**Exhibit
        14.1**
 
 **CODE
        OF ETHICS**
  **OF**
  **CHINA
        EDUCATION ALLIANCE, INC.**
 
 **I.** **Objectives**
 
 Capital
        Resource Funding, Inc. (the “Company”) is committed to the highest level of
        ethical behavior. The Company's business success depends upon the reputation
        of
        the Company and its directors, officer and employees to perform with the
        highest
        level of integrity and principled business conduct.
 
 This
        Code
        of Ethics (“Code”) applies to all directors, officers and employees of the
        Company, including the Company's principal executive officer and principal
        financial officer, (collectively, the “Covered Persons”). This Code is designed
        to deter wrongdoing and to promote all of the following:
 
 ·
              honest
                  and ethical conduct, including the ethical handling of actual or
                  apparent
                  conflicts of interest between personal and professional
                  relationships
  ·
              full,
                  fair, accurate, timely, and understandable disclosure in reports
                  and
                  documents that the Company files with, or submits to, the Securities
                  and
                  Exchange Commission (the "Commission"), and in other public communications
                  made by the Company
  ·
              compliance
                  with applicable governmental laws, rules and
                  regulations;
  ·
              the
                  prompt internal reporting to an appropriate person or persons identified
                  herein for receiving violations of this
                  Code
  ·
              accountability
                  for adherence to this Code.
 
 Each
        Covered Person must conduct himself or herself in accordance with this Code,
        and
        must seek to avoid even the appearance of improper behavior.
 
 This
        Code
        is not intended to cover every applicable law, or to provide answers to all
        questions that might arise; for such, the Company relies on each person’s sense
        of what is right, including a sense of when it is appropriate to seek guidance
        from others on an appropriate course of conduct.
 
 **II.** **Honest
        And Ethical Conduct**
 
 Each
        Covered Person must always conduct himself or herself in an honest and ethical
        manner. Each Covered Person must act with the highest standards of personal
        and
        professional integrity and must not tolerate others who attempt to deceive
        or
        evade responsibility for actions. Honest and ethical conduct must be a driving
        force in every decision made by a Covered Person while performing his or
        her
        duties for the Company. When in doubt as to whether an action is honest and
        ethical, each Covered Person shall seek advice from his or her immediate
        supervisor or senior management, as appropriate.
 
 **III.** **Conflicts
        Of Interest**
 
 The
        term
“conflict of interest” refers to any circumstance that would cast doubt on a
        Covered Person’s ability to act objectively when representing the Company’s
        interest. Covered Persons should not use their position or association with
        the
        Company for their own or their family’s personal gain, and should avoid
        situations in which their personal interests (or those of their family) conflict
        or overlap, or appear to conflict or overlap, with the Company's best
        interests.
 
 The
        following are examples of activities that give rise to a conflict of interest.
        These examples do not in any way limit the general scope of the Company's
        policy
        regarding conflicts of interest.
 
 ·
              Where
                  a Covered Person’s association with (or financial interest in) another
                  person or entity would reasonably be expected to interfere with
                  the
                  Covered Person's independent judgment in the Company’s best interest, that
                  association or financial interest creates a conflict of
                  interest.
  ·
              The
                  holding of a financial interest by a Covered Person in any present
                  or
                  potential competitor, customer, supplier, or contractor of the
                  Company
                  creates a conflict of interest, except where the business or enterprise
                  in
                  which the Covered Person holds a financial interest is publicly
                  owned, and
                  the financial interest of the Covered Person in such public entity
                  constitutes less than one percent (1%) of the ownership of that
                  business
                  or enterprise.
  ·
              The
                  acceptance by a Covered Person of a membership on the board of
                  directors,
                  or serving as a consultant or advisor to any board or any management,
                  of a
                  business that is a present or potential competitor, customer, supplier,
                  or
                  contractor of the Company, creates a conflict of interest, unless
                  such
                  relationship is pre-approved in writing by the principal executive
                  officer
                  of the Company.
  ·
              Engaging
                  in any transaction involving the Company, from which the Covered
                  Person
                  can benefit financially or otherwise, apart from the usual compensation
                  received in the ordinary course of business, creates a conflict
                  of
                  interest. Such transactions include lending or borrowing money,
                  guaranteeing debts, or accepting gifts, entertainment, or favors
                  from a
                  present or potential competitor, customer, supplier, or contractor
                  of the
                  Company.
  ·
              The
                  use or disclosure of any unpublished information regarding the
                  Company,
                  obtained by a Covered Person in connection with his or her employment
                  for
                  personal benefit, creates a conflict of
                  interest.
 
