**Exhibit 14.1**

 

**CODE OFETHICS**

**FOR**

**SENIORFINANCIAL OFFICERS**

 

**1.****                                      PURPOSE**

 

The Board of Directors (the “Board”) of PhotonicProducts Group, Inc. (the “Company”) has adopted the following Code ofEthics (the “Code”) to apply to the Company’s Chief Executive Officer; ChiefFinancial Officer; Chief Accounting Officer; Controller; and Treasurer (the “SeniorFinancial Officers”). This Code is intended to focus Senior Financial Officerson areas of ethical risk, provide guidance to help them recognize and deal withethical issues, provide mechanisms to report unethical conduct, foster aculture of honesty and accountability, deter wrongdoing and promote fair andaccurate disclosure and financial reporting.

 

No code or policy can anticipate every situationthat may arise. Accordingly, this Code is intended to serve as a source ofguiding principles. Senior Financial Officers are encouraged to bring questionsabout particular circumstances that may involve one or more of theprovisions of this Code to the attention of the Chair of the Audit Committee,who may consult with inside or outside legal counsel as appropriate.

 

**2.****                                      INTRODUCTION**

 

Each Senior Financial Officer is expected to adhereto a high standard of ethical conduct. The good name of the Company depends onthe way Senior Financial Officers conduct business and the way the publicperceives that conduct. Unethical actions, or the appearance of unethicalactions, are not acceptable. Senior Financial Officers are expected to beguided by the following principles in carrying out their responsibilities.

 

•                                          Loyalty. Senior Financial Officers should notbe, or appear to be, subject to influences, interests or relationships thatconflict with the best interests of the Company.

 

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

 

•                                          Observance of Ethical Standards. SeniorFinancial Officers must adhere to high ethical standards in the conduct oftheir duties. These include honesty and fairness.

 

**3.****                                      INTEGRITYOF RECORDS AND FINANCIAL REPORTING**

 

Senior Financial Officers are responsible for theaccurate and reliable preparation and maintenance of the Company’s financialrecords. 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 preparingand maintaining the Company’s

 

1

----

 

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 FinancialOfficers are responsible for establishing and maintaining adequate disclosurecontrols and procedures, and internal controls and procedures, includingprocedures that are designed to enable the Company to:  (a) accurately document and account fortransactions on the books and records of the Company; and (b) maintainreports, vouchers, bills, invoices, payroll and service records, businessmeasurement and performance records and other essential data with care andhonesty.

 

Senior Financial Officers shall immediately bring tothe attention of the Audit Committee any information they may haveconcerning:

 

Defects, deficiencies, or discrepanciesrelated to the design or operation of internal controls which may affectthe Company’s ability to accurately record, process, summarize, report anddisclose its financial data or

 

Any fraud, whether or not material, thatinvolves management or other employees who have roles in the Company’sfinancial reporting, disclosures or internal controls.

 

**4.****                                      CONFLICTOF INTEREST**

 

Senior Financial Officers must avoid any conflictsof interest between themselves and the Company. Any situation that involves, ormay involve, a conflict of interest with the Company, should be disclosedpromptly to the Chair of the Audit Committee, who may consult with insideor outside legal counsel as appropriate.

 

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

 

This Code does not attempt to describe all possibleconflicts of interest which could develop. Some of the more common conflictsfrom which Senior Financial Officers must refrain, however, are set forthbelow:

 

•                                          Improper conduct and activities. SeniorFinancial Officers may not engage in any conduct or activities that areinconsistent with the Company’s best interests or that disrupt or impair theCompany’s relationship with any person or entity with which the Company has, orproposes to enter into, a business or contractual relationship.

 

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

 

•                                          Gifts. Senior Financial Officers and membersof their immediate families may not accept gifts from persons or entitieswhere any 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.

 

•                                          Personal use of Company assets. SeniorFinancial Officers may not use Company assets, labor or information forpersonal use, other than incidental personal use, unless approved by the Chairof the Audit Committee or as part of a compensation or expensereimbursement program.

 

•                                          Financial Interests in other Businesses. SeniorFinancial Officers should

 

2

----

 

avoid having an ownership interest in any otherenterprises, such as a customer, supplier or competitor, if that interestcompromises the officer’s loyalty to the Company.

 

**5.****                                      CORPORATEOPPORTUNITIES**

 

Senior Financial Officers are prohibited from:  (a) taking for themselves personallyopportunities related to the Company’s business without first presenting thoseopportunities to the Company and obtaining approval from the Board; (b) usingthe Company’s property, information, or position for personal gain; or (c) competingwith the Company for business opportunities.

 

**6.****                                      CONFIDENTIALITY**

 

Senior Financial Officers should maintain theconfidentiality of information entrusted to them by the Company and any otherconfidential information about the Company, its business or finances, customersor suppliers, that comes to them, from whatever source, except when disclosureis authorized or legally mandated. For purposes of this Code, “confidentialinformation” includes all non-public information relating to the Company, itsbusiness or finances, customers or suppliers.

 

**7.****                                      COMPLIANCEWITH LAWS, RULES AND REGULATIONS**

 

Senior Financial Officers shall comply with laws, rules andregulations applicable to the Company, including insider trading laws, and allother Company policies.

 

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

 

Senior Financial Officers must promote ethicalbehavior and create a culture of ethical compliance. Senior Financial Officersshould foster an environment in which the Company:  (a) encourages employees to talk tosupervisors, managers and other appropriate personnel when in doubt about thebest course of action in a particular situation; (b) encourages employeesto report violations of laws, rules and regulations to appropriatepersonnel; and (c) informs employees that the Company will not allowretaliation for reports made in good faith.

 

**9.****                                      CONCLUSION**

 

Senior Financial Officers should communicate anysuspected violations of this Code promptly to the Chair of the Audit Committee.The Board or a person or persons designated by the Board will investigateviolations, and appropriate disciplinary action will be taken in the event ofany violation of the Code, up to and including termination. Only the AuditCommittee may grant any waivers of this policy.

 

3

----