Exhibit 14.1





Dandrit Biotech USA Inc.







CORPORATE CODE OF ETHICS AND CONDUCT

















Approved:  March 5, 2018









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TABLE OF CONTENTS





|1                                                  | General Policy                                                                   | 2 
|-------------------------------------------------- | -------------------------------------------------------------------------------- | --
|2                                                  | Compliance with the Law                                                          | 3 
|3                                                  | Stocks                                                                           | 3 
|4                                                  | Confidential Information                                                         | 3 
|5                                                  | Special Ethical Obligations For Employees With Public Reporting Responsibilities | 4 
|6                                                  | Continuing Disclosure Obligations and Accuracy of Business Records               | 5 
|7                                                  | Protection and Proper Use of Company Assets                                      | 5 
|8                                                  | Corporate Opportunities                                                          | 6 
|9                                                  | Fair Dealing                                                                     | 6 
|10                                                 | Conflicts of Interest                                                            | 6 
|11                                                 | Gifts, Meals and Entertainment                                                   | 7 
|12                                                 | Interacting with the Government                                                  | 8 
|13                                                 | Privacy and Employee Relations                                                   | 8 
|14                                                 | Market Competition                                                               | 8 
|15                                                 | Purchasing                                                                       | 9 
|16                                                 | Political Contributions                                                          | 9 
|17                                                 | Exports and Imports                                                              | 9 
|18                                                 | Media/Public Relations and Governmental Inquiries                                | 10
|19                                                 | Response to Investigations or Government Inquiries                               | 10
|20                                                 | Document Retention Policy                                                        | 11
|21                                                 | Amendments And Waivers                                                           | 11
|Employee Certification and Agreement of Compliance | 12                                                                              







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Dandrit Biotech USA Inc.



Corporate Code of Ethics and Conduct



1.General
Policy



It is the policy of Dandrit Biotech USA Inc.
(“we”, “us”, “our,” or the “Company”) to conduct business in compliance with all
applicable laws, rules and regulations.  Further, it is our policy to conduct business with integrity.  We
make this commitment to our customers, to our partners, to our shareholders, to our community, to those government agencies that
regulate the Company, and to ourselves.



Each Company employee, officer and director,
as well as agents and contractors working on behalf of the Company, must work to comply with the policies set forth in this Code
of Ethics and Conduct (the “Code”).  All employees, officers and directors should review this Code and make
sure that these policies guide their actions. Because of the complex and changing nature of legal requirements, each member of
the Company must be constantly vigilant to ensure that their conduct complies with the Code.  If any employee, officer
or director becomes aware of an issue of legal compliance which is not adequately addressed in this Code, you should notify your
supervisor or the Chief Executive Officer.



The Company takes compliance with laws, regulations,
rules and the Code seriously.  Any violation of such will result in disciplinary action.  Such action may include
an oral or written warning, disciplinary probation, suspension, reduction in salary, demotion, or dismissal from employment.  These
disciplinary actions also may apply to an employee’s supervisor who directs or approves the employee’s improper actions
or is aware of those actions, but does not act appropriately to correct them or fails to exercise appropriate supervision.



If a question
arises as to whether any action complies with the Company policies or applicable law, an employee, officer or director should present
that question directly to the Company’s Chief Executive Officer (the “Compliance Officer”).  The Compliance
Officer’s telephone number (the “Compliance Line”) is (646)460-4077.  The Compliance Officer may also
be contacted at the following e-mail address: epl@dandrit.com.Concerns about violations of any part of this Code made
to the telephone number may be made anonymously.Any calls, detailed notes and/or emails will be dealt with confidentially.  Simply
ask your question or give any information you may have.  In raising an issue, you may remain anonymous, although you
are encouraged to identify yourself.  Should you choose to identify yourself, your identity will be kept confidential
to the extent feasible or permissible under the law.  All employees, officers and directors and agents of the Company
have the commitment of the Company and of the Audit Committee of the Company’s Board of Directors that they will be protected
from retaliation. However, the Company reserves the right to discipline anyone who knowingly makes a false accusation, provides
false information to the Company or has acted improperly.Failure
to report known or suspected wrongdoing of which any member of the Company has knowledge may, by itself, subject that person to
disciplinary action.



