**EXHIBIT14.1**

 

**PACIFICVEGAS GLOBAL STRATEGIES, INC.**

**CODE OFCORPORATE AND EMPLOYEE CONDUCT**

**(POLICY OFBUSINESS ETHICS)**

 

**1. ENFORCEMENT**

 

This Code of Corporate and Employee Conduct is applicable and enforcedto all divisions, departments and subsidiary companies of Pacific Vegas GlobalStrategies, Inc. (PVGS) and all employees of PVGS and its subsidiary companies,unless otherwise specified.

 

Each employee of PVGS and its subsidiary companies is responsible foradhering to this Code of Corporate and Employee Conduct in all matters relatedto PVGS business.

 

If you know or have reasonable grounds for suspecting that any illegalor unethical conduct has occurred or is being occurring or has been planned oris being planned by any employee(s) of the Company, you are expected to reportit to the Company. You may give your report either to the manager in charge ofyour division, department or subsidiary company or directly to the ChiefExecutive Officer of the Company either by telephone or any written form. Your report,which may be anonymous, will be treated confidentially, and you will in nocircumstances be penalized for making such a report.

 

For all managers of PVGS and its subsidiary companies, it is youradditional responsibility to ensure that all employees reporting to you adhereto this Code of Corporate and Employee Conduct. While our corporate lawyers,financial controllers and internal auditors are available to assist you, theprimary responsibility for compliance to this Code of Corporate and EmployeeConduct rests on your shoulders, and this responsibility cannot be excused ordelegated for any reasons.

 

To achieve policy compliance, it is your assignment to ensure thatcopies of this Code of Corporate and Employee Conduct are given to allemployees under your supervision, that they are made fully aware of theimportance of compliance and that they understand the procedures for reportingviolations.

 

This Code of Corporate and Employee Conduct shall also be furnished toall non-employee agents, even though to the non-employee agents the enforcementof this Code of Corporate and Employee Conduct is to certain extent limited.

 

All employees of PVGS and itssubsidiary companies shall familiarize themselves with the contents of andfully comply with this Code of Corporate and Employee Conduct. In case of anydoubt, you shall consult the Office of Chief Executive Officer of the Company.

 

Employees breaching this Code of Corporate and Employee Conduct will bedisciplined by actions range from issuance of a warning to suspension ortermination of employment and may, depending on circumstances, be prosecutedunder the Prevention of Bribery Ordinance and/or other applicable laws of thejurisdiction where the case is subject to.

 

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**2. STANDARD OF ETHICS**

 

PVGS believes that honesty, integrity, fairplay and conformity toapplicable laws are not only essential company rules in business, but alsoessential company assets in business. It is therefore important for all of youto ensure that the Company’s business and its reputation will not be tarnishedby dishonesty, disloyalty, corruption or contravention of applicable laws. Thefollowing guidelines set out the standards of conduct expected and explain howyou should respond to different situations in business dealings.

 

As a PVGS employee, you must perform all of your duties in accordancewith the highest ethical standards and in conformity with applicable laws.Under no circumstances may you directly or indirectly engage in any corrupt orillegal practice, including bribery, kickbacks or payoffs, fraud, falsereporting or inside trading.

 

PVGS managers must take all actions necessary to ensure that no PVGSentity or employee engages in any conduct which does not measure up to thisstandard.

 

**3. SOLICITING OR ACCEPTING ADVANTAGES**

 

Any employee soliciting or accepting an advantage in connection withhis/her work without prior permission of the Company commits an offence underthe Prevention of Bribery Ordinance. The offerer of such an advantage will alsocommit an offence. The term “advantage” is defined in the Prevention of BriberyOrdinance and includes gift, loan, fee, reward, office, employment, contract,service and favor.

 

**Soliciting Advantages**

It is a policy of PVGS to prohibit employees to solicit any advantagefrom clients, contractors, suppliers or any other persons in connection withcompany business.

 

**Accepting Advantages**

As a general rule, employees and their immediate families shall notaccept any advantages from any third party in connection with PVGS business.Particularly, if the acceptance of an advantage could affect your objectivityof judgment or induce you to act against the Company’s interests, or ifacceptance of an advantage could lead to questions or complaints of bias orimpropriety, you shall decline to accept.

 

However, you could consider accepting an advantage only if it isvoluntarily given, provided that

 

(1)  the acceptance will notinfluence your objectivity of judgment and your performance, and

 

(2)  you will not feel obliged todo something in return for the offeror, and

 

(3)  you are able to disclose andopenly discuss the acceptance without reservation, and

 

(4)  the nature of the advantagegiven is kind of advertising or promotional gift, customary gift or lucky moneyor souvenir given during festive occasions and the value is not exceeding US$25or HKDUS$200 that refusal could be seen as unsociable or impolite.

 

Other than the above specified, prior applications for acceptance ofany advantages must be submitted to the Office of Chief Executive Officer forapproval.

 

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**Offering Advantages**

Under no circumstances should an employee of PVGS or its subsidiariesoffer bribes to any person or company for the purpose of obtaining or retainingbusiness. It is also illegal to offer advantages to influence public servantsand bribes in relations to public contracts, tenders and auctions.

 

**4. POLITICAL AFFAIRS**

 

PVGS encourages all employees as individuals to participate actively inthe political affairs of your community and of your country. Such activities,however, must take place on your own time and at your own expense. In nocircumstances shall the Company or any of its subsidiaries be in any politicalpartizanship or become involved in any political campaigns or affairs. Nocorporate funds may be expended in support of or in opposition to any politicalcandidates or political parties.

 

**5. CORPORATE ASSETS AND BUSINESS**

 

Corporate funds and all other assets of PVGS and its subsidiarycompanies may only be used for legitimate, ethical business purposes. Employeeshandling funds and/or any other assets of PVGS or its subsidiary companies mustassure that any and all corporate funds and other assets be recorded andreported completely and accurately, that no false entries or artificialcorporate records or reports of funds and/or other assets are made, and thatthere are no unrecorded or unreported corporate funds or other assets.

 

PVGS and its subsidiary companies may only conduct legitimate, ethicalbusiness under applicable laws. Employees handling any business of PVGS or itssubsidiary companies must assure that any and all corporate business that youhave handled be recorded and reported completely and accurately, that no falseentries or artificial corporate records or reports of business are made, andthat there are no unrecorded or unreported business.

 

**6. CONDUCT WITH GOVERNMENT EMPLOYEES**

 

Employees of PVGS or its subsidiary companies must refrain fromoffering gifts for personal use, gratuities, non-business relatedentertainment, or any type of advantages for personal benefits, to employees ofany government authority or agency with which PVGS or any of its subsidiariesis doing business or from which PVGS or any of its subsidiaries is seekingbusiness or under which business of PVGS or any of its subsidiaries isregulated.

 

It is strictly forbidden to authorize or make any payments or gifts toor for the benefits of any government employee for the purpose of obtaining orretaining business.

 

No management approval may be granted for token gifts, or travel, foodand lodging expenses for any U.S. government employees for any businesspurposes, or to any non-U.S. government employees unless the governmentinvolved is aware of and concurs in this practice.

 

However, this policy does not prohibit offering a gratuity or reward toemployees of a non-U.S. government for the purpose to obtain timely andfriendly routine services to which the payor is legitimately entitled incountries where such practice is common.

 

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**7. HUMAN RESOURCES**

 

Employees are the most important asset of the Company. PVGS and itssubsidiary companies are responsible for the development and maintenance ofemployee relations policies and programs.

 

**Equal Employment Opportunity**

PVGS and its subsidiary companies shall implement a policy for equalemployment opportunity which shall be communicated periodically to all employeesand reaffirmed annually.

 

**Harassment-free Environment**

Sexual harassment in any form must not be tolerated. All supervisors, managers,and executives of PVGS and its subsidiary companies must be alert to the possiblepresence of any sexual harassment in the workplace, take appropriate steps toprevent such harassment, and take necessary disciplinary actions if suchharassment occurs.

 

Overseas entities of PVGS not subject to U.S. laws shall apply theintent and provisions of this policy consistent with the national and local lawsof the jurisdiction.

 

**Confidentiality of Employee Records**

It is PVGS policy to safeguard the confidentiality of employee records.In PVGS and its subsidiary companies, only those employees having a substantialand legitimate business need to know may have access to an employee’s records.Any employee given access to such records must safeguard them and maintain theconfidentiality of information acquired. Unauthorized access to and release ofany employee’

 

**Employment of Closely Related Persons**

PVGS appreciates the tradition of family service by employing personsclosely related to PVGS employees, but the overriding considerations in this matterare the issues of fairness and the avoidance of any perception of favoritism,and for such considerations, it is PVGS policy not to employ persons closelyrelated to PVGS officers without prior written approval of the Chairman and ChiefExecutive Officer or Chief Financial Officer of the Company.

 

Other closely related persons may not be employed at PVGD or itssubsidiary companies when such employment will create a situation in which oneof the employees has effective control over any aspects of the other’semployment, or if the employees share responsibility for control or audit ofsignificant business and/or assets of the Company.

 

**8. CONFLICT OF INTEREST**

 

Employees of PVGS and its subsidiary companies are to exercise soundjudgment guided by the highest personal standards of honesty and integrity inall matters related to company business. No employee may abuse a corporateposition for personal advantages or to promote any actions contrary to the statedethical standards of PVGS.

