**Exhibit 14.1**

 

**Code of Ethics**

 

MGCC InvestmentStrategies, Inc. (“MGCC”) has adopted this Code of Ethics (the “Code”) pursuantto Section 406 of the Sarbanes-Oxley Act of 2002.  This Code is designed to deter wrongdoing andto promote:

 

**•**                  Honest and ethical conduct, including theethical handling of actual or apparent conflicts of interest between personaland professional relationships;

**•**                  Full, fair, accurate, timely andunderstandable disclosure in reports and documents that MGCC files with, orsubmits to, the SEC, and in other public communications that MGCC made;

**•**                  Compliance with applicable governmentlaws, rules and regulations;

**•**                  The prompt internal reporting ofviolations of this Code to the appropriate person or persons identified herein;and

**•**                  Accountability for adherence to thisCode.

 

This Code requires thehighest standard of ethical conduct and fair dealing of its Senior FinancialOfficers (“SFO”), defined as the Chief Executive Officer and Chief FinancialOfficer.  While, per Sarbanes-Oxley, this policy is intended to only coverthe actions of the SFO, MGCC expects its other officers,directors and employees will also review this Code and abide by itsprovisions.  MGCC’s reputation is a valuable asset and as such mustcontinually be guarded by all associated with MGCC so as to earn the trust,confidence and respect of our suppliers, customers and shareholders.

 

MGCC’s SFO arecommitted to conducting business in accordance with the highest ethicalstandards.  The SFO must comply with all applicable laws, rules andregulations. Furthermore, SFO must not commit an illegal or unethical act, orinstruct or authorize others to do so.

 

CONFLICTS OF INTEREST

 

The SFO must act inthe best interests of the Company, and should avoid any situation that presentsan actual, potential or apparent conflict between their personal interests andthe interests of the Company.

 

The SFO have aconflict when their personal interests, relationships or activities, or thoseof a member of their immediate family, interfere or conflict, or even appear tointerfere or conflict, with the company’s interests.  A conflict ofinterest prevents one from acting objectively with the Company’s best interestsin mind, or prevents one from exercising sound, ethical business judgment.

 

PUBLIC COMMUNICATIONS

 

The Company iscommitted to providing Company information to the public in a manner thatcomplies with all applicable legal and regulatory requirements and thatpromotes investor

 

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confidence by facilitating fair, orderly andefficient behavior.  The Company’s reports and documents filed with theSecurities and Exchange Commission, as well as any other public communications,must be complete, fair, accurate and timely.  The SFO must do everythingin their power to comply with these standards.

 

GIFTS

 

The SFO may not giveor receive kickbacks, rebates, gifts, services or any other benefits, otherthan gifts of nominal value (amounts would be considered in excess of nominalvalue if they create the appearance of impropriety, or actually influence theCompany to give preferential, versus arms-length, treatment to the provider)from a supplier, competitor, government official, customer or any other personthe Company does, or expects to do business with.

 

CONFIDENTIALINFORMATION

 

SFO, officers,directors and employees are to respect the confidentiality of Company,employee, supplier, customer, competitor and any other persons or entities’information that is not a matter of public record.  Confidentialinformation must not be used for personal gain.

 

COMPLIANCE WITH THISCODE

 

SFO are expected tofully comply with this Code.  This Code will be strictly enforced and anyviolations will be dealt with immediately, and depending on the severity ofnoncompliance, could lead to disciplinary action including termination. Furthermore, violations involving unlawful behavior will be reported toappropriate outside authorities.  If anyone is unclear as to thepossibility of a violation of this Code, he should seek the opinion of theCompany’s Vice President and General Counsel, the Audit Committee and/oroutside legal counsel.

 

If SFO, officers,directors and employees have knowledge, or are suspicious of any non-compliancewith this Code, or are concerned that circumstances could lead to a violationof this Code, they should discuss this with their immediate supervisor, theCompany’s Vice President and General Counsel, the Audit Committee and/oroutside legal counsel.

 

The Company will notallow any retaliation against an employee, officer, or director who acts ingood faith in reporting any actual or suspected violation.  Opencommunication of issues and concerns without fear of retribution or retaliationis vital to the success of this Code.

 

ADHERENCE TO THE CODE

 

TheCEO and CFO will have primary authority and responsibility for the enforcementof this Code, subject to the supervision of the Audit Committee of the Board ofDirectors, and shall promptly notify the Audit Committee of any violation ofthis Code.

 

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