This Code highlights important legal principles
with which employees, officers and directors and agents are expected to be familiar. The fact that this Code does not specifically
reference other applicable laws (some of which may be covered in other the Company policies), does not diminish their importance
or application.





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2.           
Compliance with the Law



The Company seeks to comply with all applicable
government laws, rules and regulations.  We need the cooperation of all employees, officers and directors to do so and
to bring lapses or violations to light. While some regulatory schemes may not carry criminal penalties, they control the licenses
and certifications that allow the Company to conduct its business.  The Company’s continued ability to operate
depends upon your help for compliance.



3.            Stocks



Because our stock has become a publicly traded
security, certain activities of the Company are subject to certain provisions of the federal securities laws.  These
laws govern the dissemination or use of information about the affairs of the Company or its subsidiaries or affiliates, and other
information which might be of interest to persons considering the purchase or sale of our stock.  Violations of the federal
securities laws could subject you and the Company to stiff criminal and civil penalties.  Accordingly, the Company does
not sanction and will not tolerate any conduct that risks a violation of these laws.



a.            Disclosure
of Transactions in Company’s Securities



The Securities and Exchange Commission (“SEC”)
requires continuing disclosure of transactions in the Company’s publicly traded securities by the Company, its directors,
officers, major shareholders and other affiliated persons.  We are committed to complying with obligations related this
disclosure.



b.            Insider
Trading



It is illegal for any person, either personally
or on behalf of others, (i) to buy or sell securities while in possession of material nonpublic information, or (ii) to communicate
(to “tip”) material nonpublic information to another person who trades in the securities on the basis of the information
or who in turn passes the information on to someone who trades.  All directors, officers, employees and temporary insiders,
such as accountants and lawyers, must comply with these “insider trading” restrictions.





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4.            Confidential
Information



You may be entrusted with the Company’s
confidential business information.  You are required to safeguard and use such information only for the Company’s
purposes.  Confidential information includes all non-public information that might be of use to competitors, or harmful
to the Company or its customers, if disclosed.  You are expected to maintain the confidentiality of any and all such
information entrusted to you by the Company or our customers or partners.  Examples of confidential business information
include, but are not limited to: the Company’s trade secrets, business trends, information on clinical trial results, the
status of regulatory approvals for our product candidates, product development programs, detailed sales and cost figures, new product
or marketing plans, research and development ideas or information, manufacturing or drug discovery processes, and information about
potential collaborations, joint ventures, acquisitions, divestitures and investments.  Failure to observe this duty of
confidentiality may compromise our competitive advantage over competitors and may additionally result in a violation of securities,
antitrust or employment laws.  It may also violate agreements providing for the protection of such confidential information
the Company has entered into with third parties. You should not discuss confidential Company information outside the Company, even
with your own family.



The business purpose of the Company is to seek
the acquisition of, or merger with, an existing company.  As a result, confidentiality becomes a particularly sensitive
matter once negotiations have commenced and/or when the Company enters into a letter of intent concerning any target business.  The
Company’s business information and all related and ancillary documents contain information that is of a confidential nature
which therefore must be treated in a confidential manner.  You may not, directly or indirectly, disclose or permit affiliates
or representatives to disclose any of such information to any other person or reproduce such information in whole or in part, without
the prior written consent of the Company.



At any time prior to a potential merger transaction,
the lack of public trading does not in any way effect your obligation and responsibility to maintain all information as highly
confidential.  You may also possess sensitive, privileged information about our partners.  These parties properly
expect that this information will be kept confidential.  The Company takes very seriously any violation of a partner’s
confidentiality and will not tolerate such conduct.



