**Exhibit
      14.1**


**WINSONIC
      DIGITAL MEDIA GROUP, LTD.**


**CODE
      OF BUSINESS CONDUCT AND ETHICS**





**Introduction**





This
      Code
      of Business Conduct and Ethics covers a wide range of business practices and
      procedures. Ethical conduct and business success are inseparable, and no
      important business objective can be achieved without following this fundamental
      principle. This Code does not and cannot cover every issue that may arise;
      it
      does, however, set out basic principles to guide all officers, directors and
      employees of the Company. All of our employees, officers and directors must
      conduct themselves accordingly and seek to avoid even the appearance of improper
      behavior. This Code should also be provided to and followed by the Company's
      agents and representatives, including consultants.





If
      a law,
      rule, regulation or order conflicts with this Code, you must comply with the
      law, rule, regulation or order. If you have any questions about these conflicts,
      you should seek advice from your supervisor or other appropriate personnel
      within the Company or counsel to the Company. Regardless of whether a situation
      is covered by law, rule, regulation or order, this Code or another Company
      policy or procedure, you must at all times conduct yourself in accordance with
      basic ethical principles.





Those
      who
      violate the standards in this Code will be subject to disciplinary action,
      up to
      and including termination of employment. *If
      you are in a situation which you believe may violate or lead to a violation
      of
      this Code, follow the guidelines described in Section 14 of this
      Code.*





This
      Code
      and the policies and procedures described in it do not constitute or create
      an
      employment contract or employer-employee relationship between the Company and
      any other person, including its agents, representatives, consultants,
      contractors or their personnel. This Code and the Company's policies and
      procedures are subject to change at any time.





**1.
      Compliance with Laws, Rules, Regulations and Orders**





Obeying
      the law, both in letter and in spirit, is the foundation on which the Company's
      ethical standards are built. All employees, officers and directors must respect
      and obey the laws, rules, regulations and orders of the cities, states and
      countries in which we operate and the orders of regulatory and judicial
      authorities to which we are subject. Although not all employees, officers or
      directors are expected to know the details of these laws, rules, regulations
      and
      orders, it is important to know enough to determine when to seek advice from
      supervisors or other appropriate personnel within the Company or counsel to
      the
      Company.





At
      the
      discretion of management or the direction of the Board, the Company will hold
      information and training sessions to promote compliance with laws, rules,
      regulations and orders.





**2.
      Conflicts of Interest**





A
      conflict of interest exists when a person's private interest interferes with
      or
      is opposed to the Company's interests. A conflict can arise when an employee,
      officer or director takes actions or has interests that may make it difficult
      to
      perform his or her services or duties for the Company objectively and
      effectively. Conflicts may also arise when an employee, officer or director,
      or
      members of his or her family, receives improper personal benefits as a result
      of
      his or her position in the Company.





Loans
      by
      the Company to, or guarantees by the Company of obligations of, employees,
      officers, directors and their


family
      members create conflicts of interest. Simultaneous work by employees, officers
      and directors for a competitor, customer or supplier and the Company also
      creates conflicts of interest, even if the work for the competitor, customer
      or
      supplier is performed as a consultant, advisor or board member.








Loans
      and
      guarantees shall not be made by the Company to or for an executive officer,
      director or their family members.


Loans
      and
      guarantees shall also not be made by the Company to or for a non-executive
      officer, employee or their family members, unless approved by a majority of
      the
      independent and disinterested members of the Board. Employees, directors and
      officers shall not serve a competitor in any capacity, even as an advisor,
      consultant or board member, unless approved by a majority of the independent
      and
      disinterested members of the Board.





Conflicts
      of interest may not always be clear-cut. If you have a question, you should
      consult with your supervisor or


other
      appropriate personnel within the Company or counsel to the Company. Any
      employee, officer or director who becomes aware of a conflict or potential
      conflict should bring it to the attention of his or her supervisor or other
      appropriate personnel within the Company or follow the guidelines described
      in
      Section 14 of this Code.





