Exhibit 14.1

                        PETCARE TELEVISION NETWORK, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

      PetCARE Television Network, Inc. (the "Company") has adopted the following
Code of Business  Conduct and Ethics (this  "Code") for  directors and executive
officers  of the  Company.  This  Code is  intended  to focus the Board and each
director and  executive  officer on areas of ethical risk,  provide  guidance to
directors  and  executive  officer to help them  recognize and deal with ethical
issues,  provide  mechanisms  to report  unethical  conduct,  and help  foster a
culture of honesty and accountability.  Each director and executive officer must
comply with the letter and spirit of this Code.

      No  code  or  policy  can  anticipate  every  situation  that  may  arise.
Accordingly,  this Code is intended  to serve as a source of guiding  principles
for  directors  and executive  officers.  Directors  and executive  officers are
encouraged to bring questions about particular  circumstances that may implicate
one or more of the  provisions  of this Code to the attention of the Chairman of
the Audit  Committee,  who may consult with inside or outside  legal  counsel as
appropriate.

1.    Maintain Fiduciary Duties

      Directors and executive officers must be loyal to the Company and must act
at all  times in the best  interest  of the  Company  and its  shareholders  and
subordinate  self-interest to the corporate and shareholder good.  Directors and
executive  officers  should never use their position to make a personal  profit.
Directors and executive  officers must perform their duties in good faith,  with
sound business judgment and with the care of a prudent person.

2. Conflict of Interest.

      A "conflict of interest" occurs when the private interest of a director or
executive  officer  interferes  in any way,  or appears to  interfere,  with the
interests  of the Company as a whole.  Conflicts  of interest  also arise when a
director or executive  officer,  or a member of his or her  immediate  family(1)
receives  improper  personal  benefits  as a result of his or her  position as a
director or executive  officer of the Company.  Loans to, or  guarantees  of the
obligations  of, a  director  or  executive  officer,  or a member of his or her
family, may create conflicts of interest.

      Directors and executive officers must avoid conflicts of interest with the
Company. Any situation that involves,  or may reasonably be expected to involve,
a conflict of interest  with the Company  must be disclosed  immediately  to the
Chairman of the Governance Committee and the Chairman of the Board.






1 New York Stock Exchange proposed Rule 303A(2)(b) defines "immediate family" to
include a person's  spouse,  parents,  children,  siblings,  mothers-in-law  and
fathers-in-law,  sons and daughters-in-law,  and anyone (other than employees of
such person) who share such person's home.


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      This Code does not attempt to describe all possible  conflicts of interest
which could develop.  Some of the more common conflicts from which directors and
executive offices must refrain, however, are set out below.

      o     Relationship of Company with third-parties.  Directors and executive
            officers  may not  engage  in any  conduct  or  activities  that are
            inconsistent  with the Company's  best  interests or that disrupt or
            impair the  Company's  relationship  with any person or entity  with
            which the  Company  has or  proposes  to enter  into a  business  or
            contractual relationship.

      o     Compensation  from  non-Company  sources.  Directors  and  executive
            officers  may not accept  compensation,  in any form,  for  services
            performed for the Company from any source other than the Company.

      o     Gifts.  Directors  and  executive  officers  and  members  of  their
            families  may not  offer,  give or  receive  gifts  from  persons or
            entities  who deal with the  Company in those  cases  where any such
            gift is being made in order to  influence  the actions of a director
            as member of the Board or the actions of an executive  officer as an
            officer  of the  Company,  or where  acceptance  of the gifts  would
            create the appearance of a conflict of interest.

3.    Corporate Opportunities.

      Directors and executive  officers owe a duty to the Company to advance its
legitimate  interests  when  the  opportunity  to do so  arises.  Directors  and
executive  officers are prohibited  from:  (a) taking for themselves  personally
opportunities  that  are  discovered  through  the  use of  corporate  property,
information or the  director's or executive  officer's  position;  (b) using the
Company's property, information, or position for personal gain; or (c) competing
with the Company, directly or indirectly, for business opportunities,  provided,
however,  if the Company's  disinterested  directors  determine that the Company
will not  pursue an  opportunity  that  relates  to the  Company's  business,  a
director or executive officer may do so.

