Exhibit 14.1
 
 Art
Design, Inc.
 
 
 Code
 
 
 Of
 
 
 Business
Conduct and Ethics
   
  
  
  Art
Design, Inc. Code of Business Conduct and Ethics
 
 
 Introduction
 
 
 Our
Commitment to Honest and Ethical Conduct
 
 
 Honesty
and integrity always have been important values at Art Design. Our success is
fundamentally linked to our employees’ ability to make decisions that are
consistent with Art Design’s business values and core ethical principles.
Because each individual’s personal decisions and behavior reflect on all of us
collectively, we must each strive to act in accordance with the highest
standards of integrity and ethical conduct in every situation.
 
 
 While we
conduct our business within the framework of applicable laws, regulations and
internal policies, we also acknowledge that these standards, laws, regulations
and policies do not govern all types of behavior. We must work according to our
ethical principles and endeavor to conduct ourselves in a manner beyond
reproach. Recognizing that decisions about what is legal, ethical and right are
not always easy to make, we have developed these guidelines to assist you in
making the right decisions.
 
 
 The
Code
 
 
 Art
Design, Inc. Code of Business Conduct and Ethics (or the “Code”) outlines the
principles, policies, laws, rules and regulations that govern the activities of
our employees, officers and directors. The Code should be read in conjunction
with Art Design, Inc. Employee Handbook and the applicable policies of your
particular business unit. In addition, it is your responsibility to know and
understand not only the guidelines contained in the Code but also the core
values upon which they are based. We each have an obligation to actively comply
with the letter and spirit of the Code and to help others do the
same.
 
 
 While the
Code provides a broad range of guidance about our standards of personal
integrity and business conduct, no code can address every situation that
individuals could possibly encounter. Sometimes employees may encounter ethical
questions that do not have easy answers and may require difficult judgment
calls. Although we cannot provide clear-cut guidelines for every possible
situation, we can try to alert you to potential issues and provide general
guidance to help you in your decision-making.
 
 We hope
that by knowing and understanding Art Design’s core values and ethical
principles, your decisions will be based on these values and principles and,
when faced with any decision relating to ethical or legal matters, you will
conduct yourself appropriately.
 
 
 Persons
Covered by the Code
 
 
 The Code
applies to all employees, officers and directors of Art Design, Inc., and all of its
subsidiaries.
 
 
 
 1
 
 Art
Design, Inc. Code of Business Conduct and Ethics
   
  
 Our
Core Ethical Values
 
 
 Throughout
our history, Art Design has been committed to certain core values:
 
 •Honesty– We are committed to operating with
honesty and integrity in our dealings with all customers, vendors and
employees.
 •Courtesy– We are all representatives of Art
Design. As a representative of Art Design, we are each expected to be pleasant,
fair and courteous in dealing with all customers and
employees.
 •Quality– We deliver what we promise and strive
to meet and exceed expectations in all that we do.
 
 These
core values support and guide our leadership in establishing the strategic
direction of Art Design. Our employees, officers and directors are expected to
conduct their business in accordance with these core values.
 
 
 Art Design’s
Open-Communication Policy
 
 
 If you
have questions or face situations that are not otherwise addressed by this Code,
we encourage you to seek additional guidance and support from those individuals
designated as being responsible for business conduct matters within our
organization. In addition, you should report any conduct you believe to be a
violation of the Code, other policies or procedures of Art Design, or a
government law or regulation.
 
 When
raising questions or concerns or reporting potential violations, your immediate
supervisor is typically the best starting point. Your immediate supervisor
usually can provide appropriate guidance to help you think through the issue,
identify relevant information resources, determine your responsibilities and
raise questions with others who can help. Art Design’s management – in
particular its supervisors – are expected to maintain an “open-communication
policy” regarding employee questions and concerns, and to support any employee
who comes forward to discuss an issue or report a potential violation. Any
employee in a supervisory role is responsible for the conduct of employees
reporting to him or her.
 