The
      best
      policy is to avoid any direct or indirect connection with customers, suppliers
      or competitors, except on behalf of the Company. Conflicts of interest are
      prohibited as a matter of Company policy, unless approved by a majority of
      the
      independent and disinterested members of the Board.





**3.
      Confidential Information and Insider Trading**





All
      non-public information about the Company should be considered confidential
      information. Employees who have


access
      to
      confidential information are not permitted to use or share that information
      for
      any purpose other than the conduct of our business. The obligation to preserve
      confidential information continues even after employment ends.


In
      connection with this obligation, every employee may at any time be required
      to
      sign a confidentiality agreement with the Company.





To
      use
      non-public information for stock trading purposes or other personal financial
      benefit or to "tip" others who might trade stock is not only unethical but
      also
      illegal. For more information regarding this topic, please review the Company's
      Insider Trading Policy Regarding Material Non-public Information.





Management
      will consider pending transactions to determine when to prohibit trading. In
      some cases, the prohibition on trading may occur as soon as discussions about
      a
      transaction begin. During blackout periods, the Company must also avoid
      discussions with analysts, private briefings and interviews to the maximum
      extent reasonable. An appropriate response (not involving disclosure of material
      and/or nonpublic information) should be developed ahead of meetings that cannot
      be avoided to handle questions about the information which is the subject of
      the
      blackout. A trading blackout prohibits trading of Company securities: (a) before
      a scheduled material announcement is made; (b) before an unscheduled material
      announcement is made; and (c) for a specific period of time after a material
      announcement has been made.





All
      directors, officers and employees are prohibited from trading for a minimum
      of
      14 trading days before the release of financial statements. In addition the
      Company will impose a blackout period if there is a pending undisclosed material
      development on all directors, officers and employees where they are prohibited
      from trading. The blackout period will commence at the time that the Company
      becomes aware of material undisclosed information.





The
      Company must allow the market time to absorb the information before directors,
      officers and employees can resume trading after the release of material
      information. All directors, officers and employees are prohibited from trading
      for two trading days after the release of financial statements. All directors,
      officers and employees are prohibited from trading for two trading days after
      the announcement has been made. The Chief Executive Officer of the Company
      will
      keep a record of the dates of all trading blackout periods and the reason for
      the blackout period.





The
      obligation of employees to protect the Company's assets includes its proprietary
      information. Proprietary information includes intellectual property such as
      trade secrets, patents, trademarks, and copyrights, as well as business,
      marketing and service plans, engineering and manufacturing ideas, designs,
      databases, records, salary information and any unpublished financial data and
      reports.





Unauthorized
      use or distribution of this information would violate Company policy. It could
      also be illegal and result in civil or criminal penalties.








Proper
      use of confidential information and determination of permissible trading
      activities may not always be clear-cut. If you have a question, you should
      consult with your supervisor or other appropriate personnel within the Company
      or counsel to the Company. Any employee, officer or director who becomes aware
      of unauthorized disclosure of confidential information, insider trading or
      misuse or misappropriation of non-public information should bring it to the
      attention of his or her supervisor or other appropriate personnel within the
      Company or follow the guidelines described in Section 14 of this
      Code.





Unauthorized
      disclosure of confidential information, insider trading and misuse and
      misappropriation of non-public


information
      about the Company are prohibited as a matter of Company policy.





Members
      of the Company's Board of Directors and its executive officers must also comply
      with the reporting obligations and limitations on "short-swing" transactions
      imposed by Section 16 of the Securities Exchange Act of 1934, as amended, and
      other applicable U.S. federal securities laws. These rules require such
      individuals to report their transactions in Company securities to the SEC within
      two (2) days from the execution date and prohibit "matching" purchases and
      sales
      of the Company's securities made within a six-month period.





