EXHIBIT 14.1


                                 ZIM CORPORATION

                CODE OF ETHICS FOR WORLD-WIDE FINANCIAL OFFICERS


ZIM's commitment to professional conduct in financial management world-wide has
resulted in the Code of Ethics for World-wide Financial Officers. In addition to
being bound by the provisions of ZIM's Code of Business Conduct, the CEO and the
CFO, Treasurer and other senior financial officers performing similar functions
who have been identified by the CEO (collectively, the "World-wide Financial
Officers") are subject to the following additional specific policies
(collectively referred to as the "Code of Ethics"):

1.       The CEO and all World-wide Financial Officers are responsible for full,
         accurate, timely and understandable disclosure in the reports and
         documents that the Corporation files with, or submits to, the
         Securities and Exchange Commission and in other public communications
         made by the Corporation. Accordingly, it is the responsibility of the
         CEO and each World-wide Financial Officer to promptly bring to the
         attention of the Disclosure Committee any material information of which
         he or she may become aware that affects the disclosures made by the
         Corporation in its public filings.

2.       The CEO and each World-wide Financial Officer shall promptly bring to
         the attention of the CEO any information he or she may have concerning
         (a) significant deficiencies in the design or operation of internal
         controls which could adversely affect the Corporation's ability to
         record, process, summarize and report financial data or (b) any fraud,
         whether or not material, that involves management or other employees
         who have a significant role in the Corporation's financial reporting,
         disclosures or internal controls.

3.       The CEO and each World-wide Financial Officer shall act with honesty
         and integrity in the performance of his or her duties at the
         Corporation, shall comply with laws, rules and regulations of federal,
         state and local governments and other private and public regulatory
         agencies that affect the conduct of the Corporation's business and the
         Corporation's financial reporting.

4.       The CEO and each World-wide Financial Officer shall promptly bring to
         the attention of the CEO any information he or she may have concerning
         evidence of a material violation of the securities or other laws, rules
         or regulations applicable to the Corporation and the operation of its
         business, by the Corporation or any agent thereof, or any violation of
         this Code of Ethics.

5.       The CEO and each World-wide Financial Officer shall avoid actual or
         apparent conflicts of interest between personal and business
         relationships, such as holding a substantial equity (1% of a public
         company's outstanding stock), debt, or other financial interest in any
         competitor, supplier or customer of the Corporation, or having a
         personal financial interest in any transaction involving the purchase
         or sale by the Corporation of any products, materials, equipment,
         services or property, other than through Corporation-sponsored
         programs. Any such actual or apparent conflicts of interest shall be
         brought to the attention of the CEO.

6.       The Board of Directors shall determine, or designate appropriate
         persons to determine, appropriate actions to be taken in the event of
         violations of this Code of Ethics by the CEO and the Corporation's
         World-wide Financial Officers. Such actions shall be reasonably
         designed to deter wrongdoing and to promote accountability for
         adherence to this Code of Ethics, 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 re-assignment of
         the individual involved, suspension with or without pay or benefits and
         termination of the individual's employment.

7.       The CEO and each World-wide Financial Officer will respect the
         confidentiality of information acquired in the course of one's work and
         will not use the information for personal advancement.
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8.       The CEO and each World-wide Financial Officer will achieve responsible
         use of and control over all assets and resources employed and entrusted
         to them.

The Audit Committee of the Board of Directors shall consider any request for a
waiver of this Code and any amendments to this Code, and all such waivers or
amendments shall be disclosed promptly as required by law.