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.