Exhibit 14.1

                                CYPER MEDIA INC.



                                 CODE OF ETHICS

                                       FOR

                         PRINCIPAL EXECUTIVE OFFICER AND

                            SENIOR FINANCIAL OFFICERS



                   RECEIPT AND AGREEMENT OF COMPLIANCE NOTICE



OFFICER'S NAME:     Duk Jin Jang
                    ------------

I have read and understand that Code of Ethics for Principal Executive Officer
and Senior Financial Officers of Cyper Media Inc. and hereby acknowledge receipt
thereof. I agree to comply with the requirements of such code.


                                            /s/   Duk Jin Jang
                                            -----------------------------------
                                                  Duk Jin Jang
                                            Signature

                                            April 19, 2004
                                            -----------------------------------
                                            Date

<PAGE>


                                 Code of Ethics

                         for Principal Executive Officer

                          and Senior Financial Officers

I.   INTRODUCTION

          A.   Purpose of Code.


          Cyper Media Inc. (the "Corporation") is committed to the highest
     standards of legal and ethical conduct, including providing full and
     accurate financial disclosure in compliance with applicable laws, rules and
     regulations and maintaining its books and records in accordance with
     applicable accounting policies, laws, rules and regulations.

          This Code of Ethics for Principal Executive Officer and Senior
     Financial Officers (this "Code") is designed to set forth particular
     standards of conduct that the Corporation requires its principal executive
     officer and its senior financial officers to follow. Any activity by a
     principal executive officer or senior financial officer of the Corporation
     contrary to this Code is prohibited ad is not within the scope of
     employment or authority of such persons.

          B.   Persons Subject to this Code.

          This Code is applicable to the following Corporation personnel:

               1.   Principal executive officer

               2.   Principal executive officer

               3.   Principal executive officer

               4.   Controller; and

               5.   Other persons performing similar functions as persons in the
                    enumerated positions (individually, a "Covered Person" and
                    collectively, the "Covered Persons").

          C.   Distribution and Commitment

               All Covered Persons will be given a copy of this Code. Each
Covered Person will be required to certify that each (i) has read and
understands the guidelines contained in this Code and (ii) will comply with the
terms of this Code.

<PAGE>


II.  COMPLIANCE WITH RULES AND REGULATIONS

          The Corporation is committed to conducting its business in
accordance with all applicable laws, rules and regulations and in accordance
with the highest standards of business ethics. As a Covered Person, you must not
only comply with applicable laws, however. You also have leadership
responsibilities that include creating a culture of high ethical standards and
commitment to compliance; maintaining a work environment that encourages
employees to raise concerns; and promptly addressing employee compliance
concerns.

III.  CONFLICTS OF INTEREST

      A.  General Statement.

          All Covered Persons are expected to use good ethical judgment, and to
     avoid situation that create an actual or potential conflict between the
     Covered Person's personal interests and the interest of the Corporation. A
     conflict of interest also exists where the Covered Person's loyalties or
     actions are divided between the Corporation's interests and those of
     another, such as a competitor, supplier or customer. Both the fact and the
     appearance of a conflict should be avoided.

          Before making any investment, accepting any position or benefits or
     participating in any transaction or business arrangement that creates or
     appears to create a conflict of interest, Covered Persons must obtain the
     written approval of the Audit Committee of the Board of Directors.

          While it is not feasible to describe all possible conflicts of
     interest that could develop, the following are some of the more common
     examples.

     B.   Examples of Conflicts.

               1. Financial Interest in Another Business. Covered Persons should
not have a direct or indirect financial interest in a customer, supplier,
competitor or others with whom the Corporation does business. The ownership of
less than one percent (1%) of the publicly traded stock of a corporation will
not be considered a conflict.

               2. Other Employment and Outside Activities. Covered Persons
should not work for, become directly or indirectly involved with, or receive
compensation of any sort from a customer, supplier or competitor of the
Corporation or others with whom the Corporation does business. Covered Persons
should not engage in any activity which may be competitive with or contrary to
the interests of the Corporation.

<PAGE>


               3. Corporate Opportunities. Business opportunities of which
Covered Persons learn as a result of employment with the Corporation belong to
the Corporation, if within the scope of the Corporation's existing or
contemplated business, and should not be taken advantage of for personal gain.

IV.  DISCLOSURE IN REPORTS

     The Corporation is committed to providing full, fair, accurate, timely and
understandable disclosure in reports and documents filed with, or submitted to,
the Securities and Exchange Commission and in other public communications made
by the Corporation.

V.  COMPLIANCE WITH THIS CODE

     If Covered Persons have questions about this Code, advice should be sought
from the Audit Committee of the Board of Directors. If a Covered Person knows of
or suspects a conflict of interest or a violation of applicable laws or
regulations or this Code, the Covered Person must immediately report that
information to the Chief Executive Officer or, if the suspected violation
concerns the Chief Executive Officer, to the Chairman of the Board.

VI.  ACCOUNTABILITY; WAIVER OF THIS CODE

     The Board shall determine, or designate appropriate persons to determine,
appropriate actions to be taken in the event of violations of this Code. Such
actions shall be reasonably designed to deter wrongdoing and to promote
accountability for adherence to this Code, and may include written notices to
the individual involved that the Board had determined that there has been a
violation, censure by the Board, demotion or re-assignment of the individual
involved, suspension with or without pay benefits and termination of the
individual's employment.


     The Corporation will waive application of the policies set forth in this
Code only when circumstances warrant granting a waiver, and then only in
conjunction with any appropriate monitoring of the particular situation. Changes
in and waivers of this Code may be made by the Board of Directors or the Audit
Committee of the Board and will be disclosed as required under applicable law
and regulations.

                                            /s/   Duk Jin Jang
                                            -----------------------------------
                                                  Duk Jin Jang
                                            Signature

                                            April 19, 2004
                                            -----------------------------------
                                            Date