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EXHIBIT 11.1 CODE OF ETHICS




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Code of Conduct (Business Ethics Policy of Qiao Xing Universal Telephone Inc.
and its subsidiaries)  1.
    
    Qiao Xing Universal Telephone Inc. and its subsidiaries believe that
honesty, integrity and fairplay are important company assets in business.
It is therefore important for all of you to ensure that the Companys
reputation is not tarnished by dishonesty, disloyalty or corruption. The
following guidelines set out the standards of behavior expected and
explain how you should respond to different situations in business
dealings: SOLICITING, ACCEPTING AND OFFERING ADVANTAGES
Soliciting Advantages  2.
    
    It is the policy of Qiao Xing Universal Telephone, Inc. and its
subsidiaries to prohibit employees to solicit any advantage from clients,
contractors, suppliers or any person in connection with company business.
The term advantage is defined here to include gift, loan, fee, reward,
office, employment, contract, service and favor. Accepting Advantages  3.
    
    If the acceptance of an advantage could affect your objectivity or induce
you to act against the Companys interests, you should decline to accept.
Similarly, if acceptance could lead to questions or complaints of bias or
impropriety, the offer should also be declined. 4. Where an advantage is voluntarily given, you could consider accepting only
if:-  a)
    
    the acceptance will not influence your performance;b)
    
    you will not feel obliged to do something in return for the
offeror;c)
    
    you are able to openly discuss the acceptance without
reservation; andd)
    
    the nature (e.g. advertising or promotional gift, customary
gift or lucky money given during festive occasions) and the value
(e.g. not exceeding US$20) of the advantage are such that refusal
could be seen as unsociable or impolite. Offering Advantages  5.
    
    Under no circumstance should an employee offer advantages or bribes to any
person or company, private or public, for the purpose of obtaining or retaining
business, or to influence them in relation to contracts, tenders and auctions. CONFLICT OF INTEREST  6.
    
    Conflict of interest situations arise when the personal interests of an
employee compete or conflict with the interests of the Company. You
should avoid such situations, actual or potential, which may compromise
your integrity and put the Companys interests and reputation at stake.
You must declare to the Company and financial interest, direct or
indirect, which you or members of your immediate family may have, in any
business or other organization which competes with the Company or with
which the Company has business dealings.




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Outside Employment/Investment  7.
    
    Employee should refrain from engaging in outside employment, business,
investments or activities that might conflict with Company interests. If
you wish to take concurrent employment, either regular or on a consulting
basis, you must seek the prior written approval before accepting the
employment. Entertainment/Loans/Gambling  8.
    
    Although entertainment is an acceptable form of business and social
behavior, you should turn down invitations to meals or entertainment that
are excessive in nature or frequently, so as to avoid embarrassment or
loss of objectivity when conducting Company business.9.
    
    You or your immediate family should not grant or guarantee a loan to, or
accept a loan from or through the assistance of any individual or
organization having dealing with the Company. There is, however, no
restriction on normal bank lendings. 10.
    
    You are advised not to engage in frequent and excessive gambling of any
kind, including games of mahjong, with persons having business dealings
with the Company. In social games with clients, contractors or suppliers,
you must exercise judgement and withdraw from any high stake games. Handling Company Property/Confidential Information  11.
    
    Appropriation of Company properties, including raw material and finished
goods by employees for personal use or for resale is strictly prohibited.
In these cases, the Company may, without notice or payment in lieu,
dismiss the offending employee.12.
    
    You are not allowed at any time to disclose any confidential information
to anybody outside the Company or use such information to further personal
interest e.g. insider trading. COMPLIANCE WITH THE COMPANY CODE  13.
    
    All employees should familiarize themselves with the content of and
comply with the Company Code of Conduct. In case of doubt, you should
consult Human Resources Department of the entity that employs you. All
reports on conflicts of interest should be submitted to Human Resources
Department. Applications for acceptance of advantages/outside employment
etc should be submitted to Human Resources Department for prior approval. Discipline/Complaint  14.
    
    Anyone breaching the Code will be disciplined, including termination of
employment and may, in some circumstances, be prosecuted under the
applicable laws of the jurisdictions in question.15.
    
    Any complaints on possible breach of this Code can be made to Human
Resources Chief Executive of the entity by which you are employed and will
be treated promptly and fairly.




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Review of Company Code of Conduct16. This Code of Conduct will be reviewed and updated from time to time. Signature:Company Chop
    
    Employee Name:Date: