**EXHIBIT
      14.1**




**CODE
      OF ETHICS AND CONDUCT**




**We
      Comply with the Law**




As
      officers, directors, and/or employees of the company, each of us must comply
      with the letter and spirit of every applicable local, state, federal and foreign
      law or regulation. Violations of these laws can be extremely costly to us and
      can subject us to criminal penalties. Each of us is responsible for
      understanding the laws and regulations that relate to our job. Certain laws
      demand the attention of all employees, officers, and directors. These include
      the following.




•
            
            **Securities
                Laws -**You
                may not buy, sell, or recommend to others Grand Havana Enterprises,
                Inc.
                stock if you have “material inside information.” Engaging in securities
                trading while in possession of such information is a violation of
                both
                civil and criminal law. Material inside information is any information
                that, if it were made public, could affect any investor’s decision to buy
                or sell the stock of a company. All such information should be kept
                strictly confidential.




•
            
            **Antitrust
                Laws -**Antitrust
                laws generally prohibit agreements with competitors, suppliers, or
                customers that constitute unlawful restraint of trade, as well as
                price
                discrimination. This is a complex area, and officers, directors,
                and
                employees (such as those in sales) whose activities cause them to
                confront
                these issues must familiarize themselves with the antitrust laws.




•
            
            **Laws
                Governing International Activities**-
                lf you are involved in international activities, you must be familiar
                with
                the Foreign Corrupt Practices Act. This act generally prohibits payments
                to foreign officials to induce actions by them and requires us to
                maintain
                accurate books and records and a system of internal controls. We
                are
                prohibited from taking any action in support of an international
                boycott
                not sanctioned by the U.S. government. If you are involved in exports,
                including the transmission of technical data over the Internet or
                other
                electronic means, you must be familiar with the export laws and our
                policies and procedures.




•
            
            **Employment
                Laws**-
                We are committed to providing a work environment that is free from
                all
                forms of discrimination, including sexual harassment and harassment
                based
                on race, color, religion, sex, national origin, age, disability,
                or other
                protected status. We provide equal opportunity in all of our employment
                practices and seek to ensure that each one of us is treated with
                fairness
                and dignity.




•
            
            **Occupational
                Health and Safety and Environmental Laws**-
                We are committed to providing a healthy and safe work environment.
                Each of
                us must abide by company standards in safety matters, do our part
                to
                maintain a healthy and safe work environment, and take the necessary
                steps
                to ensure our own safety and the safety of others. We do not condone,
                and
                we will not tolerate, illegal drug use or abuse of alcohol by our
                employees. We also respect and protect the environment. Therefore,
                each of
                us must adhere to environmental laws and regulations.




**We
      Avoid Conflicts of Interest**




A
      conflict of interest exists when an individual’s duty of undivided commercial
      loyalty to the company is or is perceived to be prejudiced by actual or
      potential personal benefit from another source. Conflicts of interest may result
      directly through your activities or indirectly through the activities of a
      family member, a person sharing your household or a person with whom you are
      associated. Generally, you may not solicit or accept salaries, fees,
      commissions, or any other type of compensation from any individual or
      organization that conducts or seeks to conduct business with the company or
      one
      of our competitors, and you may not have a financial or other interest in those
      who deal with the company. You may not make a loan or extend credit to or
      receive a loan or credit from those who deal with the company. You must not
      directly or indirectly attempt to influence any decision of the company in
      order
      to derive a personal or financial benefit. In case of doubt, ask.














**We
      Protect Confidential Information**





Data,
      information and documents pertaining to the company may be used only in the
      performance of your duties and may be disclosed or communicated to persons
      outside of the company only to the extent that the information is needed by
      them
      in connection with their business relations with the company. Each of you is
      required to keep this information confidential during our employment with the
      company and after your employment terminates. This information includes our
      business and financial information pertaining to sales, earnings, balance sheet
      items, business forecasts, business plans, acquisition strategies, and other
      information of a confidential nature. Any contact from the media should he
      referred to the company’s Chief Executive Officer, and none of you should speak
      with the media.




**We
      Do Not Make or Accept Improper Payments or Gifts**




Improper
      payments include anything of more than nominal value given to any person to
      obtain preferential treatment for either the company or an officer, director,
      or
      employee. You may not solicit or accept gifts or favors of more than nominal
      value from persons who deal or seek to deal with the company. Likewise, you
      may
      not give such gifts or favors to these persons.