 If your
immediate supervisor is unable to resolve an issue or you are uncomfortable
discussing a matter with your immediate supervisor, we encourage you to contact
the Chief Executive/Financial Officer of Art Design, who also serves as Art
Design’s Ethics Code Compliance Officer. The Ethics Code Compliance Officer is
dedicated to giving employees the support and advice they need to act according
to the Code and Art Design’s ethical principles.
 
 If for
any reason you are uncomfortable discussing your concerns in person or by email
or telephone, you can send your concerns in writing (anonymously, if you wish)
with any relevant documents to the Ethics Code Compliance
Officer.   Also see “Investigations and Disciplinary Actions”
below.
   
 2
 
 Art
Design, Inc. Code of Business Conduct and Ethics
 
 
  
  
 Compliance with the Law, Our
Ethical Principles and Company Policies
 
 
 Each
employee, officer or director of Art Design is expected to:
 
 •
              Know and comply with laws, rules
      and regulations and all other policies and procedures of Art
      Design.
 •
              Uphold our ethical values and
      principles.
 •
              Seek guidance from his or her
      immediate supervisor or the Ethics Code Compliance Officer when ethical or
      legal questions arise.
 •
              Recognize improper or illegal
      conduct and promptly report it to appropriate Art Design
      personnel.
 •
              Cooperate with Art Design’s
      efforts to investigate reports of improper or illegal conduct and Art
      Design’s steps taken to address such conduct through appropriate
      corrective action.
 
 Supervisors
also must ensure that employees understand the applicable requirements of their
specific job within Art Design. Supervisors must make themselves available to
address employee concerns and questions and, whenever possible, guide employees
in their decision-making regarding legal and ethical issues.
 
 We
continue to develop policies and procedures to guide employees on ethical
matters on an ongoing basis. Such policies and procedures may include
educational training programs, audit procedures and published policy
guidelines.
 
 In
addition to the core ethical values of Art Design and the related guidelines
contained in the Code, you should also know and understand:
  ·
              The
      policies and procedures contained in Art Design, Inc. Employee
      Handbook.
 ·
              Art
      Design, Inc. Disclosure Controls and Procedures Policy, if
      applicable.·
              All
      other policies and procedures applicable to your particular business
      activities
 
 
 Any
violation of these policies and procedures may also violate the
Code.
   
 3
 Art
Design, Inc. Code of Business Conduct and Ethics
 
  
  
 Conflicts of
Interest
 
 
 As
provided in the Employee Handbook, conflicts of interest are defined generally
as acting in anyway contrary to the best interest of Art Design. You are
expected to exercise good judgment and discretion in evaluating any particular
activity so as to avoid any actual or apparent conflict of interest. You may not
take any action on behalf of Art Design that you know, or reasonably should
know, violates any applicable law or regulation. You are urged to conduct your
activities in such a manner as to comply with the spirit as well as the letter
of this policy. If you have any question about whether your conduct might be a
violation of these requirements, or about lawful or ethical behavior of other
kinds in general, it is your responsibility to come forward for
guidance.
 
 Each
employee, officer or director who may have an actual or potential conflict must
report all pertinent details to their immediate supervisor or the Ethics Code
Compliance Officer. Waivers of conflicts of interest involving senior executive
officers or senior financial officers require the approval of the Board of
Directors or a designated committee.
 
 Any of
the following are examples of situations that could present a potential conflict
of interest and should be disclosed, but do not necessarily represent all
conflicts that may arise:
 
 •Employment by a competitor, regardless
of the nature of the employment, while employed by Art
Design.
 •Doing business with any business or
entity in which an employee or close family member has a substantial ownership
or management interest.
 •Ownership of, or substantial interest
in, a company that is a competitor or supplier of Art
Design.
 •Using Art Design’s assets, intellectual
property or confidential or proprietary information for personal
gain.
 •Employing or discussing employment with
former government employees or former employees of our independent accountant,
or using them as consultants or subcontractors in violation of relevant law or
regulation.
 •Acceptance of anything of value – such
as gifts, discounts, or compensation – from an individual or entity that does or
seeks to do business with Art Design.
 •Hiring or advancing friends or
relatives, especially when you have control over their work assignments,
compensation or promotional opportunities.
 
