**EXHIBIT 14.1**

 

**MEDICAL DEVICE ALLIANCE**

 

**APPROVEDBY:                                                                                        **

 

**POLICY NO.:**

 

 

 

 

**PROCEDURE OR GUIDELINE:**

 

**INDEX OF PROCEDURES OR GUIDELINES**

 

1.0      ORGANIZATION AND ADMINISTRATION OF THE POLICY 

2.0      CONFLICTS OF INTEREST 

3.0      CONFIDENTIAL INFORMATION 

4.0      INSIDE INFORMATION 

5.0      PROHIBITED RECEIPTS AND PAYMENTS 

 

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6.0      POLITICAL ACTIVITY AND CAMPAIGN CONTRIBUTIONS

7.0      PERSONAL USE OF COMPANY PROPERTY & SERVICES 

8.0      COMPANY BOOKS AND RECORDS 

9.0      COMPLIANCE WITH TAX LAWS 

10.0    CONCLUSION 

 
1.0 **ORGANIZATION AND ADMINISTRATION OF THE POLICY**
 
 1.1 Overall Policy Responsibility The Board of Directors’ have overall responsibility for: 
 
 A. providing guidance on matters of business ethics, and 
 
 B. monitoring compliance with this Policy and applicable laws to ensure consistency with the Company’s goals of promoting fair and ethical conduct and avoiding undesirablerelationships in all of its activities. 
 
 C. Toward that end, the Committee shall use the services, the Internal Audit staff, and the Company’s independent public accountants. 
 
 1.2 Definitions: 
 
 A. “CEO” – Chairman, President and Chief Executive Officer. 
 
 B. “CFO” – Senior Vice-President, Chief Financial Officer and Treasure. 
 
 C. “Company” – Medical Device Alliance, which is comprised of Medical Device Alliance, Inc., its subsidiaries and affiliate. 
 
 D. “Designated Employees” – Members of the Board of Directors, Officers, Administrative Assistants and Secretaries reporting to Officers, and other employees who may beselected by the chairman of the Board of Directors. 
 
 E. “FCPA” – Foreign Corrupt Practices Act. 
 
 F. “Policy” – The Company’s Business Ethics Policy. 
 
 G. “SEC” – Securities and Exchange Commissions. 
 
 H. “You” – the Designated Employee. 
 
 I. “Your” – belonging to the Designated Employee. 
 

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2.0 **CONFLICTS OF INTEREST**
 
 2.1 Conflict of Interest Defined
Of all corporateactivities involving employee conduct, among the most important involves avoiding potential conflicts of interest. A conflict of interest arises when an employee’s judgment in acting on the Company’s behalf is, or appears to be,influenced by an actual or potential personal benefit from an investment, business interest, or some other association or relationship. Conflicts occur most often in cases where You or a member of Your household or Your immediate family (spouse,child, parent or sibling) obtains some personal benefit at the expense of the Company’s best interest. Keep in mind that, in general, You will be regarded as having an interest in any property owned, or any transactions entered into, by membersof Your household or Your immediate family. 

 
 2.2 Common Conflict of Interest Situations
Conflictsof interest can arise in many different situations, and it is not possible to describe all circumstances in which they may exist. The following three sections describe common categories of conflicts of interest. They also illustrate Yourresponsibility and the Company’s policy in each situation. 

 
 A. Employee Relationships with Parties in Company Related Transactions
You must fully disclose details when You or a member of Your household or Your immediate family has an interest in, or a relationship with any party that transacts business with the Company, such as a supplieror vendor, lessor, lessee, licensor, or licensee when: 

 
 1. You are in position to make or influence decisions pertaining to the transaction, and 
 
 2. You interest or relationship is substantial enough to appear to a reasonable person that Your decision making regarding the transaction may be affected. 
 
 3. Examples of these relationships include when You or a member of Your household or Your immediate family: 
 
 a. Has any position of employment, including work performed as an officer, partner, employee, director or consultant of the other company; 
 
 b. Receives any compensation, discounts, rebates, kickbacks, credit, loans or perquisites from the other company; 
 
 c. Acquires, directly or indirectly, an interest in, or rights to the profit or income of, the other party. 
 

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 4. You do not need to disclose the mere ownership of securities of the other party if it is listed on a stock exchange or publicly traded in a recognized over the counter market, aslong as the amount You or members of Your household or immediate family own is less than one percent (1%) of the class outstanding, and does not equal or excess ten percent (10%) of Your (their) net worth. 
 
 B. Accepting Gifts or Favors
You must notaccept any gifts or favors from any individual or entity that You know or should know transacts business, or may seek to transact business, with the Company, unless the gift or favor is a common courtesy usually associated with customary businesspractices. You must never accept a gift in the form of cash or a cash equivalent. All offers of gifts or favors which fall outside these guidelines should be reported immediately in writing to Your supervisor. 

