Exhibit
14.1


Kiwa
Bio-Tech Products Group Corporation




Code
of Business Conduct and Ethics




January
2005




Introduction




This Code
of Business Conduct and Ethics (the "Code") embodies the commitment of Kiwa
Bio-Tech Products Group Corporation and its subsidiaries to conduct our business
in accordance with all applicable laws, rules and regulations and the highest
ethical standards.  All employees and members of our Board of Directors are
expected to adhere to those principles and procedures set forth in this Code
that apply to them.  We also expect the consultants we retain generally to
abide by this Code.




The Code
should be read in conjunction with Our Business Principles, which provide in
part that, "Integrity and honesty are at the heart of our business.  We
expect our people to maintain high ethical standards in everything they do, both
in their work for the firm and in their personal lives."  Our Business
Principles are attached to this Code.  Each employee, consultant and
director should also read and be familiar with the portions of the Compendium of
Firmwide Compliance Policies (the "Compendium") applicable to such employee,
consultant or director, which Compendium is not part of this Code.




Section
I




A.
Compliance and Reporting




Employees
and directors should strive to identify and raise potential issues before they
lead to problems, and should ask about the application of this Code whenever in
doubt.  Any employee or director who becomes aware of any existing or
potential violation of this Code should promptly notify, in the case of
employees, an appropriate contact listed in the Directory of Contacts included
in the Compendium and, in the case of directors and the Chief Executive Officer,
the Chief Financial Officer and the Principal Accounting Officer (the "Senior
Financial Officers"), one of the firm's General Counsel  (we refer to such
contacts as "Appropriate Ethics Contacts").  The firm will take such
disciplinary or preventive action as it deems appropriate to address any
existing or potential violation of this Code brought to its
attention.




Any
questions relating to how these policies should be interpreted or applied should
be addressed to an Appropriate Ethics Contact.




B.
Personal Conflicts of Interest




A
"personal conflict of interest" occurs when an individual's private interest
improperly interferes with the interests of the firm.  Personal conflicts
of interest are prohibited as a matter of firm policy, unless they have been
approved by the firm.  In particular, an employee or director must
never use or attempt to use his or her position at the firm to obtain any
improper personal benefit for himself or herself, for his or her family members,
or for any other person, including loans or guarantees of obligations, from any
person or entity.







Service
to the firm should never be subordinated to personal gain and advantage.
Conflicts of interest should, to the extent possible, be avoided.




Any
employee or director who is aware of a material transaction or relationship that
could reasonably be expected to give rise to a conflict of interest should
discuss the matter promptly with an Appropriate Ethics Contact.




C.
Public Disclosure




It is the
firm's policy that the information in its public communications, including SEC
filings, be full, fair, accurate, timely and understandable.  All employees
and directors who are involved in the company's disclosure process, including
the Senior Financial Officers, are responsible for acting in furtherance of this
policy.  In particular, these individuals are required to maintain
familiarity with the disclosure requirements applicable to the firm and are
prohibited from knowingly misrepresenting, omitting, or causing others to
misrepresent or omit, material facts about the firm to others, whether within or
outside the firm, including the firm's independent auditors.  In addition,
any employee or director who has a supervisory role in the firm's disclosure
process has an obligation to discharge his or her responsibilities
diligently.




D.
Compliance with Laws, Rules and Regulations




It is the
firm's policy to comply with all applicable laws, rules and regulations. 
It is the personal responsibility of each employee and director to adhere to the
standards and restrictions imposed by those laws, rules and regulations. 
The Compendium provides guidance as to certain of the laws, rules and
regulations that apply to the firm's activities.




Generally,
it is both illegal and against firm policy for any employee or director who is
aware of material nonpublic information relating to the firm, any of the firm's
clients or any other private or governmental issuer of securities to buy or sell
any securities of those issuers, or recommend that another person buy, sell or
hold the securities of those issuers.




More
detailed rules governing the trading of securities by the firm's employees and
directors are set forth in the Compendium.  Any employee or director who is
uncertain about the legal rules involving his or her purchase or sale of any
firm securities or any securities in issuers that he or she is familiar with by
virtue of his or her work for the firm should consult with an Appropriate Ethics
Contact before making any such purchase or sale.




Section
II




A.  
Corporate Opportunities







Employees
and directors owe a duty to the firm to advance the firm's legitimate business
interests when the opportunity to do so arises.  Employees and directors
are prohibited from taking for themselves (or directing to a third party) a
business opportunity that is discovered through the use of corporate property,
information or position, unless the firm has already been offered the
opportunity and turned it down.  More generally, employees and directors
are prohibited from using corporate property, information or position for
personal gain or competing with the firm.




Sometimes
the line between personal and firm benefits is difficult to draw, and sometimes
both personal and firm benefits may be derived from certain activities. 
The only prudent course of conduct for our employees and directors is to make
sure that any use of firm property or services that is not solely for the
benefit of the firm is approved beforehand through the Appropriate Ethics
Contact.




B.  
Confidentiality




In
carrying out the firm's business, employees and directors often learn
confidential or proprietary information about the firm, its clients/customers,
prospective clients/customers or other third parties.  Employees and
directors must maintain the confidentiality of all information so entrusted to
them, except when disclosure is authorized or legally mandated. 
Confidential or proprietary information includes, among other things, any
non-public information concerning the firm, including its businesses, financial
performance, results or prospects, and any non-public information provided by a
third party with the expectation that the information will be kept confidential
and used solely for the business purpose for which it was conveyed. 
Employees and directors should refer to the policies set forth in the Compendium
under "The Use and Misuse of Information - Policies and Procedures Regarding
Confidential or Proprietary Information, The Chinese Wall" and "Additional
Policies Regarding the Protection of Information - Intellectual Property
Belonging to Goldman Sachs" for more detailed guidance on this
topic.




C.  
Fair Dealing




We have a
history of succeeding through honest business competition.  We do not seek
competitive advantages through illegal or unethical business practices. 
Each employee and director should endeavor to deal fairly with the firm's
clients, service providers, suppliers, competitors and employees.  No
employee or director should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any unfair dealing practice.




D. 
Equal Employment Opportunity and Harassment




Our focus
in personnel decisions is on merit and contribution to the firm's success. 
Concern for the personal dignity and individual worth of every person is an
indispensable element in the standard of conduct that we have set for ourselves.
The firm affords equal employment opportunity to all qualified persons without
regard to any impermissible criterion or circumstance. This means equal
opportunity in regard to each individual's terms and conditions of employment
and in regard to any other matter that affects in any way the working
environment of the employee.  We do not tolerate or condone any type of
discrimination prohibited by law, including harassment.







E.  
Protection and Proper Use of Firm Assets




All
employees should protect the firm's assets and ensure their efficient use. 
All firm assets should be used for legitimate business purposes
only.




Section
III.


Waivers
of This Code




From time
to time, the firm may waive certain provisions of this Code.  Any employee
or director who believes that a waiver may be called for should discuss the
matter with an Appropriate Ethics Contact.  Waivers for executive officers
(including Senior Financial Officers) or directors of the firm may be made only
by the Board of Directors or a committee of the Board.