Exhibit
14.1





CODE
OF ETHICAL CONDUCT


OF
UV FLU TECHNOLOGIES, INC.





INTRODUCTION





This Code of Ethical Conduct (“Code”)
applies to all directors, officers and employees (“Company Personnel”) of UV Flu
Technologies, Inc. (the “Company”).





This Code covers a wide range of
financial and non-financial business practices and procedures.  This
Code does not cover every issue that may arise, but it sets out basic principles
to guide all Company Personnel.  If a law or regulation conflicts with
a policy in this Code, Company Personnel must comply with that law or
regulation.  If Company Personnel have any questions about this Code
or potential conflicts with a law or regulation, they should contact the
Company’s Board of Directors (the “Board”) or the Company’s outside legal
counsel.





Company Personnel shall recognize
that they hold an important and elevated role in corporate
governance.  They are uniquely capable and empowered to ensure that
the Company’s, its stockholders’ and other stakeholders’ interests are
appropriately balanced, protected and preserved.  Accordingly, this
Code provides principles to which Company Personnel are expected to adhere and
advocate.  The Code embodies rules regarding individual and peer
responsibilities, as well as responsibilities to the Company, the stockholders,
other stakeholders and the public.





Company Personnel shall adhere to and
advocate to the best of their knowledge and ability the following principles and
responsibilities governing their professional and ethical conduct.





CONFLICT
OF INTEREST





Company Personnel shall act with
honesty and integrity, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships.  A “conflict of interest” exists when an individual’s
private interests interfere or conflict in any way (or even appear to interfere
or conflict) with the interests of the Company.  A “conflict of
interest” may also arise when a member of a person’s immediate family1 receives improper
personal benefits as a result of his or her position as a director of the
Company.





This Code does not attempt to
describe all possible conflicts of interest which could develop.  Some
of the more common conflicts from which Company Personnel must refrain, however,
are set forth below:





1.  Relationship of Company with
Third Parties.  Company Personnel may not engage in any conduct
or activities that are inconsistent with the Company’s best interests or that
disrupt or impair the Company’s relationship with any person or entity with
which the Company has or proposes to enter into a business or contractual
relationship.





2.  Compensation.  No
non-employee director shall receive compensation for services as a director of
the Company other than director’s fees and benefits.





1  NYSE
Rule 303A(2)(b) defines “immediate family” to include a person’s spouse,
parents, siblings, mothers-in-law, sons and daughters-in-law, brothers and
sisters-in-law, and anyone (other than employees) who share such person’s
home.


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3.  Gifts.  Non-employee
directors and members of their families may not accept gifts from persons or
entities who deal with the Company in cases where the gift is being made in
order to influence the directors’ actions as a member of the Board or where
acceptance of the gifts could create the appearance of a conflict of interest or
impropriety.





4.  Personal Use of Company
Assets.  Company Personnel may not use Company assets, labor or
information for personal use unless approved by the Chairman of the Board,
President or other authorized officer or as part of a compensation or expense
reimbursement program available to all Company Personnel.





5.  Company
Loans.  Company Personnel may not accept or solicit loans or
guarantees of obligations from the Company.





CORPORATE
OPPORTUNITY





Directors are prohibited from: (a)
taking for themselves personally, opportunities related to the Company’s
business; (b) using the Company’s property, information or position for personal
gain; or (c) competing with the Company for business opportunities; provided however, if the
Company’s disinterested directors determine that the Company will not pursue an
opportunity that relates to the Company’s business, a director may do
so.





COMPLIANCE
WITH LAWS, RULES AND REGULATIONS





Obeying the law, both in letter and
in spirit, is the foundation on which this Company's ethical standards are
built. Company Personnel must respect and obey the laws of the cities, states
and countries in which the Company operates. Although not all Company Personnel
are expected to know the details of these laws, it is important to know enough
to determine when to seek advice from supervisors, managers or other appropriate
personnel, inasmuch as all Company Personnel are expected to comply fully with
all laws, rules, and regulations applicable to the Company’s businesses and with
all applicable company policies.





BOOKS
AND RECORDS





The Company requires honest and
accurate recording and reporting of information in order to make responsible
business decisions. Company Personnel must ensure that all of the Company's
books, records, accounts and financial statements meet the highest standards of
accuracy and completeness, appropriately reflect the Company's transactions and
conform both to applicable legal requirements and to the Company's system of
internal controls. Unrecorded or off the books funds or assets should not be
maintained unless permitted by applicable law or regulation.




