EXHIBIT 14.1

                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

    CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS


      The Board of Directors of Guardian Technologies  International,  Inc. (the
"Company"),  has adopted the  following  Code of Ethics (the "Code") to apply to
the Company's  Chief  Executive  Officer,  Chief  Financial  Officer,  principal
accounting  officer or  controller,  and persons  performing  similar  functions
(collectively,  "Senior  Financial  Officers").  This Code is  intended to focus
Senior  Financial  Officers on areas of ethical risk,  provide  guidance to help
them  recognize  and deal with  ethical  issues,  provide a mechanism  to report
unethical  conduct,  foster a  culture  of  honesty  and  accountability,  deter
wrongdoing  and promote fair and accurate  disclosure  and financial  reporting,
deal with conflicts of interest, and compliance with law.

      The Senior Financial  Officers each owe a duty to the Company to adhere to
a high standard of ethical conduct.

      This Code is intended to serve as a source of guiding  principles.  Senior
Financial   Officers  are  encouraged  to  raise  questions   about   particular
circumstances  that  may  involve  one or more  provisions  of this  Code to the
attention of the Audit Committee (or in the absence thereof,  to the independent
directors  on the  Company's  Board of  Directors),  who may consult  with legal
counsel.

      1.    The  Senior  Financial  Officers  are  responsible  for full,  fair,
            accurate,  timely  and  understandable  disclosure  in the  periodic
            reports and other  filings made by the Company  with the  Securities
            and Exchange Commission  ("SEC").  The Senior Financial Officers are
            required to  familiarize  themselves  with  disclosure  requirements
            applicable  to the  Company as well as the  business  and  financial
            operations of the Company.  In the performance of their duties,  the
            Senior   Financial    Officers   are   prohibited   from   knowingly
            misrepresenting facts.

      2.    It is the Company's policy to comply with all applicable laws, rules
            and regulations  relating to its business and operations.  It is the
            responsibility  of the Senior  Financial  Officers  to adhere to the
            standards  and   restrictions   imposed  by  such  laws,  rules  and
            regulations.

      3.    The Senior Financial Officers shall encourage open communication and
            full   disclosure  of  financial   information   by  providing  well
            understood  processes  under which  management  is kept  informed of
            financial  information of importance,  including any departures from
            sound policy,  practice or accounting norms.  However, such officers
            should refrain from disclosing confidential  information acquired in


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            the course of their work except  where  authorized,  unless  legally
            obligated to do so. They should also refrain from using confidential
            information  acquired in the course of their work for  unethical  or
            illegal advantage, either personally or through others.

      4.    The  Senior  Financial   Officers,   among  other  things,   have  a
            supervisory role over the preparation of financial  disclosure to be
            included in the Company's periodic reports to be filed with the SEC.

      5.    It is the  responsibility of the Senior Financial  Officers to bring
            to the  attention of the Board of Directors  ("Board") and the Audit
            Committee (or in the absence thereof,  to the independent  directors
            on the Board) any material information of which he or she may become
            aware  that  affects  the  disclosures  made by the  Company  in its
            filings  with  the SEC or  otherwise  assist  the  Board  and  Audit
            Committee (or in the absence thereof, the independent members of the
            Board) in fulfilling their responsibilities.

      6.    The Senior Financial  Officers shall promptly bring to the attention
            of the Board and the Audit Committee (or in the absence thereof, the
            independent  directors on the Board) any  information  he or she may
            have  concerning  (a) a  significant  deficiency  in the  design  or
            operation  of internal  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.

      7.    The Senior Financial  Officers shall promptly bring to the attention
            of the  CEO or  Audit  Committee  (or in the  absence  thereof,  the
            independent  directors on the Board) any  information  he or she may
            have  concerning  any violation of these  procedures,  including any
            actual  or  apparent  conflict  of  interest  between  personal  and
            professional  relationships,   involving  any  management  or  other
            employee  who  has a  significant  role in the  Company's  financial
            reporting, disclosures or internal controls.

      8.    The Senior Financial  Officers shall promptly bring to the attention
            of the CEO or Audit  Committee  (or in the absence  thereof,  to the
            independent  directors on the Board) any  information  he or she may
            have  concerning  evidence of a violation of the securities or other
            laws,  rules  or  regulations  applicable  to the  Company  and  the
            operations of its business,  by the Company or any agent thereof, or
            of violation of these procedures.

      9.    The Board shall  determine,  or designate an  appropriate  person to
            determine,   appropriate  actions  to  be  taken  in  the  event  of
            violations  of these  procedures by the Senior  Financial  Officers.
            Such actions shall be reasonably designed to deter wrongdoing and to


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            promote accountability for adherence to these procedures,  and shall
            include  written  notices to the individual  involved that the Board
            has  determined  there has been a  violation,  censure of the Board,
            demotion or  re-assignment  of the  individual,  suspension  with or
            without pay or benefits (as determined by the Board) and termination
            of the  individual's  employment.  In  determining  what  action  is
            appropriate  in a particular  case, the Board or such designee shall
            take into account all relevant information, including the nature and
            severity  of the  violation,  whether  the  violation  was a  single
            occurrence or repeated occurrences, whether the violation appears to
            have been  intentional  or  inadvertent,  whether the  individual in
            question  had been advised  prior to the  violation as to the proper
            course of action or whether or not the  individual  in question  had
            committed other violations in the past.

Approved by the Board of Directors,
August __, 2003.