**EXHIBIT
      14.1**





**INFOSMART
                GROUP, INC.**
              
              
              **CODE
                OF**
              
              **BUSINESS
                CONDUCT AND ETHICS**
              
              
              
              
              
              
              **adopted
                by the board of directors on**
              
              **June
                4, 2007**








**TABLE
      OF CONTENTS**


**Page****CODE
                  OF BUSINESS CONDUCT AND ETHICS**POLICY
                  STATEMENT
              3APPROVALS
                  AND WAIVERS
              4CONFLICTS
                  OF INTEREST
              4BUSINESS
                  RELATIONSHIPS
              5FAIR
                  COMPETITION
              5GIFTS,
                  GRATUITIES, ENTERTAINMENT AND OTHER CONSIDERATIONS
              5Gifts
              6Loans
              6Meals,
                  Entertainment, and Travel
              6Bribes
                  and Kickbacks
              6POLITICAL
                  CONTRIBUTIONS AND LOBBYING
              7ACCURACY
                  OF REPORTS, RECORDS AND ACCOUNTS
              7GOVERNMENT
                  INVESTIGATIONS
              8INSIDER
                  TRADING; COMMUNICATIONS WITH THIRD PARTIES
              9Insider
                  Trading
              9Communications
                  with the Media and the Financial Community
              9Confidential
                  Information
              9TECHNOLOGY
                  USE AND PRIVACY
              10Authorization
              10Prohibition
                  Against Violating Copyright Laws
              10Other
                  Prohibited Uses
              10OUR
                  WORK ENVIRONMENT
              11ENVIRONMENTAL
              11DISCIPLINARY
                  ACTION
              11"WHISTLEBLOWER
                  PROCESS"
              11
  3


**INFOSMART
      GROUP, INC.**


**CODE
      OF BUSINESS CONDUCT** **AND ETHICS**


**adopted
      June 4, 2007**








**POLICY
      STATEMENT**





Ethical
      business conduct is critical to our business and the responsibility of all
      of
      us. It is the policy of Infosmart Group, Inc. to conduct its affairs in
      accordance with all applicable laws and regulations .
      The
      Code of Business Conduct and Ethics (the “Code”) applies to the employees,
      officers and directors of Infosmart Group, Inc. and its subsidiaries and any
      subsidiaries it may form in the future (collectively, the “ Company ”).
      This
      Code of Business Conduct is designed to deter wrongdoing and promote:




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




·
            full,
                fair, accurate, timely and understandable disclosure in reports and
                documents the Company files with, or submits to, the Securities and
                Exchange Commission and in other public communications made by the
                Company;




·
            compliance
                with applicable governmental laws, rules and
                regulations;




·
            the
                prompt internal reporting to the appropriate person of violations
                of this
                Code; and




·
            accountability
                for adherence to this Code.




Infosmart
      Group, Inc. has established standards for behavior that affect the Company,
      and
      employees should pattern their daily performance in
      compliance with those standards. The Company promotes ethical behavior and
      encourages employees to talk to supervisors, managers, the Chief Compliance
      Officer, the General Counsel, or other appropriate personnel when in doubt
      about
      the best course of action in a particular situation. For purposes of this Code,
      the “Chief Compliance Officer” shall be the Chief Executive Officer of the
      Company. **If
      you have any questions about the Code, or are unsure about whether an action
      or
      inaction that you intend to take is permitted under the Code, please contact
      our
      Chief Compliance Officer. Additionally, employees should report violations
      of
      laws, rules, regulations or the Code to appropriate personnel. Employees
      reporting such violations in good faith will not be subject to retaliation.
      Any
      employee in or aware of a situation that he or she believes may violate or
      lead
      to a violation of this Code should follow the guidelines under
“** **Compliance
      and Reporting** **”
      below.**




This
      Code covers a wide
      range of business practices and procedures. It does not cover every issue that
      may arise, but it sets out basic principles to guide all employees of the
      Company. Corporate
      policies and procedures provide details pertinent to many of the provisions
      of
      the Code. Employees
      are expected to be aware of, and to act in accordance with, both the Code and
      the Company’s other policies and procedures at all times. Although
      there can be no better course of action than to apply common sense and sound
      judgment, do not hesitate to use the resources available whenever it is
      necessary to seek clarification.




