Exhibit No. 14.1
Form 10-KSB
Ozolutions Inc.
File No. 0-31343

                                 OZOLUTIONS INC.

     CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

I.   INTRODUCTION

     This Code of Ethics for Principal  Executive and Senior Financial  Officers
(the "Code")  helps  maintain the standards of business  conduct for  Ozolutions
Inc.  (the  "Company"),   and  ensures   compliance  with  legal   requirements,
specifically  Section 406 of the  Sarbanes-Oxley  Act of 2002, and the SEC rules
promulgated  there  under.  The purpose of the Code is to deter  wrongdoing  and
promote  ethical  conduct.  The  matters  covered in this Code are of the utmost
importance to the Company, our shareholders and our business partners.  Further,
these are essential so that we can conduct our business in  accordance  with our
business values.

     The Code is applicable to the following persons, referred to as Officers:

     o    Our principal executive officer,

     o    Our principal financial officer,

     o    Our principal accounting officer or controller, and

     o    All professionals  serving in the roles of finance,  tax,  accounting,
          purchase,  treasury,  internal audit,  financial  analyst and investor
          relations.   Further,   this   includes  all  members  of  the  senior
          management,  the  members of the Audit  Committee,  and members of the
          Board of Ozolutions and its subsidiaries.

     Ethical business conduct is critical to our business. Accordingly, Officers
are  expected  to read and  understand  this Code,  uphold  these  standards  in
day-to-day  activities,   and  comply  with:  all  applicable  laws;  rules  and
regulations;  any code of conduct the  Company may adopt from time to time;  and
all applicable  policies and  procedures  adopted by the Company that govern the
conduct of its employees.

     Because  the  principles  described  in this Code are  general  in  nature,
questions  about  specific  matters or issues  should be  directed to either the
President or Chief Financial  Officer of the Company.  If the President or Chief
Financial  Officer have questions about specific matters or issues,  they should
direct their inquiry to the Chairman of the Company's Audit Committee.

     Nothing in this Code, in any Company  policies and procedures,  or in other
related  communications  (verbal or written),  creates or implies an  employment
contract or term of employment.



<PAGE>

     Officers  should sign the  acknowledgment  form at the end of this Code and
return the form to the HR department  indicating  that they have received,  read
and  understood,  and agree to comply with the Code.  The signed  acknowledgment
form will be located in each Officer's  personnel  files.  Each year, as part of
their annual review, Officers will be asked to sign an acknowledgment indicating
their continued understanding of the Code.

II.  HONEST AND ETHICAL CONDUCT

     We expect all Officers to act in accordance  with the highest  standards of
personal and professional integrity,  honesty and ethical conduct, while working
on the Company's premises,  at offsite locations where the Company's business is
being  conducted,  at Company  sponsored  business and social events,  or at any
other place where Officers are representing the Company.

     We  consider  honest  conduct  to be  conduct  that is free  from  fraud or
deception.  We consider ethical conduct to be conduct conforming to the accepted
professional standards of conduct. Ethical conduct includes the ethical handling
of actual or apparent  conflicts of interest  between  personal and professional
relationships. This is discussed in more detail in Section III below.

     In all cases,  if you are unsure about the  appropriateness  of an event or
action,  please  seek  assistance  in  interpreting  the  requirements  of these
practices.

III. CONFLICTS OF INTEREST

     An  Officer's  duty  to the  Company  demands  that  he or she  avoids  and
discloses  actual and apparent  conflicts  of  interest.  A conflict of interest
exists where the interests or benefits of one person or entity conflict with the
interests or benefits of the Company. Examples include:

     A. Employment/ Outside Employment.  In consideration of employment with the
Company,  Officers who are full time employees are expected to devote their full
attention to the business interests of the Company. Such Officers are prohibited
from  engaging  in any  activity  that  interferes  with  their  performance  or
responsibilities to the Company, or is otherwise in conflict with or prejudicial
to the Company.

     Our policy is to prohibit Officers from accepting  simultaneous  employment
with  suppliers,  customers,  developers or competitors of the Company,  or from
taking part in any activity that enhances or supports a  competitor's  position.
Additionally,  Officers  must  disclose to the Company's  Audit  Committee,  any
interest that they have that may conflict with the business of the Company.

     B.  Outside  Directorships.  It is a  conflict  of  interest  to serve as a
director of any company  that  competes  with the Company.  Officers  must first
obtain  approval  from  the  Company's  Audit  Committee   before   accepting  a
directorship.

                                       2

<PAGE>

     C.  Business  Interests.  If an Officer  is  considering  investing  in any
customer, supplier, developer or competitor of the Company, he or she must first
take  care  to  ensure  that  these   investments   do  not   compromise   their
responsibilities  to the Company.  It is our policy that  Officers  first obtain
approval from the Company's  Audit  Committee  before making such an investment.
Many factors  should be considered  in  determining  whether a conflict  exists,
including  the size and  nature of the  investment;  the  Officer's  ability  to
influence the Company's decisions; his or her access to confidential information
of the  Company  or of the other  company;  and the  nature of the  relationship
between the Company and the other company.

     D. Related  Parties.  As a general rule,  Officers should avoid  conducting
Company  business  with a  relative,  or with a business  in which a relative is
associated  in  any  significant  role.  Relatives  include  spouse,   siblings,
children, parents, grandparents,  grandchildren, aunts, uncles, nieces, nephews,
cousins, step relationships, and in-laws. The Company discourages the employment
of relatives of Officers in positions or assignments within the same department.
Further,  the Company  prohibits the employment of such individuals in positions
that have a financial  dependence  or  influence  (e.g.,  an auditing or control
relationship, or a supervisor/ subordinate relationship).