 Gifts
or Favors
 
 You are
not permitted to give, receive or request any gift of value from suppliers,
competitors or vendors. While this may not apply to minor items commonly
exchanged in business relationships, discretion and common sense should be used.
You are responsible for ensuring that your manager or supervisor
approves.
 
 Tips
 
 You may
not request or accept tips or gratuities.
    
 4
 
 Art
Design, Inc. Code of Business Conduct and Ethics
 
 
  
  Political
& Religious Activities
 
 Participation
in political or religious activities is your personal decision; however, these
activities are to be restricted to your own time and be conducted away from Art
Design property. No political, legislative or religious petitions or other
literature is to be circulated on Art Design property.
 
 Furthermore,
when speaking, whether it be politically or religiously, you should take care to
ensure that it is clear that you are speaking for yourself, and not as a
representative of Art Design.
 
 Outside
Employment
 
 Outside
employment can introduce personal and financial interests that conflict with the
best interests of Art Design and its employees.  By way of example working
for any competitor or company servicing Art Design is a clear and unauthorized
conflict of interest.
 
 Government
Officials and Employees
 
 In
dealing with government officials and employees, in particular, we must avoid
any conduct that is or appears to be contrary to the law or our own ethical
business practices. Government officials and employees may be subject to varied
and complex rules, often prohibiting them from accepting anything of value
unless specifically provided for in relevant statues or regulations. Often these
rules also apply to primary contractors and high-level subcontractors who are
conducting business or providing services on the government’s behalf, so it is
important to remember that even commercial customers or suppliers could be
subject to governmental regulations.
 
 Generally,
unless otherwise permitted under the Code, no employee shall promise, offer,
pay, loan or otherwise give or transfer anything of value – such as Art Design
funds or assets – either directly or indirectly (such as through a third party)
to any government official or government employee. Such gifts or payments should
not be provided unless they are both permitted by applicable law, Art Design,
Inc. Employee Handbook, and the Code.
 
 Any
questions concerning gift-giving or the acceptance or estimated value of gifts,
gratuities or other business courtesies, should be addressed to your supervisor
or the Ethics Code Compliance Officer.
 
 Loans
 
 The
granting and receiving of personal loans in the workplace compromises fair and
unbiased judgment. Art Design will not, indirectly or directly, including
through any subsidiary, extend or maintain credit, arrange for the extension of
credit, or renew an extension of credit in the form of a personal loan to or for
any director, officer or employee.
    
 5
 
 Art
Design, Inc. Code of Business Conduct and Ethics
 
 
 
  
  Accuracy and Completeness of
Accounting Records and of Reports
 
 
 Art
Design’s reputation depends on the confidence others have in us and that
reputation is fundamental to our financial success. Art Design’s management,
shareholders, creditors, governmental entities and the general public rely on
the accuracy of our accounting records and of the reports generated by reference
to such records. By generating honest and accurate accounting records and
reports, we build trust in our enterprise and enhance our
reputation.
 
 We are
committed to:
 •Accuracy in our recordkeeping,
accounting and other business transactions.
 •Accuracy in our public reports which
include full, fair, accurate, timely and understandable disclosure in all
filings with the Securities and Exchange Commission (the “SEC”) and public
communications.
 
 Note:
Responsibility for compliance with this section of the Code does not rest solely
with Art Design’s accounting employees. All of Art Design’s employees involved
in approving transactions, supplying supporting documentation for transactions,
and determining account classification of transactions have responsibility for
complying with the applicable provisions of this section.
 
