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Exhibit 14.1

Racino Royale, Inc.

Code of Business Conduct

1. Introduction

In this Code of Business Conduct ("the Code"), the terms "Racino"
  and "Company" mean Racino Royale, Inc. and all of its subsidiaries. The policies
  and procedures set forth in this Code govern the conduct of every aspect of
  the business of Racino. While this Code provides a brief summary of the standards
  of conduct that are the foundation of Racino's business operations, it is not
  possible to cover all situations confronting Racino personnel in the day to
  day conduct of their many activities. Racino must rely on the individual judgment,
  common sense and personal ethical standards of all personnel to maintain a high
  standard of honesty and integrity in the conduct of Racino business.

This Code applies to all members of the Board of Directors (the
  "Board," with the members referred to herein as "Directors"), officers and employees
  of Racino and to all Racino business locations. Any violation of this Code must
  be promptly reported to management at the appropriate level, including, if necessary
  and appropriate, to a supervisor, the President, a Director or Directors, or
  a member or members of the Audit Committee of the Board (the "Audit Committee").
  The confidentiality of a report and the reporting person will be protected to
  the extent possible, consistent with the law and the requirements necessary
  to conduct an effective investigation of the conduct or matter, and no reporting
  person will suffer retaliation because of a report he or she makes in good faith
  and with respect to conduct or a matter which the reporting person reasonably
  believes constitutes a violation of this Code (except that appropriate disciplinary
  action may be taken against the reporting person if such person was involved
  in the violation).

2. General Policy

It is the policy of Racino to conduct its business in compliance
  with applicable governmental laws, rules and regulations, with honesty and integrity,
  in a manner which demonstrates respect for all people and with a strong commitment
  to the highest standards of ethics. Racino demands high standards of integrity
  and sound ethical judgment from its personnel at all times, and in performing
  their work for Racino all personnel must comply with all applicable governmental
  laws, rules and regulations.

3. Conflicts of Interest

Directors, officers and employees of Racino have a duty to avoid
  financial, business or other personal interests or relationships which might
  interfere, or even appear to interfere, with the interests of Racino or make
  it difficult to perform their Racino duties objectively and effectively. Directors,
  officers and employees should conduct themselves in a manner that avoids even
  the appearance of a conflict between their personal interests and those of the
  Company.

A conflict of interest situation may arise in many ways. It is
  not possible to discuss every circumstance that may lead to a conflict of interest,
  but the following examples are illustrative:

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(a) Owning or holding a substantial financial
  interest in a company which has material business dealings with Racino or which
  engages in any significant field of activity engaged in by Racino.

(b) Acting as a director, officer, consultant
  or employee for any business enterprise with which Racino has a competitive
  or significant business relationship, unless so requested or approved by the
  Company.

(c) Accepting gifts, payments, or services
  of significant value from those seeking to do business with Racino.

(d) Knowingly competing with Racino in
  the purchase or sale of property or diverting from Racino a business opportunity
  in which Racino has or is likely to have an interest.

(e) Placing of business with a firm owned
  or controlled by a Racino employee, officer or Director without the prior specific
  approval of the Audit Committee and the Board.

It is Racino's policy that actual or apparent conflicts of interest
  must be avoided, and any material transaction or relationship involving a potential
  conflict of interest must be approved in advance by the Board. In addition,
  all related party transactions of Racino must be reviewed and approved by the
  Audit Committee.

Conflicts of interest may also arise if an employee, officer
  or Director, or a member of his or her family, receives improper personal benefits
  as a result of his or her position with Racino. Company loans to or guarantees
  of obligations of such persons are of special concern, and personal loans to
  executive officers and Directors are prohibited by the Sarbanes-Oxley Act of
  2002. It is Racino's policy that such conflicts of interest involving improper
  personal benefits are prohibited. No loans may be made to any person for the
  purpose of exercising incentive stock options granted by the Company.

4. Unauthorized Use of Company Property and Services

No employee, officer or Director may use any Company property
  or services for his or her own personal benefit, or for the personal benefit
  of anyone else. It should be noted that, with regard to some activities, there
  are both personal and Company benefits. These would include, for example, employee
  participation in continuing education programs. Therefore, any employee use
  of Company property or services which is not solely for the Company's benefit
  must be approved beforehand by the employee's immediate supervisor. Computer
  work stations and computer software are provided for the furtherance of Company
  business only. The Company's computer facilities should not be utilized for
  individual or outside projects for any purpose without the specific permission
  of your immediate supervisor. The Company's software programs are in many instances
  proprietary to the Company or are utilized by the Company through license and
  usage agreements with outside authors. Software programs should not be copied
  or transmitted by any means to any third party for private usage.

5. Accounting Records

Financial statements and the books and records on which they
  are based must accurately reflect all corporate transactions. All receipts and
  disbursements of Company funds must be properly recorded in the books, and records
  must disclose the nature and purpose of

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the Company's transactions. All records and transactions are
  subject to review by internal and external auditors. Full cooperation with the
  auditors is expected and under no circumstances will any relevant information
  be intentionally withheld from them.

The following requirements apply to all Company records:

(a) No undisclosed or unrecorded fund
  or asset of the Company shall be established for any purpose.

(b) No false or artificial entries shall
  be made in the books and records of the Company for any reason, and no employee
  or officer shall engage in any arrangement that results in such prohibited act.

(c) All transactions shall be executed
  in accordance with management's general or specific authorization.

(d) Transactions shall be properly recorded
  to permit preparation of financial statements in accordance with generally accepted
  accounting principles and to maintain accountability for assets.

(e) No payment on behalf of the Company
  shall be approved or made with the intention or understanding that any part
  of such payment is to be used for any purpose other than that described by the
  documents supporting the payment.

