[Exhibit 14.1]
MED GEN, INC.
OFFICERS' CODE OF ETHICS
I. INTRODUCTION
A. Purpose of Code.
Med Gen, Inc. (the "Corporation") is committed to the highest
standards of legal and ethical conduct, including providing
full and accurate financial disclosure in compliance with
applicable laws, rules and regulations and maintaining its books
and records in accordance with applicable accounting
policies, laws, rules and regulations. This Code of Ethics for
all of the Corporation's Officers (the "Code") is designed to
set forth particular standards of conduct that the
Corporation requires of all of its officers to follow. Any
activity by an officer of the Corporation contrary to this
Code is prohibited and is not within the scope of employment
or authority of such persons.
B. Persons Subject to this Code.
This Code is applicable to the following Corporation personnel:
1. President
2. Chief Executive Officer
3. Chief Financial Officer
4. All Vice Presidents
5. Secretary and any and all assistant secretaries
6. Treasurer, Assistant Treasurer, and or
Controller; and
7. All other persons performing similar functions as
persons in the enumerated positions.
C. Distribution and Commitment.
All Covered Persons will be given a copy of this Code. Each
Covered Person will be required to certify that each (i) has read
and understands the guidelines contained in this Code and (ii)
will comply with the terms of this Code.
II. COMPLIANCE WITH RULES AND REGULATIONS.
The Corporation is committed to conducting its business in
accordance with all applicable laws, rules and regulations and
in accordance with the highest standards of business ethics. As
a Covered Person, you must not only comply with applicable
laws, however. You also have leadership responsibilities that
include creating a culture of high ethical standards and
commitment to compliance; maintaining a work environment that
encourages employees to raise concerns; and promptly addressing
employee compliance concerns.
III. CONFLICTS OF INTEREST
A. General Statement. All Covered Persons are expected to use
good ethical judgment, and to avoid situations that create an
actual or potential conflict between the Covered Person's
personal interests and the interests of the Corporation. A
conflict of interest also exists where the Covered Person's
loyalties or actions are divided between the Corporation's
interests and those of another, such as a competitor, supplier or
customer. Both the fact and the appearance of a conflict should
be avoided. Before making any investment, accepting any position
or benefits or participating in any transaction or business
arrangement that creates or appears to create a conflict of
interest, Covered Persons must obtain the written approval of the
Board of Directors. While it is not feasible to describe all
possible conflicts of interest that could develop, the following
are some of the more common examples.
B. Examples of Conflicts. 1. Financial Interest in Another
Business. Covered Persons should not have an undisclosed direct
or indirect financial interest in a customer, supplier,
competitor or others with whom the Corporation does business. The
ownership of less than Five (5%) percent of the publicly traded
stock of a corporation will not be considered a conflict. 2.
Other Employment and Outside Activities. Without the written
consent of the Board of Directors, Covered Persons should not
work for, become directly or indirectly involved with, or receive
compensation of any sort from, a customer, supplier or competitor
of the Corporation or others with whom the Corporation does
business. Covered Persons should not engage in any undisclosed
activity that may be competitive with or contrary to the
interests of the Corporation. 3. Corporate Opportunities.
Business opportunities of which Covered Persons learn as a result
of employment with the Corporation belong to the Corporation, if
within the scope of the Corporation's existing or contemplated
business, and should not be taken advantage of for personal gain.
IV. DISCLOSURE IN REPORTS
The Corporation is committed to providing full, fair,
accurate, timely and understandable disclosure in reports and
documents filed with, or submitted to, the Securities and
Exchange Commission and in other public communications made
by the Corporation.
V. COMPLIANCE WITH THIS CODE
If Covered Persons have questions about this Code, advice
should be sought from the Board of Directors. If a Covered
Person knows of or suspects a conflict of interest or a violation
of applicable laws or regulations or this Code, the Covered
Person must immediately report that information to the Chief
Executive Officer or, if the suspected violation concerns the
Chief Executive Officer, to the Board of Directors.
VI. ACCOUNTABILITY; WAIVER OF THIS CODE
The Board shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the
event of violations of this Code. Such actions shall be
reasonably designed to deter wrongdoing and to promote
accountability for adherence to this Code, and may include
written notices to the individual involved that the Board has
determined that there has been a violation, censure by the
Board, demotion or reassignment of the individual involved,
suspension with or without pay or benefits and
termination of the individual's employment. The Corporation will
waive application of the policies set forth in this Code only
when circumstances warrant granting a waiver, and then only in
conjunction with any appropriate monitoring of the particular
situation. Changes in and waivers of this Code may be made only
by the Board of Directors and will be disclosed as required under
applicable law and regulations.