EXHIBIT14.1

SONA MOBILE HOLDINGS CORP.

CODE OFETHICS FOR THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIALOFFICER, FINANCIAL MANAGERS AND OTHER EMPLOYEES

SonaMobile Holdings Corp. (the ‘‘Company’’) hasadopted this Code of Ethics (‘‘Code’’) for thefollowing purposes: to deter wrongdoing and to promote the honest andethical conduct of all the Company’s employees, including theethical handling of actual or apparent conflicts of interest betweenpersonal and professional relationships; to promote full, fair,accurate, timely and understandable disclosure in public reports andcommunications issued by the Company; and to promote compliance withall applicable laws, rules and regulations. This Code is being adoptedin order to comply with Section 406 of the Sarbanes-Oxley Act of 2002,related rules promulgated by the Securities and Exchange Commission andthe listing standards for NASDAQ listed companies.

ThisCode is applicable to all employees. In addition, certain provisions ofthis Code are specifically directed to the Company’s ChiefExecutive Officer (‘‘CEO’’), Chief FinancialOfficer (‘‘CFO’’) and financial managers. Allemployees are expected to abide by this Code. Although this Codeprovides standards of conduct for many situations, it does not coverall possible situations that may arise. Accordingly, all employees areexpected to conduct themselves in a manner consistent with the spiritand letter of this Code and avoid even the appearance of improperbehavior.

All the Company’s employees must becomefamiliar with, and abide by this Code. Each existing employee and eachnew employee, when hired, must certify, as a condition of employment,that he or she has received, read, understands, and agrees to complywith the Code. Failure to provide a timely certification constitutes aviolation of the Code and can result in disciplinary action. When thereis any doubt whether a particular transaction or course of conductcomplies with or is subject to this Code, the employee should consultthe Chairman of the Audit Committee.

1.    The CEO,CFO, and financial managers are responsible for maintaining theCompany’s accounting records in accordance with all applicablelaws, and ensure that the accounting records are proper, supported,classified, and do not contain any false or misleading entries.

2.    The CEO, CFO, and financial managers areresponsible for the Company’s system of internal financialcontrols and shall promptly bring to the attention of the Chairman ofthe Audit Committee, any information he or she may have concerning:

a) significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting whichare reasonably likely to adversely affect the Company’s abilityto record, process, summarize and report financial data; and

b) any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in theCompany’s financial reporting, disclosures, or internal controlover financial reporting.

3.    The CEO, CFO and allfinancial managers are responsible for full, fair, accurate, timely andunderstandable disclosure in:

a) reports and documentsthat the Company files with or submits to the SEC; and

b) the Company’s other communications with thepublic, including both written and oral disclosures, statements andpresentations.

The following guidelines for employeesare to assist in the implementation of this provision:

(i) No employee may make any false or misleading entry inthe Company’s books and records;

(ii) Noemployee may approve or make any payment with the agreement orunderstanding that any part of such payment is to be used for anypurpose other than that described by the documents supporting thepayment;

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(iii) No employee shall use theCompany’s funds for any unlawful purpose.

4.    The CEO, CFO, all financial managers and employeesare not permitted, directly or indirectly, to take any action tofraudulently influence, coerce, manipulate, or mislead any independentpublic or certified public accountant engaged in the performance of anaudit or review of the financial statements of the Company that arerequired to be filed with the SEC if such person knew or wasunreasonable in not knowing that such action could, if successful,result in rendering such financial statements materially misleading.For purposes of this Code of Ethics, actions that ‘‘could,if successful, result in rendering such financial statements materiallymisleading’’ include, but are not limited to, actions takenat any time with respect to the professional engagement period tofraudulently influence, coerce, manipulate, or mislead an auditor:

a) to issue a report on the Company’s financialstatements that is not warranted in the circumstances (due to materialviolations of generally accepted accounting principles, generallyaccepted auditing standards, or other applicable standards);

b) not to perform audit, review or other proceduresrequired by generally accepted auditing standards or other applicableprofessional standards;

c) not to withdraw an issuedreport; or

d) not to communicate matters to the AuditCommittee.

5.    The CEO, CFO, each financialmanager and each employee shall promptly bring to the attention of theChairman of the Audit Committee any information he or she may haveconcerning:

a) evidence of a material violation of thesecurities or other laws, rules or regulations applicable to theCompany or its employees or agents, or

b) any violationof this Code of Ethics.

6.    The CEO, CFO,financial managers and employees shall not, during the term of theiremployment with the Company, compete with the Company and may never letbusiness dealings on behalf of the Company be influenced, or evenappear to be influenced, by personal or family interests. The CEO, CFO,financial managers and employees shall promptly bring to the attentionof the Chairman of the Audit Committee any information he or she mayhave concerning any actual or apparent conflicts of interest betweenpersonal and professional relationships, involving any management orother employees who have a significant role in the Company’sfinancial reporting, disclosures or internal controls.

7.    The Company is committed to complying with boththe letter and the spirit of all applicable laws, rules andregulations. The Company intends to prevent the occurrence of conductnot in compliance with this Code of Ethics and to halt any such conductthat may occur as soon as reasonably possible after its discovery.Allegations of non-compliance will be investigated whenever necessaryand evaluated at the proper level(s). Those found to be in violation ofthis Code of Ethics, including failures to report potential violationsby others, are subject to appropriate disciplinary action, up to andincluding termination of employment. Criminal misconduct may bereferred to the appropriate legal authorities for prosecution.

8.    The Company will strive to keep confidential theidentity of anyone reporting a possible violation. To facilitate thefullest compliance possible, and encourage employees to ask questionswhen presented with potential violations, the Company will not tolerateretaliation against any employee asking questions or making a goodfaith report in an attempt to comply with this code. Open communicationof issues and concerns by all employees without fear of retribution orretaliation is vital to the successful implementation of this Code. Allemployees are required to cooperate with internal investigation ofmisconduct and unethical behavior.

9.    Any waiverof this Code of Ethics may be made only by the Audit Committee and willbe promptly disclosed as required pursuant to federal securities laws,regulations and applicable listingstandards.

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