Records should always be retained or
destroyed in accordance with the minimum standards set by the relevant federal,
state and local government agencies and regulators. In accordance with those
policies, in the event of litigation or governmental investigation please
consult your supervisor, the CFO or the Company’s outside counsel. Falsification
of any record is prohibited and mistakes should never be covered up. All
mistakes should be immediately and fully disclosed and corrected. If you detect
or suspect improper record keeping, you should immediately notify your
supervisor, the CFO, the Chairman of the Board, or the Company’s outside
counsel.





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CONFIDENTIALITY





It is a violation of this Code to
disclose confidential information entrusted to Company Personnel by the Company
or its customers, vendors, or partners, except when disclosure is authorized or
required by laws or regulations. If in doubt, consult with the Company’s outside
counsel. Confidential information includes all non-public information that might
be of use to competitors, or harmful to the Company or its customers, if
disclosed.





All
employees, officers, and directors must take reasonable steps to prevent
confidential information from being vulnerable to unauthorized access. The
obligation to preserve confidential information continues even after employment
ends.





The
obligation of Company Personnel to protect the Company's assets includes its
proprietary information. Proprietary information includes intellectual property
such as trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service plans, software that the Company has developed, databases,
records, salary information and any unpublished financial data and reports.
Unauthorized use or distribution of this information would violate Company
policy. It could also be illegal and result in civil or even criminal
penalties.





FINANCIAL
CODE PRINCIPLES AND RESPONSIBILITIES





The preparation, evaluation, review
or audit of financial statements must not include fraudulent or deliberate
errors.  All Company Personnel must ensure that there are not
fraudulent or deliberate errors in the recording and maintaining of financial
records or deficiencies in or noncompliance with the Company’s internal
accounting controls.  Financial records, financial reports and audit
reports to or by senior management must be true and correct.  Such
reports must present full and fair representations of the Company’s financial
condition and results of operations.





When disclosing information to
constituents, provide them with information that is accurate, complete,
objective, relevant, timely and understandable.  Reports and documents
that the Company files with the Securities and Exchange Commission (SEC) or
releases to the public shall contain full, fair, accurate, timely and
understandable information.  The principal executive officer and
principal financial officer shall review the annual and quarterly reports and
certify and file them with the SEC.





Company Personnel must act in good
faith, responsibly, with due care, competence and diligence, without
misrepresenting material facts or allowing their independent judgment to be
subordinated.  Company Personnel must achieve responsible use of and
control over all assets and resources employed by or entrusted to
them.





Company Personnel must promptly
report Code violations to the Company’s Chairman of the Board.





WAIVERS
OF THE CODE





Any waiver of this Code may be made
only by the Board and will be promptly disclosed as required by law or the
private regulatory body.  Requests for waivers must be made in writing
to the Company’s Chairman of the Board prior to the occurrence of the violation
of the Code.





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REPORTING
OF VIOLATIONS OF THE CODE, ILLEGAL OR UNETHICAL BEHAVIOR





Company Personnel should report
observed violations of the Code and illegal or unethical behavior to the
Company’s Chairman of the Board.  All reports will be treated in a
confidential manner and it is the Company’s policy to not allow retaliation for
reports made in good faith of misconduct by others.  The Company’s
Board, upon advice of legal counsel, will lead all investigations of alleged
violations or misconduct.  Company Personnel are expected to cooperate
in internal investigations of misconduct and violations of this
Code.





DISCRIMINATION
AND HARASSMENT





The
diversity of the Company's employees is a tremendous asset. The Company is
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances.





HEATH
AND SAFETY





The
Company strives to provide each employee with a safe and healthy work
environment. Each employee has responsibility for following safety and health
rules and practices and reporting accidents, injuries and unsafe equipment,
practices or conditions. Violence and threatening behavior are not permitted.
Employees should report to work in condition to perform their duties, free from
the influence of illegal drugs or alcohol. The use of illegal drugs or alcohol
in the workplace will not be tolerated.





VIOLATIONS
OF THE CODE





Company Personnel who violate the
standards of this Code will be subject to disciplinary action, which may include
termination of employment, civil action and/or referral to law enforcement
agencies for criminal prosecution.




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