Exhibit 14.1R

                           JPC Capital Partners, Inc.
                       Code of Business Conduct and Ethics


This Code of Ethical Conduct is intended to cover a wide range of business
practices and procedures. It will not cover every situation that may come up,
but it sets out basic principles to guide all directors, officers and employees
of JPC Capital Partners, Inc. (the "Company").

All of our directors, officers and employees must conduct themselves accordingly
and also seek to avoid the appearance of improper behavior. The Code should also
be provided to and followed by anyone who represents the Company, including
consultants.

Law supercedes this Code. Always follow the law.

Those who violate the standards in this Code will be subject to disciplinary
action by the Company up to and including termination of employment.

In the event this Code is modified, all directors, officers and employees will
be provided with a copy of the modified Code and will be deemed to have accepted
and will abide by the modified Code.

Compliance with Laws, Rules and Regulations

Obeying the letter of the law as well as the spirit of the law, is the basis on
which this Company's ethical standards are built. All directors, officers and
employees must respect and obey the laws of the governments and regulatory
agencies under which we operate.

Conflicts of Interest

A "conflict of interest" exists when a person's private activities and/or
interest interferes in any way with the interests of the Company. A conflict
situation can arise when directors, officers or employees take actions or have
interests that may make it difficult to perform their Company work objectively
and/or effectively.

These situations may include any relationship with another party who represents,
does work for, or interacts with the Company, where this relationship may appear
to interfere with the directors, officers or employee's ability to
dispassionately and objectively act in the best interests of the Company.
Conflicts of interest may also arise when an employee, officer or director, or
members of his or her family, receives improper personal benefits as a result of
his or her position in the Company. Loans to, or guarantees of obligations of,
directors, officers and employees and their family members may create conflicts
of interest and shall not be permitted.

The following are some general principles that should be kept in mind:

Avoid situations where your personal interests conflict, or appear to conflict
with, those of the Company.

An employee should not own stock in a competitor unless it is a public company
and they have advised Company management and/or sought prior approval from the
Board to purchase the stock. Further, the employee should not have any
discretionary authority in dealing with that company.

If any directors, officers or employees have a financial interest (or indirect
interest) in a transaction between the Company and a third party, that interest
must be approved by the Board.

For any transactions that would require reporting under SEC rules, directors of
the Company must obtain written confirmation from the Board that the proposed
transaction is fair to the Company.

Loans or advances from the Company to directors or executive officers of the
Company are prohibited. Loans from the Company to other officers and employees
must be approved in advance by the Board.

Insider Trading

Directors, officers and employees who are aware of material non-public
information about the Company cannot use or share that information for stock
trading purposes or for any other purpose except the conduct of our business.
All non-public information about the Company is confidential. To use
confidential information for your benefit or to benefit others is both unethical
and illegal and will be dealt with firmly by the Company.

Generally, material information is information that would cause a "reasonable
investor" to make or influence a decision to purchase, sell, or hold a security.
Specific Company rules with regard to insider trading are:

o        No officer, director, affiliate or employee of the Company shall buy or
         sell securities for his/her personal portfolio or for portfolios of
         others where his/her decision is substantially influenced by material
         information derived, in whole or in part, by reason of his or her
         employment unless the information is also available to the investing
         public on reasonable inquiry.
o        Any person having access to material and non-public corporate
         information violates anti-fraud provisions of the federal securities
         laws by effecting securities transactions without disclosure of the
         information.
o        To avoid possible violations, the principals/senior executives of the
         Company will exercise great care in their supervision of employees and
         of the securities transactions of their personnel. If there is any
         question as to whether a contemplated purchase or sale would violate
         the insider trading rules, employees will be required to consult with
         the Chief Executive Officer or the Chief Compliance Officer prior to
         executing the transaction.
o        Covered under the Company's Code of Ethics are all personnel, both
         registered and unregistered.
o        The Company will disseminate its rules regarding Insider Trading at
         least annually to each employee or affiliate of the group. Each
         employee or affiliate will be asked to acknowledge receipt by signing a
         form confirming an adequate understanding and agreement to comply with
         its terms. Acknowledgement of receipt, renewed annually, shall
         constitute compliance with this procedure.
o        The Company will also require that each employee or affiliate provide
         information regarding his/her personal trading activity, including:
         name of security bought or sold, price paid for the security, date of
         the purchase or sale, and the custodian of the position or the
         portfolio. The list of activities (or copies of the statements) will be
         provided no less than quarterly, or at the request of the Compliance
         Department. Each registered representative must provide the Chief
         Compliance Officer with duplicate copies of confirmations and
         statements by the custodian of any outside account held or controlled
         by the Registered Representative.

Corporate Opportunities

Employees, officers and directors are prohibited from taking for themselves
personally opportunities for gain that are discovered through the use of
corporate property, information or position without the consent of the Board.
Employees, officers and directors are obligated to the Company to advance its
interests when the opportunity to do so arises.

Competition and Fair Dealing

We are committed to outperform our competition fairly and honestly. Stealing
proprietary information or trade secret information that was obtained without
the owner's consent, or inducing such disclosures by past or present employees
of competitors is prohibited.

Business Entertainment and Gifts

The purpose of business entertainment and gifts is to create good will and sound
working relationships, not to gain unfair advantage with customers. No gift or
entertainment should ever be offered, given, provided or accepted by any Company
employee, family member of an employee or agent unless it is consistent with
customary business practices, is not excessive in value, cannot be construed as
a bribe or payoff and does not violate any laws or regulations.