4




Part
      of
      your job and ethical responsibility is to help enforce this Code. You should
      be
      alert to possible violations and report possible violations to our Chief
      Compliance Officer pursuant to the “Whistleblower Process” described
      below.




Violations
      of the law, this Code or other Company policies or procedures can lead to
      disciplinary action up to and including employment termination.




**APPROVALS
      AND WAIVERS**





Certain
      provisions of this Code require employees to act, or refrain from acting, unless
      prior approval is received from the
      appropriate person. Employees requesting approval pursuant to this Code should
      request such approval in writing to the Chief Compliance Officer. Approvals
      relating to the Company’s principal executive officer, principal financial
      officer, principal accounting officer or controller, or persons performing
      similar functions, must be obtained from the Company’s Audit Committee. All
      other approvals may be granted by the Chief Compliance Officer. Employees may
      contact the Chief Compliance Officer for additional information on obtaining
      approvals.




Other
      provisions of this Code require employees to act, or refrain from acting, in
      a
      particular matter and do not permit exceptions based on obtaining an approval.
      Waiver of those provisions may only be granted by the Audit Committee, and
      changes in this Code may only be made by the Board of Directors.




**COMPLIANCE
      WITH GOVERNMENT AND INDUSTRY REGULATION**





You
      must
      comply with all applicable federal, state and local laws, regulations, rules
      and
      regulatory orders applicable to our business, including healthcare services
      laws
      and regulations. Each employee, director, agent, contractor and consultant
      must
      acquire appropriate knowledge of the requirements of his or her locale relating
      to his or her duties sufficient to enable him or her to recognize potential
      dangers and to know when to seek advice from our legal counsel. Violations
      of
      laws, regulations, rules and orders may subject the employee, director, agent,
      contractor or consultant to individual criminal or civil liability, as well
      as
      to discipline by the Company. These violations also may subject the Company
      to
      civil or criminal liability and/or the loss of business .




**CONFLICTS
      OF INTEREST**





Each
      of
      us has a responsibility to the Company, its stockholders and each other.
      Although this duty does not prevent us from engaging in personal transactions
      and investments, it does demand that we avoid situations where a conflict of
      interest might occur or appear to occur. We should always strive to avoid even
      the appearance of impropriety.




5




A
      conflict of interest arises
      any time an employee’s personal interests or activities influence his or her
      ability to act in the best interests of the Company. All
      employees must discharge their responsibilities solely on the basis of what
      is
      in the best interest of the Company and independent of personal consideration
      or
      relationships. Employees must disclose any potential conflicts of interest
      to
      the Chief Compliance Officer or such officer’s designees, who will advise the
      employee as to whether or not the Company believes a conflict of interest
      exists.




**BUSINESS
      RELATIONSHIPS**





The
      Company seeks to outperform its competition fairly and honesty. The Company
      seeks competitive advantages through superior performance, not unethical or
      illegal business practices. Each employee should endeavor to deal fairly with
      the Company's customers, suppliers, competitors and employees. None should
      take
      unfair advantage of anyone through manipulation, concealment, abuse of
      privileged information, misrepresentation of material facts, or any
      unfair-dealing practice.




No
      employee may enter into any agreement binding the Company without authorization.
      The Company has instituted **** contract
      and signature approval policies that identify those individuals who have the
      authority to approve and sign certain contracts binding the Company. If there
      are any questions about which employees have signature authority for a given
      contract, contact the Chief Compliance Officer or such officer’s designee.




**CORPORATE
      OPPORTUNITIES**





Employees,
      officers and directors may not exploit for their own personal gain opportunities
      that are discovered through the use of corporate property, information or
      position unless the opportunity is disclosed fully in writing to our Board
      of
      Directors and the Board of Directors declines to pursue such
      opportunity.




