**Exhibit
14.1**
  **ADVANCED
MEDICAL INSTITUTE INC.**
  **CODE
OF BUSINESS CONDUCT AND ETHICS**
  **For
Employees, Officers and Directors**
  **Introduction**
  To
further the fundamental principles of honesty, loyalty, fairness and
forthrightness of Advanced Medical Institute Inc. (“AMI”), we have established
the Advanced Medical Institute 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 AMI with the Securities and Exchange Commission
      and in other public communications made by
AMI;
  ·
    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 AMI 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 AMI may directly or indirectly:
  ·
    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 AMI 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 AMI
network. As with other equipment and assets of AMI, we are each responsible for
the appropriate use of these assets. Except for limited personal use of AMI’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
AMI.
  **Confidential
or Proprietary Information**
  Company
policy prohibits employees from disclosing confidential or proprietary
information outside AMI, 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 AMI or otherwise made known to us as a consequence of or through
employment or association with AMI (including information originated by the
director, officer or employee). This can include, but is not limited to,
information regarding our business, research, 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 AMI. 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 AMI 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 AMI 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. AMI’s policies with respect to the use
and disclosure of material non-public information are more particularly set
forth in AMI’s Insider Trading Policy.
  **Political
Contributions**
  Company
policy prohibits the use of company, personal or other funds or resources on
behalf of AMI 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.
  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 rules of any stock exchange on which our securities may be listed or quoted
for trading. 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 DirectorsApril 30, 2005