 
 C. Nepotism
You must not grant preferential treatmentto close relatives or friends within the Company in conflict with Company’s best interest. You must also avoid situations in which conflicts may arise. For example, no employee should supervise or be supervised by, or work in the samedepartment on the same shift as, a member of his or her immediate family. Exceptions must be approved in advance by the Department Manager, and the CEO, CFO or COO. 

 
 2.3 Your Responsibility to Avoid or Eliminate Conflicts of Interest
You must avoid any relationship, influence, activity, or investment that might impair, or even appear to impair. Your ability to make objective and fair decisions in the Company’s best interest. Compliancewith this Policy also requires You to take any actions regarded by the Company as necessary to eliminate or satisfactory regulate an actual or potential conflict of interest situation. When in doubt, share the facts of the situation with theChairman of the Board of Directors before taking any action. 

 
 2.4 Your Responsibility to Avoid or Eliminate Conflicts of Interest
Periodically, You will be required to complete a disclosure statement setting forth any financial interest, business or other relationships that might present a conflict of interest. In addition, You must providefull and immediate disclosure of any interest that You may have at the time of hire or during employment which creates, or appears to create, a possible conflict of interest. 

 
 2.5 An Important Note about the Company’s Disclosure Requirement
This disclosure requirement in no way represents the Company’s intention to police or interfere with its employees’ activities. Rather, the requirement is intended to assist employees in realizing thefullest freedom consistent with their own best interests, and those of the Company and its stockholders, by protecting all parties from the harmful effects of any subsequent revelation of activities, associations or interests that might constitute aprohibited conflict of interest. It is generally anticipated that most activities disclosed will not raise material conflict of interest questions. The disclosure requirement is merely a recognition of the fact that very few substantial questions ofconflict of interest can exist where there is full knowledge by the Company of all the facts. In the few instances where such a question might exist after full disclosure, corrective steps 

 

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generally can be taken to avoid potential problems without interfering with the outside interests of the employee. 

 
 2.6 Confidentiality
With respect to any disclosure ofinformation furnished by an employee in accordance with this Policy, the Company will endeavor to protect such information and handle it on a strictly confidential basis. 

 
3.0 **CONFIDENTIAL INFORMATION**
 
 3.1 Confidential Information Defined
Confidentialinformation means all non-public information regarding the Company’s operations and business activities, and those of its customers and suppliers. Non-public means any information that is not officially disclosed or common knowledgethat might be useful to others, for example, to compete against the Company. 

 
 3.2 Examples of Confidential Information
Confidentialinformation includes such items such as customer lists, customer information, employee information, policies, systems and procedures, trade secrets, financial information, business plans, contract negotiations, contractual agreements, blueprints,marketing and promotional plans and ideas (including new products and programs, pricing strategies, and advertising campaigns), or other information or material unique to the Company. 

 
 3.3 Your Responsibility Regarding Confidential Information
Do not disclose confidential information to any unauthorized person, either during or after termination of Your employment. Unauthorized persons include anyone who does not have a business need to know for the express benefit of theCompany, excluding: authorized state and federal law enforcement officers in the course of their assigned duties. Upon your departure, You must not take any documents or records belonging to the Company and You must return all such documents andrecords in Your possession. 

 
 3.4 You Responsibility To Not Profit From Confidential Information
Do not profit from confidential information of which You have become aware during the course of Your employment. For example, do not acquire an interest in property that You know the Company is consideringpurchasing. Similarly, You should not acquire any security of another entity, if You are aware that the Company is considering purchasing that entity’s securities. 

 
 3.5 Your responsibility Not To Compete With Company
You must not compete with the Company in pursuing any business opportunities which come to Your attention during the course of Your employment with the Company. Before personally pursuing or profiting from any venture which could be viewedas competing with the Company, You must disclose the opportunity to the Chairman of the Board of Directors and obtain their positive written affirmation either that the venture is not in competition with the Company or that the Company has nointerest in pursuing the venture. 

 

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4.0 **INSIDE INFORMATION**
 
 4.1 Inside Information Defined
Insideinformation is similar to confidential information, and refers to all material non-public information. Information is material if a reasonable investor would consider the information important in deciding whether to buy, sell orhold a security. Information is considered public only if it has been effectively disclosed to the Investors and enough time has elapsed to permit the investment market to absorb and evaluate the information. Inside information is not limitedto information about the Company. It also includes material non-public information about other corporations with which the Company has business relationships. 

