**Exhibit 14.1**

**CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND****EMPLOYEES      OF NETTALK.COM, INC.**

**1. Treat in an ethical manner those to whom we have an obligation.**

      We are committed to honesty, just management, fairness, providing a safe      and healthy environment free from the fear of retribution, and      respecting the dignity due everyone.    

      For the communities in which we live and work we are committed to      observe sound environmental business practices and to act as concerned      and responsible neighbors, reflecting all aspects of good citizenship.    

      For our shareholders we are committed to pursuing sound growth and      earnings objectives and to exercising prudence in the use of our assets      and resources.    

      For our suppliers and partners we are committed to fair competition and      the sense of responsibility required of a good customer and teammate.    

**2. Promote a positive work environment.**

      All employees want and deserve a workplace where they feel respected,      satisfied, and appreciated. We respect cultural diversity and will not      tolerate harassment or discrimination of any kind -- especially      involving race, color, religion, gender, age, national origin,      disability, and veteran or marital status.    

      Providing an environment that supports honesty, integrity, respect,      trust, responsibility, and citizenship permits us the opportunity to      achieve excellence in our workplace. While everyone who works for us      must contribute to the creation and maintenance of such an environment,      our executives and management personnel assume special responsibility      for fostering a work environment that is free from the fear of      retribution and will bring out the best in all of us. Supervisors must      be careful in words and conduct to avoid placing, or seeming to place,      pressure on subordinates that could cause them to deviate from      acceptable ethical behavior.    

**3. Protect yourself, your fellow employee, and the world we live in.**

      We are committed to providing a drug-free, safe and healthy work      environment, and to observing environmentally sound business practices.      We will strive, at a minimum, to do no harm and where possible, to make      the communities in which we work a better place to live. Each of us is      responsible for compliance with environmental, health and safety laws      and regulations.    

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**4. Keep accurate and complete records.**

      We must maintain accurate and complete records. Transactions between the      us and outside individuals and organizations must be promptly and      accurately entered in our books in accordance with generally accepted      accounting practices and principles. No one should rationalize or even      consider misrepresenting facts or falsifying records. It will not be      tolerated and will result in disciplinary action.    

**5. Obey the law.**

      We will conduct our business in accordance with all applicable laws and      regulations. Compliance with the law does not comprise our entire      ethical responsibility. Rather, it is a minimum, absolutely essential      condition for performance of our duties. In conducting business, we      shall:    

**A. Strictly adhere to all antitrust laws.  **

      Officer, directors and employees must strictly adhere to all antitrust      laws. Such laws exist in the United States, Canada and in many other      countries where we may conduct business. These laws prohibit practices      in restraint of trade such as price fixing and boycotting suppliers or      customers. They also bar pricing intended to run a competitor out of      business; disparaging, misrepresenting, or harassing a competitor;      stealing trade secrets; bribery; and kickbacks.    

**B. Strictly comply with all securities laws.**

      In our role as a publicly owned company, we must always be alert to and      comply with the security laws and regulations of the United States and      other countries.    

**C. Do not engage in speculative or insider trading.**

      Federal law and our policy prohibits officers, directors and employees,      directly or indirectly through their families or others, from purchasing      or selling company stock while in the possession of material, non-public      information concerning us. This same prohibition applies to trading in      the stock of other publicly held companies on the basis of material,      non-public information. To avoid even the appearance of impropriety, our      policy also prohibits officers, directors and employees from trading      options on the open market in our stock under any circumstances.    

      Material, non-public information is any information that could      reasonably be expected to affect the price of a stock. If an officer,      director or employee is considering buying or selling a stock because of      inside information they possess, they should assume that such      information is material. It is also important for the officer, director      or employee to keep in mind that if any trade they make becomes the      subject of an investigation by the government, the trade will be viewed      after-the-fact with the benefit of hindsight. Consequently, officers,      directors and employees should always carefully consider how their      trades would look from this perspective.    

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      Two simple rules can help protect you in this area: (1) Don't use      non-public information for personal gain. (2) Don't pass along such      information to someone else who has no need to know.    

      This guidance also applies to the securities of other companies for      which you receive information in the course of your employment.    

**D. Be timely and accurate in all public reports.**

      As a public company, we must be fair and accurate in all reports filed      with the United States Securities and Exchange Commission. Our officers,      directors and management are responsible for ensuring that all reports      are filed in a timely manner and that they fairly present our financial      condition and operating results. .    

      Securities laws are vigorously enforced. Violations may result in severe      penalties including forced sales of parts of the business and      significant fines against the Company. There may also be sanctions      against individual employees including substantial fines and prison      sentences.    

      The Chief Executive Officer and Chief Financial Officer will certify to      the accuracy of reports filed with the SEC in accordance with the      Sarbanes-Oxley Act of 2002. Officers and Directors who knowingly or      willingly make false certifications may be subject to criminal penalties      or sanctions including fines and imprisonment.    

