**Exhibit 14.1****CODE OF ETHICS**The Board of Directors (the “Board”) expect all directors of the company, as well as the officersand employees of the company, to act ethically at all times and to acknowledge their adherence tothe policies comprising the code of ethics set forth herein. Cuisine Solutions, Inc. (the“Company”) will not make any person loans or extensions of credit to directors or executiveofficers. No non-employee directors may provide personal services for compensation to the Company,other than in connection with serving as a director of the Company. The Board will not permit anywaiver of any ethics policy for any directors or executive officer. If an actual or potentialconflict of interest arises for directors, the directors shall promptly inform the Chief ExecutiveOfficer (“CEO”) and the presiding directors. If a significant conflict exists and cannot beresolved, the directors should resign. All directors will recuse themselves from any discussion ordecision affecting their personal, business or professional interests. The Board shall resolve anyconflict of interest question involving the CEO and other directors or officers, and the CEO shallresolve any conflict of interest issue involving any other officer of the Company.I. IntroductionThis Code of Ethics (this “Code”) is applicable to the officers of Cuisine Solutions, Inc. (the“Company”). References in this Code to the Company mean “Cuisine Solutions, Inc.” or any of itssubsidiaries.While the Company and its stockholders expect honest and ethical conduct in all aspects of itsbusiness from all employees, the Company and its stockholders expect the highest possible standardsof honest and ethical conduct from its officers. The officers are setting an example for otheremployees and are expected to foster a culture of transparency, integrity and honesty. Compliancewith this Code and all other applicable codes of business conduct or ethics adopted by the Board ofDirectors of the Company is mandatory and any violations will be addressed severely.II. Conflicts of InterestConflicts of interest are strictly prohibited as a matter of Company policy. Officers must bescrupulous in avoiding any action or interest that conflicts with, or gives the appearance of aconflict with, the Company’s interests. A “conflict of interest” exists whenever an individual’sprivate interests in any way interfere or conflict with, or appear to interfere or conflict with,the interests of the Company or make, or appear to make, it difficult for the individual to performhis or her work for the Company objectively and effectively. Conflicts of interest arise when:     (a) personal interests interfere, or appear to interfere, in any way, with the interests ofthe Company (for example, competition with the Company);     (b) undertakings for an officer’s direct or indirect benefit or the direct or indirect benefitof a third party that is inconsistent with the interests of the Company (for example, causing theCompany to engage in business transactions with a company under the control of an officer, whethersolely or with friends or relatives); and     (c) an officer, or a member of an officer’s family, receives improper personal benefits as aresult of such officer’s position in the Company (for example, a loan or other benefit from a thirdparty to direct the Company business to a third-party).There are other situations in which conflicts of interest may arise. Conflicts of interest may notalways be clear-cut. Questions regarding conflicts of interest should be directed to the Company’scounsel.III. Accurate Periodic ReportsFull, fair, accurate, timely and understandable disclosure (as required in the reports and otherdocuments that filed with, or submitted to, the Securities and Exchange Commission (“SEC”) and inour other public communications) is critical for the Company to maintain its good reputation, tocomply with its obligations under the securities laws and to meet the expectations of ourstockholders and other members of the investment community. Officers are to exercise the higheststandard of care in preparing such reports and documents and other public communications, inaccordance with the following guidelines:     (a) all accounting records, and the reports produced from such records, must be in accordancewith all applicable laws and regulations;     (b) all accounting records must fairly and accurately reflect the transactions or occurrencesto which they relate;
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     (c) all accounting records must fairly and accurately reflect in reasonable detail theCompany’s assets, liabilities, revenues and expenses;     (d) no accounting records may contain any false or intentionally misleading entries;     (e) no transactions should be intentionally misclassified as to accounts, departments oraccounting periods;     (f) all transactions must be supported by accurate documentation in reasonable detail andrecorded in the proper account and in the proper accounting period; and     (g) no material information should be concealed from the internal auditors or the independentauditors; and compliance with the Company’s system of internal controls is required.IV. Compliance with LawsOfficers are expected to understand and comply with both the letter and spirit of all applicablelaws and governmental rules and regulations.V. Reporting ViolationsOfficers are expected to report any violations of this Code promptly to the Chairman of the Board.VI. Consequences of Non-Compliance with this CodeViolations of this Code will be reported to the Audit Committee and the Board. Failure to complywith this Code or applicable laws, rules or regulations (including without limitation all rules andregulations of the SEC) may result in disciplinary measures, up to and including discharge from theCompany, and any appropriate legal action.VII. Amendment, Modification and WaiverThis Code may be amended or modified by the Board. Waivers of this Code may only be granted by theBoard or a committee of the Board with specifically delegated authority. Waivers will be disclosedto stockholders as required by the Securities Exchange Act of 1934.
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