**Exhibit
14.1**
 
 **CODE
OF ETHICS**
  **OF**
  **CHINA
DIGITAL MEDIA CORPORATION**
 
 **I.**  **Objectives**
 
 China
Digital Media Corporation (the “Company”) is committed to the highest level of
ethical behavior. The Company's business success depends upon the reputation of
the Company and its directors, officer and employees to perform with the highest
level of integrity and principled business conduct.
 
 This Code
of Ethics (“Code”) applies to all directors, officers and employees of the
Company, including the Company's principal executive officer and principal
financial officer, (collectively, the “Covered Persons”). This Code is designed
to deter wrongdoing and to promote all of the following:
 
 ·
    honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflictsof
      interest between personal and professional
relationships
  ·
    full,
      fair, accurate, timely, and understandable disclosure in reports and
      documents thatthe
      Company files with, or submits to, the Securities and Exchange Commission
      (the"Commission"),
      and in other public communications made by the
Company
  ·
    compliance
      with applicable governmental laws, rules and
  regulations;
  ·
    the
      prompt internal reporting to an appropriate person or persons identified
      herein forreceiving
      violations of this Code
  ·
    accountability
      for adherence to this Code.
 
 Each
Covered Person must conduct himself or herself in accordance with this Code, and
must seek to avoid even the appearance of improper behavior.
 
 This Code
is not intended to cover every applicable law, or to provide answers to all
questions that might arise; for such, the Company relies on each person’s sense
of what is right, including a sense of when it is appropriate to seek guidance
from others on an appropriate course of conduct.
 
 **II.**  **Honest
And Ethical Conduct**
 
 Each
Covered Person must always conduct himself or herself in an honest and ethical
manner. Each Covered Person must act with the highest standards of personal and
professional integrity and must not tolerate others who attempt to deceive or
evade responsibility for actions. Honest and ethical conduct must be a driving
force in every decision made by a Covered Person while performing his or her
duties for the Company. When in doubt as to whether an action is honest and
ethical, each Covered Person shall seek advice from his or her immediate
supervisor or senior management, as appropriate.
 
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 **III.**  **Conflicts
Of Interest**
 
 The term
“conflict of interest” refers to any circumstance that would cast doubt on a
Covered Person’s ability to act objectively when representing the Company’s
interest. Covered Persons should not use their position or association with the
Company for their own or their family’s personal gain, and should avoid
situations in which their personal interests (or those of their family) conflict
or overlap, or appear to conflict or overlap, with the Company's best
interests.
 
 The
following are examples of activities that give rise to a conflict of interest.
These examples do not in any way limit the general scope of the Company's policy
regarding conflicts of interest.
 
 ·
    Where
      a Covered Person’s association with (or financial interest in) another
      person orentity
      would reasonably be expected to interfere with the Covered Person's
      independent judgment in the Company’s best interest, that association or
      financial interest creates aconflict
      of interest.
  ·
    The
      holding of a financial interest by a Covered Person in any present or
      potentialcompetitor,
      customer, supplier, or contractor of the Company creates a conflict ofinterest,
      except where the business or enterprise in which the Covered Person holds
      a financial interest is publicly owned, and the financial interest of the
      Covered Person insuch
      public entity constitutes less than one percent (1%) of the ownership of
      that business or enterprise.
  ·
    The
      acceptance by a Covered Person of a membership on the board of directors,
      orserving
      as a consultant or advisor to any board or any management, of a business
      that is a present or potential competitor, customer, supplier, or
      contractor of the Company, createsa
      conflict of interest, unless such relationship is pre-approved in writing
      by the principal executive officer of the
Company.
  ·
    Engaging
      in any transaction involving the Company, from which the Covered Person
      can benefit financially or otherwise, apart from the usual compensation
      received in the ordinary course of business, creates a conflict of
      interest. Such transactions include lending or borrowing money,
      guaranteeing debts, or accepting gifts, entertainment, or favors from a
      present or potential competitor, customer, supplier, or contractor of the
      Company.
  ·
    The
      use or disclosure of any unpublished information regarding the Company,
      obtainedby
      a Covered Person in connection with his or her employment for personal
      benefit,creates
      a conflict of interest.
 
 2
 
 It is our
policy and it is expected that all Covered Persons should endeavor to avoid all
situations that present an actual or apparent conflict of interest. All actual
or apparent conflicts of interest must be handled honestly and ethically. If a
Covered Person suspects that he or she may have a conflict of interest, that
Covered Person is required to report the situation to, and to seek guidance
from, his or her immediate supervisor or senior management, as appropriate. For
purposes of this Code, directors, the principal executive officer, and the
principal financial officer shall report any such conflict or potential conflict
situations to the chairman of the audit committee, if one be created, and in the
absence of an audit committee, to chairman of the board of directors. Officers
(other than the principal executive officer and principal financial officer) and
employees of the Company shall report any such situations to their immediate
supervisor. It is the responsibility of the audit committee chairman or the
chairman of the board, as applicable, to determine if a conflict of interest
exists or whether such situation is likely to impair the Covered Persons ability
to perform his or her assigned duties with the Company, and if such situation is
determined to present a conflict, to determine the necessary
resolution.
 
 Loans are
expressly prohibited from the Company to all directors and executive
officers.
 
 **IV.**  **Compliance
With Applicable Laws, Rules And Regulations**
 
 Full
compliance with letter and the spirit of all applicable governmental laws, rules
and regulations, and applicable rules and listing standards of any national
securities exchange on which the Company’s securities may be listed, is one of
the foundations on which this Company’s ethical policies are built. All
directors and executive officers of the Company must understand and take
responsibility for the Company's compliance with the applicable governmental
laws, rules and regulations of the cities, states and countries in which the
Company operates, and for complying with the applicable rules and listing
standards of any national securities exchange on which the Company’s securities
may be listed.
 
