Exhibit
14.1


ENERGROUP
HOLDINGS CORP


CODE
OF ETHICS








I.
            Introduction


This Code
of Ethics (“the Code”) is applicable to all employees, officers, consultants and
board members (“employees”) of Energroup Holdings Corp. and all of its
subsidiaries and affiliates (“the Company”).





“Affiliates”
means the companies that are controlled by the Energroup Holdings Corp or the
companies to which Energroup Holdings Corp has the decision making authority
through all arrangements.





In
accordance with Section 406 of the Sarbanes – Oxley Act of 2002, the Code serves
as the Company’s guidebook of business ethics. Compared to laws and regulations
applicable to common business acts, the Code sets higher requirements and
standards that the Company promises to comply with.





II.
            General
      Principles


The Code
has the following general principles:


1.
            Compliance
      of laws and regulations


The
Company and the employees must comply with all applicable federal, state, and
local laws, regulations, rules, and regulatory orders.


2.
            Honesty
      and morality


The
Company promises to act by the upmost standard of honesty and morality in
transactions with shareholders, employees, clients, suppliers, communities,
governments and general public, even when a conflict of interest occurs in the
transaction.


3.
            Adequate
      and faithful disclosure


The
Company promises to make complete, adequate, accurate, prompt and understandable
disclosure of information in its statements and reports submitted to the
governmental supervisors and any other public agencies.





The
execution of the Code shall be enforced in all levels of the Company. It is the
employees’ responsibility to be educated of the Code, to comply with the Code
and to ensure compliance of others.





III.
            Applicable
      Laws and Regulations


The
Company’s policies shall, literally or substantially, comply with all applicable
laws and regulations, which include but not limited to laws and regulations on
security, labor and employment, corruption and bribery, copyright, trademark,
trade secret, privacy, private agreement, gifts and benefits, harassment,
employee health and safety, fraud or misleading financial information, and
embezzlement or misuse of company property.








Any
employee, who cannot make sure whether an event of discordance of applicable
laws, regulations, binding policies or company rules occurs, shall report the
event to and discuss it with the department manager, officers of human resource
or legal department, or CEO. The failure to do so constitutes as a violation of
the Code.





IV.
            Employee
      Relationships


1.
            Relationship
      between the Company and employees


The
employment is subject to national laws and employment agreements. When the local
laws disagree with the national laws or employment agreements, the local laws
prevail.


2.
            Working
      environment


The
Company commits itself to creating a working environment of mutual respect and
trust. All employees have the duty to maintain good faith and active
attitude.


3.
            Harassment


The
Company provides a working environment in which everyone is treated with due
respect. Acts of disrespect, such as improper rage, violence, duress, threaten
or any form of confrontation, shall not be allowed. The Company forbids any form
of harassment, verbal or non-verbal, toward employees conducted by any member of
the management, non-management or outsiders, including but not limited to
offensive flirtation, insulting or discriminating words, or displaying of
sexually suggestive visuals.


4.
            Discrimination


The
Company shall treat all employees equally, except for treatment related to
working performance. The Company’s decisions on hiring, employment, training,
promotion and salary shall not be based on the employees’ race, nationality,
religion, sex, age, complexion, physical deformity, experience, marriage status
or any other legally protected factors.


5.
            Prohibition
      of smoking and drinking


Any
employee shall not smoke in any areas other than the smoking area within the
Company. Moderate drinking is allowed only in Company’s ceremonies or welcoming
events after approval.


6.
            Safety


The
Company shall comply with safety regulations and take reasonable measures to
protect employees from hidden dangers.


7.
            Employees’
      privacy


Employees’
privacy shall be respected. Employees’ acts after work shall not be supervised
or watched, except when the lack of such supervision will influence employees’
work performance, the Company’s prestige or legitimate profits.


8.
            Open
      communication


Any
disagreement shall be openly communicated to the Company.