5.            Special
Ethical Obligations for Employees with Public Reporting Responsibilities



We are also committed to carrying out all continuing
disclosure obligations in a full, fair, accurate, timely and understandable manner.  Depending on their position with
the Company, employees, officers or directors may be called upon to provide information to assure that the Company’s public
reports are complete, fair and understandable.  The Company expects all of its personnel to take this responsibility
very seriously and to provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements.



Employees, officers and directors should promptly
report to the Compliance Officer any conduct that the individual believes to be a violation of law or business ethics or of any
provision of the Code, including any transaction or relationship that reasonably could be expected to give rise to such a conflict.  Violations,
including failures to report potential violations by others, will be viewed as a severe disciplinary matter that may result in
personnel action, including termination of employment.



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6.            Continuing
Disclosure Obligations and Accuracy of Business Records



In order to support all our disclosure obligations,
it is our policy to record and report our factual information honestly and accurately.  Failure to do so is a grave offense
and will subject an individual to severe discipline by the Company, as well as possible criminal and civil penalties.



Compliance with established accounting procedures,
the Company’s system of internal and disclosure controls and generally accepted accounting principles are necessary at all
times.  In order to achieve such compliance, the Company’s records, books and documents must accurately reflect
the transactions and provide a full account of the Company’s assets, liabilities, revenues and expenses.  Knowingly
entering inaccurate or fraudulent information into the Company’s accounting system is unacceptable and may be illegal.  Any
individual that has knowledge that an entry or process is false and material are expected to consult the Compliance Officer.  In
addition, it is the responsibility of each member of the Company to give their cooperation to the Company’s authorized internal
and external auditors.



Every individual should also be aware that almost
all business records of the Company may become subject to public disclosure in the course of litigation or governmental investigation.  Records
are also often obtained by outside parties or the media.  Employees should therefore attempt to be as clear, concise,
truthful and accurate as possible when recording any information.  They must refrain from making legal conclusions or
commenting on legal positions taken by the Company or others.  They must also avoid exaggeration, colorful language,
and derogatory characterizations of people and their motives.  The Company will not tolerate any conduct that creates
an inaccurate impression of the Company’s business operations.



7.           
Protection and Proper Use of Company Assets



Employees, officers and directors should protect
the Company’s assets and ensure their efficient use.  Theft, carelessness and waste have a direct impact on the
Company’s profitability.  All Company assets should be used for legitimate business purposes.



a.            Computers,
the Internet and Email



Everyone who works with the Company’s
computer-based resources is responsible for their appropriate use and protection from theft, damage or loss.  Employees
should take care to understand the risks and protect and ensure that the security features of the computer-based resources are
not compromised.  Information created, transmitted or accessed on Company networks is Company property and the Company
reserves the right to monitor or restrict access to it.





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Computer software used in connection with the
Company’s business must be properly licensed and used only in accordance with that license.  Using unlicensed software
could constitute copyright infringement.  If an employee has any questions as to whether his or her use of computer software
is licensed, he or she should consult with the Company’s Information Technology Department.



The same level of care should be taken when
using the Company’s e-mail, internet and voice mail systems as is used in written documents.  For example, confidential
information about the Company should not be disclosed on electronic bulletin boards, in chat rooms or posted on an internet website.



8.           Corporate Opportunities



Employees, officers and directors are prohibited
from (a) taking for yourself personally opportunities that you discover through the use of Company property, information or position,
(b) using Company property, information or position for personal gain, and (c) competing with the Company.  An employee,
officer or director owes a duty to the Company to advance its legitimate interests when the opportunity to do so arises.



9.            Fair
Dealing



Employees, officers and directors should endeavor
to deal fairly with the Company’s customers, partners, suppliers, competitors and employees.  You should not take
unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts,
or any other unfair-dealing practices.



10.          Conflicts
of Interest



The Company employees, officers and directors
should avoid all potential conflicts of interest or situations that give the appearance of such conflict of interest.  A
conflict of interest occurs when the private interest of a the Company employee (or an immediate family or household member or
someone with whom you have an intimate relationship) interferes, in any way -- or even appears to interfere -- with the duties
performed by the Company employee or with the interests of the Company as a whole.  A conflict situation can arise when
an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work objectively
and effectively.  A conflict of interest may also arise when an employee, officer or director, or a member of his or
her family, receives improper personal benefits as a result of his or her position in the Company.  Loans to, or guarantees
of obligations of, such persons are of special concern.



