Exhibit
14.1
  INTERNATIONAL
STAR, INC.


CORPORATE
CODE OF ETHICS


FOR
DIRECTORS AND EXECUTIVE OFFICERS





Adopted
March 30, 2010





I. PURPOSE AND
ROLE





This
Corporate Code of Ethics (the “Code”) of International Star, Inc. (the
“Company”) is intended to focus the Board of Directors and management on areas
of ethical risk, to provide guidance to help recognize and deal with ethical
issues, to provide mechanisms to report unethical or unlawful conduct, and to
help enhance and formalize our culture of integrity, honesty and
accountability.  This Code is also designed to establish the policies
and appropriate standards concerning business conduct, responsibilities and
conflicts of interest.





This Code
applies to: (i)  members of the Company’s Board of Directors (the
“Directors”) and (ii) the Company’s President, Secretary, Treasurer, any person
acting as or performing functions similar to principal executive officer,
principal financial officer, principal accounting officer or controller, and all
other Section 16 reporting executive officers (the “Executive
Officers”).





II. WAIVERS





Any
waiver of Parts III. A. and B. of this Code may be made only by the Directors
and shall be promptly disclosed in accordance with the rules and regulations
promulgated by the SEC.  The Board of Directors shall carefully
evaluate any requested waiver and shall ensure that all waivers of the Code will
not harm the Company or its reputation.  The Board will not grant any
waivers of the requirements of Parts III.C. through III.G. of this
Code.





III. POLICIES


A.Conflicts of
Interest





The
Company requires disclosure of related-party transactions and conflicts of
interest, and seeks to avoid such transactions as well as the appearance of
conflicts, where practicable.  A conflict of interest occurs when the
private interests, business affairs or financial interests of an individual
Director or Executive Officer, or of his or her immediate family, interfere with
the interests, assets, or business of the Company as a
whole.  Potential conflicts must be fully and promptly disclosed to
the Company’s Legal Counsel.




B.Corporate
Opportunities





Directors
and Executive Officers owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.  This Code
prohibits:  (i) taking personally, participating or investing in on a
personal basis, or diverting to others any business or investment opportunities
that the Director or Executive Officer discovers through the use of corporate
property, information or position or that are discovered or disclosed in the
course of the Company’s business;  (ii) using Company property,
information or position for personal gain; and (iii) competing with the
Company.




C.Confidentiality





Directors
and Executive Officers of the Company should maintain the confidentiality of
information entrusted to them by the Company (or its subsidiaries), except when
disclosure is authorized or legally mandated.  Confidential
information includes all non-public information that might be of use to
competitors, or harmful to the Company or its subsidiaries, if
disclosed.









D.Fair
Dealing





Each
Director and Executive Officer of the Company should endeavor to deal fairly
with the Company’s customers, vendors, competitors and employees.  Any
attempt by a Director or Executive Officer to take unfair advantage of another
through fraud, illegal activity, or any other unfair-dealing practice is
prohibited.




1. Gifts and
Entertainment





No
Director or Executive Officer, nor any member of his or her family, may accept
from a vendor or customer money or a gift that is, or could reasonable be
considered to be, intended to influence his or her behavior toward that vendor
or customer.  However, a gift of $100.00 or less may be accepted when
it is customarily offered to others by the vendor or customer.





Any money
or gifts, as prohibited under the preceding paragraph, received by a Director or
Executive Officer in person or by other means at work, home or elsewhere should
be sent to the President or Secretary.  Appropriate arrangements will
be made to return or dispose of what has been received, and the vendor or
customer will be reminded of the Company’s policy on gifts.





Entertainment
should be viewed in the same way as gifts.  An occasional meal or
outing with a vendor or customer at their expense is permissible if there is a
valid business purposed involved and the expense is not
extravagant.




2. Questionable
Payments





Every
Director and Executive Officer is responsible for keeping accurate books and
records regarding Company assets and funds.  All receipts and
disbursements are to be fully and accurately described.  No Director
or Executive Officer may participate in any way in unethical receipts or payment
of Company funds or the maintenance of any unrecorded cash or noncash funds for
the purpose of any such receipts or payments.  The Company will not
take part in any improper payments to government officials, bribes or kickbacks,
or influence payments.




