Exhibit
14.1


CODE
OF ETHICS AND BUSINESS CONDUCT
 
 1.
                  CODE
 
 This Code
of Ethics and Business Conduct ("Code") has been adopted by our Board of
Directors to summarize the standards of business conduct that must guide our
actions. This Code applies to all directors, officers, and employees of So Act
Network, Inc. and its subsidiaries and affiliated entities (the "Company"). The
Company has issued this code to deter wrongdoing and to promote:
  ·
                  Honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;
 ·
                  Avoidance
      of conflicts of interest, including disclosure to an appropriate person of
      any material transaction or relationship that reasonably could be expected
      to give rise to such a conflict;
 ·
                  Accurate
      and timely disclosure in reports and documents that the Company files
      with, or submits to any Securities Exchange, the United States Securities
      and Exchange Commission and other securities commissions. ("Securities
      Commissions") and other governmental agencies, as well as in the Company's
      other public communications;
 ·
                  Compliance
      with applicable governmental laws, rules and
  regulations;
 ·
                  The
      prompt internal reporting of any violations of this Code to an appropriate
      person or person identified in the Code;
and
 ·
                  Accountability
      for adherence to the Code.
  This Code
of Business Conduct and Ethics provides guidance to you on your ethical and
legal responsibilities. We expect all directors and employees worldwide to
comply with the Code, and the Company is committed to taking prompt and
consistent action against violations of the Code. Violation of the standards
outlined in the Code may be grounds for disciplinary action up to and including
termination of employment or other business relationship. Employees and
directors who are aware of suspected misconduct, illegal activities, fraud,
abuse of the Company's assets or violations of the standards outlined in the
Code are responsible for reporting such matters. Because rapid changes in our
industry and regulatory environment constantly pose new ethical and legal
considerations, no set of guidelines should be considered to be the absolute
last word under all circumstances. Although laws and customs will vary in the
many different countries in which we operate, our basic ethical responsibilities
are global. In some instances, there may be a conflict between the laws of
countries that apply to the
 
 2. Basic
Obligations
 
 Under the
Company's ethical standards, directors and employees share certain
responsibilities. It is your responsibility to (i) become familiar with, and
conduct Company business in compliance with, applicable laws, rules and
regulations and this Code; (ii) treat all Company employees, customers and
business partners in an honest and fair manner; (iii) avoid situations where
your personal interests are, or appear to be, in conflict with the Company
interests; and (iv) safeguard and properly use the Company's proprietary and
confidential information, assets and resources, as well as those of the
Company's customers and business partners. Certain of the Company's policies are
complemented by specific responsibilities set forth in documents such as the
Company Employee Handbook, the non-solicitation, non-competition and
confidentiality agreement you signed with the Company, the Company's Insider
Trading Policy and the Company's Disclosure Policy. Those polices should be
separately consulted by the Company directors and employees and are not
incorporated by reference into this Code of Business Conduct and Ethics. Please
consult with Human Resources for copies of any polices that cannot be accessed
through the Human Resources intranet.
 
 3.
Raising Concerns
 
 If you
should learn of a potential or suspected violation of the Code, you have an
obligation to promptly report the violation. You may do so orally or in writing
and, if preferred, anonymously. You have several options for raising
concerns.
 ·
                  Raise
      your concerns with your manager or Chief Operating
  Officer;
 ·
                  Raise
      your concerns with your Human Resources
  representative;
 ·
                  Raise
      your concerns Chief Executive
Officer,
   
   ·
                  If
      the issue or concern is related to the internal accounting controls of the
      Company or any accounting or auditing matter, you may report it
      anonymously to the Audit Committee.
 
 4. Policy
Against Retaliation
 
 The
Company prohibits any director or employee from retaliating or taking adverse
action against anyone for raising suspected conduct violations or helping to
resolve a conduct concern. Any individual who has been found to have engaged in
retaliation against a Company director or employee for raising, in good faith, a
conduct concern or for participating in the investigation of such a concern may
be subject to discipline, up to and including termination of employment or other
business relationship. If any individual believes that he or she has been
subjected to such retaliation, that person is encouraged to report the situation
as soon as possible to one of the people detailed in the "Raising Concerns"
section above.
 
