EX. 14.1

                     CODE OF ETHICS FOR SENIOR EXECUTIVE AND
                               FINANCIAL OFFICERS
                               NUWAY MEDICAL, INC.

                                 CODE OF ETHICS
                   FOR SENIOR EXECUTIVE AND FINANCIAL OFFICERS
                                  OCTOBER 2004


PURPOSE

      The purpose of this Code of Ethics is to promote the honest and ethical
conduct of the Senior Officers (as defined below) of NuWay Medical, Inc. (the
"Company"), including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships; full, fair, accurate,
timely and understandable disclosure in periodic reports filed by the Company
and compliance with all applicable rules and regulations applicable to the
Company and its officers.

APPLICABILITY

      This Code of Ethics is applicable to the Company's chief executive
officer, chief financial officer and principal accounting officer (or persons
performing similar functions), together, "Senior Officers."

      While we expect honest and ethical conduct in all aspects of our business
from all of our employees, we expect the highest possible honest and ethical
conduct from our Senior Officers. As a Senior Officer, you are an example for
other employees and we expect you, through your leadership role, to foster a
culture of transparency, integrity and honesty. Your responsibilities include
maintaining a culture of high ethical standards and commitment to compliance and
a work environment that encourages employees to raise concerns, and promptly
addresses employee compliance concerns.

      The Company's Code of Business Conduct, which this Code of Ethics for
Senior Executive and Financial Officers supplements, sets forth the fundamental
principles and key policies and procedures that govern the conduct of all
employees, officers and directors of the Company. You are bound by the
requirements and standards set forth in the Code of Business Conduct, as well as
those set forth in this Code of Ethics and other applicable policies and
procedures. In the event of any conflict between the Code of Business Conduct
and this Code of Ethics, this Code of Ethics shall govern your behavior or any
required approvals or waivers. Compliance with this Code of Ethics is a
condition of your employment and any violations of this Code may result in
disciplinary action, up to and including termination of your employment.

      Waivers of this Code of Ethics may be made only by the board of directors
of the Company or a committee of the board of directors comprised solely of
independent directors. Any waivers of this Code of Ethics will be disclosed in
accordance with applicable law, regulation or the requirements of any listing
criteria of an exchange upon which the Company's stock may be traded.


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COMPLIANCE WITH LAWS, RULES AND REGULATIONS

      You are expected to comply with both the letter and spirit of all
      applicable laws, rules and regulations governing the conduct of our
      business and to report any suspected violations of all applicable laws,
      rules and regulations to either the Chair of the Audit Committee or the
      Chair of the Corporate Governance Committee. You will not be subject to
      retaliation because of a good faith report of a suspected violation of
      this Code of Ethics.

FRAUD, THEFT, BRIBERY AND SIMILAR CONDUCT

      Any act that involves theft, fraud, embezzlement, or misappropriation of
any property, including that of the Company or any of its employees, suppliers
or customers, is prohibited. Offering or accepting kickbacks or bribes are
forbidden.

AUDITORS

      Fraudulently influencing, misleading, coercing or manipulating the auditor
of the Company's financial statements for the purpose of rendering those
financial statements materially misleading is prohibited.

REVENUE RECOGNITION

      Senior Officers must ensure that all revenue transactions are completed,
to the best of the Senior Officer's knowledge, in accordance with the Company's
revenue recognition policies.

      All commitments or representations made to customers or distributors or
potential customers or distributors must be included in the final contract with
the customer or distributor or related documentation submitted with customer or
distributor orders. Employees must not make any commitments to the customer or
distributor, orally or in writing, which have not been documented in the
agreement or submitted to the the Company's finance and/or contract departments.
The Company prohibits side-letters or kickbacks with customers or distributors
or potential customers or distributors.

ACCURATE PERIODIC REPORTING AND DISCLOSURE

      As a public company, the Company is required to file periodic and other
reports with the Securities and Exchange Commission ("SEC"). The Company's
policy is to make full, fair, accurate, timely and understandable disclosure in
compliance with all applicable laws and regulations in all reports and documents
that the Company files with, or submits to, the SEC and in all other public
communications made by the Company. As a Senior Officer, you are required to
promote compliance with this policy and to abide by all Company standards,
policies and procedures designed to promote compliance with this policy.


