Exhibit 14.1
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                                    GSV, INC.

                                 CODE OF ETHICS

1.   Introduction
     ------------

The Board of  Directors  of GSV,  Inc.  has  adopted  this  code of ethics  (the
"Code"), which is applicable to all directors, officers and employees, to:

o    promote  honest and ethical  conduct,  including  the  ethical  handling of
     actual or apparent  conflicts of interest between personal and professional
     relationships;

o    promote the full, fair, accurate,  timely and understandable  disclosure in
     reports and documents  that the Company files with, or submits to, the SEC,
     as well as in  other  public  communications  made by or on  behalf  of the
     Company;

o    promote   compliance  with   applicable   governmental   laws,   rules  and
     regulations;

o    deter wrongdoing; and

o    require prompt internal  reporting of breaches of, and  accountability  for
     adherence to, this Code.

This Code may be amended only by resolution of the Company's Board of Directors.
In this Code, references to the "Company" means GSV, Inc. (the "Parent") and, in
appropriate context, the Parent's subsidiaries.

2.   Honest, Ethical and Fair Conduct
     --------------------------------

Each  person  owes a duty  to the  Company  to  act  with  integrity.  Integrity
requires, among other things, being honest, fair and candid. Deceit,  dishonesty
and subordination of principle are inconsistent  with integrity.  Service to the
Company never should be subordinated to personal gain and advantage.

Each person must:

o    Act  with  integrity,   including  being  honest  and  candid  while  still
     maintaining the confidentiality of the Company's information where required
     or in the Company's interests.

o    Observe all applicable governmental laws, rules and regulations.

o    Comply  with  the  requirements  of  applicable   accounting  and  auditing
     standards,  as well  as  Company  policies,  in the  maintenance  of a high
     standard of accuracy and  completeness

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     in the Company's  financial records and other business- related information
     and data.

o    Adhere to a high standard of business ethics and not seek advantage through
     unlawful or unethical business practices.

o    Deal  fairly  with the  Company's  customers,  suppliers,  competitors  and
     employees.

o    Refrain from taking advantage of anyone through manipulation,  concealment,
     abuse of privileged information, misrepresentation of material facts or any
     other unfair-dealing practice.

o    Protect the assets of the Company and ensure their proper use.

o    Refrain  from  taking  for  themselves  opportunities  that are  discovered
     through the use of corporate assets or using corporate assets,  information
     or position for general  personal gain outside the scope of employment with
     the Company.

o    Avoid  conflicts of interest  whenever  possible.  Anything that would be a
     conflict for a person subject to this Code also will be a conflict if it is
     related to a member of his or her family or a close  relative.  Examples of
     conflict  of  interest  situations  include,  but are not  limited  to, the
     following:

     o    any  significant  ownership  interest  in any  supplier,  customer  or
          competitor;

     o    any consulting or employment relationship with any customer,  supplier
          or competitor;

     o    any outside  business  activity  that  detracts  from an  individual's
          ability  to  devote  appropriate  time  and  attention  to  his or her
          responsibilities with the Company;

     o    the receipt of any money, non-nominal gifts or excessive entertainment
          from any  company or person  with  which the  Company  has  current or
          prospective business dealings;

     o    being  in  the  position  of  supervising,  reviewing  or  having  any
          influence on the job evaluation, pay or benefit of any close relative;
          and

     o    selling  anything to the Company or buying  anything from the Company,
          except on reasonable commercial terms for Company employees.

3.   Disclosure
     ----------

The Company  strives to ensure that the contents of and the  disclosures  in the
reports and documents  that the Company files with the  Securities  and Exchange
Commission  (the "SEC") and other  public  communications  shall be full,  fair,
accurate,  timely and  understandable  in


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accordance  with  applicable  disclosure   standards,   including  standards  of
materiality, where appropriate. Each person must:

o    not knowingly  misrepresent,  or cause others to misrepresent,  facts about
     the Company to others, whether within or outside the Company,  including to
     the    Company's    independent    auditors,    governmental    regulators,
     self-regulating   organizations  and  other  governmental   officials,   as
     appropriate; and

o    in  relation  to his or her area of  responsibility,  properly  review  and
     critically analyze proposed disclosure for accuracy and completeness.