**FAIR
      COMPETITION**





Fair
      competition laws, including the U.S. antitrust rules, limit what the
      Company can do with another company and what the Company can do on its own.
      Generally, the laws are designed to prohibit agreements or actions that reduce
      competition and harm consumers. Employees may not enter into agreements or
      discussions with competitors that have the effect of fixing or controlling
      prices, dividing and allocating markets or territories, or boycotting suppliers
      or customers.




**GIFTS,
      GRATUITIES, ENTERTAINMENT AND OTHER CONSIDERATIONS**





Use
      of
      Company funds or other Company property for illegal, unethical or otherwise
      improper purposes is prohibited. The purpose of business entertainment and
      gifts
      in a commercial setting is to create goodwill and a sound working relationship,
      not to gain advantage with customers or suppliers.




6




**Gifts**




Except
      as
      set out below and in the Company’s policies, or with approval, employees should
      refrain from giving and receiving business-related gifts.




·
            No
                employee or agent may solicit or accept a gift (including any payment,
                compensation, loan or other financial favor) having a value of more
                than
                US $100 to or from a person or organization with the intention of
                influencing the recipient’s business judgment or conduct. There should
                always be a business benefit or purpose for accepting any gift or
                participating in a supplier-sponsored activity, and any benefits
                received
                should not influence, or appear to influence, selection and purchasing
                decisions.




·
            It
                is never appropriate or permissible to accept or give cash or a cash
                equivalent from or to a vendor, supplier or customer outside the
                Company’s
                normal business. Cash equivalents include, among other things, checks,
                money orders and vouchers.




·
            No
                employee or agent may give a business-related gift, meals, travel
                or
                entertainment having a value greater than US $100 to any person or
                organization on behalf of the Company. Rules relating to U.S. and
                foreign
                government personnel are more stringent.




**Loans**




Employees
      may not accept loans from any person or entities having or seeking business
      with
      the Company. Executive officers and directors may not receive loans from the
      Company, nor may the Company arrange for any loan. A loan from a financial
      institution in ordinary course at normal interest rates prevailing at the time
      of borrowing is permissible.




**Meals,
      Entertainment, and Travel**




Employees
      may provide or accept meals and entertainment, including attendance at sporting
      or cultural events, as long as it is business-related. The value of the activity
      must be reasonable and permissible under the Company’s expense account
      procedures. Each employee should express care to insure that such activities
      are
      necessary and that their value and frequency are not excessive under all the
      applicable circumstances. Rules relating to U.S. government personnel are more
      stringent.




**Bribes
      and Kickbacks**




The
      use
      of Company funds, facilities or property for any illegal or unethical purpose
      is
      strictly prohibited.




·
            No
                employee or agent is permitted to offer, give or cause others to
                give, any
                payments or anything of value for the purpose of influencing the
                recipient’s business judgment or conduct other than facilitating
                payments;




7




·
            Employees
                may not solicit or accept a kickback or bribe, in any form, for any
                reason.




**FOREIGN
      CORRUPT PRACTICES ACT**





The
      Company requires full compliance with the Foreign Corrupt Practices Act (“FCPA”)
      by all of its employees, directors, agents, contractors and consultants. All
      employees, directors, agents, contractors and consultants, whether located
      in
      the United States or abroad, are responsible for FCPA compliance and the
      procedures to ensure FCPA compliance. All managers and supervisory personnel
      are
      expected to monitor continued compliance with the FCPA to ensure compliance
      with
      the moral, ethical and professional standards. FCPA compliance includes
      maintaining and managing records discussed below. In addition, no contract
      or
      agreement may be made with any business in which a government official or
      employee holds a significant interest, without the prior approval of our legal
      counsel.




**POLITICAL
      CONTRIBUTIONS** **AND LOBBYING**





No
      political contributions are to be made using Company funds or assets to any
      political party, political campaign, political candidate or public official
      in
      the United States or any foreign country, unless the contribution is lawful
      and
      expressly authorized in writing. In addition, no employee may make a political
      contribution on behalf of the Company, or with the appearance that such
      contribution is being made on behalf of the Company, unless expressly authorized
      in writing. A “contribution” is any direct or indirect payment, distribution,
      loan, advance, deposit, or gift of money, services or anything of value in
      connection with an election or to an organization or group formed to support
      or
      defend a referendum or ballot issue.