**We
      Do Not Reimburse Political Contributions**




We
      will
      not reimburse officers, directors, or employees for political
      contributions. If you wish to participate in political activities, you
      must
      do so during non-work hours.




**We
      Respect the Company and Each Other**




Respect
      for the company means not only avoiding misuse of company funds and property,
      it
      includes identifying misuse and waste by others, creating and maintaining
      accurate books and records, safeguarding all types of information about the
      company, complying with our document retention policy, complying with internal
      controls and procedures, and avoiding conduct that interferes with our
      functioning in our position to the best of our ability. Respect for others
      means
      respecting their property, their self-esteem, and their contributions to the
      overall success of the company.




**We
      Acknowledge Special Ethical Obligations for Financial Reporting**




As
      a
      public company, it is of critical importance that the company’s filings with the
      Securities and Exchange Commission be accurate and timely and be prepared in
      accordance with generally accepted accounting principles. Depending on their
      position with the company, employees, officers, or directors may be called
      upon
      to provide information to assure that the company’s public reports and other
      public communications are complete, fair, and understandable. The company
      expects all of its personnel to take this responsibility seriously and to
      provide prompt and accurate answers to inquiries related to its public
      disclosure requirements. The Chief Executive Officer, Chief Financial Officer,
      and finance department personnel have a special role both to adhere to these
      principles themselves and also to insure that a culture exists throughout the
      company as a whole that insures the fair and timely reporting of our financial
      results and condition. The Chief Executive Officer and finance department
      personnel, in addition to adhering to all other provisions of this Code of
      Ethics and Conduct, are responsible for promptly bringing to the attention
      of
      the Board of Directors any material information of which he or she may become
      aware that affects the disclosures made by the company in its public filings
      or
      otherwise assisting the Board of Directors in fulfilling its responsibilities
      to
      the company.





**Implementation
      and Reporting Obligations**




Adherence
      to the Code of Ethics and Conduct is the obligation of each officer, director,
      and employee. The company will consistently enforce this Code of Ethics and
      Conduct through appropriate disciplinary means. Any failure to comply with
      the
      Code will not be tolerated and will result in disciplinary action, which may
      include termination of employment.







In
      the
      event any officer, director, or employee believes that the company has engaged
      or is about to engage in any activity which violates any foreign, federal,
      state, or local law, rule or regulation, such officer, director, or employee
      shall promptly advise the Board of Directors.




The
      Board
      of Directors will determine whether violations of the Code of Ethics and Conduct
      have occurred and, if so, will determine the disciplinary measures to be taken
      against any director, officer, employee, or agent of the company who has
      violated the Code of Ethics and Conduct. Disciplinary measures, which may be
      invoked at the discretion of the Board of Directors include, but are not limited
      to, counseling, oral or written reprimands, warnings, probation or suspension
      without pay, demotions, reductions in salary, termination of employment, and
      restitution.




The
      company will not permit retaliation of any kind on or on behalf of the company
      against an officer, director, or employee as a result of good faith reporting
      or
      an actual or suspected violation of this Code of Ethics and Conduct or any
      standard of ethical and lawful conduct. Retaliation is itself a violation of
      this Code of Ethics and Conduct. Any such retaliation shall be reported using
      the reporting procedures outlined above.




Persons
      subject to disciplinary measures include, in addition to each actual violator,
      others involved in the wrongdoing such as (i) individuals who fail to use
      reasonable care to detect a violation, (ii) individuals who, if requested to
      divulge information, withhold material information regarding a violation, and
      (iii) supervisors who approve or condone violations or attempt to retaliate
      against those reporting violations or violators.




If
      you
      have any questions about the Code of Ethics and Conduct or how it applies to
      a
      particular situation, or transaction, you should contact your supervisor.




If
      you
      become aware of a situation that you believe may be in conflict with the Code
      of
      Ethics and Conduct, you should immediately contact your supervisor. We will
      keep
      the information that you provide during an investigation confidential to the
      greatest extent possible.




**Amendment
      and Waiver**




The
      Code
      of Ethics and Conduct may not be waived or amended with respect to a director
      or
      executive officer, except by the Board of Directors.