 

Conflict of interest situations arise when the personal interests of anemployee compete or conflict with the interests of the Company. You shallattempt to avoid such situations, actual or potential, which may compromiseyour integrity or may give appearance of influencing your judgment in actingfor the Company and put the Company’s interests and reputation at stake.

 

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You must declare to the Company any family or personal relationships andall relevant facts of any financial interest, direct or indirect, which you or member(s)of your immediate family may have, in any business or other organization whichmay compete with the Company or with which the Company has business dealings.

 

Your report(s) on conflicts of interest shall be submitted to themanager in charge of your division, department or subsidiary company, who, whenappropriate, will then consult with the Office of Chief Executive Officer ofthe Company for appropriate actions.

 

**Outside Employment and/or Investment**

Employee shall refrain from engaging in outside employment, business,investments or activities that might conflict with the Company interests. Ifyou wish to take concurrent employment, either regular or on a part-time orconsulting basis, you must seek the prior written approval from the Company beforeaccepting such employment.

 

Your application for taking concurrent employment shall be submitted tothe manager in charge of your division, department or subsidiary company, who, whenappropriate, will then consult with the Office of Chief Executive Officer ofthe Company for appropriate instructions.

 

No employee shall use any assets, facilities, properties or workingtime of PVGS or any its subsidiary companies to promote non-PVGS business orany third parties’ interest without prior consent of the Company.

 

**Entertainment, Loans and Gambling**

Although entertainment is an acceptable pattern of business and socialconduct, you are advised to turn down invitations to meals or entertainmentthat are excessive in nature or frequency, so as to avoid embarrassment or lossof objectivity when conducting the Company business.

 

You or your immediate family member(s) should not grant or guarantee aloan to, or accept a loan from or through the assistance of any individual ororganization having dealing with the Company. There is, however, no restrictionon normal bank loans.

 

You are advised not to engage in frequent and excessive gambling of anykind, including any casino games, Mahjong games, or sports wagering activities,particularly with person(s) having business dealings with the Company. Insocial games with clients, contractors or suppliers, you must exercisejudgement in common sense and withdraw from any high stake games.

 

Sports wagering business is a business of PVGS operated by itssubsidiary company Pacific Vegas International Ltd. (PVI) under a license. Inno circumstances may an employee of PVGS or any of its subsidiary companies orhis/her immediate family members exercise any wagering with PVI, whetherdirectly or indirectly.

 

**Handling Company Properties**

Appropriation of company properties, including any assets of PVGSand/or its subsidiaries by any employee for personal use or for resale isstrictly prohibited. In these cases, the Company may immediately, withoutnotice or payment in lieu, dismiss the offending employee.

 

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No employee shall take or approve any action resulting in incurring, orpaying, the cost of anything from the Company’s funds if such an expenditure isnot authorized or not reimbursable under the Company’s policy.

 

**9. CONFIDENTIAL CORPORATE INFORMATION**

 

PVGS is required to make prompt disclosure of information that ismaterial to existing and prospective investors in PVGS securities. It is apolicy of PVGS to keep its shareholders and the investing public informed ofall corporate matters necessary for making sound business decisions. Thedecision as to when such information is to be made public is the responsibilityof management of the Company, and release of such information to the public mayonly be authorized by the Chief Executive Officer and Chief Financial Officerof the Company. It is the obligation of PVGS to ensure that such information isnot to be used for the benefit of any individuals before it is disclosed to thepublic.

 

No employee of PVGS or its subsidiary companies may disclose anyconfidential corporate information gained in the course of his/her employmentwith PVGS or its subsidiary companies, particularly information regardingfinancial performance and/or business developments and/or capital transactionsof a confidential nature, to any persons outside the Company without priorauthorization of the Chief Executive Officer and Chief Financial Officer of theCompany, or take advantage of or attempt to take advantage of such informationto further personal interest of the employee or of his/her relatives or friendsor any other persons. This prohibition includes the use of any such informationin speculating or investing in securities. Employee conduct of using suchinformation for inside trading of PVGS securities is absolutely prohibited.

 

Any PVGS employee who makes an oral or written statement on any subjectfor which he is not an authorized spokesman for PVGS must ensure that those whoreceive the statement, including the media are aware that the opinion is a personalone but not that of PVGS. Other than the authorized employees, spokesmen forPVGS may include non-PVGS personalities from any industry, including sports andentertainment, who promote or endorse PVGS or its products or services, and suchspokesman for PVGS may be employed with prior approval of the Chief ExecutiveOfficer of the Company.

 

Employees of PVGS and its subsidiary companies are required to safeguardconfidential corporate information affecting the market in PVGS securities andin securities of other companies in which PVGS has an interest and to complywith laws and regulations related to the timing of transactions in such securities.

