Exhibit 14.1









CHINA AUTOPARTS, INC.

CODE OF ETHICS










March 28, 2005

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Our Standards

      As an employee or director of China  Autoparts,  Inc. (the  "Company") you
share the  privilege  and  responsibility  of upholding  our  Company's  ethical
reputation. You do this each time you act honestly, ethically and legally. While
many, if not most, of the situations you encounter in the conduct of your own or
the  Company's  business or other  dealings  present  clear choices as to proper
conduct,  there are also many  situations  where  making the right choice can be
challenging.

      We have prepared this Code of Ethics (the "Code") to summarize certain key
policies and procedures  that we believe govern doing business in an ethical and
legal  manner.  This Code does not  describe  all of the  details  or all of the
applicable laws,  regulations or Company policies.  Rather, we have attempted to
discuss those you are most likely to  encounter.  You are expected to understand
how our policies  apply to you and to follow them.  We encourage  you to discuss
any questions or concerns you may have with your supervisor or to request advice
from our General Counsel.


Responsibilities of All Employees and Directors

      All employees and directors of the Company are  responsible  for complying
with this Code.  Any  employee or director  having  information  concerning  any
prohibited  or  unlawful  act shall  promptly  report such matter to the General
Counsel. While this is the preferred reporting procedure,  employees should also
feel free to report to anyone in  management,  including the Board of Directors,
the Chief Financial Officer or a Vice President.

      Employees and directors should be advised of this reporting obligation and
encouraged  to report any  prohibited  or unlawful  activities of which they are
aware.  There will be no reprisals for reporting such information in good faith,
even if it later turns out that all or some the report is incorrect.

Conflicts of Interest

      Every  director and employee  has a duty to avoid  business,  financial or
other direct or indirect  interests or  relationships  which  conflict  with the
interests of the Company or which divide his or her loyalty to the Company.  Any
activity  which  even  appears to  present  such a  conflict  must be avoided or
terminated unless, after disclosure to the General Counsel, it is determined and
communicated  in writing to the  employee or director  that the  activity is not
harmful to the Company or otherwise improper.

      A conflict or the  appearance  of a conflict of interest may arise in many
ways. For example, depending on the circumstances,  the following may constitute
an improper conflict of interest:

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      o     Ownership  of or an interest in a competitor  or in a business  with
            which the Company has or is contemplating a relationship  (such as a
            supplier, customer, landlord, distributor, licensee/ licensor, etc.)
            either directly or indirectly, such as through family members.

      o     Profiting,   or  assisting  others  to  profit,   from  confidential
            information or business  opportunities that are available because of
            employment by the Company or being a director of the Company.

      o     Providing  service to a competitor or a proposed or present supplier
            or customer as an employee,  director,  officer,  partner,  agent or
            consultant.

      o     Soliciting or accepting gifts, payments, loans, services or any form
            of  compensation  from suppliers,  customers,  competitors or others
            seeking  to  do  business   with  the  Company.   Social   amenities
            customarily  associated with legitimate  business  relationships are
            permissible.  These include the usual forms of entertainment such as
            lunches  or  dinners as well as  occasional  gifts of modest  value.
            While it is difficult to define "& customary,"  "modest," or "usual"
            by stating a specific  dollar  amount,  common sense should  dictate
            what  would  be   considered   extravagant   or   excessive.   If  a
            disinterested  third party would be likely to infer that it affected
            your  judgment,  then it is too much.  All of our business  dealings
            must be on  arm's-length  terms and free of any favorable  treatment
            resulting  from the  personal  interest of our  employees.  Loans to
            employees  from  financial  institutions  which do business with the
            Company are  permissible as long as the loans are made on prevailing
            terms and conditions.

      o     Influencing  or  attempting  to influence  any business  transaction
            between  the  Company  and  another  entity in which an  employee or
            director  has a direct or indirect  financial  interest or acts as a
            director, officer, employee, partner, agent or consultant.

      o     Buying or selling  securities of any other company using  non-public
            information  obtained in the performance of an employee's duties, or
            providing such information so obtained to others.

      Disclosure  is the key. Any employee or director who has a question  about
whether any  situation  in which he or she is involved  amounts to a conflict of
interest  or the  appearance  of one  should  disclose  the  pertinent  details,
preferably in writing, to the Company's General Counsel and should not act until
advised in writing  that the action is not harmful to the  Company or  otherwise
improper.

      To  summarize,  each employee and director is obligated to disclose his or
her own conflict or any appearance of a conflict of interest.  The end result of
the process of disclosure,  discussion and  consultation may well be approval of
certain  relationships or transactions on the grounds that, despite appearances,

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they are not harmful to the Company.  But all relationships or transactions that
are actual  conflicts  of interest or may appear to be conflicts of interest are
prohibited,  even if they do not harm the Company, unless they have gone through
this approval process.

Compliance with Laws and Regulations

      It is company  policy to comply with the laws of each state and country in
which we do  business.  It is the  responsibility  of our  Company's  directors,
management  and  employees  to be familiar  with the laws and  regulations  that
relate to our business responsibilities and to comply with them.

      The General Counsel is always available for consultation on the laws which
relate to our businesses.  However,  it is the  responsibility  of management to
ensure compliance with applicable laws.

      If an employee or  director  has any  question  whether a  transaction  or
course of conduct  complies with applicable  statutes or regulations,  it is the
responsibility  of that  employee or director  to obtain  legal  advice from the
General Counsel and act in accordance with that advice. It is the responsibility
of management to ensure that  employees are aware of their  responsibilities  in
this regard.

