<PAGE>

                                                                    EXHIBIT 14.1

                      DIVERSIFIED SECURITY SOLUTIONS, INC.

                                 Code of Ethics

(For senior financial officers* in accordance with the Sarbanes-Oxley Corporate
Responsibility Act of 2002)

It is the policy of Diversified Security Solutions, Inc. ("DVS") that its
employees, directors, and agents are held to the highest standards of honest and
ethical conduct when conducting the affairs of the company. Because the equity
shares of DVS are publicly traded, senior financial officers of DVS are held to
an especially high set of ethical standards, which are further described below.
Senior financial officers of DVS will not commit acts contrary to these
standards of ethical conduct nor shall they condone the commission of such acts
by others within the DVS organization.

                           Honest and Ethical Conduct

Senior financial officers will:

o    Act in good faith, responsibly, with due care, competence and diligence,
     without misrepresenting material facts or allowing one's independent
     judgment to be subordinated.

o    Comply with rules and regulations of federal, state, and local government
     and other appropriate private and regulatory agencies.

o    Refrain from engaging in any activity that would compromise their
     professional ethics or otherwise prejudice their ability to carry out their
     duties to DVS.

o    Communicate to the appropriate employees of DVS and to accountants engaged
     in financial audits of DVS, all relevant unfavorable as well as favorable
     information and professional judgments or opinions.

o    Encourage open communication and full disclosure of financial information
     by providing a well understood process under which the company's employees
     are kept informed of financial information of importance.

o    Ensure that all appropriate employees understand DVS's open communication
     and full

----------
* Senior Financial Officers include the Chief Executive Officer ("CEO"), Chief
Financial Officer ("CFO"), Chief Operating Officer ("COO"), Chief Accounting
Officer ("CAO"), controller, or any person serving in an equivalent position
regardless of whether or not they are designated as executive officers.



<PAGE>


     disclosure standards and processes.

o    Refrain from disclosing confidential information acquired in the course of
     their work except where authorized, unless legally obligated to do so.

o    Inform subordinates, as appropriate, regarding the confidentiality of
     information acquired in the course of their work and monitor, as needed, to
     ensure that subordinates maintain that confidentiality.

o    Refrain from using or appearing to use confidential information acquired in
     the course of their work for unethical or illegal advantage, either
     personally or indirectly through others.

                         Financial Records and Reporting

Senior financial officers will:

o    Establish appropriate systems and procedures to ensure that business
     transactions are recorded on DVS's books in accordance with Generally
     Accepted Accounting Principals, established company policy, and appropriate
     regulatory pronouncements and guidelines.

o    Establish appropriate policies and procedures for the protection and
     retention of accounting records and information as required by applicable
     law, regulation, or regulatory guidelines.

o    Establish and administer financial accounting controls that are appropriate
     to ensure the integrity of the financial reporting process and the
     availability of timely, accurate and relevant information.

o    Completely disclose all relevant information reasonably expected to be
     needed by DVS's auditors for the full, complete, and successful discharge
     of their duties and responsibilities.

                              Conflicts of Interest

Senior financial officers will:

o    Conduct their personal and professional affairs in a way that avoids both
     real and apparent conflicts of interest between their interests and the
     interests of DVS.

o    Make decision in the best interests of the company, and not for personal
     gain. No senior financial officers - nor any member of his or her immediate
     family - should acquire a financial interest in, or accept employment by,
     an entity doing business with DVS if the interest or employment could
     conflict with the employee's performance of his or her duties.

o    Not accept gifts or favors that create any obligation - either stated or
     implied - to a



<PAGE>


     competitor, supplier or customer.** Gifts should not be accepted from such
     companies or their agents unless the gift either had been previously
     approved in writing by another senior financial officer who does not deal
     with such company or is of only nominal value.

o    Not offer any gift or favor to any employee, or a member of the immediate
     family of an employee, of a competitor, supplier or customer if the gift or
     favor might place the recipient under any obligation to the employee making
     the gift or to DVS. Kickbacks, bribes, rebates or other illegal
     consideration are never acceptable, and must never be either given or
     accepted by anyone acting on behalf of DVS. Senior financial officers
     dealing with government agencies should be particularly alert to any agency
     rules limiting or prohibiting gifts or other favors.

o    Not either use or disclose any confidential or non-public information
     learned through their employment by DVS, either for their own or someone
     else's personal benefit. Use of such information may also violate strict
     Federal laws against "insider trading" in securities.

o    Respect company property and use company assets - including computers and
     related information technology assets - only in accordance with established
     company polices.

----------
**       Also applies to immediate family members.