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                                                                    EXHIBIT 14.1

                         AMERICAN STONE INDUSTRIES, INC.

                 CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND
                            SENIOR FINANCIAL OFFICERS

       It is of critical importance that the reports of AMERICAN STONE
INDUSTRIES, INC. (the "COMPANY") filed with the Securities and Exchange
Commission (the "COMMISSION") be accurate, complete and timely. The Company
expects all of its personnel to take this responsibility very seriously and to
provide prompt and accurate answers to inquiries by management, the Board of
Directors, or the Company's outside professionals related to the Company's
public disclosure requirements.

       The Company's Senior Financial Officers have a special responsibility to
promote integrity throughout the organization, with responsibilities to
stakeholders both inside and outside of the Company. Therefore, the Board of
Directors of the Company requires that the Chief Executive Officer and each
senior financial officer adhere to the following ethical principles and accept
the obligation to foster a culture throughout the Company as a whole that
ensures the accurate and timely reporting of the Company's financial results and
condition.

       Because of this special role, the Chief Executive Officer, principal
financial officer, principal accounting officer, controller and any other person
performing similar functions (each a "REPORTING EMPLOYEE") are bound by the
following Code of Ethics, and by accepting this document, each agrees that he or
she will adhere to and advocate the following principles and responsibilities
governing professional and ethical conduct.

1.     Act with honesty and integrity and use due care and diligence in
       performing his/her responsibilities to the Company.

2.     Avoid situations that represent actual or apparent conflicts of interest
       with his/her responsibilities to the Company, and disclose promptly to
       the Chairman of the Board of Directors of the Company, any transactions
       or personal or professional relationships that reasonably could be
       expected to give rise to such an actual or apparent conflict of interest
       with the Company. Without limiting the foregoing, and for the sake of
       avoiding an implication of impropriety, Reporting Employee shall not:

       a.     accept any material gift or other material gratuitous benefit from
              a supplier or vendor of products or services, including
              professional services, to the Company (this prohibition is not
              intended to preclude ordinary course entertainment or similar
              social events);

       b.     except with the approval of the disinterested members of the
              Company's Board of Directors, directly invest in any
              privately-held company that is a customer, partner or vendor of
              the Company where the Reporting Employee, either directly or

                                  Exhibit 14.1
                                   Page 1 of 2

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              through his/her chain of command, has responsibility or ability to
              affect or implement the Company's relationship with the other
              company; and

       c.     maintain more than a passive investment of greater than 1% of the
              outstanding shares of a public company that is a customer, partner
              or vendor of the Company.

3.     Provide constituents with information that is accurate, complete,
       objective, relevant, timely and understandable, including information for
       inclusion in the Company's submissions to government agencies or in
       public statements.

4.     Comply with application laws, rules, and regulations of federal, state
       and local governments, and of any applicable public or private regulatory
       and listing authorities.

5.     Respect and safeguard the confidentiality of information acquired in the
       course of his/her work except when authorized or legally obligated to
       disclose such information

6.     Promote ethical behavior in any work environment for which the Reporting
       Employee has responsibility at the Company.

7.     Implement appropriate measures to assure that all Company assets and
       resources entrusted to the control of the Reporting Employee are
       controlled by and used for the benefit of the Company.

8.     Work cooperatively with the Company's independent auditors in their
       review of the Company's financial statements and disclosure documents.

9.     Promptly report violations of this code to the Chairman of the Board of
       Directors.

10.    Be accountable for his/her compliance with this code as well as all those
       under supervision to whom the code applies, and recognize that deviations
       from this code may result in disciplinary action against the Reporting
       Employee by the Company, including termination.

       This Code of Ethics shall be reviewed periodically by the Board of
Directors or a committee thereof and shall be updated as deemed appropriate or
necessary by the Board and/or such committee. Company management shall obtain
written acceptance of this code and maintain records thereof from each Reporting
Employee. A copy of this Code of Ethics and any subsequent updates hereto shall
be made available to the public either through filing with the Commission

                                  Exhibit 14.1
                                   Page 2 of 2