      Set forth below are several  areas of  regulated  business  activity  that
require particular attention.

Environmental Laws and Regulations

      The Company is committed to conducting its business in an  environmentally
sound  manner.  Management  and  employees  are  required  to be  familiar  with
environmental   laws  and   regulations   which   relate  to  their   employment
responsibilities and to comply with them.


Workplace Safety Laws and Regulations

      In the interest of maintaining a safe and healthy  workplace,  the Company
requires full compliance with applicable workplace safety and industrial hygiene
standards mandated by law.

Compliance with Securities Laws

      The Company is often required by the securities  laws of the United States
to disclose to the public important information regarding the Company.

      An employee or director who knows important  information about the Company
that  has  not  been  disclosed  to  the  public  must  keep  such   information
confidential.  It is a violation of United  States law to purchase or sell stock

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of the Company on the basis of such important non-public information.  Employees
and directors may not do so and may not provide such  information  to others for
that or any other purpose.

      Directors  and  employees  may  not buy or sell  securities  of any  other
company using important  non-public  information  obtained in the performance of
their  duties.  Directors  and  employees  may not provide such  information  so
obtained to others.

      You should  understand  that  securities laws are taken very seriously and
government  agencies have developed extensive ways to monitor securities trading
activities. Violations of securities laws can result in large civil and criminal
penalties against companies and individuals.


Respect for Trade Secrets

      It is the  policy  of  the  Company  to  respect  the  trade  secrets  and
proprietary information of others. Although information obtained from the public
domain  is a  legitimate  source  of  competitive  information,  a trade  secret
obtained through improper means is not. The unauthorized use of trade secrets or
other  proprietary  information  could  subject  both  the  Company  and  you to
substantial civil liability.

      If a competitor's trade secrets or proprietary  information are offered to
you in a suspicious  manner, or if you have any question about the legitimacy of
the use or  acquisition  of  competitive  information,  you should  contact  the
General Counsel  immediately.  No action  regarding such  information  should be
taken before consultation with the General Counsel.


Confidentiality of Personal Information

      Confidentiality  applies  not  only to  business  information,  but to the
personal  information  of  the  Company's  employees,   former  employees,   job
applicants and other persons.  The Company requires that personal information be
collected, processed, stored and transferred with adequate precautions to ensure
confidentiality  and be accessible  only to those  individuals  with  legitimate
reasons to know about or have access to the information.  When appropriate,  the
Company will ask individuals  for their consent to the  collection,  processing,
storage and transfer of personal  information  and  employees  will be given the
opportunity  to review their  personal  data held by the Company and correct any
errors found.

Use  of  Funds  and  Assets  and  Complete  and  Accurate   Books  and  Records;
Second-Country Payments

      Sales of the Company's  products and  services,  and purchases of products
and services of suppliers,  shall be made solely on the basis of quality,  price
and  service,  and never on the basis of giving or  receiving  payments,  gifts,
entertainment or favors.

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      No Company  funds or assets  shall be used for any  unlawful  purpose.  No
director or employee  shall  purchase  privileges  or special  benefits  through
payment of bribes, illegal political contributions, or other illicit payments.

      No  undisclosed or unrecorded  fund or asset shall be established  for any
purpose.

      No false or  artificial  entries shall be made in the books and records of
the Company for any reason, and no employee shall engage in any arrangement that
results in such prohibited act, even if directed to do so by a supervisor.

      No payment shall be approved or made with the  agreement or  understanding
that any part of such  payment  is to be used for any  purpose  other  than that
described by documents supporting the payment.

      No  payments  of any  kind  (whether  commissions,  promotional  expenses,
personal  expenses,  free goods or  whatever)  shall be made to an  unaffiliated
distributor  or sales agent (or employee or agent  thereof) in any country other
than  that in which the sales  were  made or in which the  distributor  or sales
agent has a substantial place of business.  Such payments (sometimes referred to
as "second-country" payments) may be made to other entities such as suppliers of
goods and services  provided  under  certain  circumstances  about which counsel
should be consulted.


Equal Opportunity

      The Company's policy is to provide equal employment  opportunities  and to
treat all employees and applicants  without  regard to personal  characteristics
such as race, color, religion, sexual orientation, gender, age, national origin,
marital  status,   pregnancy,   disability  or  veteran  status.   Managers  are
responsible for implementing this policy.

Discrimination or Harassment

      The  Company  strives  to  maintain a work  environment  free of verbal or
physical  harassment  regarding racial,  ethnic,  religious,  physical or sexual
characteristics or any other prohibited  factor.  This policy applies to conduct
that is made a condition of employment, is used as a basis for making employment
or promotion  decisions,  creates an intimidating,  hostile or offensive working
environment  or otherwise  unreasonably  interferes  with an  individual's  work
performance.

      The  Company  may  be  held   responsible   for  the   harassment   of  or
discrimination  against  employees  by  managers  or  other  employees  or  even
non-employees  if the Company  knows or should have known about the behavior and
fails to take corrective action. Employees should be aware that they are subject
to dismissal if they engage in harassment or discrimination of others.

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Abuse of Drugs and Alcohol

      Substance  abuse  presents  serious  health  and  safety  hazards  in  the
workplace.  Our  policy  is to  eliminate  substance  abuse  by  our  employees.
Applicants are subject to pre-employment drug testing. The Company also reserves
the right to test  employees  who  display  unusual  behavior  or where there is
reasonable  suspicion of drug or alcohol abuse.  Where permitted,  employees may
also be tested on a random, universal basis.