Exhibit 14.1

Code of Business Conduct and Ethics

# I. Statement of Policy

TMSF Holdings, Inc. (the
Company) is committed to the highest standards of legal and ethical business
conduct. This Code of Business Conduct and Ethics (the Code) summarizes the
legal, ethical and regulatory standards that the Company must follow and is a reminder to
our directors, officers and employees of the seriousness of that commitment. Compliance
with this Code and high standards of business conduct is mandatory for every director,
officer and employee of the Company. The Code should also be provided to and followed by
all of the Companys agents and representatives, including its consultants, to the
same extent required of directors, officers and employees of the Company.

Our business is becoming increasingly
complex, both in terms of the geographies in which we function and the laws with which we
must comply. To help our directors, officers and employees understand what is expected of
them and to carry out their responsibilities, we have created this Code of Business
Conduct and Ethics. While this Code covers a wide range of business practices and
procedures, it is not intended to be a comprehensive guide to all of our policies or to
all of your responsibilities under the applicable laws or regulations. Rather, this Code
sets out basic principles to help you resolve the ethical and legal issues that you may
encounter in conducting our business. As such, this Code functions as a guideline, or a
minimum requirement, that must always be followed.

We expect each of our directors,
officers and employees to read and become familiar with the ethical standards described in
this Code. Violations of the law, our corporate policies or this Code may lead to
disciplinary action, including termination of employment or service with the Company.

# We Insist on Honest and
Ethical Conduct

We have built our business through
the assistance of quality employees and representatives who adhere to the very highest
standards of honesty, ethics and fairness in our dealings with all of our business
contacts. We place the highest value on the integrity of our directors, our officers and
our employees, and demand this level of integrity in all our dealings. We insist on not
only ethical dealings with others, but on the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships.

# Competition and Fair
Dealing

All directors, officers and employees
are required to deal honestly and fairly with our customers, suppliers, competitors, other
employees and other third parties. We seek to outperform our competition fairly and
honestly. Stealing proprietary information, possessing trade secret information that was
obtained without the owners consent, or inducing such disclosures by past or present
employees of other companies is prohibited. No employee should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other intentional unfair practice.

# Conflicts of Interest;
Corporate Opportunities

Our directors, officers and employees
should not be involved in any activity that creates or gives the appearance of a conflict
of interest between their personal interests and the interests of the Company. A conflict
of interest occurs when an individuals private interest interferes in any way or may
appear to interfere with the interests of the Company as a whole. A conflict situation can
arise when a director, officer or employee takes actions or has interests that may make it
difficult to perform his or her work for the Company objectively and effectively.
Conflicts of interests may also arise when a director, officer or employee, or a member of
his or her family, receives an improper personal benefit as a result of his or her
position with the Company. Loans to, or guarantees of obligations of, employees and their
family members may create conflicts of interest.

It may be a conflict of interest for
a director, officer or employee to work simultaneously for a competitor, customer or
supplier. The best policy is to avoid any direct or indirect business connection with our
customers, suppliers or competitors, except on our behalf. In particular, except as
provided below, no director, officer or employee shall:

- be a consultant to, or a director,
officer or employee of, or otherwise operate an outside business that:
- markets products or services in
competition with our current or potential products and services;
- supplies products or
services to the Company; or
- purchases products or services from
the Company;
- accept any personal loan or guarantee
of obligations from the Company, except to the extent such arrangements have been approved
by the Counsel and are legally permissible; or
- conduct business on behalf of the
Company with immediate family members, which include your spouse, children, parents,
siblings and persons sharing your same home whether or not legal relatives.

Directors, officers and employees
must notify the Chairman of our Audit Committee of the existence of any actual or
potential conflict of interest. With respect to officers or directors, the Board may make
a determination that a particular transaction or relationship will not result in a
conflict of interest covered by this policy. With respect to all other employees or
agents, the Board may make such a determination. Any waivers of this policy as to an
officer or director may only be approved by the Board of Directors. If you are not sure
whether a potential matter constitutes a conflict of interest, please contact the
Companys Counsel, who will assist you in the determination.

# Confidentiality

Our directors, officers and employees
are entrusted with our confidential information and with the confidential information of
our suppliers, customers or other business partners. This information includes all
non-public information that might be of use to competitors, or harmful to the Company or
its customers, if disclosed, and may include (a) technical or scientific information about
current and future products, services or research, (b) business or marketing plans or
projections, (c) earnings and other internal financial data, (d) personnel information,
(e) supply and customer lists and (f) other non-public information that, if disclosed,
might be of use to our competitors, or harmful to our suppliers, customers or other
business partners. This information is our property, or the property of our suppliers,
customers or business partners, and in many cases was developed at great expense.