 5.
Conflicts of Interest
 
 The
Company should not engage in any activity, practice or act which conflicts with
the best interests of the Company or its customers. A conflict of interest
occurs when an employee places or finds himself/herself in a position where his
private interests conflict with the best interests of the Company or have an
adverse affect on the employee's motivation or the proper performance of their
job. Examples of such conflicts could include, but are not limited
to:
 ·
                  Accepting
      outside employment with, or accepting personal payments from, any
      organization which does business with the Company or is a competitor of
      the Company;
 ·
                  Accepting
      or giving gifts of more than modest value to or from vendors or clients of
      the Company;
 ·
                  Competing
      with the Company for the purchase or sale of property, services of other
      interests or taking personal advantage of an opportunity in which the
      Company has an interest;
 ·
                  Employees
      or immediate family members who have a financial interest in a firm which
      does business with the Company; and
 ·
                  Having
      an interest in a transaction involving the Company or a customer, business
      partner or supplier (not including routine investments in publicly traded
      companies).
 
 Employees
must not place themselves or remain in a position in which the employee's
private interests conflict with the interests of the Company. If the Company
determines that an employee's outside work interferes with performance or the
ability to meet the requirements of the Company, as they are modified from time
to time, the employee may be asked to terminate the outside employment if he or
she wishes to remain employed by the Company. To protect the interests of both
the employees and the Company, any activity that involves potential or apparent
conflict of interest may be undertaken only after disclosure to the Company by
the employee and review and approval by management.
 
 6.
‘Whistle blowing’
 
 The
Company maintains a ‘Whistle blowing’ Policy that covers the employees raising
concerns retaliation against any one raising suspected code of conduct
violations. The ‘Whistle blowing’ Policy is defined in the company’s employee
handbook.
 
 7.
Confidentiality Concerning Company Affairs
 
 It is the
Company's policy that business affairs of the Company are confidential and
should not be discussed with anyone outside the organization except for
information that has already been made available to the public. As a
prerequisite and condition of employment, all employees must sign a written
agreement confirming this obligation.
 
  -2-
  8.
Competition and Fair Dealing
 
 We seek
to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, not through unethical or illegal
business practices. Information about other companies and organizations,
including competitors, must be gathered using appropriate methods. Illegal
practices such as trespassing, burglary, misrepresentation, wiretapping and
stealing are prohibited. Possessing trade secrets that were obtained without the
owner's consent, or inducing such disclosures by customers or past or present
employees of other companies is prohibited. Each employee should endeavor to
respect the rights of, and deal fairly with, our customers, suppliers,
competitors and employees. No employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair business
practice.
 
 9.
Insider Trading
 
 The
Company encourages all employees to become shareholders on a long-term
investment basis. However, management, employees, members of the Board of
Directors and others who are in a "special relationship" with the Corporation
from time to time, become aware of corporate developments or plans which may
affect the value of the Corporation's shares (inside information) before these
developments or plans are made public. Black Out periods occurs certain times
throughout the year and during this time, all Company employees are prohibited
from buying or selling the Company's securities. In order to avoid civil and
criminal insider trading violations, the Company has established an Insider
Trading Policy. As a prerequisite and condition of employment, all employees
must sign an acknowledgment by which they agree to adhere to this
policy.
 
 10.
TELECOMMUNICATIONS / RECORD KEEPING
 
 Telecommunications
facilities such as telephone, cellular phones, facsimile, internet and e-mail
are Company property. Use of these facilities imposes certain responsibilities
and obligations on all employees. Usage must be ethical and honest with a view
to preservation of and due respect for Company's intellectual property, security
systems, personal privacy, and freedom of others from intimidation, harassment,
or unwanted annoyance. In order to avoid violations, the Company has established
a Telecommunications Usage Policy. As a prerequisite and condition of
employment, all employees must sign an acknowledgment by which they agree to
adhere the following policy.
 
 11.
DISCLOSURE
 
 The
Company is committed to providing timely, consistent and credible dissemination
of information, consistent with disclosure requirements under applicable
securities laws. The goal of our Disclosure Policy is to raise awareness of the
Company's approach to disclosure among the board of directors, officers and
employees and those authorized to speak on behalf of the Company. The Disclosure
Policy extends to all employees and officers of the Company, its Board of
Directors and those authorized to speak on its behalf. It covers disclosures in
documents filed with the securities regulators and written statements made in
the Company's annual and quarterly reports, news releases, letter to
shareholders, presentations by senior management, information contained on the
Company's web site and other electronic communications. It extends to oral
statements made in meetings and telephone conversations with members of the
investment community (which includes analysts, investors, investment dealers,
brokers, investment advisers and investment managers), interviews with the media
as well as speeches and conference calls. As a prerequisite and condition of
employment, all employees must sign an acknowledgment by which they agree to
adhere to this policy, which is provided to the new hire prior to his/her start
date.
 