2


9.
            Treatment
      to employees


The
Company values the employees as the owner of the Company and adopts equal
assessing and rewarding treatment so as to maintain a longstanding and efficient
working environment. The employees is the key to success.


10.
            Conflict
      of interest


The
Company requires the employees to work with honesty and good faith, and avoid
conflict of interest in all efforts. A conflict of interest arises any time an
employee’s personal interests or activities influence his or her ability to act
in the best interests of the Company. All employees must discharge their
responsibilities solely on the basis of what is in the best interest of the
Company and independent of personal consideration or relationships. For more
detailed regulations concerning conflict of interest, please read the Avoidance
of Conflict of Interest. Besides the prohibited acts in the Avoidance of
Conflict of Interest, any direct or indirect offer or arrangement of credit in
the form of personal loan to the directors or member of management by Baidu.com,
Inc shall be prohibited.


11.
            Illegal
      or improper act


Prohibited
illegal or improper act includes but not limited to:


·
            Any
      act that violates the laws and regulations, disaccords with public
      morality, or involves with dishonesty or breach of duty to an extent of
      violation of law.


·
            Multiple
      failures to fulfill work duty, including failure of obeying the order from
      the board of director or manager.


·
            Failure
      to disclose supplementary or private agreement outside principal agreement
      to any agent, customer, supplier or
partner.


·
            Any
      other improper act that may or is likely to harm the reputation or benefit
      of the Company.


·
            False
      statement made to the Company regarding personal experience or heath
      condition.


·
            Hazardous
      comment or defamation of the Company, coworkers or business partners made
      without authorization in the name of the Company or an
      individual.


12.
            Defraud
      and similar action against the laws and
  regulations


Any
employee, who is aware of any defraud or other actions that may result in false
accounting, recording or misleading registration, including but not limited to
any act prohibited by the Prohibition of Private Agreement, the Avoidance of
Conflict of Interest, Confidentiality and Disclosure Rules and Regulation on
Material Disclosure of Non-Public Information and Insider Trading, shall report
to the Company according to the Reporting
Procedures.





V.
            Unfair
      Competition


The
Company and its employees shall not compete through improper means, or fabricate
or disseminate false information so as to harm the reputation of the Company’s
competitors. The Company and its employees shall not infringe the trade secret
of the competitors by illegal means. Trade secret means the undisclosed or
protected technological or financial information that has economic value or may
accrue profit to the competitors.





3


VI.
            Illegal
      or Improper Payment


The
Company’s business conduct shall be in accordance with its principle of fair
trade. The Company and its employees shall not conduct bribery in order to sell
the products by offering money or by any other means. It is also a bribery to
offer an off-the-book kickback.





Any
discount, including but not limited to commission and property, shall be offered
expressly accompanied with documentations and notice of accounting to financial
department.





VII.
            Public
      Disclosure, Accounting Management, Procedures and
  Records


1.
            Complete,
      adequate, accurate, prompt and understandable
  disclosure


The
integrity of our records and public disclosures depends on the accuracy,
completeness, and validity of the information supporting the entries to our
books and records. As a public company, the Company shall disclose its financial
status and any other important information related to the operation of the
Company to the public investors and SEC. The Company guarantees that all its
disclosure to government agencies and other public agencies, including but not
limited to disclosure of information concerning the Company’s operation,
business and finance, be complete, adequate, accurate, prompt and
understandable.





The
Company and its employees shall comply with all applicable laws and regulations
of auditing, reporting, estimating and budgeting. Inaccurate, incomplete or
untimely reporting that may harm the Company’s benefit shall be prohibited and
be subject to legal liability.





To meet
the requirement on disclosure of information:


·       The
Company is committed to design and operate an internal accounting procedure so
as to ensure the proper authorization and record of all inside transactions as
well as the Company’s compliance of laws and regulations. The Company’s internal
control measures includes but not limited to policy-making, supervisor
examinations and control, budget control and other inspections and
auditing.


·       The
Company is committed to design and operate a disclosure procedure so as to
ensure that the Company makes proper disclosure in accordance with laws and
regulations.