 1
  It
        is our
        policy and it is expected that all Covered Persons should endeavor to avoid
        all
        situations that present an actual or apparent conflict of interest. All actual
        or apparent conflicts of interest must be handled honestly and ethically.
        If a
        Covered Person suspects that he or she may have a conflict of interest, that
        Covered Person is required to report the situation to, and to seek guidance
        from, his or her immediate supervisor or senior management, as appropriate.
        For
        purposes of this Code, directors, the principal executive officer, and the
        principal financial officer shall report any such conflict or potential conflict
        situations to the chairman of the audit committee, if one be created, and
        in the
        absence of an audit committee, to chairman of the board of directors. Officers
        (other than the principal executive officer and principal financial officer)
        and
        employees of the Company shall report any such situations to their immediate
        supervisor. It is the responsibility of the audit committee chairman or the
        chairman of the board, as applicable, to determine if a conflict of interest
        exists or whether such situation is likely to impair the Covered Persons
        ability
        to perform his or her assigned duties with the Company, and if such situation
        is
        determined to present a conflict, to determine the necessary
        resolution.
 
 Loans
        are
        expressly prohibited from the Company to all directors and executive
        officers.
 
 **IV.** **Compliance
        With Applicable Laws, Rules And Regulations**
 
 Full
        compliance with letter and the spirit of all applicable governmental laws,
        rules
        and regulations, and applicable rules and listing standards of any national
        securities exchange on which the Company’s securities may be listed, is one of
        the foundations on which this Company’s ethical policies are built. All
        directors and executive officers of the Company must understand and take
        responsibility for the Company's compliance with the applicable governmental
        laws, rules and regulations of the cities, states and countries in which
        the
        Company operates, and for complying with the applicable rules and listing
        standards of any national securities exchange on which the Company’s securities
        may be listed.
 
 **V.** **Rules
        To Promote Full, Fair, Accurate, Timely and Understandable
        Disclosure**
 
 As
        a
        public company, the Company has a responsibility to report financial information
        to security holders so that they are provided with accurate information in
        all
        material respects about the Company’s financial condition and results of
        operations. It is the policy of the Company to fully and fairly disclose
        the
        financial condition of the Company in compliance with applicable accounting
        principles, laws, rules and regulations. Further, it is the Company’s policy to
        promote full, fair, accurate, timely and understandable disclosure in all
        Company reports required to be filed with or submitted to the Commission,
        as
        required by applicable laws, rules and regulations then in effect, and in
        other
        public communications made by the Company.
 
 Covered
        Persons may be called upon to provide or prepare necessary information to
        ensure
        that the Company’s public reports are complete, fair and understandable. The
        Company expects Covered Persons to take this responsibility seriously and
        to
        provide accurate information related to the Company’s public disclosure
        requirements.
 
 All
        books
        and records of the Company shall fully and fairly reflect all Company
        transactions in accordance with accounting principles generally accepted
        in the
        United States of America, and any other financial reporting or accounting
        regulations to which the Company is subject. No entries to the Company’s books
        and records shall be made or omitted to intentionally conceal or disguise
        the
        true nature of any transaction. Covered Persons shall maintain all Company
        books
        and records in accordance with the Company’s established disclosure controls and
        procedures and internal controls for financial reporting, as such controls
        may
        be amended from time to time.
 
