EXHIBIT 14.1

                                 CODE OF ETHICS



                                 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.