Exhibit 14.1

                            Rich Holdings Group, Inc.


                                 Code of Ethics
                                       For
                           Principal Executive Officer
                                       And
                            Senior Financial Officers



Officer's Name:        John R. Rice III

I have read and understand the Code of Ethics for Principal Executive Officer
and Senior Financial Officers of Rich Holdings Group, Inc., and hereby
acknowledge receipt thereof. I agree to comply with the requirements of such
code.


/s/  John R. Rice III
-----------------------------
     John R. Rice III
     Signature



April 26, 2004
--------------
Date



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I.   COMPLIANCE WITH RULES AND REGULATIONS

     The Corporation is committed to conducting its business in accordance with
all applicable laws, rules and regulations and in accordance with the highest
standards of business ethics. As a Covered Person, you must not only comply with
applicable laws, however. You also have leadership responsibilities that include
creating a culture of high ethical standards and commitment to compliance;
maintaining a work environment that encourages employees to raise concerns; and
promptly addressing employee compliance concerns.

II.  CONFLICTS OF INTEREST

     A.   General Statement.

          All Covered Persons are expected to use good ethical judgment, and to
     avoid situation that create an actual or potential conflict between the
     Covered Person's personal interests and the interest of the Corporation. A
     conflict of interest also exists where the Covered Person's loyalties or
     actions are divided between the Corporation's interests and those of
     another, such as a competitor, supplier or customer. Both the fact and the
     appearance of a conflict should be avoided.

          Before making any investment, accepting any position or benefits or
     participating in any transaction or business arrangement that creates or
     appears to create a conflict of interest, Covered Persons must obtain the
     written approval of the Audit Committee of the Board of Directors.

          While it is not feasible to describe all possible conflicts of
     interest that could develop, the following are some of the more common
     examples.

     B.   Examples of Conflicts.

          1. Financial Interest in Another Business. Covered Persons should not
have a direct or indirect financial interest in a customer, supplier, competitor
or others with whom the Corporation does business. The ownership of less than
one percent (1%) of the publicly traded stock of a corporation will not be
considered a conflict.

          2. Other Employment and Outside Activities. Covered Persons should not
work for, become directly or indirectly involved with, or receive compensation
of any sort from a customer, supplier or competitor of the Corporation or others
with whom the Corporation does business. Covered Persons should not engage in
any activity which may be competitive with or contrary to the interests of the
Corporation.

<PAGE>


          3. Corporate Opportunities. Business opportunities of which Covered
Persons learn as a result of employment with the Corporation belong to the
Corporation, if within the scope of the Corporation's existing or contemplated
business, and should not be taken advantage of for personal gain.

III. DISCLOSURE IN REPORTS

     The Corporation is committed to providing full, fair, accurate, timely and
understandable disclosure in reports and documents filed with, or submitted to,
the Securities and Exchange Commission and in other public communications made
by the Corporation.

IV.  COMPLIANCE WITH THIS CODE

     If Covered Persons have questions about this Code, advice should be sought
from the Audit Committee of the Board of Directors. If a Covered Person knows of
or suspects a conflict of interest or a violation of applicable laws or
regulations or this Code, the Covered Person must immediately report that
information to the Chief Executive Officer or, if the suspected violation
concerns the Chief Executive Officer, to the Chairman of the Board.

V.   ACCOUNTABILITY; WAIVER OF THIS CODE

     The Board shall determine, or designate appropriate persons to determine,
appropriate actions to be taken in the event of violations of this Code. Such
actions shall be reasonably designed to deter wrongdoing and to promote
accountability for adherence to this Code, and may include written notices to
the individual involved that the Board had determined that there has been a
violation, censure by the Board, demotion or re-assignment of the individual
involved, suspension with or without pay benefits and termination of the
individual's employment.

     The Corporation will waive application of the policies set forth in this
Code only when circumstances warrant granting a waiver, and then only in
conjunction with any appropriate monitoring of the particular situation. Changes
in and waivers of this Code may be made by the Board of Directors or the Audit
Committee of the Board and will be disclosed as required under applicable law
and regulations.