 All
        Covered Persons must report any questionable accounting or auditing matters
        that
        may come to their attention. This applies to all operating reports or records
        prepared for internal or external purposes, such as sales or backlog
        information. If any Covered Person has concerns or complaints regarding
        questionable accounting or auditing matters of the Company, Covered Person
        shall
        report such matters to his or her immediate supervisor. If the immediate
        supervisor is involved in the questionable accounting or auditing matter,
        or
        does not timely resolve the Covered Person’s concern, the Covered Person should
        submit their concerns to the principal executive officer or the principal
        financial officer. If the principal executive officer and the principal
        financial officer are involved in the questionable accounting or auditing
        matter, or do not timely resolve the Covered Person's concerns, the Covered
        person should submit his or her concern directly to the audit committee,
        if one
        be established, or to the board of directors in the absence of a designated
        audit committee. The reporting of any such matters may be done on a confidential
        basis, at the election of the Covered Person making the report.
  2
 
 **VI.** **Corporate
        Opportunities**
 
 Directors
        and employees are prohibited from taking for themselves opportunities that
        are
        discovered through the use of Company property, information or position,
        or
        using Company property, information or position for personal gain. Directors
        and
        employees have a duty to the Company to advance its legitimate interest when
        the
        opportunity to do so arises.
 
 **VII.** **Confidentiality**
 
 Directors
        and employees must maintain the confidentiality of non-public, proprietary
        information regarding the Company, its customers or its suppliers, and shall
        use
        that information only to further the business interests of the Company, except
        where disclosure or other use is authorized by the Company or legally mandated.
        This includes information disseminated to employees in an effort to keep
        them
        informed or in connection with their work activities, but with the instruction,
        confidential labeling, or reasonable expectation that the information be
        kept
        confidential.
 
 **VIII.** **Trading
        on Inside Information**
 
 Inside
        information includes any non-public information, whether favorable or
        unfavorable, that investors generally consider important in making investment
        decisions. Examples including financial results not yet released, imminent
        regulatory approval/disapproval of an alliance or other significant matter
        such
        as the purchase or sale of a business unit or significant assets, threatened
        litigation, or other significant facts about a business. No information obtained
        as the result of employment at, or a director’s service on the Board of, the
        Company may be used for personal profit or as the basis for a “tip” to others,
        unless such information is first made generally available to the
        public.
 
 **IX.** **Protection
        and Proper Use of Company Assets**
 
 Directors
        and employees should protect the Company’s assets and ensure their efficient
        use. Theft, carelessness and waste have an adverse impact on the Company
        and its
        profitability. Company assets may only be used for legitimate Company business
        purposes.
 
 **X.** **Intellectual
        Property**
 
 The
        Company expends a great deal of time, effort and money to protect our
        intellectual property. We are sensitive to issues regarding the improper
        use of
        our intellectual property and avoiding the improper use of intellectual property
        of others, including but not limited to copyrights, trademarks, trade secrets
        and patents. In fulfillment of our legal obligations with respect to
        intellectual property rights, the Company adheres to copyright laws, including
        the application of those laws to copyrighted work in print, video, music,
        computer software or other electronic formats. Employees must not make any
        unauthorized reproduction of any copyrighted work.
 
 **XI.** **Reporting
        Violations of the Code**
 
 Any
        Covered Person who becomes aware of any violation of this Code must promptly
        bring the violation to the attention of the appropriate party as follows:
        directors, the Company’s principal executive officer and the principal financial
        officer shall report on a confidential basis any violations to the chairman
        of
        the audit committee, if one be created, and in the absence of an audit
        committee, to the chairman of the board of directors of the Company; Executive
        officers and employees of the Company shall report any violations to the
        Company’s principal executive officer or principal financial
        officer..
 
 **XI.** **Compliance
        with the Code**
 
 All
        issues of non-compliance with this Code will be reviewed and evaluated according
        to the circumstances and severity of the problem. Senior management will
        take
        such actions as it deems appropriate, which can include disciplinary action
        up
        to and including termination of employment, legal action, and other
        measures.
 
 **XIII.** **Waiver
        of the Code**
 
 Any
        waiver of this Code may be made only by the independent directors on the
        board
        of directors, or by an authorized committee of the board of directors comprised
        solely of independent directors, and will be disclosed as required by law,
        Commission regulations, or the rules and listing standards of any national
        securities exchange on which the Company’s securities may be
        listed.
   3