EXHIBIT 14.1

                       NANO SUPERLATTICE TECHNOLOGY, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

                      For Employees, Officers and Directors

INTRODUCTION

     To further Nano Superlattice  Technology,  Inc.'s fundamental principles of
honesty,  loyalty,  fairness and  forthrightness  we have  established  the Nano
Superlattice  Technology,  Inc.  Code of Business  Conduct and Ethics.  Our Code
strives to deter  wrongdoing and promote the following six objectives:

*    Honest and ethical conduct;

*    Avoidance  of  conflicts  of interest  between  personal  and  professional
     relationships;

*    Full, fair, accurate, timely and transparent disclosure in periodic reports
     required  to be  filed  by Nano  Superlattice  Technology,  Inc.  with  the
     Securities and Exchange Commission and in other public  communications made
     by Nano Superlattice Technology, Inc.;

*    Compliance with the applicable government regulations;

*    Prompt internal reporting of Code violations; and

*    Accountability for compliance with the Code.

ACCOUNTING CONTROLS, PROCEDURES & RECORDS

     Applicable  laws and company policy require Nano  Superlattice  Technology,
Inc.  to  keep  books  and  records  that  accurately  and  fairly  reflect  its
transactions and the dispositions of its assets.  In this regard,  our financial
executives shall:

*    Provide information that is accurate, complete, objective, relevant, timely
     and understandable.

*    Comply with rules and regulations of federal,  state,  provincial and local
     governments, and other appropriate private and public regulatory agencies.

*    Act in good faith,  responsibly,  with due care,  competence and diligence,
     without misrepresenting  material facts or allowing independent judgment to
     be subordinated.

     All directors,  officers,  employees and other persons are prohibited  from
directly  or  indirectly  falsifying  or causing to be false or  misleading  any
financial  or  accounting  book,  record or account.  Furthermore,  no director,
officer or  employee  of Nano  Superlattice  Technology,  Inc.  may  directly or
indirectly:
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*    Make or cause to be made a materially false or misleading statement, or

*    Omit to state, or cause another person to omit to state,  any material fact
     necessary to make  statements  made not  misleading in connection  with the
     audit of financial statements by independent  accountants,  the preparation
     of any required reports whether by independent or internal accountants,  or
     any other work which  involves or relates to the filing of a document  with
     the Securities and Exchange Commission.

BRIBERY

     The offering,  promising, or giving of money, gifts, loans, rewards, favors
or  anything of value to any  supplier,  customer  or  governmental  official is
strictly prohibited.

COMMUNICATIONS

     It  is  very  important  that  the  information   disseminated  about  Nano
Superlattice Technology,  Inc. be both accurate and consistent. For this reason,
certain  of our  executive  officers  who have  been  designated  as  authorized
spokespersons  per  our  policy  regarding  compliance  with  Regulation  FD are
responsible  for our  internal  and external  communications,  including  public
communications  with stockholders,  analysts and other interested members of the
financial community. Employees should refer all outside requests for information
to the authorized spokespersons.

COMPUTER AND INFORMATION SYSTEMS

     For business purposes,  officers and employees are provided  telephones and
computer  workstations  and  software,  including  network  access to  computing
systems such as the Internet and e-mail, to improve personal productivity and to
efficiently manage proprietary  information in a secure and reliable manner. You
must obtain the permission from our Information  Technology  Services department
to install any software on any company  computer or connect any personal  laptop
to the Nano Superlattice  Technology,  Inc. network. As with other equipment and
assets of Nano  Superlattice  Technology,  Inc., we are each responsible for the
appropriate  use of  these  assets.  Except  for  limited  personal  use of Nano
Superlattice Technology,  Inc.'s telephones and computer/e-mail,  such equipment
may be used only for business purposes. Officers and employees should not expect
a right to privacy of their e-mail. All e-mails on company equipment are subject
to monitoring by Nano Superlattice Technology, Inc.