Our directors, officers and employees
must maintain the confidentiality of confidential information entrusted to them by the
Company, its suppliers, customers or other business partners, except when disclosure is
authorized by the Counsel or is otherwise required by applicable laws or regulations. This
obligation to preserve confidential information continues even after your employment ends.
In connection with this obligation, some employees may have executed a confidentiality
agreement when he or she began his or her employment with the Company. Please see your
confidentiality agreement, if any, and the Companys employee handbook for further
information regarding your responsibilities in this area.

# Protection and Proper
Use of Corporation Assets

All directors, officers and employees
should endeavor to protect the Companys assets and ensure their efficient use.
Theft, carelessness and waste have a direct impact on the Companys profitability.
Any suspected incident of fraud or theft should be immediately reported for investigation.
Company equipment should not be used for non-Company business, though incidental personal
use may be permitted.

The obligation to protect the
Companys assets includes its proprietary information. Proprietary information
includes intellectual property such as trade secrets, patents, trademarks, and copyrights,
as well as business, marketing and service plans, engineering and manufacturing ideas,
designs, databases, records, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information would violate Company
policy, could be illegal and may result in civil or even criminal penalties.

# Corporate Opportunities

Employees, officers and directors are
prohibited from taking for themselves personally opportunities that are discovered through
the use of corporate property, information or position without the consent of the Board of
Directors. No employee may use corporate property, information or position for improper
personal gain, and no employee may compete with the Company directly or indirectly.
Employees, officers and directors owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.

# Provide Full, Fair,
Accurate, Timely and Understandable Disclosure

We are committed to providing our
stockholders and investors with full, fair, accurate, timely and understandable disclosure
in the reports that we file with the Securities and Exchange Commission. You must take all
steps available to assist the Company in these responsibilities. To this end, our
directors, officers and employees shall:

- not make false or misleading entries
in our books and records for any reason;
- notify our Chief Financial Officer if
they become aware of an unreported or questionable transaction;
- maintain a system of internal
accounting controls that will provide reasonable assurances to management that all
transactions are properly recorded;
- prohibit the establishment of any
undisclosed or unrecorded funds or assets;
- maintain a system of internal
controls that will provide reasonable assurances to our management that material
information about the Company is made known to management, particularly during the periods
in which our periodic reports are being prepared; and
- present information in a clear and
orderly manner and avoid the use of unnecessary legal and financial language in our
periodic reports.

# Special Ethical
Obligations for Employees with Financial Reporting Responsibilities

Our Chief Executive Officer, Chief
Financial Officer, controller, or other persons performing similar functions
(collectively, the Principal Officers), each bear a special responsibility for
promoting in integrity throughout the Company. Furthermore, each of our Principal Officers
have specific responsibilities with respect to the Companys financial reporting and
public disclosures. Because of this special role, our Principal Officers are bound by the
following Financial Officer Code of Ethics, and each agrees that he or she will:

- Act with honesty and integrity, including the ethical handling of actual or apparent
conflicts of interests between personal and professional relationships;
- Comply with all applicable laws, rules and regulations of federal, state, provincial and
local governments, and other appropriate private and public regulatory agencies applicable
to the performance of his or her duties with the Company;
- Comply with the Companys established accounting procedures, system of internal
controls and generally accepted accounting principles;
- Promptly disclose to the Audit Committee any significant deficiencies in the design or
operation of the Companys internal controls impacting the collection and reporting
of financial data and any fraud involving management or other employees who play a
significant role in the Companys internal controls; and
- Provide information that is accurate, complete, objective, relevant, timely and
understandable to ensure full, fair, accurate, timely and understandable disclosure in
reports and documents that the Company files with, or submits to, governmental agencies,
including the Securities and Exchange Commission, and in other public communications made
by the Company.