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ACCURATE RECORD KEEPING

      Every Senior Officer must maintain accurate and complete records,
including providing accurate and complete information to the accounting and the
finance departments. No false, misleading or artificial entries may be made on,
or be provided for entry on, the Company's books and records. No funds or assets
may be maintained by the Company for any illegal or improper purposes. All
transactions must be fully and completely documented and recorded in the
Company's accounting records. It is against Company policy to make entries that
intentionally conceal or disguise the true nature of any transaction.

CONFLICTS OF INTEREST

      It is the Company's policy that you should avoid transactions,
commitments, and other activities which are not in the Company's best interests
or which could involve an actual conflict, or the appearance of a conflict,
between your interests and those of the Company.

      It is not possible to define all situations that could involve a conflict
of interest; in most instances, however, sound business judgment should be
sufficient to evaluate a situation.

      A conflict of interest exists when your loyalties are divided between the
Company's interests and your own interests, those of your family, or those of a
customer, supplier or competitor. You are expected to avoid both the fact and
appearance of conflicts of interest.

      The prohibition against acting in a dual capacity in transacting Company
business, and from acquiring interests adverse to the Company, is applicable
irrespective of your intentions and without regard to whether the action caused,
or has the potential to cause, injury to the Company.

      The following is presented as a guide in determining circumstances that
might create conflicts of interest; they are not intended, however, to cover all
possible situations.

            o     Representing the Company in any transaction if your personal
                  interests might affect your ability to represent the Company's
                  interests fairly and impartially. You must not knowingly or
                  voluntarily permit yourself to be placed in a position where
                  your interests may become adverse to the Company's interests.
                  You must not allow personal relationships with current or
                  prospective customers or suppliers to influence business
                  decisions.


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            o     Investment by you or a member of your immediate family in a
                  customer, supplier, or competitor (or any company/partnership
                  affiliated with a customer, supplier, or competitor) of the
                  Company is prohibited if you have or would have the
                  opportunity to influence business transactions between the
                  Company and the customer, supplier, or competitor. Passive
                  investments in publicly traded companies shall not be a
                  violation if you or a member of your immediate family owns
                  less than 1% of such company's outstanding stock.

            o     You must not take for yourself nor direct to others any
                  existing business or any opportunities for prospective
                  business that could be considered by the Company.

            o     It is a conflict of interest to serve as a director of any
                  company that competes with the Company. You may not serve as a
                  director of a private company that is a supplier, customer,
                  developer, or other business partner without first obtaining
                  the approval of the Chair of the Corporate Governance
                  Committee. You also may not become a director of any public
                  company, without first obtaining the approval of the Chair of
                  the Corporate Governance Committee.

            o     You must not speculate or deal in materials, supplies,
                  equipment or products that the Company buys or sells, or in
                  property rights in which the Company may be interested.

            o     Solicitation or acceptance by you or a member of your
                  immediate family of any personal loan or guarantee from a
                  customer, supplier or competitor.

      Before acting in a manner that creates or appears to create a conflict of
interest, you must make full disclosure to and obtain written approval of either
the Chair of the Audit Committee or the Chair of the Corporate Governance
Committee.

COMPLIANCE WITH THE CODE; REPORTING OF VIOLATIONS

      If you have questions about this Code of Ethics for Senior Executive and
Financial Officers, you should seek guidance from the Company's legal counsel.
If you know of or suspect a violation of applicable laws or regulations or this
Code of Ethics for Senior Executive and Financial Officers, you must immediately
report that information to either the Chair of the Audit Committee or the Chair
of the Corporate Governance Committee. No one will be subject to retaliation
because of a good faith report of a suspected violation.


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NO RIGHTS CREATED

      This Code of Ethics is a statement of certain fundamental principles,
policies and procedures that govern the Company's Senior Officers in the conduct
of the Company's business. It is not intended to and does not create any rights
in any employee, customer, supplier, competitor, stockholder or any other person
or entity.


                                 ACKNOWLEDGMENT

      I have received and read the Code of Ethics for Senior Executive and
Financial Officers, and I understand its contents. I agree to comply fully with
the standards contained in the Code of Ethics and the Company's related policies
and procedures. I understand that I have an obligation to promptly report to
either the Chair of the Audit Committee or the Chair of the Corporate Governance
Committee any suspected violation of the Code of Ethics for Senior Executive and
Financial Officers.


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                                        Print Name


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                                        Signature


                                        Date_____________________________

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