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Exhibit 14.1

CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS
  AND
  EMPLOYEES OFCOVENTURE INTERNATIONAL INC.

1. TREAT IN AN ETHICAL MANNER THOSE TO WHOM WE HAVE AN
  OBLIGATION

We are committed to honesty, just management, fairness, providing
  a safe and healthy environment free from the fear of retribution, and respecting
  the dignity due everyone.

For the communities in which we live and work we are committed
  to observe sound environmental business practices and to act as concerned and
  responsible neighbors, reflecting all aspects of good citizenship.

For our shareholders we are committed to pursuing sound growth
  and earnings objectives and to exercising prudence in the use of our assets
  and resources.

For our suppliers and partners we are committed to fair competition
  and the sense of responsibility required of a good customer and teammate.

2. PROMOTE A POSITIVE WORK ENVIRONMENT

All employees want and deserve a workplace where they feel
  respected, satisfied, and appreciated. We respect cultural diversity and will
  not tolerate harassment or discrimination of any kind -- especially involving
  race, color, religion, gender, age, national origin, disability, and veteran
  or marital status.

Providing an environment that supports honesty, integrity,
  respect, trust, responsibility, and citizenship permits us the opportunity to
  achieve excellence in our workplace. While everyone who works for the Company
  must contribute to the creation and maintenance of such an environment, our
  executives and management personnel assume special responsibility for fostering
  a work environment that is free from the fear of retribution and will bring
  out the best in all of us. Supervisors must be careful in words and conduct
  to avoid placing, or seeming to place, pressure on subordinates that could cause
  them to deviate from acceptable ethical behavior.

3. PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD
  WE LIVE IN

We are committed to providing a drug-free, safe and healthy
  work environment, and to observing environmentally sound business practices.
  We will strive, at a minimum, to do no harm and where possible, to make the
  communities in which we work a better place to live. Each of us is responsible
  for compliance with environmental, health and safety laws and regulations.

4. KEEP ACCURATE AND COMPLETE RECORDS

We must maintain accurate and complete Company records. Transactions
  between the Company and outside individuals and organizations must be promptly
  and accurately entered in our books

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in accordance with generally accepted accounting practices
  and principles. No one should rationalize or even consider misrepresenting facts
  or falsifying records. It will not be tolerated and will result in disciplinary
  action.

5. OBEY THE LAW
  We will conduct our business in accordance with all applicable laws and regulations.
  Compliance with the law does not comprise our entire ethical responsibility.
  Rather, it is a minimum, absolutely essential condition for performance of our
  duties. In conducting business, we shall:

| |  | A. STRICTLY ADHERE TO ALL ANTITRUST LAWS
| |  | ----------------------------------------

Officer, directors and employees must strictly adhere to all
  antitrust laws. Such laws exist in the United States and in many other countries
  where the Company may conduct business. These laws prohibit practices in restraint
  of trade such as price fixing and boycotting suppliers or customers. They also
  bar pricing intended to run a competitor out of business; disparaging, misrepresenting,
  or harassing a competitor; stealing trade secrets; bribery; and kickbacks.

B. STRICTLY COMPLY WITH ALL SECURITIES LAWS


In our role as a publicly owned company, we must always be
  alert to and comply with the security laws and regulations of the United States
  and other countries.

| |  | C. DO NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING
| |  | --------------------------------------------------

Federal law and Company policy prohibits officers, directors
  and employees, directly or indirectly through their families or others, from
  purchasing or selling Company stock while in the possession of material, non-public
  information concerning the Company. This same prohibition applies to trading
  in the stock of other publicly held companies on the basis of material, non-public
  information. To avoid even the appearance of impropriety, Company policy also
  prohibits officers, directors and employees from trading options on the open
  market in Company stock under any circumstances.

Material, non-public information is any information that could
  reasonably be expected to affect the price of a stock. If an officer, director
  or employee is considering buying or selling a stock because of inside information
  they possess, they should assume that such information is material. It is also
  important for the officer, director or employee to keep in mind that if any
  trade they make becomes the subject of an investigation by the government, the
  trade will be viewed after-the-fact with the benefit of hindsight. Consequently,
  officers, directors and employees should always carefully consider how their
  trades would look from this perspective.

Two simple rules can help protect you in this area: (1) Don't
  use non-public information for personal gain. (2) Don't pass along such information
  to someone else who has no need to know.

This guidance also applies to the securities of other companies
  for which you receive information in the course of your employment.

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| |  | D. BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS
| |  | -----------------------------------------------

As a public company, we must be fair and accurate in
  all reports filed with the United States Securities and Exchange Commission.
  Officers, directors and management of which are responsible for ensuring that
  all reports are filed in a timely manner and that they fairly present the financial
  condition and operating results of the Company.