Nothing
      in this Code is intended to discourage employees from making contributions
      of
      their own time or funds to political parties or candidates of their choice.
      However, employees will not be compensated or reimbursed by the Company for
      any
      personal contributions.




Employees
      must obtain prior approval to hire outside counsel or a public affairs firm
      to
      contact government officials regarding legislation, regulatory policy, or rule
      making. This includes grassroots lobbying contacts.




**ACCURACY
      OF REPORTS, RECORDS AND ACCOUNTS**





The
      integrity of our records and public disclosures depends on the accuracy,
      completeness and validity of the information supporting the entries to our
      books
      and records. All employees are responsible for the accuracy of such information.
      The records and books of account of the Company shall meet the highest standards
      and accurately and fairly reflect, in reasonable detail, our assets,
      liabilities, revenues, costs and expenses, as well as all transactions and
      changes in assets and liabilities. Specifically, the Company requires that:




·
            No
                entry shall be made in our books and records that intentionally hides
                or
                disguises the nature of any transaction or of any of our liabilities,
                or
                misclassifies any transactions as to accounts or accounting periods;




8




·
            Transactions
                shall be supported by appropriate documentation;




·
            The
                terms of commercial transactions shall be reflected accurately in
                the
                documentation for such transactions, and all such documentation shall
                be
                reflected accurately in our books and records;




·
            Employees
                shall comply with our system of internal controls;
                and




·
            No
                cash or other assets shall be maintained for any purpose in any unrecorded
                or “off the books” fund.




All
      employees must not create false or misleading documents or accounting, financial
      or electronic records for any purpose, and no one may direct an employee to
      do
      so. For example, expense reports must accurately document expenses actually
      incurred in accordance with our policies. All employees must not obtain or
      create “false” invoices or other misleading documentation or invent or use
      fictitious entities, sales, purchases, services, loans or other financial
      arrangements for any purpose. No employee may take or authorize any action
      that
      would cause our financial records or disclosures to fail to comply with
      generally accepted accounting principles, the rules and regulations of the
      Securities and Exchange Commission, or other applicable laws rules and
      regulations. All employees are expected to cooperate fully with our accounting
      department, as well as our independent public accountants and outside legal
      counsel, respond to their questions with candor, and provide them with complete
      and accurate information to help ensure our books and records (and public
      disclosures) are accurate and complete.




Our
      books
      and records are relied upon to produce reports for our Board of Directors,
      management, stockholders, creditors and government agencies. We also rely on
      our
      books and records, particularly those relating to financial and accounting
      matters, to prepare periodic reports filed with the Securities and Exchange
      Commission. Employees who handle, collect, provide or analyze information for,
      or contribute in any way to the preparation or review of the information used
      in
      these periodic reports should use their best efforts to ensure that the
      information we disclose is full, fair and accurate. No employee should knowingly
      make (or cause or encourage any other person to make) any false or misleading
      statement in any of our reports filed with the SEC or knowingly omit (or cause
      or encourage any other person to omit) any information necessary to make the
      disclosure in any of our reports accurate in all material respects.




**GOVERNMENT
      INVESTIGATIONS**





Employees
      must promptly notify counsel of any government investigation or inquiries from
      government agencies.




Employees
      must not obstruct the collection of information, data or records. The Company
      provides information to the government that it is entitled to during an
      inspection, investigation, or request for information. Employees must not lie
      to
      government investigators or making misleading statements. Employees must not
      attempt to cause another employee to fail to provide accurate information to
      government investigators.




9




**INSIDER** **TRADING;
      COMMUNICATIONS WITH THIRD PARTIES**





Employees,
      officers and directors who have access to confidential information are not
      permitted to use or share that information for stock trading purposes or for
      any
      other purpose except the conduct of our business.




