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                                                                    EXHIBIT 11.1

              CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS

            The Chief Executive Officer ("CEO") and all senior financial
officers, including the chief financial officer and principal accounting officer
of D F China Technology, Inc., and of any other subsidiary that becomes subject
to the periodic reporting requirements under Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934, as amended, are bound by the provisions set
forth in this Code of Ethics relating to ethical conduct, conflicts of interest,
compliance with law and standards designed to deter wrongdoing. The CEO and
senior financial officers are subject to the following specific policies:

      1. The CEO and all senior financial officers are responsible for full,
fair, accurate, timely and understandable disclosure in the periodic reports
required to be filed by the Company with the SEC. Accordingly, it is the
responsibility of the CEO and each senior financial officer promptly to bring to
the attention of the Audit Committee of D F China Technology, Inc. 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 assist the Audit
Committee in fulfilling its responsibilities as specified in the Company's
financial reporting policies and applicable law.

      2. The CEO and each senior financial officer shall promptly bring to the
attention of the Audit Committee any information he or she may have which he or
she reasonable believes reflects or indicates (a) significant deficiencies 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 Audits or
internal controls or (c) any attempt to improperly influence, coerce or mislead
the Company's independent auditors in violation of Section 303(a) of the
Sarbanes-Oxley Act of 2002 and the rules of the SEC passed thereunder.

      3. The CEO and each senior financial officer shall promptly bring to the
attention of the General Counsel or the CEO and to the Audit Committee any
information he or she may have which he or she reasonable believes reflects or
indicates a violation of this Code of Ethics or any actual or apparent conflicts
of interest between personal and professional relationships, involving any
management or other employees who have a significant role in the Company's
financial reporting Audits or internal controls.

      4. The CEO and each senior financial officer shall promptly bring to the
attention of the General Counsel or the CEO and to the Audit Committee any
information he or she may have which he or she reasonable believes indicates a
material violation of the securities or other laws, rules or regulations
applicable to the Company and the operation of its business, by the Company or
any agent thereof.

      5. The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of violations
of the Code of Ethics or of these additional procedures by the CEO and the
Company's senior financial officers. Such actions shall be reasonably designed
to deter wrongdoing and to promote accountability for adherence to this Code of
Ethics and to these additional procedures,

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and shall include written notices to the individual involved that the Board has
determined that there has been a violation and the action to be taken, which
action may include censure by the Board, demotion or re-assignment of the
individual involved, suspension with or without pay or benefits (as determined
by the Board) or termination of the individual's employment. In determining what
action is appropriate in a particular case, the Board of Directors or such
designee shall take into account all relevant information, including without
limitation 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 and whether or
not the individual in question had committed other violations in the past.

      6. Any waiver of this Code of Ethics may be made only by the Board of
Directors of the Company and shall be disclosed to the persons in the manner
provided by applicable law and by any regulatory agency having authority over
the Company.

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