There may be a conflict of interest between
our management and our non-management stockholders.A conflict of interest creates the risk that management may have
an incentive to act adversely to the interests of other investors.  A conflict of interest may arise between our management's
personal pecuniary interest and its fiduciary duty to our stockholders. Further, our management's own pecuniary interest may at
some point compromise its fiduciary duty to our stockholders. In addition, the Company’s officers and directors are currently
involved with other publicly held, non-trading companies and conflicts in the pursuit of business combinations with such other
companies with which they and other members of our management are, and may be the future be, affiliated with may arise.  Our
officers and directors therefore should use the utmost care to ensure they use their best efforts to comply with the obligations
set forth above.





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11.          Gifts,
Meals and Entertainment



a.            Entertainment
and Gifts



The Company recognizes that in some instances,
gifts and entertainment can provide an entirely appropriate means of furthering a business relationship.  However, no
employee, officer or director should accept or provide gifts of more than $50 in connection with their business dealings.  The
offer or receipt of any such gift over $50 should be reported immediately to the Compliance Officer.  Normal business
courtesies involving no more than ordinary amenities (such as lunch, dinner, a spectator event, or a golf game) are permitted,
as are token non-cash gifts of nominal value.  The guiding principle and spirit of this code is that no gift, favor or
entertainment, whether a single event or a pattern of behavior, should be accepted or provided if it will obligate, or appear to
obligate, the recipient.  If you are uncertain about the propriety of a gift, you should contact the Compliance Officer
for guidance.



b.            Relationships
with Government Personnel



Separate and more stringent gift, meals, and
entertainment rules apply to dealings with government officials.  Federal and state anti-kickback laws prohibit the Company
and its representatives from knowingly and willfully offering, paying, requesting, or receiving any money or other benefit, directly
or indirectly, in return for obtaining or rewarding favorable treatment in connection with the award of a government contract.  Any
employee who becomes aware of any such conduct should immediately report it to the Compliance Officer.



The anti-kickback laws must be considered whenever
something of value is given or received by the Company or its representatives or affiliates that is in any way connected to work
performed for the government.  There are many transactions that may violate the anti-kickback rules.  As a
result, no one acting on behalf of the Company may offer or accept gifts, loans, rebates, services, or payment of any kind to or
from government suppliers and vendors without first consulting the Compliance Officer.



c.            Business
Dealings in Foreign Countries



Federal law prohibits U.S. companies, and those
acting on their behalf, from bribing foreign officials to obtain or retain business.  Foreign officials include officers
and employees of a foreign government or of a foreign governmental department or agency.  Indirect payments including
those to agents or third parties with the knowledge that at least a portion of the payment will be given to a foreign official
for an illegal purpose are prohibited. The Company will not tolerate any conduct that violates this law.



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12.          Interacting
with the Government



We are committed to being a “good corporate
citizen” and the Company values its good relations with local, state, federal and foreign governments.



The Company’s policy is to deal honestly
and fairly with government representatives and agents and to comply with valid and reasonable governmental requests and processes.  Be
truthful and straightforward in your dealings with governmental representatives and do not direct or encourage another Company
employee (or someone else) to provide false or misleading information to any government agent or representative.  Do
not direct or encourage anyone to destroy records relevant to a fact-finding process.



In recent years certain foreign governments
have sought to restrict opportunities for local companies to become public trading companies in the United States, including through
the reverse merger process, which may be a manner in which we complete a business combination with such a foreign enterprise.



The foregoing obligations are important in the
face of these additional restrictions and our employees, officers and directors are strongly encouraged to work with capable representatives
to assist in assuring that all transactions with foreign companies fully comply with local law.