4


All
employees shall be aware that it is every employee’s duty to comply with the
Company’s procedures on internal control and disclosure of information and
ensure the completeness, adequacy, accuracy and promptness of disclosure. Every
employee is required to be familiar with these procedures.





Employees
shall comply with principles, including but not limited to the
following:


·       All
transactions shall be made with proper authorization and be accurately and
completely recorded in the Company’s accounting records;


·       All
record of accounting and financial statements shall be in conformity with the
applicable laws and regulations. No false or misleading record is
allowed.


·       Transactions
shall be supported by appropriate documentation. Employees shall comply with all
requirements of the management or internal and external auditors.


·       No
employee shall keep information from the Company’s internal and external
auditors, or make false or misleading statement on purpose.


·       No
entry shall be made in our books and records that intentionally hides or
disguises the nature of any transaction or of any of our liabilities, or
misclassifies any transactions as to accounts or accounting
periods.





Employees
shall report any possibility of inaccurate or incomplete record,
especially:


·       Any
discordance between financial statement and actual transaction


·       Any
transaction without a proper business purpose


·       Any
request to evade inspection





2.
            Outside
      communication


The
Company values its credit and reputation. Any comment or report from investors
or press will have positive or negative influence to the Company. The Company’s
general policy is to provide prompt, accurate and complete information to
outsiders (press, analysts, etc.) at its request while comply with requirements
against selective disclosure of financial data and keep competitive and
exclusive information confidential. The Company has the following two rules on
communication:





(1)
            Fair
      disclosure and communication with the financial
  community


As a US
public company, the Company should comply with the fair disclosure regulations
in US security law (“Regulation FD”). Regulation FD provides that when an issuer
discloses material nonpublic information to certain individuals or
entities—generally, securities market professionals, such as stock analysts, or
holders of the issuer's securities who may well trade on the basis of the
information—the issuer must make public disclosure of that information. Any
material information shall be disclosed to all investors on an equal
basis.





5


Only the
manager of investor relations has the authority to disclose the Company’s
information at the request of securities market professionals or stockholders.
Any employee shall not directly communicate with investors (including but not
limited to stockholders, analysts, fund manager or potential investors)
regarding the Company’s disclosed or undisclosed information without the
approval of the manager of investor relations. Upon receipt of disclosure
request from stock market professionals or stockholders, an employee shall
inform the manager of investor relations.


(2)
            Communications
      with media


Any
employee shall not make public or non-public communication with media before
consulting the officer in charge of information disclosure. For instance, if a
customer posts a letter of complaint on a public bulletin board, an employee
shall report it to the officer in charge.





If the
press has questions or requests to the Company’s information, an employee shall
report to the manager of investor relations promptly.





The
employees shall read the Outside Communication Regulation so as to be
familiarized with the rules of conduct in communication to the
press.





VIII.
            Partners,
      Suppliers and Customers


1.
            Products
      and services


The
Company promises to conduct fair trading activities with its suppliers. The
Company chooses its suppliers based on a fair assessment of the price, service,
quality, reputation of the supplier and the long-term benefit of the Company
without any discrimination or defraud.





When
dealing with suppliers, no employee shall use his influence to obtain a
preferential treatment from a supplier. No employee shall accept or require
personal benefit from the Company’s suppliers or potential suppliers. Employees
shall keep confidential the offering price or product information of the
Company’s suppliers or potential suppliers.





Purchase
agreement shall be properly examined and approved. The agreement shall clarify
the services and products to be sold/purchased, calculation of payment, prices
and fees. The payment shall be matching to the services or
products.





6


2.
            Gifts
      or rewards


No
employee shall accept kickbacks, off-the-book commissions or any other personal
benefits, or offer briberies. Any giving or acceptance of gifts may be seen as
an improper infliction of influence.





No
employee’s families or employees shall accept gift or reward that imposes or is
likely to impose influence on business judgments or performance of
duties.