**Insider
      Trading**




Inside
      information is material information about a publicly traded company that is
      not
      known by the public. Information is deemed “material” if it could affect the
      market price of a security or if a reasonable investor would attach importance
      to the information in deciding whether to buy, sell or hold a security. Inside
      information typically relates to financial conditions, such as progress toward
      achieving revenue and earnings targets or projections of future earnings or
      losses of the Company. Inside information also includes changes in strategy
      regarding a proposed merger, acquisition or tender offer, new products or
      services, contract awards and other similar information. Inside information
      is
      not limited to information about the Company. It also includes material
      non-public information about others, including the Company’s customers,
      suppliers, and competitors.




Insider
      trading is prohibited by law. It occurs when an individual with material,
      non-public information trades securities or communicates such information to
      others who trade. The person who trades or “tips” information violates the law
      if he or she has a duty or relationship of trust and confidence not to use
      the
      information.




Trading
      or helping others trade while aware of inside information has serious legal
      consequences, even if the Insider does not receive any personal financial
      benefit. Insiders may also have an obligation to take appropriate steps to
      prevent insider trading by others.




**Communications
      with the Media** **and the Financial Community**




The
      Company communicates with the press and with the financial community through
      official channels only. It is our policy to provide accurate and timely
      information about our business to investors, the media, and the general public.
      All media inquiries and well as inquiries received from financial analysts
      should be directed to our Investor Relations Department. All legal inquiries
      should be referred to the Chief Compliance Officer. All inquiries regarding
      current or former employees should be referred to the Human Resources
      Department.




**Confidential
      Information**




One
      of
      the Company’s most important assets is proprietary and confidential information.
      Employees who have access to or have possession of any proprietary or
      confidential information entrusted to them should maintain the confidentiality
      of such information, except when disclosure is authorized or legally mandated.
      Confidential information includes all non-public information (whether in written
      or verbal form), including information that might be of use to competitors,
      or
      harmful to the Company or its customers if disclosed.




Employees
      should not share confidential information of our collaborators, license
      partners, or suppliers with third parties or others within the Company who
      have
      no legitimate business purpose for receiving such information. Improper
      disclosure of such information by an employee would violate the confidentiality
      agreement between the employee and the Company, and could also constitute an
      illegal act resulting in civil liability and/or criminal penalties.




10




Employees
      should take all appropriate measures to avoid inadvertent disclosure of
      confidential information. Materials that contain or might contain confidential
      information such as presentations, memoranda, working papers, data storage
      devices or disks, and laptop computers should be stored and maintained in a
      secure location. Unauthorized release or posting of information concerning
      our
      business via internet is prohibited, including discussions (anonymous or not)
      about the Company’s business in “chat rooms.” All Company-related
      correspondence, e-mail, voicemail and electronic communications are presumed
      to
      be confidential and should not be disseminated outside of the Company, except
      for legitimate business purposes.




**TECHNOLOGY
      USE AND PRIVACY**





The
      Company provides various technology resources (including computers, telephones,
      software, copying machines, Internet access, and voice mail) to authorized
      employees to assist them in performing their job duties for the Company. Each
      employee has the responsibility to use the Company’s technology resources in a
      manner that complies with applicable laws and Company policies, increases
      productivity, enhances the Company’s public image and is respectful of other
      employees.




**Authorization**




Access
      to
      the Company’s technology resources is within the sole discretion of the Company
      and subject to Company policies. Generally, employees are given access to the
      Company’s various technologies consistent with their job functions. The Company
      reserves the right to limit such access by any means available to it, including
      revoking access altogether.




**Prohibition
      Against Violating Copyright Laws**




Employees
      may not use the Company’s technology resources to copy, retrieve, forward or
      send copyrighted materials unless the employee has the author’s permission or is
      accessing a single copy only for the employee’s reference. Violation of
      copyright laws is a potential financial and legal liability for both the Company
      and the offending employee.




**Other
      Prohibited Uses**




Employees
      may not use any of the Company’s technology resources for any illegal purpose,
      in violation of any Company policy, in a manner contrary to the best interests
      of the Company, in any way that discloses confidential or proprietary
      information of the Company or third parties on an unauthorized basis, or for
      personal gain.