13.          Privacy
and Employee Relations



Even though an employee’s non-work-related
activities outside of the Company are considered personal business, employees should always remember that they are a representative
of the Company.  All employees, officers and directors should review the Company’s policies regarding diversity,
discrimination, workplace harassment (including sexual harassment), health and safety and related matters.



14.          Market
Competition



The Company is committed to complying with all
state and federal antitrust laws.  The purpose of the antitrust laws is to preserve the competitive free enterprise system.  The
antitrust laws in the United States are founded on the belief that the public interest is best served by vigorous competition,
free from collusive agreements among competitors on price or service terms.  The antitrust laws help preserve the country’s
economic, political, and social institutions; the Company is firmly committed to the philosophy underlying those laws.



While the antitrust laws clearly prohibit most
agreements to fix prices, divide markets, and boycott, they also proscribe conduct that is found to restrain competition unreasonably.  This
can include, depending on the facts and circumstances involved, certain attempts to tie or bundle services together, certain exclusionary
activities, and certain agreements that have the effect of harming a competitor or unlawfully raising prices.  Any questions
that arise in this area should be addressed to the Compliance Officer.



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15.          Purchasing



Purchasing decisions must be made in accordance
with applicable Company policy.  In addition, the prohibitions discussed in Section 11 of this Code, entitled “Gifts,
Meals and Entertainment” apply to purchasing decisions made on behalf of the Company.  Purchasing decisions must
in all instances be made free from any conflicts of interest that could affect the outcome.  The Company is committed
to a fair and objective procurement system which results in the acquisition of quality goods and services for the Company at a
fair price.



16.          Political
Contributions



The Company believes that our democratic form
of government benefits from citizens who are politically active.  For this reason, the Company encourages each of its
employees to participate in civic and political activities in his or her own way.



The Company’s direct political activities
are, however, limited by law.  Corporations may not make any contributions -- whether direct or indirect -- to candidates
for federal office.  Thus, the Company may not contribute any money or products, or lend the use of vehicles, equipment,
or facilities, to candidates for federal office.  Nor may the Company make contributions to political action committees
that make contributions to candidates for federal office.  Neither the Company, nor supervisory personnel within the
Company, may require any employees to make any such contribution.  Finally, the Company cannot reimburse its employees
for any money they contribute to political candidates or campaigns.



Many state laws also limit the extent to which
corporations and individuals may contribute to political candidates.  Any question about the propriety of political activity
or contribution should be directed to the Compliance Officer.



17.         Exports
and Imports



There are many U.S. laws governing international
trade and commerce which serve to limit the export of certain products to certain countries.  The Company is committed
to complying with those laws.  Under no circumstances will the Company make sales contrary to U.S. export laws.  Because
these regulations are complicated and change periodically, employees and agents seeking to make a sale to a customer in a foreign
country must first confirm the legal trade status of that country.  If an employee or agent is uncertain about whether
a foreign sale complies with U.S. export laws, he or she must contact the Compliance Officer for guidance.  The Company
employees and agents should be aware that there are also many U.S. laws that govern the import of items into the United States.  Among
other things, these laws control what can be imported into the United States, how the articles should be marked, and the amount
of duty to be paid.  The Company complies with all U.S. import laws.  If an employee or agent is uncertain
about whether a transaction involving the importation of items into the United States complies with these laws, he or she must
contact the Compliance Officer for guidance.



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18.          Media/Public
Relations and Governmental Inquiries



When the Company provides information to the
news media, securities analysts and stockholders, it has an obligation to do so accurately and completely.  In order
to ensure that the Company complies with its obligations, employees receiving inquiries regarding the Company’s activities,
results, plans or position on public issues should refer the request to the Company’s Chief Executive Officer, Chief Financial
Officer, or the designated corporate spokesperson.  The Company employees may not speak publicly for the Company unless
specifically authorized by senior management.



Although unlikely, a government representative
may seek to interview an employee regarding the Company’s business activities or an employee’s work at the Company.  If
an employee is contacted by a government agent or representative and asked to provide information, contact the Compliance Officer
at (646)460-4077.



