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                                  EXHIBIT 14.1

CODE OF ETHICS
                             THE HAVANA GROUP, INC.

Introduction

This Code of Ethics (the "Code") embodies the commitment of The Havana Group,
Inc. and our subsidiaries to conduct our business in accordance with all
applicable laws, rules and regulations and the highest ethical standards. All
Senior Financial Officers (as hereinafter defined) are expected to adhere to the
principles and procedures set forth in this Code. For purposes of Section 406 of
the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, this Code
shall be our code of ethics for our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions (collectively, "Senior Financial Officers"). This
Code is separate and apart from, and in addition to, any policies our company
may have in effect, from time to time, relating to our employees, officers and
Board of Directors.

A. Code Compliance and Reporting

Our Senior Financial Officers should strive to identify and raise potential
issues before they lead to problems, and should ask about the application of
this Code whenever in doubt. Any Senior Financial Officer who becomes aware of
any existing or potential violation of this Code should promptly notify the
Audit Committee of our Board of Directors (see Appendix A attached hereto for
contact information) (we refer to such contacts as the "Appropriate Ethics
Contact"). We will take such disciplinary or preventive action as we deem
appropriate to address any existing or potential violation of this Code brought
to our attention.

Any questions relating to how these policies should be interpreted or applied
should be addressed to the Appropriate Ethics Contact.

B. Personal Conflicts of Interest

A "personal conflict of interest" occurs when an individual's private interest
improperly interferes with the interests of the company. Personal conflicts of
interest, whether actual or apparent, are prohibited as a matter of company
policy, unless they have been approved or waived by the company. In particular,
a Senior Financial Officer must never use or attempt to use his or her position
at the company to obtain any improper personal benefit for himself or herself,
for his or her family members, or for any other person, including loans or
guarantees of obligations, from any person or entity.

Service to the company should never be subordinated to personal gain and
advantage. Conflicts of interest, whether actual or apparent, should, to the
extent possible, be avoided.

Any Senior Financial Officer who is aware of a material transaction or
relationship that could reasonably be expected to give rise to a conflict of
interest should discuss the matter promptly with the Appropriate Ethics Contact.

C. Public Disclosure

It is company policy that the information in our public communications,
including our filings made with the United States Securities and Exchange
Commission, be full, fair, accurate, timely and understandable. Our Senior
Financial Officers, who are involved in the company's disclosure process, are
responsible for acting in furtherance of this policy. In particular, these
individuals are required to maintain familiarity with the disclosure
requirements applicable to the company and are prohibited from knowingly
misrepresenting, omitting, or causing others to misrepresent or omit, material
facts about the company to others, whether within or outside the company,
including the company's independent auditors.

D. Compliance with Laws, Rules and Regulations

It is company policy to comply with all applicable laws, rules and regulations.
It is the personal responsibility of each Senior Financial Officer to adhere to
the standards and restrictions imposed by those laws, rules and regulations. If
a Senior Financial Officer is not aware or familiar with the laws, rules or
regulations that apply specifically to our business, they must request that the
Appropriate Ethics Contact provide such information.

Generally, it is both illegal and against company policy for any Senior
Financial Officer who is aware of material nonpublic information relating to the
company, any of the company's clients or any other private or governmental
issuer of securities to buy or sell any securities of those issuers, or
recommend that another person buy, sell or hold the securities of those issuers.
Any Senior Financial Officer who is uncertain about the legal rules involving
his or her purchase or sale of any company securities or any securities in
issuers with which he or she is familiar by virtue of his or her work for the
company should consult with the Appropriate Ethics Contact before making any
such purchase or sale.

E.  Amendment, Modification and Waiver

This Code may be amended or modified by our Board of Directors. Waivers of this
Code may only be granted by the Board of Directors or a committee of the Board
with specific delegated authority. Waivers will be disclosed as required by the
Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder and any applicable rules relating to the maintenance of the listing
of our securities on any stock exchange.

                                   Appendix A
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Appropriate Ethics Contact

Mr. William L. Miller The Havana Group, Inc. 7090 Whipple Avenue N. Canton, OH
44720

Or via Email at: wmiller@havanagroup.net