 Accuracy
in Recordkeeping, Accounting and Other Business Transactions
 
 To ensure
accuracy in Art Design’s record keeping, accounting and other business
transactions, we have established the following guidelines in keeping with our
values. It is the responsibility of each employee to uphold these
standards:
 
 We
must:
 
 •Maintain all of Art Design’s accounting
records and reports in compliance with generally accepted accounting principles
and applicable laws, rules and regulations – including providing sufficient
detail to reflect accurately and fairly all of Art Design’s assets, liabilities,
revenues and expenses.
 •Record transactions in an accurate and
timely manner, so that no misleading financial information is generated. (Such
transactions would include income, expense, indebtedness, obligation, reserves,
and the acquisition or disposition of assets.) No false or intentionally
misleading entries will be made in Art Design’s accounting records or reports
for any reason.
 •Comply with Art Design’s policies and
procedures regarding disclosure, including Art Design’s Disclosure Controls and
Procedures.
 
 We must
not:
 
 •Intentionally misclassify transactions
between accounts, between departments, or between accounting periods or misstate
any financial data contained in accounting records or
reports.
 •Manipulate financial accounts, records
or reports for personal or financial gain.
 •Maintain off-the-book accounts to
facilitate questionable or illegal payments.
    
 6
 
 Art
Design, Inc. Code of Business Conduct and Ethics
 
 
  
  Accuracy
in Public Reports
 
 In
addition, each employee, officer or director with duties relating to Art
Design’s preparation of reports and documents filed with the Securities and
Exchange Commission (the “SEC”) and other public communications regarding Art
Design’s accounts or financial records must ensure that those reports provide
full, fair, accurate, timely and understandable disclosure. In addition, those
persons covered by Art Design’s Disclosure Controls and Procedures are
responsible for promptly bringing to the attention of Art Design’s Disclosure
Review Committee any material information of which he or she may become aware
that affects the disclosures made by Art Design in its public filings or
otherwise assist the Disclosure Review Committee in fulfilling its
responsibilities as specified in Art Design, Inc. Disclosure Controls and
Procedures Policy.
 
 If you
have any questions concerning issues regarding the accuracy of Art Design’s
books and records, please contact your supervisor or the Ethics Code Compliance
Officer immediately. In particular, if you have any concerns about actual or
potential accounting and audit complaints, please consult our separate
Accounting Practices Policy.
 
 Confidential
Submission of Information
 
 Any
employee or third party with an issue / concern regarding a questionable
accounting, auditing, or financial reporting matter or any suspected fraudulent
act may contact the Chief Executive/Financial Officer, Kathy Sheehan, by calling
or writing David Wagner & Associates, P.C., whose function will be to keep a
record of your concerns and complaints and to forward them to the Chief
Executive/Financial Officer for investigation. The address to use is: Art
Design, Inc. Chief Executive/Financial Officer c/o David Wagner &
Associates, P.C. Attention: David Wagner, Penthouse Suite, 8400 East Prentice
Ave., Greenwood Village, Colorado 80111. You may also give notice by telephone
to (303) 793-0304, or by fax to (303) 409-7660 to the attention of David
Wagner.
 
 Your
communication may, but does not have to, include your name, your position and a
way you can be reached by the Chief Executive/Financial Officer to discuss the
matter further. If, however, you desire to submit an anonymous concern or
complaint, you should include a full description of the matter so that the Chief
Executive/Financial Officer or management has enough information to initiate an
investigation. Regardless of how submitted, your communication will be treated
confidentially.
 
 Upon
receipt of each issue / concern, David Wagner will communicate the matter to the
Chief Executive/Financial Officer. Art Design will track all issues and work
with management and the Chief Executive/Financial Officer will determine proper
resolution. If the employee or third party has submitted his/her name,
appropriate management may contact the employee or third party to discuss and
obtain any additional information, as necessary, to investigate the matter.
Depending on the severity of the issue, the Chief Executive/Financial Officer
may inform the full Board of Directors, which may discuss, plan, and conduct an
investigation to address the matter, if and as it deems necessary.
Investigations may include discussion with the appropriate members of
management, discussion with the Art Design’s external auditors and review of
documents. In addition, the Board of Directors will have the authority to
select, engage and compensate counsel and other advisors regarding any
investigations and related accounting matters.
 
