**Exhibit
      14.1**




**CHINA
      YOUTV CORP.**


**CODE
      OF ETHICS**







This
      China YouTV Corp. Code of Ethics (this “Code”) applies to all officers,
      directors and employees of China YouTV Corp.(the “Company”).  The
      Company expects all of its officers, directors and employees to act in
      accordance with the highest standards of personal and professional integrity
      in
      all aspects of their activities, to comply with all applicable laws, rules
      and
      regulations, to deter wrongdoing and abide by the policies and procedures
      adopted by the Company.





Accordingly,
      you agree to:





(a)
            Engage
                in and promote honest and ethical conduct, including the ethical
                handling
                of actual or apparent conflicts of interest between personal and
                professional relationships;





(b)
            Avoid
                conflicts of interest and to disclose to the Chairman of the Nominating
                and Corporate Governance Committee of the Company (or, if none, to
                the
                Board of Directors) any material transaction or relationship that
                reasonably could be expected to give rise to such a
                conflict;





(c)
            Take
                all reasonable measures to protect the confidentiality of non-public
                information about the Company and their customers obtained or created
                in
                connection with your activities and to prevent the unauthorized disclosure
                of such information unless required by applicable law or regulation
                or
                legal or regulatory process;





(d)
            Produce
                full, fair, accurate, timely, and understandable disclosure in reports
                and
                documents that the Company files with, or submits to, the Securities
                and
                Exchange Commission and other regulators and in other public
                communications made by the Company;





(e)
            Comply
                with applicable governmental laws, rules and regulations, as well
                as the
                rules and regulations of self-regulatory organizations of which the
                Company is a member; and





(f)
            Promptly
                report any possible violation of this Code of Ethics to the Chairman
                of
                the Nominating and Corporate Governance Committee of the
                Company.








You
      are
      prohibited from directly or indirectly taking any action to fraudulently
      influence, coerce, manipulate or mislead the Company’s independent public
      auditors for the purpose of rendering the financial statements of the Company
      or
      its subsidiaries misleading.





You
      understand that you will be held accountable for your adherence to this Code
      of
      Ethics. Your failure to observe the terms of this Code may result in
      disciplinary action, up to and including termination of
      employment.  Violations of this Code may also constitute violations of
      law and may result in civil and criminal penalties for you and/or the
      Company.





You
      are
      encouraged to contact the Chairman of the Nominating and Corporate Governance
      Committee of the Company when in doubt about, or if you have any questions
      regarding, the best course of action in a particular situation.  You
      are also encouraged to report violations of laws, rules regulations or this
      Code
      to the Chairman of the Nominating and Corporate Governance Committee of the
      Company, including, but not limited to, any concerns you have regarding the
      Company concerning fraud, accounting, internal accounting controls or auditing
      matters. You may choose to remain anonymous in reporting any possible violation
      of this Code.  The Company will not allow retaliation against anyone
      for reports made in good faith.





You
      should communicate any suspected violations of this Code promptly to the
      Chairman of the Nominating and Corporate Governance Committee of the Company.
      Violations will be investigated by the Board of Directors of the Company or
      by
      persons designated by the Board of Directors of the Company, and appropriate
      disciplinary action will be taken in the event of any violations of this Code,
      including termination of employment or, in the case of any director, refusal
      by
      the Nominating and Corporate Governance Committee (or the entire Board of
      Directors or another committee performing a similar function) to nominate such
      director for re-election if such director has not been previously terminated
      for
      cause.





Any
      waiver of this Code for any director or executive officer may be made only
      by
      the Board of Directors of the Company and must be disclosed either on a Current
      Report on Form 8-K within the period required by that Form 8-K or in any other
      manner permitted by the Securities and Exchange Commission or any securities
      exchange.








YOUR
      PERSONAL COMMITMENT TO THE CHINA YOUTV CORP.


CODE
      OF ETHICS





I
      acknowledge that I have received and read the China YouTV Corp. Code of Ethics,
      dated June 2007, and understand my obligations as an officer, director and/or
      employee to comply with the Code of Ethics.





I
      understand that my agreement to comply with the Code of Ethics does not
      constitute a contract of employment.





Please
      sign here:
      _____________________                   Date:  ________________








Please
      print your name:  __________________











This
      signed and completed form must be returned to your manager or designated human
      resources professional.












































-
                      -