In addition to the foregoing,  the Chief Executive Officer,  the Chief Financial
Officer,  and each other  person that  typically  is  involved in the  financial
reporting of the Company must familiarize himself or herself with the disclosure
requirements  applicable  to the Company as well as the business  and  financial
operations of the Company.

Each person must  promptly  bring to the  attention of the Chairman of the Audit
Committee  of  the  Board  of  Directors  any  information  he or she  may  have
concerning (a)  significant  deficiencies in the design or operation of internal
and/or disclosure controls which could adversely affect the Company's ability to
record,  process,  summarize and report financial data or (b) any fraud, whether
or not  material,  that  involves  management  or  other  employees  who  have a
significant role in the Company's financial  reporting,  disclosures or internal
controls.

4.   Compliance
     ----------

It is the  Company's  obligation  and  policy  to  comply  with  all  applicable
governmental laws, rules and regulations.  It is the personal  responsibility of
each person to adhere to the standards and  restrictions  imposed by those laws,
rules and  regulations,  including  those  relating to  accounting  and auditing
matters.

5.   Reporting and Accountability
     ----------------------------

The Audit  Committee of the Board of Directors of the Company is responsible for
applying this Code to specific situations in which questions are presented to it
and has the authority to interpret  this Code in any particular  situation.  Any
person who becomes  aware of any  existing or  potential  breach of this Code is
required to notify the Chairman of the Audit Committee  promptly.  Failure to do
so is itself a breach of this Code.

Specifically, each person must:

o    Notify the  Chairman of the Audit  Committee  promptly  of any  existing or
     potential violation of this Code.

o    Not retaliate against any other person for reports of potential  violations
     that are made in good faith.


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The Company will follow the following  procedures in investigating and enforcing
this Code and in reporting on the Code:

o    The Audit  Committee will take all  appropriate  action to investigate  any
     breaches reported to it.

o    If the Audit  Committee  determines  that a breach  has  occurred,  it will
     inform the Board of Directors.

o    Upon being notified that a breach has occurred, the Board of Directors will
     take or  authorize  such  disciplinary  or  preventive  action  as it deems
     appropriate, after consultation with the Audit Committee and counsel, up to
     and  including  dismissal  or, in the event of  criminal  or other  serious
     violations  of  law,  notification  of the  SEC or  other  appropriate  law
     enforcement authorities.

No person  following the above  procedure  shall,  as a result of following such
procedure,  be subject  by the  Company or any  officer or  employee  thereof to
discharge,   demotion  suspension,   threat,   harassment  or,  in  any  manner,
discrimination against such person in terms and conditions of employment.

6.   Waivers And Amendments
     ----------------------

Any  waiver  (defined  below)  or an  implicit  waiver  (defined  below)  from a
provision of this Code for the principal executive officer,  principal financial
officer,  principal  accounting  officer or controller,  and persons  performing
similar  functions or any amendment (as defined  below) to this Code is required
to be disclosed in the  Company's  Annual  Report on Form 10-KSB or in a Current
Report on Form 8-K filed with the SEC.

A "waiver" means the approval by the Company's  Board of Directors of a material
departure from a provision of the Code. An "implicit waiver" means the Company's
failure to take action within a reasonable  period of time  regarding a material
departure  from a provision of the Code that has been made known to an executive
officer of the Company.  An  "amendment"  means any amendment to this Code other
than minor technical, administrative or other non-substantive amendments hereto.

All persons  should note that it is not the  Company's  intention to grant or to
permit  waivers from the  requirements  of this Code.  The Company  expects full
compliance with this Code.

7.   Other Policies And Procedures
     -----------------------------

Any  other  policy  or  procedure  set out by the  Company  in  writing  or made
generally known to employees,  officers or directors of the Company prior to the
date hereof or hereafter are separate  requirements and remain in full force and
effect.


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8.   Inquiries
     ---------

All  inquiries and  questions in relation to this Code or its  applicability  to
particular  people or  situations  should be  addressed  to the Chief  Financial
Officer of the Company.


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