Occasionally, someone will arrive unexpectedly
or a government representative may seek to inspect Company property.  If this happens, an employee should immediately
notify his or her manager or supervisor and contact the Compliance Officer at (646)460-4077.



19.          Response
to Investigations or Government Inquiries



Numerous state and federal agencies have broad
legal authority to investigate the Company and review its records.  The Company will comply with subpoenas and respond
to governmental investigations as required by law.  The Compliance Officer is responsible for coordinating the Company’s
response to investigations and the release of any information.



If an employee or officer receives an investigative
demand, subpoena, or search warrant involving the Company, it should be brought immediately to the Compliance Officer.  No
documents should be released or copied without authorization from the Compliance Officer or the Company’s legal counsel.  If
an investigator, agent or government auditor comes to the Company’s corporate headquarters, the Chief Executive Officer should
be contacted immediately.  In the absence of the Chief Executive Officer, contact the Company’s Compliance Officer.  Ask
the investigator to wait until the contacted individual arrives before reviewing any documents or conducting any interviews.  The
Compliance Officer, his designee, or the Company’s legal counsel is responsible for assisting with any interviews.  If
the Company’s employees are approached by government investigators and agents while they are away from the Company’s
premises and asked to discuss Company affairs, the employee has the right to insist on being interviewed during business hours
with a supervisor or counsel present.  Alternatively, any employee may choose to be interviewed or not to be interviewed
at all.  The Company recognizes the choice of how to proceed in these circumstances is left entirely to the employee.  If
an employee chooses to speak with government personnel, it is essential that the employee be truthful.  Questions may
be directed to the Compliance Officer.



The Company employees are not permitted to alter,
remove, or destroy documents or records of the Company except in accordance with regular document retention and destruction practices.





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20.          Document
Retention Policy



The Company has a document retention policy
in place to provide reasonable and consistent standards and procedures for the retention and disposal of accounting and financial
documents and that provide a routine business practice of maintaining records for a predetermined period of time.



21.          Amendments
and Waivers



This Code applies to all the Company employees,
officers and directors and will be distributed to each new employee, officer and director upon commencement of his or her employment
or other relationship with the Company.  The Company reserves the right to amend, alter or terminate this Code at any
time for any reason.  There shall be no substantive amendment or waiver of any part of the Code affecting the directors,
senior financial officers, or executive officers, except by a vote of the Board of Directors, which will ascertain whether an amendment
or waiver is appropriate and ensure that the amendment or waiver is accompanied by appropriate controls designed to protect the
Company.



In the event that any substantive amendment
is made or any waiver is granted, the waiver will disclosed as required by law or regulations of the NASDAQ National Market.



This document is not an employment contract
between the Company and any of its employees, officers or directors





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EMPLOYEE CERTIFICATION AND AGREEMENT OF
COMPLIANCE



I certify that I have read the Company’s
“Corporate Code of Ethics and Conduct” (the “Code”) and fully understand the obligations set forth in that
document.



The Code includes a statement of the Company’s
policies, which are designed to ensure that the Company and its employees conduct the Company’s business in compliance with
all federal and state laws governing its operations and the conduct is consistent with the highest standards of business and professional
ethics.



I understand that the Code obligates all employees
to carry out their duties for the Company in accordance with these policies and with applicable laws.  I further understand
that any violation of these policies or applicable laws, or any deviation from appropriate ethical standards, will subject an employee
to disciplinary action.  Indeed, I understand that even a failure to report such a violation or deviation may, by itself,
subject an employee to disciplinary action.



I am also aware that in the event that I have
any question about whether an action complies with the Company’s policies or applicable law, I should present that question
to my supervisor or, if appropriate, directly to the Company’s Compliance Officer.



With these understandings of my obligations,
I agree to act in accordance with the Company policies set forth in the Code.  Having read the Code, I am not currently
aware of any matter that should be brought to the attention of Compliance personnel as a violation or suspected violation of this
Code.



Signed:                   _________________________



Print Name:            _________________________



Date:                      _________________________





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