CONFIDENTIAL OR PROPRIETARY INFORMATION

     Company  policy  prohibits   employees  from  disclosing   confidential  or
proprietary  information  outside Nano  Superlattice  Technology,  Inc.,  either
during or after  employment,  without  company  authorization  to do so.  Unless
otherwise  agreed  to  in  writing,  confidential  and  proprietary  information
includes any and all methods, inventions,  improvements or discoveries,  whether
or not  patentable  or  copyrightable,  and any other  information  of a similar
nature  disclosed to the directors,  officers or employees of Nano  Superlattice
Technology,  Inc. or otherwise  made known to us as a consequence  of or through
employment or association with Nano  Superlattice  Technology,  Inc.  (including
information originated by the director,  officer or employee). This can include,
but  is  not  limited  to,   information   regarding  our  business,   research,

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development,  inventions,  trade secrets,  intellectual  property of any type or
description,   data,   business   plans,   marketing   strategies  and  contract
negotiations.

CONFLICTS OF INTEREST

     Company policy prohibits  conflicts between the interests of its employees,
officers,  directors  and Nano  Superlattice  Technology,  Inc.  A  conflict  of
interest  exists when an employee,  officer,  or  director's  personal  interest
interferes  or may  interfere  with the  interests of the company.  Conflicts of
interest  may not  always  be clear,  so if an  employee  has a  concern  that a
conflict  of  interest  may exist,  they should  consult  with higher  levels of
management,  and in the case of officers and directors, they should consult with
a member of the Audit  Committee.  When it is deemed to be in the best interests
of Nano Superlattice Technology, Inc. and its shareholders,  the Audit Committee
may grant  waivers to employees,  officers and  directors who have  disclosed an
actual or potential  conflict of interest.  Such waivers are subject to approval
by the Board of Directors.

FRAUD

     Company policy prohibits fraud of any type or description.

INSIDE INFORMATION

     Company policy and applicable  laws prohibit  disclosure of material inside
information  to anyone  outside Nano  Superlattice  Technology,  Inc.  without a
specific  business  reason for them to know. It is unlawful and against  company
policy for anyone  possessing  inside  information to use such  information  for
personal gain. Nano Superlattice Technology, Inc.'s policies with respect to the
use and disclosure of material non-public  information are more particularly set
forth in Nano Superlattice Technology, Inc.'s Insider Trading Policy.

POLITICAL CONTRIBUTIONS

     Company  policy  prohibits  the use of company,  personal or other funds or
resources on behalf of Nano Superlattice Technology, Inc. for political or other
purposes  which are improper or prohibited  by the  applicable  federal,  state,
local  or  foreign  laws,  rules  or  regulations.   Company   contributions  or
expenditures  in connection  with  election  campaigns  will be permitted  where
allowed  by  federal,   state,   local  or  foreign  election  laws,  rules  and
regulations.

REPORTING AND NON-RETALIATION

     Employees who have evidence of any  violations of this code are  encouraged
and expected to report them to their supervisor, and in the case of officers and
directors, they should report evidence of any such violations to a member of the
Audit  Committee.  Such reports will be  investigated in reference to applicable
laws and company  policy.  Violations of this Code or any other unlawful acts by
our  officers,  directors or employees  may subject the  individual to dismissal
from employment  and/or fines,  imprisonment and civil  litigation  according to
applicable laws.

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     We will not allow retaliation  against an employee for reporting a possible
violation  of this  Code in good  faith.  Retaliation  for  reporting  a federal
offense is illegal under federal law and prohibited under this Code. Retaliation
for  reporting any violation of a law, rule or regulation or a provision of this
Code is  prohibited.  Retaliation  will result in discipline up to and including
termination of employment and may also result in criminal prosecution.

WAIVERS

     There  shall be no  waiver  of any part of this  Code for any  director  or
officer  except  by a vote of the  Board  of  Directors  or a  designated  board
committee  that will  ascertain  whether a waiver is  appropriate  under all the
circumstances.  In case a  waiver  of this  Code is  granted  to a  director  or
officer,  the notice of such waiver  shall be posted on our website  within five
days of the Board of Director's vote or shall be otherwise disclosed as required
by applicable law or the American Stock  Exchange  Rules.  Notices posted on our
website  shall  remain  there for a period of 12 months and shall be retained in
our files as required by law.


                                              Approved By The Board of Directors
                                              October 12, 2004

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