# V. We Comply With all
Laws, Rules and Regulations

We are committed to full compliance
with the laws and regulations of the cities, states and countries in which we operate. We
expect all of our directors, officers and employees to obey the law. Specifically, we are
committed to:

- maintaining a safe and healthy work
environment;
- promoting a workplace that is free
from discrimination or harassment based on race, color, religion, sex, age, national
origin, disability or other factors that are unrelated to the Companys business
interests;
- supporting fair competition and laws
prohibiting restraints of trade and other unfair trade practices;
- conducting our activities in full
compliance with all applicable environmental laws;
- prohibiting any illegal payments, gifts
or gratuities to any government or government employee;
- prohibiting the unauthorized use,
reproduction, or distribution of any third partys trade secrets, copyrighted
information or confidential information; and
- complying with all applicable state
and federal securities laws.
- Our directors, officers and employees
who have access to material, nonpublic information about the Company are not permitted to
use or share that information for stock trading purposes or for any other purpose except
in the conduct of our business. All non-public information about the Company should be
considered confidential information. To use non-public information for personal financial
benefit or to tip others who might make an investment decision on the basis of
this information is not only unethical but also illegal.
- Any director, officer or employee who
violates the law or this Code may be subject to immediate disciplinary action, including
possible termination of employment or affiliation with the Company.

# VI. Compliance
Procedures; Reporting Violations; and Effect of Violations

Compliance with this Code, first and
foremost, is the individual responsibility of every director, officer and employee. We
attempt to foster a work environment in which ethical issues and concerns may be raised
and discussed with supervisors or with others without the fear of retribution. It is our
responsibility to provide a system of reporting and access when you wish to report a
suspected violation, or to seek counseling, and the normal chain of command cannot, for
whatever reason, be used.

# Administration

Our Board of Directors and Audit
Committee have established the standards of business conduct contained in this Code and
oversee compliance with this Code. This Code will be included in the orientation of new
employees and provided to existing directors, officers and employees on an on-going basis.
To ensure familiarity with the Code, a copy of this Code will be provided to each
director, officer and employee every year.

# Reporting Violations and
Questions

Directors, officers and employees
must promptly report, in person or in writing, any known or suspected violations of laws,
governmental regulations or this Code to either, the Companys Counsel, at 727 West
Seventh St. Suite 850 Los Angeles, CA 90017 or the Audit Committee of the Board of
Directors at: 727 West Seventh Street Suite 850 Los Angeles CA 90017. If you are concerned
about maintaining anonymity, you may, in accordance with the Companys whistle-blower
policy, send correspondence to the above addresses.

# No Retaliation

We will not allow any retaliation
against a director, officer or employee who acts in good faith in reporting any violation.
Our Counsel will investigate any reported violations and will determine an appropriate
response, including corrective action and preventative measures, involving the Chair of
the Audit Committee or Chief Executive Officer when required. All reports will be treated
confidentially to every extent possible.

# Internal Investigation

When an alleged violation of the Code
is reported, we shall take prompt and appropriate action in accordance with the law and
regulations otherwise consistent with good business practices. If the suspected violation
appears to involve either a possible violation of law or an issue of significant corporate
interest, or if the report involves a complaint or concern of any person, whether
employee, a stockholder or other interested person regarding the Companys financial
disclosure, internal accounting controls, questionable auditing or accounting matters or
practices or other issues relating to our accounting or auditing, then the investigator
should immediately notify the Counsel. If a suspected violation involves any director or
executive officer or if the suspected violation concerns any fraud, whether or not
material, involving management or other employees who have a significant role in the
Companys internal controls, the investigator, or any person who received such report
should immediately report the alleged violation to the Counsel and/or the Chairman of the
Audit Committee. The Counsel or the Chairman of the Audit Committee, as applicable, shall
assess the situation and determine the appropriate course of action. At a point in the
process consistent with the need not to compromise the investigation, a person who is
suspected of a violation shall be apprised of the alleged violation and shall have an
opportunity to provide a response to the investigator.

# Retention of Reports and
Complaints

All reports or complaints made to or
received by the Counsel or the Audit Committee shall be logged into a record maintained
for a period of five (5) years.

# Consequences of a
Violation

Directors, officers and employees
that violate any laws, governmental regulations or this Code will face appropriate, case
specific disciplinary action, which may include demotion or immediate discharge.

# At Will Employment

Nothing in this Code shall confer
upon employees any right to continue in the employment of the Company for any period of
specific duration or interfere with or otherwise restrict in any way the rights of the
Company (or any parent or subsidiary of the Company employing or retaining the employee)
or of the employee, which rights are hereby expressly reserved by each, to terminate
employees service with the Company at any time for any reason, with or without
cause.

# Waivers of the Code of
Ethics

Any waiver of this Code for executive
officers or directors may be made only by the Board of Directors and will be promptly
disclosed as required by law or stock exchange regulations.

# VII. Publication of the
Code

The most current version of this Code
will be posted and maintained on the Companys website.