**Exhibit 14.1**

**NextMart, Inc.**

**Code of Ethics**

*Adopted                                  *

It is the policy ofNextMart, Inc. (together with its wholly-owned subsidiaries and affiliatesworldwide, the “Company”) that all directors, officers and employees of the Companyshall, to the best of their knowledge and ability, adhere to, comply with andadvocate the principles set out in this code of ethics (the “Code”) governingtheir professional and ethical conduct in the fulfillment of theirresponsibilities.

***This Code is not intended to supercede the Company’sEmployee Handbook or to otherwise alter employee obligations to comply with theHandbook.***

The purposes of the Codeare to promote:

·                  honestand ethical conduct, including the ethical handling of actual or apparentconflicts of interest between personal and professional relationships;

·                  full,fair, accurate, timely and understandable disclosure in reports and documentsthat the Company files with, or submits to the U.S. Securities and ExchangeCommission and in other public communications made by the Company;

·                  compliancewith applicable governmental laws, rules and regulations;

·                  theprompt internal reporting of violations of the Code to appropriate persons ofauthority within the Company; and

·                  accountabilityfor adherence to the Code.

The Code embodiesprinciples to which all directors, officers and employees are expected toadhere and advocate. Any violations of the Code may result in disciplinaryaction, up to and including termination or removal, as applicable.

All directors, officersand employees of the Company will:
| 1.     |   | Act with honesty and integrity, avoiding actual or  apparent conflicts between personal and private interests and the interests  of the Company, including refraining from receiving improper personal  benefits as a result of holding a particular position with the Company; |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                            |
| 2.     |   | Not solicit or accept, for personal or other  benefit, business or similar opportunities that could reasonably be expected  to otherwise accrue to the benefit of the Company;                                                                                                  |

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| 3.     |   | Use corporate assets entrusted to them in a  responsible manner and refrain from competing directly or indirectly with the  Company or using corporate information or opportunities for personal gain;                                                                                                                                      |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 4.     |   | Where applicable, provide the U.S. Securities and  Exchange Commission, the Company’s stockholders, the investing public and  other relevant constituencies with full, fair, accurate, timely and  understandable reports and information;                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 5.     |   | Endeavor to comply with applicable laws and  regulations of federal, state, local and foreign governments and government  agencies having jurisdiction over the Company, including the U.S. Food and  Drug Administration, and with applicable regulations of private or  self-regulatory authorities having jurisdiction over the Company; |
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 6.     |   | Act in good faith, responsibly with due care and  diligence and without misrepresentation or omission of material facts and  strive to maintain independent judgment in the performance and fulfillment of  their duties and responsibilities;                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 7.     |   | Promote ethical behavior among subordinates and  peers at the Company;                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 8.     |   | Respect the confidentiality of information acquired  or obtained in the course of performance of their responsibilities, never use  confidential information for personal advantage, and disclose confidential  information of the Company or third parties only when such disclosure is  legally required or is otherwise authorized.      |
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 9.     |   | Not fraudulently influence, coerce, manipulate or  mislead any auditor engaged in the performance of an audit for the purpose of  rendering the financial statements materially misleading.                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 10.    |   | Comply with other policies and procedures of the  Company applicable to their positions and employment, including the Company’s  Insider Trading Policy and the policies and procedures of the Company set  forth in the Company’s Employee Handbook.                                                                             |

 

Any waiver of this Codeof Ethics may be made only by the Company’s Board of Directors (the “Board”).Any waiver of the code for any director or executive officer of the Companymust be disclosed on Form 8-K within five days, or such shorter period as maybe required under applicable regulation.

It is the duty of eachdirector, officer and employee of the Company to report violations of the Codepromptly to the attention of the Company’s Chief Executive Officer, GeneralCounsel or to any member of the Audit Committee of the Board (the “AuditCommittee”).

If you have a concernabout a questionable accounting or auditing matter, or any other violation ofthis Code, the Company’s Insider Trading Policy or the Company’s EmployeeHandbook, and wish to submit the concern confidentially or anonymously, you maydo so through writing to the attention of the Company’s.

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Chief Executive Officer,General Counsel or to any member of the Audit Committee. Your communicationwill be kept confidential to the extent permitted by law. The Company willhandle all inquiries discreetly and make every effort to maintain, within thelimits allowed by law, the confidentiality of anyone requesting guidance orreporting questionable behavior or other matters of concern under the Code. TheBoard shall promptly determine, or designate appropriate persons (including, ifso determined by the Board, the Audit Committee) promptly to determineappropriate actions to be taken in the event of violations of the Code by anydirector, officer or employee. In determining what actions are appropriate in aparticular case, the Board (or its designee) shall act consistently and takeinto account relevant information including the nature and severity of theviolation, whether the violation was a single occurrence or a series ofrepeated occurrences, whether the violation appears to have been intentional orinadvertent, whether the individual in question had been advised prior to theviolation as to the proper course of action, and whether or not the director,officer or employee in question had committed other violations in the past.

If the Board or the AuditCommittee believes that standards for compliance with the Code are notobjective, or that the process for determining violations is not fair or thatthe Code is not conducive to prompt and consistent enforcement, or that the protectionfor persons reporting questionable behavior pursuant to the Code is inadequate(either under the Code or under the Company’s other policies), the Board shalladopt, or the Audit Committee shall recommend to the Board for adoptionappropriate changes to the Code or other Company policies.

It is the Company’sintention that the Code be the Company’s written code of ethics underSection 406 of the Sarbanes-Oxley Act of 2002 complying with the standardsset forth in Securities and Exchange Commission Regulation S-KItem 406.

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**ACKNOWLEDGEMENTOF ADHERENCE TO CODE OF ETHICS**

In my role as anexecutive and/or a financial executive of NextMart, Inc., I certify to you thatI adhere to and advocate the principles and responsibilities outlined inNextMart, Inc.’s attached Code of Ethics.

I agree to report toNextMart, Inc. and all other applicable parties including regulators of anyfailure on my part to adhere to this Code of Ethics. I fully understand thatviolation of this code may lead to penalties to myself personally and toNextMart, Inc.
|                                                 |   |   |
|-------------------------------------------------|--------|--------|
| /s/ Jeffery Zhen Li                             |   |   | Date for reference: 7/13/07 |
| Name: Jeffery Zhen Li                           |   |   |
| Position: Chief Financial Officer and Secretary |   |   |
|                                                 |        |        |  |  |

 

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