3. Financial
Strength and Integrity





We are in
business to create value for our shareholders.  It is very important
to our investors that the information they receive is accurate and properly
reflects the financial condition and results of operations of the
Company.  The books and records of the Company are to be kept in a
manner whereby an accurate and auditable record of all financial transactions is
maintained.





Our
management as well as our independent public accountants help to ensure that all
of the Company’s books and records are accurate.  Directors and
Executive Officers are to cooperate fully with these groups and provide complete
and accurate information to them.





E.Protection and Proper Use of
Company Assets





Directors
and Executive Officers should protect the Company’s assets and seek to ensure
the proper use of the Company’s and its subsidiaries’ property, information,
resources, materials, facilities, and equipment.  All assets should be
used and maintained with reasonable care and respect, guarding against waste and
abuse.  Directors and Executive Officers should be cost-conscious and
alert to opportunities to improve performance while reducing
costs.  All Company assets should be used for legitimate business
purposes.




2




F.Compliance with Laws, Rules
and Regulations





Directors
and Executive Officers will conduct the business of the Company in accordance
with all applicable laws, rules and regulations, and shall comply with
applicable policies and procedures of the Company, including this
Code.





G.Reporting of Illegal or
Unethical Behavior





Directors
and Executive Officers must discuss with the Company’s Legal Counsel any
knowledge or suspicion of violations of any laws, rules or regulations or any
violations of this Code.





IV. COMPLIANCE
STANDARDS AND PROCEDURES





This Code
is designed to provide a method for Directors, Executive Officers and employees
to report conduct that they suspect violates this Code.  The Company
encourages participation by all Directors, Executive Officers and employees in
this effort.





If
actions have taken place, may be taking place, or may be about to take place
that violate any law, rule or regulation or any provision of this Code, it
should be brought to the attention of an appropriate supervisor or the Company’s
Legal Counsel.





A.Procedure to Report
Violations or Suspected Violations





1. Failure to
report a known violation of these policies may result in disciplinary action up
to, and including, dismissal.  If an individual has knowledge of or
suspects misconduct or a violation of the Code, the matter should be brought to
the attention of an appropriate supervisor or the Company’s Legal
Counsel.





2. Any
individual involved in any capacity in an investigation of a possible violation
of any law, rule or regulation, or any provision of this Code should maintain
the confidentiality of the investigation and should not discuss the subject
matter of the investigation with anyone other than those participating in the
investigation, unless required by law or when seeking their own legal advice, if
necessary.





3. Legal Counsel
will review the information reported and determine whether a violation of the
Code has occurred or whether the information should otherwise be reported to the
Board of Directors.





B.Consequences of Failure to
Comply





1. If a Director
or Executive Officer violates this Code, fails to properly report a violation of
this Code, or intentionally submits a false report, he or she will be subject to
discipline.  The discipline imposed will vary depending on the nature,
severity, and frequency of the violation, as well as the status of the person
involved.  Discipline will be imposed for violations of the Code,
failure to report violations, and withholding relevant and material information
concerning violations.





3




2. The following
disciplinary actions may be imposed, as appropriate:




a. Verbal
Warning


b. Written
Warning


c. Written
Reprimand


d. Probation


e. Suspension


f. Termination
or Removal





3. Offenders may
also be subject to criminal prosecution and civil liability, including paying
the Company
or other injured parties for their loss.





4. Retaliation
against any Director, Executive Officer or employee for reporting in good faith
and in accordance with this Code any suspected misconduct or violation of this
Code is prohibited and will not be tolerated.  Any Director, Executive
Officer or employee who believes he or she has been retaliated against, or
threatened with retaliation, should inform an appropriate supervisor or the Company’s Legal
Counsel immediately.  Any Director or Executive Officer who violates
this non-retaliation policy will be subject to
discipline.  Individuals are expected to act responsibly and ethically
in reporting under this Code.  Directors and Executive Officers must
not use this Code or any of its procedures in bad faith or in a false or
frivolous manner.




4