**EXHIBIT 14.1**

 

 

**PACIFICVEGAS GLOBAL STRATEGIES INC.**

**CODEOF CORPORATE AND EMPLOYEE CONDUCT**

**(POLICYOF BUSINESS 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 or is beingplanned by any employee(s) of the Company, you are expected to report it to theCompany. You may give your report either to the manager in charge of yourdivision, department or subsidiary company or directly to the Chief ExecutiveOfficer 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 make sure that all employees reporting to youadhere to this Code of Corporate and Employee Conduct. While our corporatelawyers, financial controllers and internal auditors are available to assistyou, the primary responsibility for compliance to this Code of Corporate andEmployee Conduct rests on your shoulders, and this responsibility cannot beexcused or delegated 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.

 

It is not required that this Code of Corporate and Employee Conduct befurnished to the non-employee agents and non-managerial overseas employees whoare neither citizens nor residents of the United States of America, or HongKong, or the Commonwealth of Dominica, or Republic of China (Taiwan).

 

All employees of PVGS and its subsidiary companies shall familiarizethemselves with the contents of and fully comply with this Code of Corporateand Employee Conduct. In case of any doubt, you shall consult the Office ofChief 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 not acceptany 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 and

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

(2)  you will not feel obligedto do something in return for the offeror,

(3)  you are able to discloseand openly 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 HKD$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 false entries or artificialcorporate records or reports of business are made, and that there are nounrecorded 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 seeking businessor under which business of PVGS or any of its subsidiaries is regulated.

 

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 EmploymentOpportunity**

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

 

**Harassment-freeEnvironment**

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 shall safeguard them and shallmaintain the confidentiality of information acquired.

 

**Employment of Closely Related Persons**

PVGS appreciates the tradition of family service by employing personsclosely related to PVGS employees, but the overriding considerations in thismatter are the issues of fairness and the avoidance of any perception offavoritism, and for such considerations, it is PVGS policy not to

employ persons closely related to PVGS officers without prior written approvalof the Chairman and Chief Executive Officer or Chief Financial Officer of theCompany.

 

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 ormember(s) of your immediate family may have, in any business or otherorganization which may compete with the Company or with which the Company hasbusiness 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 Employmentand/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 Companybefore accepting 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, Loansand Gambling**

Although entertainment is an acceptable pattern of business and socialconduct, you  are advised to turn downinvitations to meals or entertainment that are excessive in nature orfrequency, so as to avoid embarrassment or loss of objectivity when conductingthe 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 gaming activities, with person(s) havingbusiness dealings with the Company. In social games with clients, contractorsor suppliers, you must exercise judgement in common sense and withdraw from anyhigh stake games.

 

Gaming business is a business of PVGS currently operated by itssubsidiary company Pacific Vegas International Ltd. (PVI). In no circumstancesmay an employee of PVGS or any of its subsidiary companies or his/her immediatefamily members exercise wagering with PVI, whether directly or indirectly.

 

**Handling CompanyProperties**

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 any confidentialcorporate information gained in the course of his/her employment with PVGS orits subsidiary companies, particularly information regarding financialperformance and/or business developments and/or capital transactions of aconfidential 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 apersonal one but not that of PVGS. Other than the authorized employees, spokesmenfor PVGS may include non-PVGS personalities from any industry, including sportsand entertainment, who promote or endorse PVGS or its products or services, andsuch spokesman for PVGS may be employed with prior approval of the ChiefExecutive Officer 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 ofTransactions 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 means of competitionin 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.  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.

 

APPROVED BY:

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

 

**EMPLOYEEACKNOWLEDGEMENT**

 

(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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