**Exhibit 14.1**

 

**CODE OF ETHICS**

**FOR**

**SENIOR FINANCIAL OFFICERS**

 

**1.****             PURPOSE**

 

The Board of Directors(the “Board”) of Photonic Products Group, Inc. (the “Company”) has adopted thefollowing Code of Ethics (the “Code”) to apply to the Company’s Chief ExecutiveOfficer; Chief Financial Officer; Chief Accounting Officer; Controller; andTreasurer (the “Senior Financial Officers”). This Code is intended to focus Senior Financial Officers on areas ofethical risk, provide guidance to help them recognize and deal with ethicalissues, provide mechanisms to report unethical conduct, foster a culture ofhonesty and accountability, deter wrongdoing and promote fair and accuratedisclosure and financial reporting.

 

No code or policy cananticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guidingprinciples.  Senior Financial Officersare encouraged to bring questions about particular circumstances that mayinvolve one or more of the provisions of this Code to the attention of theChair of the Audit Committee, who may consult with inside or outside legalcounsel as appropriate.

 

**2.****             INTRODUCTION**

 

Each Senior FinancialOfficer is expected to adhere to a high standard of ethical conduct.  The good name of the Company depends on theway Senior Financial Officers conduct business and the way the public perceivesthat conduct.  Unethical actions, or theappearance of unethical actions, are not acceptable.  Senior Financial Officers are expected to beguided by the following principles in carrying out their responsibilities.

 

•                                          Loyalty.  Senior Financial Officers should not be, orappear to be, subject to influences, interests or relationships that conflictwith the best interests of the Company.

 

•                                          Compliancewith Applicable Laws.  Senior FinancialOfficers are expected to comply with all laws, rules and regulations applicableto the Company’s activities.

 

•                                          Observanceof Ethical Standards.  Senior FinancialOfficers must adhere to high ethical standards in the conduct of their duties.  These include honesty and fairness.

 

**3.****             INTEGRITY OFRECORDS AND FINANCIAL REPORTING**

 

Senior Financial Officersare responsible for the accurate and reliable preparation and maintenance ofthe Company’s financial records. Accurate and reliable preparation of financial records is of criticalimportance to proper management decisions and the fulfillment of the Company’sfinancial, legal and reporting obligations. Diligence in accurately preparing and maintaining the Company’s 

 

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records allows the Company to fulfill its reporting obligations and toprovide stockholders, governmental authorities and the general public withfull, fair, accurate, timely and understandable disclosure.  Senior Financial Officers are responsible forestablishing and maintaining adequate disclosure controls and procedures, andinternal controls and procedures, including procedures that are designed toenable the Company to:  (a) accuratelydocument and account for transactions on the books and records of the Company;and (b) maintain reports, vouchers, bills, invoices, payroll and servicerecords, business measurement and performance records and other essential datawith care and honesty.

 

Senior Financial Officersshall immediately bring to the attention of the Audit Committee any informationthey may have concerning:

 

Defects, deficiencies, or discrepancies related to the design oroperation of internal controls which may affect the Company’s ability toaccurately record, process, summarize, report and disclose its financial dataor

 

Any fraud, whether or not material, that involves management or otheremployees who have roles in the Company’s financial reporting, disclosures orinternal controls.

 

**4.****             CONFLICT OFINTEREST**

 

Senior Financial Officersmust avoid any conflicts of interest between themselves and the Company.  Any situation that involves, or may involve,a conflict of interest with the Company, should be disclosed promptly to the Chairof the Audit Committee, who may consult with inside or outside legal counsel asappropriate.

 

A “conflict of interest”can occur when an individual’s personal interest is adverse to - or may appearto be adverse to - the interests of the Company as a whole.  Conflicts of interest also arise when anindividual, or a member of his or her family, receives improper personalbenefits as a result of his or her position with the Company.

 

This Code does notattempt to describe all possible conflicts of interest which coulddevelop.  Some of the more commonconflicts from which Senior Financial Officers must refrain, however, are setforth below:

 

•                                          Improperconduct and activities.  Senior FinancialOfficers may not engage in any conduct or activities that are inconsistent withthe Company’s best interests or that disrupt or impair the Company’srelationship with any person or entity with which the Company has, or proposesto enter into, a business or contractual relationship.

 

•                                          Compensationfrom non-Company sources.  SeniorFinancial Officers may not accept compensation for services performed for theCompany from any source other than the Company.

 

•                                          Gifts.  Senior Financial Officers and members oftheir immediate families may not accept gifts from persons or entities whereany such gift is being made in order to influence their actions in theirposition with the Company, or where acceptance of the gifts could create theappearance of a conflict of interest.

 

•                                          Personaluse of Company assets.  Senior FinancialOfficers may not use Company assets, labor or information for personal use,other than incidental personal use, unless approved by the Chair of the AuditCommittee or as part of a compensation or expense reimbursement program.

 

•                                          FinancialInterests in other Businesses.  SeniorFinancial Officers should 

 

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avoid having anownership interest in any other enterprises, such as a customer, supplier orcompetitor, if that interest compromises the officer’s loyalty to the Company.

 

**5.****             CORPORATE OPPORTUNITIES**

 

Senior Financial Officers are prohibitedfrom:  (a) taking for themselvespersonally opportunities related to the Company’s business without firstpresenting those opportunities to the Company and obtaining approval from theBoard; (b) using the Company’s property, information, or position for personalgain; or (c) competing with the Company for business opportunities.

 

**6.****             CONFIDENTIALITY**

 

Senior Financial Officersshould maintain the confidentiality of information entrusted to them by theCompany and any other confidential information about the Company, its businessor finances, customers or suppliers, that comes tothem, from whatever source, except when disclosure is authorized or legallymandated.  For purposes of this Code, “confidentialinformation” includes all non-public information relating to the Company, itsbusiness or finances, customers or suppliers.

 

**7.****             COMPLIANCE WITHLAWS, RULES AND REGULATIONS**

 

Senior Financial Officers shall complywith laws, rules and regulations applicable to the Company, including insidertrading laws, and all other Company policies.

 

**8.****                                      ENCOURAGINGTHE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR**

 

Senior Financial Officersmust promote ethical behavior and create a culture of ethical compliance.  Senior Financial Officers should foster anenvironment in which the Company:  (a)encourages employees to talk to supervisors, managers and other appropriatepersonnel when in doubt about the best course of action in a particular situation;(b) encourages employees to report violations of laws, rules and regulations toappropriate personnel; and (c) informs employees that the Company will notallow retaliation for reports made in good faith.

 

**9.****             CONCLUSION**

 

Senior Financial Officersshould communicate any suspected violations of this Code promptly to the Chairof the Audit Committee.  The Board or aperson or persons designated by the Board will investigate violations, andappropriate disciplinary action will be taken in the event of any violation ofthe Code, up to and including termination. Only the Audit Committee may grant any waivers of this policy.

 

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