**Exhibit
      14.1**





**CODE
      OF ETHICS FOR SENIOR FINANCIAL EXECUTIVES**





The
      Board
      of Directors of Sea Sun Capital Corporation (the “Company”) has adopted the
      hereinbelow set forth principles of ethical corporate conduct applicable to
      its
      Senior Financial Executives (this “Code”). For the purposes of this Code, a
“Senior Financial Executive” is an employee or officer of the Company who holds
      the office of principal executive officer, principal financial officer,
      principal accounting officer, treasurer or controller, or any person performing
      similar functions.




1.  All
      Senior Financial Executives are responsible for full, fair, accurate, timely,
      and understandable disclosure in the periodic reports required to be filed
      by
      the Company with the Securities and Exchange Commission. Accordingly, it is
      the
      responsibility of each Senior Financial Executive promptly to bring to the
      attention of the Chairman of the Audit Committee any material information of
      which he or she may become aware that affects the disclosures made by the
      Company in its public filings or otherwise assist the Disclosure Committee
      in
      fulfilling its responsibilities.




2.  Each
      Senior Financial Executive shall promptly bring to the attention of the Chairman
      of the Audit Committee any information he or she may have concerning (a)
      significant deficiencies in the design or operation of internal controls which
      could adversely affect the Company’s ability to record, process, summarize, and
      report financial data or (b) any fraud, whether or not material that involves
      management or other employees who have a significant role in the Company’s
      financial reporting, disclosures, or internal controls.




3.  Each
      Senior Financial Executive shall promptly bring to the attention of the Chairman
      of the Audit Committee any information he or she may have concerning any
      violation of the Company’s policies relating to ethical corporate conduct,
      including any actual or apparent conflicts of interest between personal and
      professional relationships, involving any management or other employees who
      have
      a significant role in the Company’s financial reporting, disclosures, or
      internal controls.




4.  Each
      Senior Financial Executive shall promptly bring to the attention of the Chairman
      of the Audit Committee any information he or she may have concerning evidence
      of
      a material violation of the securities laws or other laws, rules, or regulations
      applicable to the Company and the operation of its business.




5.  The
      Board
      of Directors shall determine, or designate appropriate persons to determine,
      appropriate actions to be taken in the event of any violations of the policies
      and/or procedures of this Code by any Senior Financial Executive. Such actions
      shall be reasonably designed to deter wrongdoing and to promote accountability
      for adherence to the policies and to procedures established by this Code, and
      shall include written notices to the individual involved that the Board has
      determined that there has been a violation, censure by the Board, demotion,
      or
      reassignment of the individual involved, suspension with or without pay or
      benefits (as determined by the Board) and termination of the individual’s
      employment. In determining what action is appropriate in a particular case,
      the
      Board of Directors or such designee shall take into account all relevant
      information, including the nature and severity of the violation, whether the
      violation was a single occurrence or repeated occurrences, whether the violation
      appears to have been intentional or inadvertent, whether the individual in
      question had been advised prior to the violation as to the proper course of
      action and whether or not the individuals in question had committed other
      violations in the past.