**Exhibit14.1**

 

**ORANGE 21INC.**

 

**CODE OFETHICS FOR SENIOR OFFICERS**

 

In addition to being bound by all provisions of the Code of BusinessConduct of Orange 21 Inc. (the “**Company**”), theChief Executive Officer, the President, the Chief Financial Officer and keymanagement employees (including other senior financial officers) who have beenidentified by the Board of Directors (each an “**Officer**,”and collectively, the “**Officers**”) aresubject to the following additional specific policies (collectively referred toas the “**Code of Ethics**”):

 

1.                                       TheOfficers are responsible for full, fair, accurate, timely and understandabledisclosure in the reports and documents that the Company files with, or submitsto, the Securities and Exchange Commission and in other public communicationsmade by the Company.  It is theresponsibility of each Officer promptly to bring to the attention of theChairperson of the Audit Committee (the “**Audit Chair**”)of the Board of Directors (the “**Board**”) anymaterial information of which he or she may become aware that affects thedisclosures made by the Company in its public filings.

 

2.                                       EachOfficer shall promptly bring to the attention of the Audit Chair anyinformation he or she may have concerning (a) significant deficiencies in thedesign or operation of internal controls that could adversely affect theCompany’s ability to record, process, summarize and report financial data or(b) any fraud, whether or not material, that involves management or otheremployees who have a significant role in the Company’s financial reporting,disclosures or internal controls.

 

3.                                       EachOfficer shall act with honesty and integrity in the performance of his or herduties at the Company and shall comply with laws, rules and regulations offederal, state and local governments and other private and public regulatoryagencies that affect the conduct of the Company’s business and the Company’sfinancial reporting.

 

4.                                       EachOfficer shall promptly bring to the attention of the Audit Chair anyinformation he or she may have concerning evidence of a material violation ofthe securities or other laws, rules or regulations applicable to the Companyand the operation of its business, by the Company or any agent thereof, or anyviolation of this Code of Ethics.

 

5.                                       EachOfficer shall avoid actual or apparent conflicts of interest between personaland business relationships, such as holding a substantial equity, debt or otherfinancial interest in any competitor, supplier or customer of the Company orhaving a personal financial interest in any transaction involving the purchaseor sale by the Company of any products, materials, equipment, services orproperty, other than through Company-sponsored programs.  Any such actual or apparent conflicts ofinterest shall be brought to the attention of the Audit Chair.

 

6.                                       TheAudit Committee of the Board shall determine, or designate appropriate personsto determine, appropriate actions to be taken in the event of violations ofthis Code of Ethics by any Officer.  Suchactions shall be reasonably designed to deter wrongdoing and to promoteaccountability for adherence to this Code of Ethics, and may include writtennotices to the individual involved that the Audit Committee has determined thatthere has been a violation,

 

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censure by theBoard, demotion or re-assignment of the individual involved, suspension with orwithout payor benefits and termination of the individual’s employment.

 

The Audit Committee of the Board shall consider any request for awaiver of this Code of Ethics and any amendments to this Code of Ethics and allsuch waivers or amendments shall be disclosed promptly as required by law.

 

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**ACKNOWLEDGEMENTFORM**

 

I have received and read the Code of Ethics for Senior Officers, and Iunderstand its contents.  I agree tocomply fully with the standards, policies, and procedures contained in the Codeof Ethics and the Company’s related policies and procedures.  I understand that I have an obligation toreport to the Chairperson of the Audit Committee of the Board of Directors anysuspected violations of the Code of Ethics of which I am aware.  I certify that, except as fully disclosed inaccordance with the terms of this Code of Ethics, I have not engaged in anytransactions or activities that would constitute an actual or apparent conflictwith the interests of the Company.  Ifurther certify that, except as noted below, I am otherwise in full compliancewith the Code of Ethics and any related policies and procedures:

 
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