
      behavior  and to  encourage  employees  to report  evidence  of illegal or
      unethical behavior to appropriate Company personnel.

8.    Insider Trading.  Directors should observe Company policies  applicable to
      them with respect to the purchase and sale of Company common stock.

9.    Personal Loans to Executive Officers or Directors. Federal securities laws
      prohibit  the Company  from,  directly or  indirectly  (including  through
      subsidiaries),  (a)  extending or arranging  for the extension of personal
      loans  to its  directors  and  executive  officers  and  (b)  renewing  or
      materially  modifying existing loans to such persons.  Directors shall not
      seek or facilitate personal loans from the Company in contravention of the
      foregoing.

Directors are expected to adhere to this Code. It is the  responsibility of each
director  to  become  familiar  with and  understand  this  Code,  seek  further
explanation and advice  concerning the  interpretation  and requirements of this
Code,  as well as any  situation  which  appears to be in conflict  with it. The
Board of Directors shall determine  appropriate actions to be taken in the event
of violations of this Code.

Any  waiver  of, or  amendment  to,  the  requirements  of this Code may only be
authorized by the Board of Directors,  and will be subject to public  disclosure
to the extent  required by law or the listing  standards of the  American  Stock
Exchange.

Directors should direct questions regarding the application or interpretation of
the Code to the Company's Counsel.