4.    Confidentiality.

      Directors and executive  officers  must  maintain the  confidentiality  of
information  entrusted  to them by the Company or its  customers,  and any other
confidential  information  about the Company that comes to them,  from  whatever
source,  in their  capacity  as  director  or  executive  officer,  except  when
disclosure  is  authorized  or  required  by laws or  regulations.  Confidential
information  includes  all  non-public  information  that  might  be of  use  to
competitors, or harmful to the Company or its customers, if disclosed.

5.    Protection and Proper Use of Company Assets.

      Directors  and executive  officers  must protect the Company's  assets and
ensure their  efficient use.  Theft,  loss,  misuse,  carelessness  and waste of
assets  have a direct  impact  on the  Company's  profitability.  Directors  and
executive officers must not use


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<PAGE>

Company time, employees,  supplies,  equipment, tools, buildings or other assets
for  personal  benefit  without  prior  authorization  from the  Chairman of the
Governance  Committee  or as part of a  compensation  or  expense  reimbursement
program available to all directors or executive officers.

6.    Fair Dealing.

      Directors  and  executive  officers  shall deal  fairly and  oversee  fair
dealing by  employees  and  officers  with the  Company's  directors,  officers,
employees,  customers,  suppliers  and  competitors.  None  should  take  unfair
advantage  of anyone  through  manipulation,  concealment,  abuse of  privileged
information,  misrepresentation  of material  facts or any other unfair  dealing
practices.

7.    Compliance with Laws, Rules and Regulations.

      Directors and executive  officers shall comply,  and oversee compliance by
employees,  officers and other  directors,  with all laws, rules and regulations
applicable  to the Company,  including  insider-trading  laws.  Transactions  in
Company  securities are governed by Company  Policy  entitled  "Insider  Trading
Policy."

8.    Waivers of the Code of Business Conduct and Ethics.

      Any waiver of this Code may be made only by the Board or a Board committee
and must be promptly disclosed to the Company's shareholders.

9.    Encouraging the Reporting of any Illegal or Unethical Behavior.

      Directors and executive  officers should promote ethical behavior and take
steps to ensure the Company (a)  encourages  employees  to talk to  supervisors,
managers and other appropriate  personnel when in doubt about the best course of
action in a particular situation;  (b) encourages employees to report violations
of  laws,  rules  or  regulations  to  appropriate  personnel;  and (c)  informs
employees that the Company will not permit  retaliation for reports made in good
faith.

10.   Failure to Comply; Compliance Procedures.

      A failure by any director or executive  officer to comply with the laws or
regulations  governing  the Company's  business,  this Code or any other Company
policy or  requirement  may result in  disciplinary  action,  and, if warranted,
legal proceedings.

Directors and executive officers should communicate any suspected  violations of
this Code promptly to the Chairman of the Audit  Committee.  Violations  will be
investigated by the Board or by a person or persons  designated by the Board and
appropriate action will be taken in the event of any violations of this Code.


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<PAGE>

                                 Certifications

      All Company  officers and directors will be required to certify in writing
their  understanding  of and intent to comply with the Code of Business  Conduct
and Ethics.  In  addition,  Company  officers and  directors  may be required to
certify  their  compliance  with the Code of  Business  Conduct and Ethics on an
annual basis.

                                    Inquiries

      Please  direct your  questions as to any of the matters  discussed in this
Policy to the Company's Compliance Officer.

                                  Certification

      The undersigned office or director of PetCARE Television Network, Inc. and
its subsidiaries and/or related  corporations,  hereby certifies that he/she has
carefully read and  understands  and agrees to comply with the Company's Code of
Business  Conduct  and Ethics  policy,  a copy of which was  distributed  to the
undersigned along with this Certification.


Date: ___________________, 200_
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                                                      (Signature)

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                                                      (Print Name)

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                                                      (Department)


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