Exhibit 14.1

                              PHOTONICS CORPORATION
                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

The  conduct of Senior  Financial  Officers  shall be  governed  by this Code of
Ethics,  pursuant  to Section 406 of the  Sarbanes-Oxley  Act, in order to deter
wrongdoing and to promote:

o Honest and  ethical  conduct,  including  the  ethical  handling  of actual or
apparent conflicts of interest between personal and professional relationships;

o Full,  fair,  accurate,  timely and  understandable  disclosure in reports and
documents  that a company files with, or submits to, the Commission and in other
public communications made by the Company;

o Compliance with applicable governmental laws, rules and regulations;

o The prompt  internal  reporting of violations  of the Code to the  appropriate
person or persons identified in the Code; and

o Accountability for adherence to the Code.

1. The Chief Executive Officer, the Chief Financial Officer, the Controller, and
other senior officers performing  financial  management functions shall maintain
the highest standards in performing their duties.

Federal law requires the Company to set forth  guidelines  pursuant to which the
principal  executive officer and senior financial  management  employees perform
their duties.  Employees subject to this requirement include the chief executive
officer,  the chief financial officer,  controller or chief accounting  officer,
and any person who performs similar functions (the "Senior Financial Officers").
However,  the  Company  expects  that  all  employees  who  participate  in  the
preparation  of any part of the  Company's  financial  statements  should follow
these guidelines:

o Act with honesty and  integrity,  avoiding  violations of the Code,  including
actual or  apparent  conflicts  of interest  with the  Company in  personal  and
professional relationships.

o Disclose  to any Ethics  Committee  designated  by the Board of  Directors  to
administer  this Code of  Ethics,  or to the full Board of  Directors  if Ethics
Committee has been  appointed,  any material  transaction or  relationship  that
reasonably  could  be  expected  to give  rise to any  violations  of the  Code,
including actual or apparent conflicts of interest with the Company.

o  Provide  the  Company's  other  employees,  consultants,  and  advisors  with
information  that  is  accurate,  complete,  objective,  relevant,  timely,  and
understandable.

o Endeavor to ensure full, fair, timely, accurate, and understandable disclosure
in the Company's periodic reports and other public communications.

o Comply with all  applicable  governmental  laws,  rules and  regulations,  and
adhere to the  standards  and  restrictions  imposed  by those  laws,  rules and
regulations.

o Act in good faith,  responsibly,  and with due care, competence and diligence,
without knowingly misrepresenting material facts, causing others to misrepresent
material facts, or allowing your independent judgment to be subordinated.

o Respect the confidentiality of information acquired in the course of your work
except where you have Company approval or where disclosure is otherwise  legally
mandated.  Confidential information acquired in the course of your work will not
be used for personal advantage.

o Proactively promote ethical behavior among peers in your work environment.



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o Record or participate  in the recording of entries in the Company's  books and
records that are accurate to the best of your knowledge.

2. Reporting and Accountability

The Board of Directors  may appoint an Ethics  Committee to be  responsible  for
applying this Code to specific  situations  in which  questions are presented to
it. In the event an Ethics  Committee  is  appointed,  it has the  authority  to
interpret  this  Code  in any  particular  situation.  In the  event  no  Ethics
Committee has been appointed, the Board of Directors shall have the authority to
interpret this Code in any particular  situation.  Any Senior Financial  Officer
who becomes  aware of any existing or potential  breach of this Code is required
to notify the Ethics Committee or the Board of Directors promptly. Failure to do
so is itself a breach of this Code.

Specifically, each Senior Financial Officer must:

o Notify the Ethics Committee, if any, or the Board of Directors promptly of any
existing or potential violation of this Code.

o Not retaliate  against any employee or Senior Financial Officer for reports of
potential violations that are made in good faith. The Ethics Committee,  if any,
or the Board of  Directors  shall take all action it  considers  appropriate  to
investigate any breaches  reported to it. If a breach has occurred,  the Company
will  take  such  disciplinary  action  or  preventive  action  as the  Board of
Directors deems appropriate,  after  consultation with the Ethics Committee,  if
any.

Specifically,  the Company will follow the following procedures in investigating
and enforcing this Code and in reporting on the Code:

o Breaches and potential  breaches will be reported to the Ethics Committee,  if
any, or to the full Board of  Directors.  The Ethics  Committee,  if any, or the
full Board of Directors  will take all  appropriate  action to  investigate  any
breaches  reported to it. If any Ethics  Committee  determines that a breach has
occurred,  it will inform the Board of  Directors.  Upon being  notified  that a
breach has  occurred,  the Board will take or  authorize  such  disciplinary  or
preventive action as it deems  appropriate,  after  consultation with the Ethics
Committee, if any, up to and including dismissal or, in the event of criminal or
other serious  violations of law,  notification of the SEC or other  appropriate
law enforcement authorities.

Any changes or waivers of this Code will be  disclosed in the  Company's  annual
report on Form 10-KSB.

3. Waivers

Any  waiver  (defined  below)  or an  implicit  waiver  (defined  below)  from a
provision  of this Code is  required to be  disclosed  in the  Company's  Annual
Report on Form  10-KSB or a Report on Form 8-K filed  with the SEC.  A waiver is
defined by SEC rules as a material  departure  from a provision of the Code, and
an implicit  waiver means failure to take action  within a reasonable  period of
time  regarding a material  departure from a provision of the Code that has been
made known to an executive  officer of the Company.  Senior  Financial  Officers
should note that the Company expects full compliance with this Code and does not
intend to grant or to permit waivers from the requirements of this Code.

Other Policies and Procedures

The  Company  may,  from  time to time,  adopt  other  procedures  and  separate
requirements which are applicable to Senior Financial Officers and others.




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This Code of Ethics has been approved by the Board of Directors.

Signatures:

 /x/ Mark Lindberg
------------------------------------------------
Mark Lindberg, President, CFO, and sole director
Dated: December 31, 2004