Exhibit 14.1

                                   ETHICS CODE
                   GENESIS BIOVENTURES, INC., (THE "COMPANY")

                    FOR CHIEF EXECUTIVE OFFICER ("OFFICERS")
                                  AND ALL OTHER
          SENIOR OFFICERS AND EXECUTIVES OF THE COMPANY ("EXECUTIVES")

                             ADOPTED: APRIL 13, 2004


     The  Chief  Executive  Officer  ("CEO")  and  all other senior officers and
executives  of  the  company (collectively "Executives") shall serve the company
subject  to  the  following  specific  ethical  obligations:

     1.     The  CEO  and  all Executives shall endeavor to comply, and to cause
the  Company  to  comply,  with  all  applicable  governmental  laws,  rules and
regulations  impacting  on  the  Company's  business  and  operations.

     2.     The  CEO  and all Executives shall endeavor to act fairly, honestly,
and  forthrightly  towards each other, other employees of the Company, customers
of  and  vendors  to  the  Company,  and  the  shareholders.

     3.     The  CEO  and  all  Executives  shall  not  engage  in  personal  or
professional  relationships  with  each  other,  other employees of the Company,
customers  of  or  vendors  to  the  Company  which  are  in  conflict  with the
obligations  of  the Company to such persons, or which may create the appearance
of  a  conflict  of  interests.

     4.     All Executives shall promptly bring to the attention of the CEO, and
the  CEO  shall  promptly  bring to the attention of the Board of Directors, the
Audit  Committee or any other appropriate Committee of the Board any information
concerning any (a) unethical behavior or dishonest or illegal acts involving any
management  or  other  employee  who  has  a  significant  role in the Company's
financial reporting, disclosures or internal controls or which (b) constitutes a
violation  of this Code of Ethics, including any actual or apparent conflicts of
interest  between  the  individual's  personal  and  corporate  relationships.

     5.     All  Executives shall promptly bring to the attention of the CEO and
the  CEO  shall  promptly  bring to the attention of the Board of Directors, the
Audit  Committee or any other appropriate Committee of the Board any information


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concerning any material violation of the Securities Laws or other laws, rules or
regulations  applicable to the Company and the operation of its business, by the
Company  or  any  employee  or  agent  thereof.

     6.     The  CEO and other Executives will promote full, fair, accurate, and
timely  disclosure in all reports and other documents the Company files with, or
furnishes  or  submits,  to  the  Securities  and  Exchange  Commission.

     7.     All Executives shall promptly bring to the attention of the CEO, and
the  CEO  shall  promptly  bring to the attention of the Board of Directors, the
Audit  Committee  or  any other appropriate Committee of the Board, any material
information  of  which  she or he may become aware which impugns or suggests the
unreliability of the truth and honesty of the disclosures made by the Company in
its  public  filings,  or  other  publicly  released  statements.

     8.     All Executives shall promptly bring to the attention of the CEO, and
the  CEO  shall  promptly  bring to the attention of the Board of Directors, the
Audit  Committee or any other appropriate Committee of the Board any information
concerning  (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,  disclosures  or  internal  controls.

     9.     The  Audit  Committee  shall  determine,  or  designate  appropriate
persons to inquire into, investigate and take appropriate action in the event of
any report made to it in accordance with this Code.  Any such appropriate action
shall  be  reasonably designed to deter wrongdoing and to promote accountability
to  this  Code  of  Ethics.



                                   /s/ E.  Greg  McCartney
                                   ---------------------------
                                   E.  Greg  McCartney
                                   Genesis  Bioventures,  Inc.
                                   President


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