Employees
shall report to his supervisor and obtain an approval before accepting a gift.
The acceptance of gift shall be recorded by the human resource department. An
employee who is offered any benefit or reward shall report to his
supervisor.





Employees
can accept without reporting gifts that have no economic value, such as diary,
calendar, memo, etc.





Employees
shall reject the following gifts:


(1)
            Gifts
      that may cause unnecessary propaganda
effect.


(2)
            Gifts
      that impose influence on the Company or cause embarrassment to the
      Company.


(3)
            Gifts
      that impose restriction or obligation on the
  Company.


(4)
            Gifts
      that are in the form of cash


The
Company shall record its gifts or rewards to others.





3.
            Relationship
      with customers and potential
customers


The
Company is committed to fulfill all requirements of its customers. No employee
shall make false statement concerning the services or products of the Company or
its competitors. No employee shall make supplementary or private agreement with
customers or offer bribery in any form to government officers so as to get or
maintain customers.





4.
            Other
      regulations


Employees
shall comply with other regulations on business partner, supplier and customer,
including but not limited to Regulation Against Private Agreement.





IX.
            Protection
      of Company Information and Property


1.
            Disclosure
      of information


The
Company has made the Regulation Against Disclosure of Confidential Information
and the Regulation on Material Disclosure of Non-Public Information and Insider
Trading, so as to (1) prevent the confidential information of the Company’s
business and technology from being disclosed to a third party without
authorization and to (2) prevent the material undisclosed information that is
not subject to disclosure requirements from being disclosed or misused in
security trading.





7


2.
            Protection
      of the Company’s property


All
employees shall have the duty to protect the Company’s properties from being
lost, destroyed, misused or stolen. The Company’s properties include but not
limited to information, technology material, software, information resources,
buildings, devices and facilities, documentations and cash.





The
Company’s properties shall be only for business use, not for personal use. Any
employee whose employment is ending shall return the Company’s property,
including documentations.





Under the
terms of the employment, intellectual property created by employees using the
Company’s resources (including information) is entitled to the Company. In
addition, employees shall comply with the Regulation Against Disclosure of
Confidential Information regarding the intellectual property.





X.
Reporting of Violation and Rules Against Revenge


1.
            Reporting
      of violation


The
Company has made the Reporting Procedures. All employees have the duty to report
any known or suspect violating conduct accordingly to the appointed departments
or authorities.


2.
            Rules
      against revenge


No
employee shall take revenge to good faith reporting. The Company reserves the
right to punish the employee who makes hostile reporting, insulting reporting or
false reporting. Please read the Regulation Against Revenge for more detailed
information.





XI.
            Punishment
      on Violation of the Code


Any
violation of the Code or other regulations is subject to punishment. Violation
under the order of supervisor is not a defense. Punishment to the person in
charge includes dismissal.





XII.
            Amendment
      and Exemption


1.
            Amendment


The
Company’s human resource department shall examine the Code on a quarterly basis.
If necessary, amendment shall be made upon the approval of the board of
directors. All employees shall be notified of such amendments by writing (such
as email). The Code is available on the Company’s website. The human resource
department may provide relevant training.


2.
            Exemption


Exemptions
can only be granted in special occasions. Only the board of directors and its
appointed committee has the right to grant exemption to employee’s violating
conduct.





8


XIII.
            Questions


Employees
are encouraged to raise any question concerning the Code to the human resource
department, legal department and internal audit department.





XIV.
            All
      employees shall comply with all the Company’s regulations, including but
      not limited to Regulation Against Conflict of Interest, Regulation Against
      Disclosure of Confidential Information, Regulation on Material Disclosure
      of Non-Public Information and Insider Trading, Prohibition of Private
      Agreement, Reporting Procedures and Reporting and Rules Against
      Revenge.





XV.
            Date
      of Effect: July 1, 2008





Draft by
Human Resource Department, Internal Audit Department and Legal
Department


Approved
by the Board of Directors on July 1, 2008










9