Exhibit
14.1
 
 
 POLICY
STATEMENT
 ON
 BUSINESS
ETHICS AND CONFLICTS OF INTERESTS
 
 I.
INTRODUCTION; CERTIFICATE OF COMPLIANCE
 
 This
Policy Statement on Business Ethics and Conflicts of Interests is being issued
to employees of Kaire Holdings Inc. ("KAIH" or the "Company") to confirm the
Company's commitment to conduct business in an ethical manner and in full
compliance with applicable law. It is the Company's expectation that our
employees will read and become familiar with the principles expressed in this
Policy Statement, and that those principles will be adhered to by all employees
in the discharge of their responsibilities. Employees will be required from time
to time to affirm their understanding of these principles and their agreement to
adhere to them, by signing the Certificate of Compliance that appears at the end
of this Policy Statement, and returning it to management.
 
 II.
SUMMARY OF PRINCIPLES; SPECIAL SITUATIONS
 
 KAIH
employees are expected to comply with all laws governing its operations, and to
conduct business in accordance with the highest ethical standards. KAIH asks the
same high standard of conduct of its employees on or off its property. The
following is a summary of principles which guide KAIH's business practices under
these policies. Although we believe that these principles will address almost
every situation, it may be appropriate to consult with management even when a
gift or other item falls within the guidelines. That might be the case when the
kind of service provided to KAIH by the outside party is particularly sensitive,
or when a gift or entertainment item might be very unusual under the
circumstances. In such cases, KAIH requires that the employee either get advance
approval from management, or, where advance approval is not practical, the
employee should request approval to retain the item in question.
 
 1.
Employees shall not be involved in any activity, including personal investment,
which is or gives the appearance of conflict of interest with the business of
KAIH. Outside business interests require the prior approval of
KAIH.
 
 2.
Employees dealing with contractors, carriers, suppliers, consultants, customers
and other persons having business with the company, shall conduct such
activities in the best interests of KAIH, without favor or
preference.
 
 3. Gifts,
hospitality (meals and the like), entertainment or anything of value, beyond
commonly recognized limits, shall not be accepted by employees or their family
members from any person who has business dealings with KAIH. Gifts, hospitality
and entertainment which, because of their nature or value, might reasonably be
expected to influence the employee's independent judgment, are beyond acceptable
limits. Such value will be measured by the usual standard of living of both the
employee and the other person.
 
 4. Under
no circumstances may cash payments be made to customers. Other gifts, favors and
entertainment extended to customers are to be limited in kind and value. The
terms of a customer's employee gift policy will be honored by KAIH without
exception.
 
 5.
Employees in a subordinate/supervisory relationship are not to exchange favors
or gifts which could, or appear, to give rise to an obligation. Employees may
not use Company property as gifts for other employees.
 
 6. The
Company's property (supplies, personal computers, etc.) is to be used by
employees only for the Company's business purposes. Company property may not be
sold or otherwise disposed of, except in the ordinary course of business. All
employees will be expected to properly account for all Company property for
which they are responsible.
  
 
 7.
Employees shall not use KAIH's proprietary information or trade secrets, other
than as required by KAIH.
 
 8. KAIH
independently and unilaterally determines the prices and terms of sale of its
products. Employees shall not make any agreement with a competitor affecting the
prices, terms, or conditions of sale of KAIH products in relation to those of a
competitor. Employees shall not exchange information with respect to prices,
cost, or other aspects of competition with any KAIH competitor, or with any
other person.
 
 III.
FINANCIAL INTERESTS IN OUTSIDE BUSINESSES
 
 1. A
conflict of interest exists if an employee, or an immediate family member of an
employee, has a significant financial interest in a competitor of KAIH, or which
has business dealings with KAIH. A "significant financial interest" is one which
is so substantial to the employee that it might appear to create a potential
risk of interference with the employee's independent exercise of judgment in the
best interest of KAIH.
 
 2. Before
an employee or immediate family member acquires a financial interest (or if such
person already has an interest) which appears to create a possible conflict of
interest, the employee should promptly disclose the facts in writing to
management, so that a determination can be made as to whether a conflict of
interest does exist. The employee will be expected to take whatever action is
determined by KAIH to be appropriate to resolve any conflict
 which it
finds to exist.
 