 

**Timing of Transactions in PVGS Securities**

Directors, officers, and other employees of PVGS and its subsidiarycompanies must comply fully and in good faith with all laws and regulations andthe highest ethical principles concerning the purchase and sale of PVGS securities.

 

Employees of PVGS and its subsidiary companies shall follow the adviceof the Company’s legal counsel about the propriety of entering into atransaction involving PVGS securities. An employee entering into such atransaction to take advantage of confidential information is liable fordismissal by PVGS as well as criminal prosecution by U.S. authorities.

 

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Once public disclosure of confidential corporate information has beenmade, employees of PVGS and its subsidiary companies shall wait a reasonableperiod of time after publication before undertaking any transactions based onthat information, so that investors outside the company will have time toabsorb and evaluate the disclosure.

 

Transactions by other persons who might be presumed to have access toconfidential corporate information such as members of the families of PVGSemployees, are governed by the same considerations as transactions by PVGS employees.

 

Directors, officers and executives of PCGS are required to obtainwritten clearance from the Corporate Secretary of PVGS before selling orpurchasing PVGS equity securities except through exercise of an option under PVGSemployee stock option plan.

 

**10. COMPLIANCE WITH ANTITRUST LAWS**

 

It is a policy of PVGS to comply fully and in good faith with theantitrust laws, and it is practice of PVGS to promote healthy competition inopen markets. Any conduct with competitors, tending either to fix prices or toagree directly or indirectly about the nature, extent or schedule or meansof competition in any market for goods or services is prohibited.

 

Managers of PVGS and its subsidiary companies shall takeresponsibilities for full compliance with antitrust laws of the United Statesof America and jurisdictions where business of PVGS or its subsidiary companiesis operated.

 

**11. COMPLIANCE TO APPLICABLE LOCAL LAWS**

 

PVGS and its subsidiary companies are related to or engaged in aninternational sports wagering business subject to a license granted to PVIunder the laws of the Commonwealth of Dominica. However, sports wageringbusiness is also in most countries subject to particular local laws andregulations. Management of PVGS and its subsidiary companies must takeresponsibilities to ensure compliance to all applicable local laws andregulations in jurisdictions where our sports wagering business is operated.

 

PVGS and its subsidiary companies may only conduct legitimate businessunder applicable laws. It is our policy that PVGS and its subsidiary companieswill conduct no activities which may be in any respects related to operationsof sports wagering business in any jurisdictions where such operations mayviolate applicable local laws.

 

It is our policy that PVGS and its subsidiary companies will accept noorders for account opening and/or wager placing from any persons of anyjurisdictions below the age of 18 years old, and accept no direct orders foraccount opening and/or wager placing from any persons located in thejurisdictions of U.S., Commonwealth of Dominica, Hong Kong, China or any otherjurisdictionsfrom which taking such orders may violate their existing laws.

 

Non-employee overseas agents for PVGS and its subsidiary companies areadvised that it is your responsibility for compliance to all applicable lawsand regulations of the jurisdictions where you conduct your agent business.

 

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Non-employee overseas agents for PVGS and its subsidiary companies areadvised that you must accept no orders for account opening and/or wager placingfrom any persons of any jurisdictions below the age of 18 years old, and acceptno orders for account opening and/or wager placing from any persons located inthe jurisdictions of U.S., Commonwealth of Dominica, Hong Kong, China or anyother jurisdictions from which taking such orders may violate their existinglaws.

 

**12. APPROVAL AND EFFECTIVENESS**

 

This Code of Corporate and Employee Conduct shall be in effectiveimmediately upon approval of the Chief Executive Officer and Chief FinancialOfficer of the Company.

 

This Code of Corporate and Employee Conduct may be amended from time totime at discretion of the Company, and such amendments shall be in effectiveimmediately upon approval of the Chief Executive Officer and Chief FinancialOfficer of the Company.

 

APPROVED BY:

 
| /s/ RAYMOND CHOU        |              |         |                    | /s/ RICHARD WANG |   |
|-------------------------|-------------------|--------------|-------------------------|------------------|--------|
| Raymond Chou            |              | Richard Wang |
| Chief Executive Officer |              |         | Chief Financial Officer |
|                    |              |         |
| Date:                   | June 1, 2003 |         |                    |
| Amended:                | June 1, 2004 |         |                    |
|                         |                   |              |                         |                  |        |  |

 

**EMPLOYEE ACKNOWLEDGEMENT**

 

(1)  I have received a copy andread the contents of this Code of Corporate and Employee Conduct, and

 

(2)  I understand and agreewithout conditions to the requirements of this Code of Corporate and EmployeeConduct, and as an employee of PVGS, I will conduct my job duties in conformityto this Code of Corporate and Employee Conduct.

 
| Date:  |   |                   | Signature: |   |   |
|--------|--------|------------------------|------------|--------|--------|
|   |   | (Employee’s Name) |       |

 

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