     E.  Payments or Gifts From  Others.  Under no  circumstances  may  Officers
accept any offer,  payment,  promise to pay, or  authorization to pay any money,
gift, or anything of value from customers, vendors,  consultants,  etc., that is
perceived  as  intended,  directly or  indirectly,  to  influence  any  business
decision, any act or failure to act, any commitment of fraud, or opportunity for
the  commitment of any fraud.  Inexpensive  gifts,  infrequent  business  meals,
celebratory  events and  entertainment,  provided that they are not excessive or
create  an  appearance  of  impropriety,  do not  violate  this  policy.  Before
accepting  anything  of value from an employee of a  government  entity,  please
contact  the  President  or  Chief  Financial  Officer  or,  in the  case of the
President  or Chief  Financial  Officer,  the  Chairman of the Audit  Committee.
Questions  regarding  whether a particular  payment or gift violates this policy
are to be directed to  President or Chief  Financial  Officer or, in the case of
the President or Chief Financial  Officer,  the Chairman of the Audit Committee.
Gifts given by the Company to suppliers or customers, or received from suppliers
or customers,  should be appropriate to the circumstances and should never he of
a kind that could create an appearance of impropriety.  The nature and cost must
always be accurately recorded in the Company's books and records.

     F. Corporate Opportunities. Officers may not exploit for their own personal
gain,  opportunities that are discovered through the use of corporate  property,
information or position, unless the opportunity is disclosed fully in writing to
the  Company's  Board  of  Directors  and the  Board  declines  to  pursue  such
opportunity.

     G. Other  Situations.  Because  other  conflicts of interest may arise,  it
would be impractical to attempt to list all possible  situations.  If a proposed
transaction or situation  raises any questions or doubts,  Officers must consult
President or Chief  Financial  Officer or, in the case of the President or Chief
Financial Officer, the Chairman of the Audit Committee. .

                                       3

<PAGE>


IV.  DISCLOSURE TO THE SEC AND THE PUBLIC

     Our policy is to provide full, fair,  accurate,  timely, and understandable
disclosure in reports and documents that we file with, or submit to, the SEC and
in our other public communications.  Accordingly,  our Officers must ensure that
they  and  others  in the  Company  comply  with  our  disclosure  controls  and
procedures, and our internal controls for financial reporting.

V.   COMPLIANCE WITH GOVERNMENTAL
     LAWS, RULES AND REGULATIONS

     Officers  must  comply with all  applicable  governmental  laws,  rules and
regulations.   Officers  must  acquire   appropriate   knowledge  of  the  legal
requirements  relating to their  duties  sufficient  to enable them to recognize
potential dangers,  and to know when to seek advice from more senior Officers or
the Audit  Committee.  Violations of  applicable  governmental  laws,  rules and
regulations may subject Officers to individual  criminal or civil liability,  as
well as to disciplinary  action by the Company.  Such individual  violations may
also subject the Company to civil or criminal liability or the loss of business.

VI.  VIOLATIONS OF THE CODE

     Part of an Officer's job, and of his or her ethical  responsibility,  is to
help  enforce this Code.  Officers  should be alert to possible  violations  and
report  this to  President  or Chief  Financial  Officer  or, in the case of the
President  or Chief  Financial  Officer,  the  Chairman of the Audit  Committee.
Officers must cooperate in any internal or external  investigations  of possible
violations.  Reprisal, threat, retribution or retaliation against any person who
has, in good faith,  reported a violation or a suspected  violation of law, this
Code or other  Company  policies,  or against any person who is assisting in any
investigation or process with respect to such a violation, is prohibited.

     Actual  violations  of  law,  this  Code,  or  other  Company  policies  or
procedures,  should be promptly reported to President or Chief Financial Officer
or, in the case of the President or Chief Financial Officer, the Chairman of the
Audit Committee.

     The Company will take appropriate  action against any Officer whose actions
are found to violate the Code or any other policy of the  Company.  Disciplinary
actions may include  immediate  termination  of employment at the Company's sole
discretion.  Where the Company has  suffered a loss,  it may pursue its remedies
against the individuals or entities responsible.  Where laws have been violated,
the Company will cooperate fully with the appropriate authorities.

VII. WAIVERS AND AMENDMENTS OF THE CODE

     We are  committed to  continuously  reviewing and updating our policies and
procedures.  Therefore,  this Code is subject to modification.  Any amendment or
waiver  of any  provision  of this  Code  must be  approved  in  writing  by the
Company's Board of Directors and promptly disclosed on the Company's website and

                                       4

<PAGE>

in applicable  regulatory  filings  pursuant to applicable laws and regulations,
together with details about the nature of the amendment or waiver.

VIII. ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
      SENIOR FINANCIAL OFFICERS

     I have  received  and read  the  Company's  Code of  Ethics  for  Principal
Executive and Senior Financial Officers (the "Code"). I understand the standards
and policies  contained in the Code and understand  that there may be additional
policies or laws specific to my job. I agree to comply with the Code.

     If I have questions  concerning the meaning or application of the Code, any
Company policies, or the legal and regulatory requirements applicable to my job,
I know I can consult the President or Chief Financial Officer or, in the case of
the President or Chief Financial  Officer,  the Chairman of the Audit Committee,
and  that my  questions  or  reports  to these  sources  will be  maintained  in
confidence.



_____________________________________
Officer Name


_____________________________________
Signature


_____________________________________
Date



Please sign and return this form to the HR department.

                                       5