NASD rules regarding giving or receiving of gifts and gratuities, by member
firms and its associates, specifically prohibits:

o        Accepting non-cash sales incentives from issuers, underwriters,
         sponsors, etc. in excess of $100.00 per year.

o        Giving any gratuity in excess of $100.00 to anyone in the securities or
         financial industry or spending more than a reasonable amount for the
         entertainment of customers, without prior approval from the Company.

Discrimination and Harassment

The diversity of the Company's employees is a tremendous asset. We are firmly
committed to providing equal opportunity in all aspects of employment and will
not tolerate any illegal discrimination or harassment of any kind.

Health and Safety

The Company wants to create a safe and healthy work environment. All interested
parties have some responsibility for maintaining a safe and healthy workplace
for everyone and should follow safety and health rules and practices, report
accidents, injuries and unsafe equipment, and by using good judgment in the
workplace.

Violence and threatening behavior are not permitted. Employees should report to
work in good condition and able to perform their duties. They should be free
from the influence of illegal drugs or alcohol.

Accounting Policies/Record-Keeping

The Company will keep books and records which reasonably reflect and fairly
present the transactions, status of the assets, and results of operation of the
Company. The records and reports will adhere to applicable legal requirements
and to the Company's system of internal controls. The Company will maintain only
one official set of books which will be comprehensive in nature. Books and
records will not be falsified or made to be misleading. All directors, officers
and employees using business expense accounts must properly document them and
accurately record appropriate business expenses.

Use of Company Assets

All parties should protect the Company's assets and attempt to use them
efficiently in conjunction with conducting the business of the Company. Waste,
theft, and fraud have a direct impact on the Company's profitability and should
be reported to Senior Management. Company equipment should not be used for
non-Company business, though incidental personal use may be permitted.

Payments to Government Personnel

We are a publicly-held company under the laws of the United States, and are
subject to the provisions of the U.S. Foreign Corrupt Practices Act. The Act
prohibits giving anything of value, directly or indirectly, to officials of
foreign governments or foreign political candidates in order to obtain or retain
business. It is strictly prohibited to make illegal payments to government
officials of any country.

Reporting any Illegal or Unethical Behavior

Employees and interested parties are encouraged to communicate with Senior
Management or other appropriate personnel about illegal or unethical behavior or
acts, without fear of retaliation for such reports made in good faith.



<PAGE>




                                    APPENDIX

              CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS

         The Company has a Code of Business Conduct and Ethics applicable to all
directors and employees of the Company. The CEO and all senior financial
officers, including the CFO and principal accounting officer, are bound by the
provisions set forth therein relating to ethical conduct, conflicts of interest
and compliance with law. In addition to the Code of Business Conduct and Ethics,
the CEO and senior financial officers are subject to the following additional
specific policies:

l. The CEO and all senior financial officers are responsible for full, fair,
accurate, timely and understandable disclosure in the periodic reports required
to be filed by the Company with the U.S. Securities and Exchange Commission.
Accordingly, it is the responsibility of the CEO and each senior financial
officer promptly to bring to the attention of the Board any material information
of which he or she may become aware that affects the disclosures made by the
Company in its public filings or otherwise assist the Board in fulfilling its
responsibilities.

2. The CEO and each senior financial officer shall promptly bring to the
attention of the Board any information he or she may have 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.

3. The CEO and each senior financial officer shall promptly bring to the
attention of the Board any information he or she may have concerning any
violation of the Company's Code of Business Conduct and Ethics, including any
actual or apparent conflicts of interest between personal and professional
relationships, involving any management or other employees who have a
significant role in the Company's financial reporting, disclosures or internal
controls.

4. The CEO and each senior financial officer shall promptly bring to the
attention of the Board any information he or she may have concerning evidence of
a material violation of the securities or other laws, rules or regulations
applicable to the Company and the operation of its business, by the Company or
any agent thereof, or of violation of the Code of Business Conduct and Ethics or
of these additional procedures.

5. The Board shall determine, or designate appropriate persons to determine,
appropriate actions to be taken in the event of violations of the Code of
Business Conduct and Ethics or of these additional procedures by the CEO and the
Company's senior officers. Such actions shall be reasonably designed to deter
wrongdoing and to promote accountability for adherence to the Code of Business
Conduct and Ethics and to these additional procedures, and shall include written
notices to the individual involved that the Board has determined that there has
been a violation, censure by the Board, demotion or re-assignment of the
individual involved, suspension with or without pay or benefits (as determined
by the Board) and termination of the individual's employment. In determining
what action is appropriate in a particular case, the Board or such designee
shall take into account all relevant information, including the nature and
severity of the violation, whether the violation was a single occurrence or
repeated occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual in question had been advised prior to the
violation as to the proper course of action and whether or not the individual in
question had committed other violations in the past.



<PAGE>








                       ACKNOWLEDGEMENT OF RECEIPT OF CODE


         The undersigned, _____________________________________, hereby
acknowledges receipt of the Code of Business Conduct and Ethics (the "Code") of
JPC Capital Partners, Inc. (the "Company"), as adopted by the Board of Directors
of the Company on March 15, 2005. In addition, the undersigned hereby confirms
that he/she has carefully read and understands the Code.



_________________________________                 Dated: ________________, 2005
         [Signature]


---------------------------------
     [Print or Type Name]


ADOPTED BY THE BOARD OF DIRECTORS
on March 15, 2005



John C. Canouse
Chief Executive Officer