11




**OUR
      WORK ENVIRONMENT**





The
      Company is firmly committed to providing equal opportunity in all aspects of
      employment and will not tolerate any illegal discrimination or harassment of
      any
      kind. In addition, the Company strives to provide each employee with a safe
      and
      healthy work environment. Each employee has responsibility for maintaining
      a
      safe and healthy workplace for all employees by following health and safety
      rules and practices and reporting accidents, injuries and unsafe equipment,
      practices or conditions.




**ENVIRONMENTAL**





The
      Company must fully comply with all state and federal laws relating to the
      protection of the environment in the conduct of its business. Employees must
      use, store and dispose all hazardous materials properly and in accordance with
      applicable regulations. Employees must report, in accordance with Company
      policies, all circumstances under which hazardous materials or wastes come
      in
      contact with the environment, are improperly handled or disposed of, or where
      a
      potential violation of law may exist.




**DISCIPLINARY
      ACTION**




**Compliance**




Any
      employee who violates the provisions of this Code will be subject to
      disciplinary action, up to and including termination. Willful disregard of
      criminal statutes underlying this Code may require the Company to refer such
      violation for criminal prosecution or civil action.




**“WHISTLEBLOWER”
      PROCESS**





The
      Company is committed to maintaining an atmosphere of open communications and
      trust between employees and management. Furthermore, as a public company, the
      integrity of our financial information is paramount. Our financial information
      guides the decisions of the Board of Directors and is relied upon by our
      stockholders and the financial markets. For those reasons, we must maintain
      a
      workplace where employees who reasonably believe that they are aware of conduct
      in violation of the Code or our legal duties (including, but not limited to,
      questionable accounting, internal accounting controls, or auditing matters,
      or
      the reporting of fraudulent financial information to our stockholders, the
      government or the financial markets) can raise those concerns free of any
      harassment, discrimination or retaliation.




**Reporting
      Procedures** **and Other Inquiries**




Questions
      regarding the policies in this Code may be directed to the Chief Compliance
      Officer. Managers and supervisors provide timely advice and guidance to
      employees on ethics and compliance concerns and are expected to take a
      leadership role in promoting ethical business conduct. Any employee having
      knowledge of, or questions or concerns about, an actual or possible violation
      of
      the provisions of this Code is obligated to immediately report the matter to
      his
      or her immediate supervisor, the Chief Compliance Officer. In addition,
      employees may also report suspected violations of this Code anonymously.




12




Employees
      with information relating to questionable accounting or auditing matters may
      also confidentially, and anonymously if they desire, submit the information
      in
      writing to the Company’s Audit Committee of the Board of Directors at Infosmart
      Group, Inc., 5 th Floor,
      QPL Industrial Building, 126-140 Texaco Road, Tsuen Wan, Hong Kong.





When
      reporting an actual or possible violation, employees will be asked to provide
      the time, location, names of the people involved, and other details so that
      the
      Company can investigate. The Company prohibits retaliation or retribution
      against any person who in good faith reports an ethical concern. However, anyone
      who uses the Code or any compliance program to spread falsehoods, threaten
      others, or damage another person’s reputation will be subject to disciplinary
      action up to and including termination.





Employees,
      officers and directors are expected to cooperate fully with any inquiry or
      investigation by the Company regarding an alleged violation of this Code.
      Failure to cooperate with any such inquiry or investigation may result in
      disciplinary action up to and including termination.




The
      Company shall determine whether violations of this Code have occurred, and
      if
      so, shall determine the disciplinary measures to be taken. If an executive
      officer or director is alleged to have violated this Code, the Chief Executive
      Officer and the Board of Directors, respectively, shall determine whether a
      violation of this Code has occurred, and shall determine the disciplinary
      measures to be taken against such executive officer or director as a result
      of
      such violation.




This
      document is not an employment contract between the Company and its employees,
      nor does it modify their employment relationship with the Company.




This
      Code
      is intended to clarify each employee’s existing obligation for proper conduct.
      The standards and the supporting policies and procedures may change from time
      to
      time in the Company’s discretion. Each employee is responsible for knowing and
      complying with the current laws, regulations, standards, policies and procedures
      that apply to the Company’s work.




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