**6. Avoid conflicts of interest.**

      Our officers, directors and employees have an obligation to give their      complete loyalty to the best interests of the Nettalk. They should avoid      any action that may involve, or may appear to involve, a conflict of      interest. Officers, directors and employees should not have any      financial or other business relationships with suppliers, customers or      competitors that might impair, or even appear to impair, the      independence of any judgment they may need to make on behalf of the      Nettalk.    

**Here are some ways a conflict of interest could arise:  **

      - Employment by a competitor, or potential competitor, regardless of the      nature of the employment, while employed by us.    

      - Acceptance of gifts, payment, or services from those seeking to do      business with us.    

      - Placement of business with a firm owned or controlled by an officer,      director or employee or his/her family.    

      - Ownership of, or substantial interest in, a company that is a      competitor, client or supplier.    

      - Acting as a consultant to one of our customers, clients or suppliers.    

      - Seeking the services or advice of an accountant or attorney who has      provided services to us.    

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      Officers, directors and employees are under a continuing obligation to      disclose any situation that presents the possibility of a conflict or      disparity of interest between the officer, director or employee and      Nettalk. Disclosure of any potential conflict is the key to remaining in      full compliance with this policy.    

**7. Compete ethically and fairly for business opportunities.**

      We must comply with the laws and regulations that pertain to the      acquisition of goods and services. We will compete fairly and ethically      for all business opportunities. In circumstances where there is reason      to believe that the release or receipt of non-public information is      unauthorized, do not attempt to obtain and do not accept such      information from any source.    

      If you are involved in any of our transactions, you must be certain that      all statements, communications, and representations are accurate and      truthful.    

**8. Avoid illegal and questionable gifts or favors.  **

      The sale and marketing of our products and services should always be      free from even the perception that favorable treatment was sought,      received, or given in exchange for the furnishing or receipt of business      courtesies. Our officers, directors and employees will neither give nor      accept business courtesies that constitute, or could be reasonably      perceived as constituting, unfair business inducements or that would      violate law, regulation or our policies, or could cause embarrassment to      or reflect negatively on our reputation.    

**9. Maintain the integrity of consultants, agents, and representative.**

      Business integrity is a key standard for the selection and retention of      those who represent us. Agents, representatives and consultants must      certify their willingness to comply with the our policies and procedures      and must never be retained to circumvent our values and principles.      Paying bribes or kickbacks, engaging in industrial espionage, obtaining      the proprietary data of a third party without authority, or gaining      inside information or influence are just a few examples of what could      give us an unfair competitive advantage and could result in violations      of law.    

**10. Protect proprietary information.**

      Proprietary information may not be disclosed to anyone without proper      authorization. Keep proprietary documents protected and secure. In the      course of normal business activities, suppliers, customers and      competitors may sometimes divulge to you information that is proprietary      to their business. Respect these confidences.    

**11. Obtain and use company assets wisely.**

      Personal use of our property must always be in accordance with corporate      policy. Proper use of our property, information resources, material,      facilities and equipment is your responsibility. Use and maintain these      assets with the utmost care and respect, guarding against waste and      abuse, and never borrow or remove our property without management's      permission.    

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**12. Follows the law and use common sense in political contributions      and activities.**

      We encourage our employees to become involved in civic affairs and to      participate in the political process. Employees must understand,      however, that their involvement and participation must be on an      individual basis, on their own time and at their own expense. In the      United States, federal law prohibits corporations from donating      corporate funds, goods, or services, directly or indirectly, to      candidates for federal offices -- this includes employees' work time.      Local and state laws also govern political contributions and activities      as they apply to their respective jurisdictions.    

**13. Board committees.**

      The Company’s Board of Directors shall be empowered to enforce this **Code****of****Ethics**. The Board of Directors will determine, at least      once each year, the general effectiveness of the Company's **Code****of****Ethics**, our controls and reporting procedures and our business      conduct.    

**14. Disciplinary measures.  **

      We will consistently enforce its **Code****of****Ethics** and      Business Conduct through appropriate means of discipline. Violations of      the Code shall be promptly reported to the Board of Directors. Pursuant      to procedures adopted by it, the Chief Executive Officer will determine      whether violations of the Code have occurred and, if so, shall determine      the disciplinary measures to be taken against any employee or agent who      has so violated the Code.    

      The disciplinary measures, which may be invoked at the discretion of the      Board of Directors, include, but are not limited to, counseling, oral or      written reprimands, warnings, probation or suspension without pay,      demotions, reductions in salary, termination of employment and      restitution.    

      Persons subject to disciplinary measures shall include, in addition to      the violator, others involved in the wrongdoing such as (i) persons who      fail to use reasonable care to detect a violation, (ii) persons who if      requested to divulge information withhold material information regarding      a violation, and (iii) supervisors who approve or condone the violations      or attempt to retaliate against employees or agents for reporting      violations or violators.    

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