EXHIBIT 14.1

                                 CODE OF ETHICS

The Chief  Executive  Officer,  Chief  Operating  Officer,  Principal  Financial
Officer,  Principal Accounting Officer and Controller (together, the "Officers")
of Total Luxury Group, Inc. (the "Company"),  have an obligation to the Company,
its  stockholders  and the public  investor  community  to maintain  the highest
standards of honest and ethical conduct. In recognition of this obligation,  the
Officers have adopted the following  standards of ethical conduct.  Adherence to
these  standards is integral to achieving the  objectives of the Company and its
stockholders. None of the Officers shall commit acts contrary to these standards
nor shall they condone the commission of such acts by advisors, agents or others
engaged by the Company.

                                   Competence

The Officers have a responsibility to:

o    Maintain an  appropriate  level of  professional  competence  by continuing
     development of their knowledge and skills.

o    Perform  their  professional  duties  in  accordance  with  relevant  laws,
     regulations, and technical standards.

o    Prepare  full,  fair,   accurate,   timely  and  understandable   financial
     statements,  reports  and  recommendations  after  appropriate  analyses of
     relevant and reliable information.

                                 Confidentiality

The Officers have a responsibility to protect the Company by:

o    Refraining from disclosing to others confidential  information  acquired in
     the course of their work except when authorized to do so.

o    Refraining from using or appearing to use confidential information acquired
     in the  course of their work for  unethical  or  illegal  advantage  either
     personally or through third parties.

                                    Legality

The Officers have a responsibility to:

o    Comply with rules and regulations of federal,  state and local governments,
     and appropriate private and public regulatory agencies or organizations.

o    Act in good faith,  responsibly,  without misrepresenting material facts or
     allowing their independent judgment to be compromised.

o    Avoid  actual or  apparent  conflicts  of  interest  between  personal  and
     Company-related  relationships  and  advise  the  Audit  Committee  of  any
     prospective or existing potential conflict.


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o    Refrain from engaging in any activity that would prejudice their ability to
     carry out their duties ethically.

o    Refuse any gift, favor, or hospitality that would influence or would appear
     to influence their actions.

o    Refrain from  engaging in or supporting  any activity that would  discredit
     the Company.

o    In any dealings with a government  official,  supplier,  or other person or
     entity,  the  Officers  shall  not  request,  accept,  or offer to give any
     significant  thing of value,  the  purpose  or result of which  could be to
     influence  the bona fide  business  relations  between the Company and such
     persons or entities.

                        Integrity of Financial Statements

The Officers shall assure that:

o    No funds or assets of the Company  shall be used for any purpose that would
     be in violation of any applicable law or regulation.

o    No  contributions  shall  be made by or on  behalf  of the  Company  to any
     political candidate, party, or campaign either within or without the United
     States.

o    No fund or asset of the Company shall be established or maintained  that is
     not reflected on the books and records of the Company.

o    No false, artificial, or misleading entries in the books and records of the
     Company shall be made.

o    No  transaction  shall be  effected  and no payment  shall be made by or on
     behalf  of the  Company  with  the  intention  or  understanding  that  the
     transaction  or  payment is other than as  described  in the  documentation
     evidencing the transaction or supporting the payment.

                              Prohibition of Loans

o    No Officer shall request or accept a loan or advance from the Company.

The Officers of the Company  shall be  responsible  for the  enforcement  of the
policies set forth in this Code of Ethics.  Should any  information or knowledge
regarding any transaction or activity  prohibited by this Code of Ethics come to
the  attention  of an  Officer,  it shall  promptly  be  reported  to the  Audit
Committee  of the Company.  The Officers  will be required on an annual basis to
certify their compliance with this Code of Ethics.


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