Securities laws are vigorously enforced. Violations may result
  in severe penalties including forced sales of parts of the business and significant
  fines against the Company. There may also be sanctions against individual employees
  including substantial fines and prison sentences.

The Chief Executive Officer and Chief Financial Officer will
  certify to the accuracy of reports filed with the SEC in accordance with the
  Sarbanes-Oxley Act of 2002. Officers and Directors who knowingly or willingly
  make false certifications may be subject to criminal penalties or sanctions
  including fines and imprisonment.

6. AVOID CONFLICTS OF INTEREST

Our officers, directors and employees have an obligation to
  give their complete loyalty to the best interests of the Company. They should
  avoid any action that may involve, or may appear to involve, a conflict of interest
  with the Company. Officers, directors and employees should not have any financial
  or other business relationships with suppliers, customers or competitors that
  might impair, or even appear to impair, the independence of any judgment they
  may need to make on behalf of the Company.

| |  | HERE ARE SOME WAYS A CONFLICT OF INTEREST COULD ARISE:
| |  | ------------------------------------------------------

- Employment by a competitor, or potential competitor, regardless of the nature
  of the employment, while employed by us.

- Acceptance of gifts, payment, or services from those seeking to do business with us.

- Placement of business with a firm owned or controlled by an officer, director
  or employee or his/her family.

- Ownership of, or substantial interest in, a company that is a competitor, client or supplier.

- Acting as a consultant to one of our customers, clients or suppliers.

- Seeking the services or advice of an accountant or attorney who has provided services to us.

Officers, directors and employees are under a continuing obligation
  to disclose any situation that presents the possibility of a conflict or disparity
  of interest between the officer, director or employee and the Company. Disclosure
  of any potential conflict is the key to remaining in full compliance with this
  policy.

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7. COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES

We must comply with the laws and regulations that pertain
  to the acquisition of goods and services. We will compete fairly and ethically
  for all business opportunities. In circumstances where there is reason to believe
  that the release or receipt of non-public information is unauthorized, do not
  attempt to obtain and do not accept such information from any source.

If you are involved in Company transactions, you must be certain
  that all statements, communications, and representations are accurate and truthful.

8. AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS

The sale and marketing of our products and services should
  always be free from even the perception that favorable treatment was sought,
  received, or given in exchange for the furnishing or receipt of business courtesies.
  Our officers, directors and employees will neither give nor accept business
  courtesies that constitute, or could be reasonably perceived as constituting,
  unfair business inducements or that would violate law, regulation or policies
  of the Company, or could cause embarrassment to or reflect negatively on the
  Company's reputation.

9. MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES

Business integrity is a key standard for the selection and
  retention of those who represent us. Agents, representatives and consultants
  must certify their willingness to comply with the Company's policies and procedures
  and must never be retained to circumvent our values and principles. Paying bribes
  or kickbacks, engaging in industrial espionage, obtaining the proprietary data
  of a third party without authority, or gaining inside information or influence
  are just a few examples of what could give us an unfair competitive advantage
  and could result in violations of law.

10. PROTECT PROPRIETARY INFORMATION

Proprietary Company information may not be disclosed to anyone
  without proper authorization. Keep proprietary documents protected and secure.
  In the course of normal business activities, suppliers, customers and competitors
  may sometimes divulge to you information that is proprietary to their business.
  Respect these confidences.

11. OBTAIN AND USE COMPANY ASSETS WISELY

Personal use of Company property must always be in accordance
  with corporate policy. Proper use of Company property, information resources,
  material, facilities and equipment is your responsibility. Use and maintain
  these assets with the utmost care and respect, guarding against waste and abuse,
  and never borrow or remove Company property without management's permission.

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12. FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS
  AND ACTIVITIES

We encourage our employees to become involved in civic affairs
  and to participate in the political process. Employees must understand, however,
  that their involvement and participation must be on an individual basis, on
  their own time and at their own expense. In the United States, federal law prohibits
  corporations from donating corporate funds, goods, or services, directly or
  indirectly, to candidates for federal offices -- this includes employees' work
  time. Local and state laws also govern political contributions and activities
  as they apply to their respective jurisdictions.

13. BOARD COMMITTEES   Code of Ethics Code of Ethics


14. DISCIPLINARY MEASURES   Code of Ethics


The disciplinary measures, which may be invoked at the discretion
  of the Audit Committee, include, but are not limited to, counseling, oral or
  written reprimands, warnings, probation or suspension without pay, demotions,
  reductions in salary, termination of employment and restitution.

Persons subject to disciplinary measures shall include, in
  addition to the violator, others involved in the wrongdoing such as (i) persons
  who fail to use reasonable care to detect a violation, (ii) persons who if requested
  to divulge information withhold material information regarding a violation,
  and (iii) supervisors who approve or condone the violations or attempt to retaliate
  against employees or agents for reporting violations or violators.

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