 12.
ACCURACY AND COMPANY RECORDS
 
 As a
public company, we are required to record and publicly report all internal and
external financial records in compliance with Canadian and U.S. Generally
Accepted Accounting Principles (GAAP). Therefore, you are responsible for
ensuring the accuracy of all books and records within your control and complying
with all Company policies and internal controls. All Company information must be
reported accurately, whether in internal personnel, safety, or other records or
in information we release to the public or file with government
agencies.
 
 13.
FINANCIAL REPORTING & DISCLOSURES
 
 As a
public company, we are required to file periodic and other reports with the
Securities Commissions and to make certain public communications. We are
required by the Securities Commissions to maintain effective "disclosure
controls and procedures" so that financial and non-financial information is
reported timely and accurately both to our senior management and in the filings
we make. You are expected, within the scope of your employment duties, to
support the effectiveness of our disclosure controls and
procedures.
   -3-
 
 14.
COMPLIANCE WITH ALL LAWS, RULES & REGULATIONS
 
 The
Company is committed to compliance with all laws, rules, and regulations,
including laws and regulations applicable to the Company's securities and
trading in such securities, as well as any rules promulgated by any exchange on
which the Company's shares are listed.
 
 15.
CUSTOMERS & BUSINESS PARTNERS
 
 We strive
to achieve satisfied customers who will be repeat buyers of our products and
services and to building mutually advantageous alliances with our business
partners. Our long-term reputation and business viability depend upon our
continued maintenance of the high quality of the products and services we
provide. We are committed to delivering products that perform as documented and
as represented to the customer. Our policy is to build lasting relationships
with our customers and business partners through superior delivery and execution
and honest sales and marketing. We will comply with applicable advertising laws
and standards, including a commitment that our advertising and marketing will be
truthful, non-deceptive, and fair and will be backed up with evidence before
advertising claims are made. Our policy also prohibits making false or deceptive
statements about our competitors and giving or accepting kickbacks, bribes,
inappropriate gifts and other matters prohibited under the conflict of interest
topic in this Code.
 
 16.
HEALTH & SAFETY
 
 The
Company is committed to making the work environment safe, secure and healthy for
its employees and others. The Company complies with all applicable laws and
regulations relating to safety and health in the workplace. We expect each of
you to promote a positive working environment for all. You are expected to
consult and comply with all Company rules regarding workplace conduct and
safety. You should immediately report any unsafe or hazardous conditions or
materials, injuries, and accidents connected with our business and any activity
that compromises Company security to your supervisor. You must not work under
the influence of any substances that would impair the safety of
others.
 
 17.
RESPECT FOR EMPLOYEES
 
 The
Company's employment decisions will be based on reasons related to our business,
such as job performance, individual skills and talents, and other
business/related factors. The Company policy requires adherence to all national,
state or other local employment laws. In addition to any other requirements of
applicable laws in a particular jurisdiction, the Company policy prohibits
discrimination in any aspect of employment based on race, color, religion, sex,
national origin, disability or age, within the meaning of applicable laws.
Abusive or Harassing Conduct Prohibited. The Company policy prohibits abusive or
harassing conduct by our employees toward others, such as unwelcome sexual
advances, comments based on ethnicity, religion or race, or other non-business,
personal comments or conduct that make others uncomfortable in their employment
with us. We encourage and expect you to report harassment or other inappropriate
conduct as soon as it occurs.
 
 18.
PRIVACY
 
 The
Company, and companies and individuals authorized by the Company, collect and
maintain personal information that relates to your employment, including
compensation, medical and benefit information. The Company follows procedures to
protect information wherever it is stored or processed, and access to your
personal information is restricted. Your personal information will only be
released to outside parties in accordance with the Company's policies and
applicable legal requirements. Employees who have access to personal information
must ensure that personal information is not disclosed in violation of the
Company's policies or practices.
  -4-
 
 19.
WAIVERS & AMMENDMENTS
 
 Only the
Board of Directors may waive application of or amend any provision of this Code.
A request for such a waiver should be submitted in writing to the Board of
Directors, Attention: Chairman of the board for its consideration. The Company
will promptly disclose to investors all substantive amendments to the Code, as
well as all waivers of the Code granted to directors or officers in accordance
with applicable laws and regulations.
 
 20. NO
RIGHTS CREATED
 
 This Code
is a statement of the fundamental principles and key policies and procedures
that govern the conduct of our business. It is not intended to and does not, in
any way, constitute an employment contract or an assurance of continued
employment or create any rights in any employee, director, client, supplier,
competitor, stockholder or any other person or entity.