 IV. OTHER
INVOLVEMENT IN OUTSIDE BUSINESSES
 
 1. A
conflict of interest exists if an employee engages as a director, officer,
employee, promoter or consultant in an outside business which (a) is a
competitive business, or (b) has business dealings with KAIH in which the
employee participates or is able to exert influence, or (c) interferes with the
employee's obligation to devote full time and attention to his or her job
responsibilities, or (d) operates in a manner which reflects adversely upon
KAIH. A conflict of interest may also arise when an immediate family member is a
director, officer, employee, or consultant with a company which is a competitive
business, or which has business dealings with KAIH in which the employee
participates or is able to exert influence.
 
 2. Before
an employee or immediate family member becomes involved in an outside business
(or if such person already is involved) which creates a possible conflict of
interest, the employee should promptly disclose the facts in writing to
management, so that a determination can be made as to whether a conflict of
interest does exist. The employee will be expected to take whatever action is
determined by KAIH to resolve any conflict which it finds to exist.
 
 V.
RECEIPT OF EMPLOYMENT-RELATED GIFTS
 
 A.
General
 
 1. No
employee or immediate family member may accept from any person or company which
has business dealings with KAIH, gifts or gratuities (including favors,
consideration, discounts, and the like, which are not generally available to all
KAIH employees) which go beyond common courtesies usually associated with
accepted business practice.
 
 2. In no
event may a KAIH employee accept in any one year from any person which has
business dealings with KAIH, a gift or series of gifts which the employee should
reasonably believe has a value exceeding $300.
  
 
 3. No
employee may accept cash or cash equivalents (gift certificates, credits, etc.)
of any amount from any person which has business dealings with
KAIH.
 
 4. In
those circumstances where the nature of the relationship with the third party is
unusually sensitive or the gift in question seems extraordinary, the employee
must either obtain advance approval from management, or, where advance approval
is not practical, the employee must request approval to retain the item in
question.
 
 B.
Entertainment
 
 1. No
employee or immediate family member may accept, from any person having business
dealings with KAIH, entertainment which goes beyond common courtesies usually
associated with accepted business practice.
 
 2.
Employees may accept invitations to lunch, dinner, or other social events (ball
games, concerts, etc.) as an expression of normal business courtesy, provided
that they are not intended to induce special consideration or
advantage.
 
 3. In
those circumstances where the nature of the relationship with the third party is
unusually sensitive or the event in question seems extraordinary, the employee
must obtain advance approval from management.
 
 C. Gifts
Between Employees
 
 Employees
in a subordinate/supervisory relationship are not to exchange favors or gifts
which could or appear to give rise to an obligation.
 
 
 VI.
Relationships With Customers
 
 A.
General
 
 It is
recognized that business practices and common courtesy sometimes require that
gifts, favors, and entertainment be extended to present or prospective
customers. These occasions are strictly limited and may not involve secret
commissions, hidden gratuities, or payments to third parties who might have
influence on such customers.
 
 B. Gifts,
Favors, and Entertainment
 
 Gifts,
favors, and entertainment may be extended to any customer or prospective
customer, only if all of the following conditions are met:
 
 1. They
are not in violation of any applicable law.
 
 2. They
are not for the purpose of securing a preferential customer action, but rather
are given as a courtesy for a courtesy received, or to build goodwill, much as
one would do socially.
 
 3. They
are not in violation of generally accepted ethical standards.
 
 4. They
are of such limited value, and are in such form, that they cannot be construed
as a bribe or payoff.
 
 5. The
customer has not advised that it has a policy against or otherwise limits
receipt of gifts, favors, and entertainment by its employees and agents. Any
such customer policy must be adhered to strictly.
 
 6. Public
disclosure of the facts surrounding them would not embarrass KAIH or the
customer in any way.
  
  
  
 CERTIFICATE
OF COMPLIANCE
 
 I have
read and understand the KAIH, Inc. Policy Statement on Business Ethics and
Conflicts of Interests. This will confirm that I will adhere in all respects to
the principles and rules contained in the Policy Statement. If I am in doubt
about whether any given proposed conduct will be in compliance with such
principles and rules, I will seek (and follow) guidance as required by the
Policy Statement. I further confirm my understanding that any failure to comply
with these principles and rules will subject me to disciplinary action, up to
and including dismissal from employment with the Company.
 
 I certify
to the Company that I am not in violation of the Policy Statement, unless I have
noted such violation in a signed Statement of Exceptions attached to this
Certificate.
 
 -------------------------------
 (Signature)
 
 Name:
______________________
 (Please
Print)
 
 Position
_____________________
 
 Location
_____________________
 
 Date
________________________
 
 [ ] A
Statement of Exceptions is attached.
 
 [ ] No
Statement of Exceptions is attached.