 We
encourage you to take advantage of the opportunity afforded by these procedures
to voice any concerns you might have about the propriety of our accounting,
auditing, or financial reporting as well as any fraudulent acts that you might
become aware of. Submission to the Chief Executive/Financial Officer enables you
to raise your concerns directly with the Board of Directors.
 
 7
 
 Art
Design, Inc. Code of Business Conduct and Ethics
 
 
  
  
 Waivers and Amendments to
the Code
 
 This Code
of Business Conduct and Ethics applies to all employees, officers and directors
of Art Design – including its executive and financial officers – and its Board
of Directors. No waivers oramendments of the Code are
permitted, except upon vote of the Board of Directors or a designated committee,
which will determine whether a waiver or amendment is appropriate and ensure
that any waiver or amendment is accompanied by appropriate controls designed to
protect Art Design. Waiver and amendments shall be disclosed in accordance with
all applicable securities laws, rules and regulations.
 
 
 Investigations and
Disciplinary Actions
 
 
 We take
compliance with the Code seriously, and any failure to report unethical or
illegal conduct is a violation of the Code. We will investigate any report of
illegal or unethical conduct and, if appropriate, we may impose disciplinary
action up to and including termination. In addition, some Code violations may be
serious enough to give rise to civil or criminal fines and/or imprisonment for
the associated conduct.
 
 If you
have questions concerning the process for investigations of reports of illegal
and unethical conduct or the possible disciplinary actions that may result,
please consult your supervisor or the Ethics Code Compliance
Officer.
 
 Please
note that violations of this Code are not the only basis for disciplinary action
with respect to employees. Art Design has additional policies and procedures
governing employee conduct, which are contained in Art Design, Inc. Employee
Handbook. Questions about these additional policies and procedures should be
addressed to your supervisor or the Ethics Code Compliance Officer. In the event
of any conflict between the Code and Art Design, Inc. Employee Handbook, the
Code shall control.
 
 
 Retaliation is
Prohibited
 
 
 We will
not tolerate retaliation or retribution against anyone who requests information,
raises questions or, in good faith, reports improper business conduct that
violates Art Design’s ethical principles or the Code.
 
 It is the
policy of Art Design to protect those who report bona fide concerns from any
retaliation or punishment for such reporting. This means Art Design will not
terminate, demote or otherwise discriminate against an employee because he or
she has communicated in good faith that unethical conduct or violations of Art
Design’s Code is taking place.
 
 Art
Design reserves the right to change or amend the Code. In the event of any
changes or amendments to the Code, such changes or amendments will be provided
to Art Design employees covered by the Code. Nothing contained in this Code
shall be construed as an employment agreement. This Code does not create a
contract, express or implied, guaranteeing employment for any specific
duration.
 
 8
 
 ART
DESIGN, INC. CODE OF BUSINESS CONDUCT AND ETHICS
 
 
  
   ACKNOWLEDGEMENT
FORM
 
 
 
 I have
received and read Art Design, Inc. Code of Business Conduct and Ethics and
understand my obligations as an employee of Art Design, Inc. to comply with the
Code of Business Conduct and Ethics.
 
 I
recognize that I am responsible for ensuring continuing compliance with this
policy for myself and for those employees who report to me.
 
 I
understand that nothing in this document or in my agreement to comply with the
Code of Business Conduct and Ethics constitutes a contract of
employment.
      
 Employee’s
      Name (Please Print)
              
              Soc.
      Sec. #Employee’s
      Signature
              
              Date
 
 
    
 
 
 
 9
 
 ART
DESIGN, INC. CODE OF BUSINESS CONDUCT AND ETHICS