EXHIBIT 14.1


                        HAWKSDALE FINANCIAL VISIONS, INC.
                                 CODE OF ETHICS

1.       Introduction.

         We are committed to maintaining the highest standards of ethical
conduct. This Code of Ethics reflects the business practices and principles of
behavior that support this commitment. Our Board of Directors is responsible for
setting the standards of conduct contained in this Code and for updating these
standards as appropriate to reflect legal and regulatory developments. We expect
every employee, officer and director to read and understand this Code and its
application to the performance of his or her business responsibilities. We will
hold each of the employees, officers and directors of Hawksdale Financial
Visions, Inc., accountable for adherence to this Code. Those who violate this
Code will be subject to disciplinary action, up to and including termination.

2.       Compliance Officer.

         The Company had designated the Company's President as our Compliance
Officer to administer this Code. Employees, officers or directors, at their
discretion, may make any report or complaint provided for in this Code to the
Compliance Officer. The Compliance Officer will refer complaints submitted, as
appropriate, to the Board of Directors or as appropriate, legal counsel for the
Company. If, for any reason, it would be unproductive to submit complaints to
the Compliance Officer, then the employee, officer or director should submit
complaints to the Company's legal counsel or directly to the Board of Directors.

3.       Compliance With Applicable Laws.

         All employees, officers and directors of the Company must comply with
all of the laws, rules and regulations of the United States and other countries,
as well as the states, counties, cities and other jurisdiction laws, applicable
to the Company or its business.

         This Code does not summarize all laws, rules and regulations applicable
to the Company or its business. Please consult with the Compliance Officer if
you have questions about laws that you think may be applicable to the Company or
its business.

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4. Conflicts Of Interest.

         A "conflict of interest" may exist whenever the private interests of an
employee, officer of director conflict in any way (or even appears to conflict)
with the interests of the Company. While our employees, officers and directors
should be free to make personal investments and enjoy social relations and
normal business courtesies, they must not have any personal interests that
adversely influence the performance of the job responsibilities. A conflict
situation can arise when an employee, officer or director takes action or has
interests that may make it difficult to perform his or her Company work
objectively. Conflicts of interest may also arise when an employee, officer or
director, or a member of his or her family, receives improper personal benefits
as a result of his or her position in the Company, whether received from the
Company or a third party. Gifts to, loans to, or guarantees of obligations of,
employees, officers and directors and their respective family members may create
conflicts of interest. Federal law prohibits personal loans from the Company to
directors and executive officers. In addition, in general, it is a conflict to
interest for a Company employee or officer to work simultaneously for a
competitor, customer or supplier absent an express written consent to waiver
from the Company.

         Although it is not always possible to avoid conflicts of interest, it
is the Company's policy to prohibit such conflicts when possible. Conflicts of
interest may not always be clear-cut, so if you have a question, you should
consult with the Compliance Officer. Any employee, officer or director who
becomes aware of a conflict or potential conflict should bring it to the
attention of the Compliance Officer. Any employee, officer or director who
becomes aware of a conflict or potential conflict should bring it to the
attention of the Compliance Officer or the Company's legal counsel.

5.       Corporate Opportunity.

         Except as may be approved by the Board of Directors, employees,
officers and directors are prohibited from (a) taking for themselves personally
any opportunities that belong to the Company or are discovered though the use of
corporate property, information or position; (b) using corporate property,
information or position for personal gain; and (c) competing with the Company.

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6.       Confidentiality.

         All employees, officers and directors must maintain the confidentiality
of confidential information entrusted to them by the Company or its suppliers or
customers, except when disclosure is authorized by the Company or required by
laws, regulations or legal proceedings. The term "confidential information"
includes, but is not limited to, non-public information that might be of use to
competitors of the Company, or harmful to the Company or its customers if
disclosed. Whenever feasible, employees, officers and directors should consult
the Compliance Officer if they believe they have a legal obligation to disclose
confidential information.

7.       Fair Dealing.

         Each employee, officer and director should endeavor to deal fairly with
the Company's customers, suppliers, competitors, officers and employees. None
should take unfair advantage of anyone though manipulation, concealment, abuse
of privileged information, misrepresentation of material facts or any other
unfair dealing practice. Stealing proprietary information, misusing trade secret
information that was obtained without the owner's consent, or inducing such
disclosures by past or present employees of other companies is prohibited.

8.       Protection And Proper Use Company Assets.

         All employees, officers and directors should protect the Company's
assets and insure their efficient use. Theft, carelessness, and waste have a
direct impact on the Company's profitability. All company assets should be used
for legitimate business purposes.

9.       Accounting Complaints.

         The Audit Committee of the Board of Directors is responsible for
establishing procedures for the receipt, retention and treatment of complaints
regarding accounting, internal accounting controls or auditing matters.
Employees, officers or directors who have concerns or complaints submitted to
the Audit Committee which, subject to its duties arising under applicable law,
regulations and legal proceedings, the Audit Committee will treat such
submissions confidentially. Such concerns or complaints may be made anonymously.

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10.      Reporting Any Illegal Or Unethical Behavior.

         Employees are encouraged to promptly contact the Compliance Officer if
the Employee believes that the Employee has observed illegal or unethical
behavior by any officer, director or employee or by anyone purporting to be
acting on the Company's behalf and, the Employee has any doubt about the best
course of action in a particular situation. Such reports may be made
anonymously. Confidentiality will be protected, subject to applicable laws,
regulations or legal proceedings.

11.      Enforcement.

         Any violators of this Code will be subject to disciplinary action. The
disciplinary action will be determined by the Board of Directors. The Company
intends such disciplinary action to reflect our belief that all employees,
officers and directors should be held accountable to the standards of conduct
set forth herein. Such disciplinary action may include, without limitation,
censure by the Board, demotion, re-assignment, suspension or termination,
depending on the nature and severity of the violation.

12.      No Retaliation.

         The Company will not permit retaliation of any kind against anyone who
makes a report or compliant in good faith that a violation of this Code or other
illegal or unethical conduct has occurred.

13. Public Company Reports.

         As a public company, it is of critical importance that the Company's
filings with the Securities and Exchange Commission be full, fair, accurate,
timely and understandable. Depending on their respective position with the
Company, employees, officers or directors may be called upon to provide
information necessary to assure that the Company's public reports meet these
requirements. The Company expects employees, officers and directors to take this
responsibility very seriously and to provide prompt and accurate answers to
inquiries related to Company's public disclosure requirements.

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14.      Reporting By Supervisors.

         When any person receives a report of a violation or questionable
behavior pursuant to this Code, that person shall be responsible for bringing
such report to the attention of his or her supervisor, the Compliance Officer,
legal counsel or to the Audit Committee, as appropriate, in accordance with the
reporting procedures contained in this Code. Persons receiving such reports must
endeavor to honor any confidentiality or anonymity requests made by the
reporting person, subject to applicable laws, regulations or legal proceedings.


15.      Amendment, Modification And Waiver.

         This Code may be amended, modified or waived by the Board of Directors,
subject to the disclosure and other provisions of the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.


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