 **V.**  **Rules
To Promote Full, Fair, Accurate, Timely and Understandable
Disclosure**
 
 As a
public company, the Company has a responsibility to report financial information
to security holders so that they are provided with accurate information in all
material respects about the Company’s financial condition and results of
operations. It is the policy of the Company to fully and fairly disclose the
financial condition of the Company in compliance with applicable accounting
principles, laws, rules and regulations. Further, it is the Company’s policy to
promote full, fair, accurate, timely and understandable disclosure in all
Company reports required to be filed with or submitted to the Commission, as
required by applicable laws, rules and regulations then in effect, and in other
public communications made by the Company.
 
 Covered
Persons may be called upon to provide or prepare necessary information to ensure
that the Company’s public reports are complete, fair and understandable. The
Company expects Covered Persons to take this responsibility seriously and to
provide accurate information related to the Company’s public disclosure
requirements.
 
 All books
and records of the Company shall fully and fairly reflect all Company
transactions in accordance with accounting principles generally accepted in the
United States of America, and any other financial reporting or accounting
regulations to which the Company is subject. No entries to the Company’s books
and records shall be made or omitted to intentionally conceal or disguise the
true nature of any transaction. Covered Persons shall maintain all Company books
and records in accordance with the Company’s established disclosure controls and
procedures and internal controls for financial reporting, as such controls may
be amended from time to time.
 
 3
 
 All
Covered Persons must report any questionable accounting or auditing matters that
may come to their attention. This applies to all operating reports or records
prepared for internal or external purposes, such as sales or backlog
information. If any Covered Person has concerns or complaints regarding
questionable accounting or auditing matters of the Company, Covered Person shall
report such matters to his or her immediate supervisor. If the immediate
supervisor is involved in the questionable accounting or auditing matter, or
does not timely resolve the Covered Person’s concern, the Covered Person should
submit their concerns to the principal executive officer or the principal
financial officer. If the principal executive officer and the principal
financial officer are involved in the questionable accounting or auditing
matter, or do not timely resolve the Covered Person's concerns, the Covered
person should submit his or her concern directly to the audit committee, if one
be established, or to the board of directors in the absence of a designated
audit committee. The reporting of any such matters may be done on a confidential
basis, at the election of the Covered Person making the report.
 
 **VI.**  **Corporate
Opportunities**
 
 Directors
and employees are prohibited from taking for themselves opportunities that are
discovered through the use of Company property, information or position, or
using Company property, information or position for personal gain. Directors and
employees have a duty to the Company to advance its legitimate interest when the
opportunity to do so arises.
 
 **VII.**  **Confidentiality**
 
 Directors
and employees must maintain the confidentiality of non-public, proprietary
information regarding the Company, its customers or its suppliers, and shall use
that information only to further the business interests of the Company, except
where disclosure or other use is authorized by the Company or legally mandated.
This includes information disseminated to employees in an effort to keep them
informed or in connection with their work activities, but with the instruction,
confidential labeling, or reasonable expectation that the information be kept
confidential.
 
 **VIII.**  **Trading
on Inside Information**
 
 Inside
information includes any non-public information, whether favorable or
unfavorable, that investors generally consider important in making investment
decisions. Examples including financial results not yet released, imminent
regulatory approval/disapproval of an alliance or other significant matter such
as the purchase or sale of a business unit or significant assets, threatened
litigation, or other significant facts about a business. No information obtained
as the result of employment at, or a director’s service on the Board of, the
Company may be used for personal profit or as the basis for a “tip” to others,
unless such information is first made generally available to the
public.
 
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 **IX.**  **Protection
and Proper Use of Company Assets**
 
 Directors
and employees should protect the Company’s assets and ensure their efficient
use. Theft, carelessness and waste have an adverse impact on the Company and its
profitability. Company assets may only be used for legitimate Company business
purposes.
 
 **X.**  **Intellectual
Property**
 
 The
Company expends a great deal of time, effort and money to protect our
intellectual property. We are sensitive to issues regarding the improper use of
our intellectual property and avoiding the improper use of intellectual property
of others, including but not limited to copyrights, trademarks, trade secrets
and patents. In fulfillment of our legal obligations with respect to
intellectual property rights, the Company adheres to copyright laws, including
the application of those laws to copyrighted work in print, video, music,
computer software or other electronic formats. Employees must not make any
unauthorized reproduction of any copyrighted work.
 
 **XI.**  **Reporting
Violations of the Code**
 
 Any
Covered Person who becomes aware of any violation of this Code must promptly
bring the violation to the attention of the appropriate party as follows:
directors, the Company’s principal executive officer and the principal financial
officer shall report on a confidential basis any violations to the chairman of
the audit committee, if one be created, and in the absence of an audit
committee, to the chairman of the board of directors of the Company; Executive
officers and employees of the Company shall report any violations to the
Company’s principal executive officer or principal financial
officer..
 
 **XII.**  **Compliance
with the Code**
 
 All
issues of non-compliance with this Code will be reviewed and evaluated according
to the circumstances and severity of the problem. Senior management will take
such actions as it deems appropriate, which can include disciplinary action up
to and including termination of employment, legal action, and other
measures.
 
 **XIII.**  **Waiver
of the Code**
 
 Any
waiver of this Code may be made only by the independent directors on the board
of directors, or by an authorized committee of the board of directors comprised
solely of independent directors, and will be disclosed as required by law,
Commission regulations, or the rules and listing standards of any national
securities exchange on which the Company’s securities may be
listed.
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