 
 4.2 Examples of Inside Information
Examples of insideinformation include, among other things, non-public information about: 

 
 A. earnings results; 
 
 B. future earnings, losses or stock splits as estimated or projected by the Company’s officers; 
 
 C. changes in management; and 
 
 D. events or business operations which are likely to affect future revenues or earnings ( for example, the development of new products; joint ventures with other companies; mergers andacquisitions; or lawsuits and settlements). 
 
 4.3 Prohibited Use of Inside Information
Companypolicy, state and Federal laws and regulations prohibit the use of inside information when recommending the Company’s or anyone else’s securities. Persons who fail to prevent others from using inside information may also be liable forcivil penalties under Federal law. 

 
 4.4 Your Responsibility Regarding Inside Information
You must not disclose inside information to persons outside the Company. It is illegal to pass on inside information to another individual who buys or sells a security on the basis of that information. In fact, it is illegal tosuggest buying or selling a security while in the possession of inside information, even if You do not actually disclose that information. 

 
 4.5 Do Not Trade on Company Inside Information
You, orany party related to You, must not trade in Company securities while possessing inside information until the pertinent information has been disclosed by the Company and the public has had sufficient time to assimilate it. 

 

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 4.6 Do Not Trade on Any Other Company’s Inside Information
You, or any party related to You, must not trade in the securities of another corporation if the value of such securities is likely to be affected by actions of the Company of which You are aware and which have not beendisclosed to the public. For example, if a vendor is developing and testing a new product in conjunction with the Company, employees should refrain from trading in the securities of that vendor until such information becomes public knowledge.

 
 4.7 Prevent Others From Insider Trading
It is alsoillegal for certain persons to fail to prevent insider trading by others. Individual employees with managerial or supervisory responsibilities over an employee and, in some cases, officers, directors, and controlling shareholders of the Company(collectively referred to as “controlling persons”), may be liable for civil penalties under insider trading laws for the violations of an employee if the controlling person knew or recklessly disregarded the fact that the employeewas likely to engage in a violation, and failed to take appropriate steps to prevent that violation before if occurred. 

 
 4.8 Questions Regarding Inside Information
Beforedisclosing or using information in Your possession which could be considered inside information and therefore, subject to this Policy, You must obtain the written approval from the CEO, CFO OR COO. 

 
5.0 **PROHIBITED RECEIPTS AND PAYMENTS**
 
 5.1 Your Use Of Company Assets
The use of Companyfunds or assets for any unlawful purpose is strictly prohibited. You must not establish undisclosed or unrecorded funds or assets of the Company for any purpose, or engage in any arrangement that results in prohibited acts. No payments shall beapproved or made with the intention or understanding that any part of such payment is to be used for any purpose other than that described by the material supporting the disbursements. 

 
 5.2 Your Authorization To Use Company Assets
You mustnot authorize or make any payment, whether in money, property or services, either Company or personal, for a bribe, kickback, or any other similar payment, to any person organization designed to secure favored treatment for the Company. Thesepayments are highly improper and could adversely reflect on the Company’s integrity and reputation. 

 
 5.3 Your Responsibility To Report Prohibited Acts
IfYou have information regarding any prohibited act or payment, You must promptly report the matter to the Chairman of the Board of Directors. 

 

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6.0 **POLITICAL ACTIVITY AND CAMPAIGN CONTRIBUTIONS**
 
 6.1 Political Campaign Contributions Defined
Political campaign contributions mean:

 
 A. direct expenditures or contributions, in cash or property, or candidates for nomination or election to public office or to political parties, as well as
 
 B. indirect assistance or support, such as the furnishing of goods, services or equipment, or other political fund raising support. 
 
 6.2 Prohibited Domestic Political Contributions
It isCompany policy not to make political contributions for candidates for federal office, and in the United States it would be a crime for the Company to do so. It is also Company policy not to make political contributions for candidates for state andlocal office, except in those states where such payments are legal and such payments have been authorized by the CEO. 

 
 6.3 Prohibited Foreign Political Contributions
TheFCPA specifically prohibits U.S. corporations or their agents from offering or making payments to foreign officials, political parties, or candidates for public office for the purpose of influencing an official act or decision which would help thecorporation obtain, retain, or direct business. This prohibition is applicable regardless of whether the contribution is lawful under the laws of the country in which it is made. Accordingly, Company policy strictly prohibits any payments withcorporate funds to, or any use of corporate assets for the benefit of, any foreign official, political party, or candidate for political office. 

 
 6.4 Individual Employee Political Participation
TheCompany encourages political participation by employees, including the making of voluntary contributions to candidates of the employee’s choice in accordance with legal limitations. In compliance with federal laws and regulations, the Companywill not reimburse any employee directly or indirectly for any political contributions made by the employee. Furthermore, employees must not engage in political activities during working hours. 