Where any person associated with the Company becomes aware of
  an example of a breach of the statements above, they should bring this breach
  to their immediate supervisors attention or to the attention of the audit committee.

6. Political Contributions and Activities

Racino encourages its employees to maintain an interest in political
  matters, but recognizes that participation in politics is primarily a matter
  of individual choice. Involvement and participation in political activities
  must be on an individual basis, on the employee's own time, and at the employee's
  own expense. Further, when an employee speaks on public issues, it must be made
  clear that comments or statements made are those of the individual and not the
  Company.

No Company funds or assets, including the work time of any employee,
  will be contributed, loaned, or made available, directly or indirectly, to any
  political party or the campaign of any candidate for political office.

7. Trade Secrets and Confidential Information

With regard to trade secrets and confidential information of
  Racino, employees must be guided by loyalty to Racino and prudence in maintaining
  the secrecy of such trade secrets and confidential information. Employees should
  take care to refuse to allow the public or any other company, including our
  competitors, to obtain improper access to trade secret and confidential information.
  The following policies should be followed:

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(a) Confidential information and trade
  secrets should be discussed only on a need-to-know basis with other employees.

(b) Be careful to avoid inadvertent
  disclosures of information in the course of social conversations or normal business
  relations with suppliers and customers.

(c) Any disclosure of trade secret or
  confidential information outside of the Company should be done only when appropriate
  protective agreements have been signed which have been approved by Racinos
  attorneys.

8. Employee Relations

Racino's policy is to provide good jobs and to operate under
  sound and legal personnel policies. Our objective is to be equitable and fair
  in the treatment of all our employees in all situations. This includes the following:

(a) The selection and placement of any
  employee is based on that employee's qualifications, and such decisions are
  always made without regard to race, religion, national origin, sex, age or physical
  or mental disabilities (so long as the employee/applicant is qualified for and
  can perform the job).

(b) Compensation shall be in accordance
  with the employee's contribution to the Company, and compensation decisions
  shall also be made entirely independent of the considerations listed above.

(c) The Company will make every effort
  to provide a safe and healthy work environment for all employees. The Company
  will not tolerate any sexual harassment in the workplace, and appropriate disciplinary
  action will be taken should any instances of sexual harassment be discovered.

9. Drug and Alcohol Abuse

Company policy precludes the use or possession of any illegal
  drugs on Company property. Employees are also prohibited from being on Company
  property under the influence of illegal drugs. Alcohol may not be brought or
  consumed on Company property without the consent of the executive officer of
  the Company and such consent will be given normally only for social functions
  such as a christmas party or retirement party, if then.

10. Consultants

Racino's policy is that all consultants that we retain should
  abide by the same code of business conduct as our employees. It is the responsibility
  of any Company employee retaining a consultant for any purpose to make sure
  the consultant is aware of our Code and agrees to abide by all of its provisions.

11. Disclosures in SEC Reports and Other Public Communications

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The United States Securities and Exchange Commission (the "SEC")
  requires prompt public disclosure of material information about the Company.
  It is Racino's policy that all disclosures to the public, including disclosures
  in reports and documents that the Company files with or submits to the SEC,
  press releases, speeches and investor and other public communications by the
  Company, will be full, fair, accurate, timely and understandable.

12. Insider Trading

Directors, officers and employees must not use for personal gain,
  or reveal outside of the Company, material information which is neither known
  nor available to the general public. Where doubt exists as to the advisability
  or disclosure, employees should seek guidance from an executive officer of the
  Company.

13. Discipline and Compliance

Failure to comply with this Code may result in disciplinary actions,
  including warnings, suspensions, termination of employment or such other actions
  as may be appropriate under the circumstances. The responsibility for compliance
  with this Code, including the duty to seek interpretation when in doubt,
  rests with each person subject to this Code.

14. Searches

Racino policy allows the use of any lawful method of investigation
  which Racino believes is necessary to determine whether any person has engaged
  in conduct that interferes with or adversely affects Racino's business. This
  includes the theft of any Company property or any property of any Company employee
  or visitor. It also includes suspicion of possession of drugs, alcohol, firearms
  or anything else, the possession of which on Company property is prohibited
  or restricted. All Company employees are expected to participate in Racino's
  reasonable security efforts. Failure to do so may result in disciplinary action,
  including dismissal.

15. Questions and Interpretations

Routine questions concerning this Code should be directed to
  the employee's immediate supervisor. Requests for specific interpretations of
  this Code should be referred to any officer of the Company. The Code is intended
  to provide a general statement of Company policies and to provide guidance to
  Racino personnel. No representation is made, however, either express or implied,
  that the policies stated in the Code are all the relevant policies, nor that
  they are a comprehensive, full or complete explanation of the laws, rules and
  regulations which are applicable to the Company and its personnel.

16. Changes to or Waivers from the Code

The Board shall review this Code as circumstances dictate, and
  when necessary or desirable amend the Code to ensure that Racino continues to
  comply with applicable laws, rules and regulations, including those of the SEC.

Any changes to this Code and any waiver from this Code, including
  an implicit waiver resulting from inaction with respect to a reported or known
  violation of this Code, for an executive officer or Director of Racino may be
  made only by the Board in writing and shall be promptly disclosed to Racinos
  corporate counsel, shareholders and others as

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required by law and SEC rules and regulations. Any other change
  or waiver may be made only by an executive officer of Racino or the Board.

17. Summary

It is expected that all Racino personnel will transact the Company's
  business with the highest standards of integrity. By maintaining a sensitivity
  to and an awareness of the ethical aspects of business, we can ensure that our
  business conduct in all respects is exemplary. Racino and its employees enjoy
  an outstanding reputation. Adherence to this Code will uphold and enhance that
  reputation.

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