 
7.0 **PERSONAL USE OF COMPANY PROPERTY AND SERVICES**
 
 7.1 Your Use Of Company Property
You may use Companyproperty and services for personal benefit only when properly approved for general employee or public use. The use of Company owned land, materials, equipment, or other property, and the use of services provided by Company employees on Company timeunder any other circumstances are strictly prohibited, except as approved in advance by the person to whom such approval authority has been delegated. For instance, You may not use Company employees to perform home improvement or any other personalwork for Your benefit on Company time. 

 

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 7.2 Your Responsibility To Obtain Authorization
Youmust not sell, loan, give away or otherwise dispose of Company property, regardless of condition or value, except with proper prior authorization. 

 
 7.3 Your Responsibility To Not Profit From Company Time Or Property
You may not engage in activities on Company time or use, or cause to be used Company facilities, equipment, materials or supplies for Your personal profit. 

 
8.0 **COMPANY BOOKS AND RECORDS**
 
 8.1 Your Responsibility Regarding The Company’s Books And Records
It is Company policy that all books and records of the Company be maintained so that they fully and fairly reflect all of the Company’s receipts and expenditures, assets and liabilities. You must not make falseor artificial entries on the books and records of the Company for any reason. You must not establish any funds or accounts outside the books and records of the Company. All bank accounts set up on behalf of the Company, foreign or domestic, must beapproved by the CFO and shall be controlled, recorded and reconciled under the direction of the CFO. 

 
 8.2 Your Responsibility For Full Disclosure
Federallaws prohibit materially false or misleading statements or omission of facts by officers and directors in connection with the audit or examination of the Company’s financial statements or the preparation of its required SEC filings. The FCPArequires the Company to develop and maintain a system of internal accounting controls to help assure that the Company’s books and records accurately reflect its transactions and disposition of assets. The FCPA and securities laws apply toindirect as well as direct falsification, misinterpretation or omission. Federal laws impose civil and criminal penalties on individuals and companies who violate these requirements. 

 
 8.3 Questions Regarding The Company’s Books And Records 
It is Company policy to comply fully with the record keeping and accounting control requirements of the SEC and the FCPA. Any questions concerning this area must be reviewed with the CFO. 

 
9.0 **COMPLIANCE WITH TAX LAWS**
 
 9.1 Your Responsibility Regarding Personal Taxes
It isCompany policy to comply with all applicable tax statutes. It is violation of Company policy for any employee to take any action for the purpose of illegally evading taxes due on the Company’s operations. 

 
 9.2 Your Responsibility Regarding The Company’s Taxes
It is also against Company policy for any employee, with fraudulent intent, to misrepresent any employee’s income, fail to withhold applicable income taxes as required by law, or to take any other action to illegally evade taxes on, orwith respect to, income from the Company. 

 

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 9.3 Questions Regarding Tax Compliance
Any questionsin this regard must be reviewed in advance with the CAO and CFO. 

 
10.0 **CONCLUSION**
 
 10.1 Your Responsibility For Business Ethics
You mustmaintain the highest standards of ethical conduct in all Your business dealings. The Board of Directors adopted this Policy to help You achieve and maintain that vital goal. You must endeavor to read, understand, and abide by it. 

 
 10.2 Required Acknowledgment
You are required tocomplete the Business Ethics Policy Acknowledgement And Conflict of Interest Statement (see Attachment 1) upon beginning employment and on an annual basis thereafter. 

 

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**MEDICAL DEVICE ALLIANCE**

 

**BUSINESS ETHICS POLICY ACKNOWLEDGMENT**

**AND CONFLICT OF INTEREST STATEMENT**

 

Thisis to acknowledgment that I have received and read the Business Ethics Policy of the Medical Device Alliance, including the section on Conflicts of Interest, and understand its meaning, and to the best of my knowledge, I have no conflict of interestwith the Company as described in the Policy except as follows: (If none, write “None” below). 

 

                                                                                                                                                                                                                                                                 

 

                                                                                                                                                                                                                                                                 

 

                                                                                                                                                                                                                                                                 

 

                                                                                                                                                                                                                                                                 

 

                                                                                                                                                                                                                                                                 

 

                                                                                                                                                                                                                                                                 

 

                                                                                                                                                                                                                                                                 

 

                                                                                                                                                                                                                                                                 

 

                                                                                                                                                                                                                                                                 

 

                                                                                                                                                                                                                                                                 

 

                                                                                                                                                                                                                                                                 

 

                                                                                                                                                                                                                                                                 

 

                                                                                                                                                                                                                                                                 

                                                                                                       

Employee Signature 

 

                                                                                                       

Type or Print Name 

                                                         

Date 

 

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