**4.
      Corporate Opportunities**





Employees,
      officers and directors owe a duty to the Company to advance its legitimate
      interests when the opportunity to do so arises and not to take for themselves
      personally opportunities that are discovered through use of Company property,
      information or position or use corporate property, information, or position
      for
      improper personal gain.





The
      existence of corporate opportunities may not always be clear-cut. If you have
      a
      question, you should consult with your supervisor or other appropriate personnel
      within the Company or counsel to the Company. Any employee, officer or director
      who becomes aware of a corporate opportunity or a misappropriation thereof,
      or a
      misuse of corporate property, information or position should bring it to the
      attention of his or her supervisor or other appropriate personnel within the
      Company or follow the guidelines described in Section 14 of this
      Code.





Use
      of
      corporate opportunities, property, information or position, other than to
      advance the legitimate interests of the


Company
      are prohibited as a matter of Company policy, unless approved by a majority
      of
      the independent and disinterested members of the Board.





**5.
      Competition and Fair Dealing**





We
      seek
      to outperform our competition fairly and honestly. Each employee should endeavor
      to respect the rights of and deal fairly with the Company's suppliers,
      competitors and customers. Stealing proprietary information or trade secrets,
      possessing proprietary information or trade secrets that were obtained without
      the owner's consent, or inducing disclosures thereof by past or present
      employees, officers, directors, consultants or contractors of the owner of
      such
      information without the owner's consent is not only unethical, but could also
      be
      illegal. No employee, officer or director should take unfair advantage of anyone
      through manipulation, concealment, abuse of privileged information,
      misrepresentation of material facts, or any other intentional unfair-dealing
      practice.





Determination
      of permissible commercial and competitive activities may not always be
      clear-cut. If you have a question, you should consult with your supervisor
      or
      other appropriate personnel within the Company or counsel to the Company. Any
      employee, officer or director who becomes aware of improper illegal or
      potentially illegal commercial or competitive activities should bring it to
      the
      attention of his or her supervisor or other appropriate personnel within the
      Company or follow the guidelines described in Section 14 of this Code. Illegal
      commercial or competitive activities are prohibited as a matter of Company
      policy.





The
      purpose of entertainment and gifts in a commercial setting is to create good
      will and sound working relationships, not to gain unfair advantage with third
      parties. No gift or entertainment should ever be offered, given, provided or
      accepted by any officer, director or employee, family member of an officer,
      director or employee, or agent unless it: (a) is not a cash gift, (b) is
      consistent with customary business practices, (c) is not excessive in value,
      (d)
      cannot be construed as a bribe or payoff and (e) does not violate any laws,
      rules or regulations.








Whether
      business entertainment and gifts are appropriate may not always be clear-cut.
      If
      you have a question, you should consult with your supervisor or other
      appropriate personnel within the Company or counsel to the Company. Any
      employee, officer or director who becomes aware of improper business
      entertainment or gifts should bring it to the attention of his or her supervisor
      or other appropriate personnel within the Company or follow the guidelines
      described in Section 14 of this Code.





Illegal
      business gifts or entertainment is prohibited as a matter of Company
      policy.





**6.
      Discrimination and Harassment**





The
      diversity of the Company's employees is a tremendous asset. We are firmly
      committed to providing equal opportunity in all aspects of
      employment.





Discrimination
      and harassment of any kind harm not only the Company and its business, but
      could
      also be illegal. Examples include derogatory comments based on racial or ethnic
      characteristics and unwelcome sexual advances. Whether a statement or action
      constitutes discrimination or harassment may not always be clear-cut. If you
      have a question, you should consult with your supervisor or other appropriate
      personnel within the Company or counsel to the Company. Any employee, officer
      or
      director who becomes aware of discrimination or harassment should bring it
      to
      the attention of his or her supervisor or other appropriate personnel within
      the
      Company or follow the guidelines described in Section 14 of this
      Code.





Discrimination
      or harassment are prohibited as a matter of Company policy.





**7.
      Health and Safety**





We
      strive
      to provide each employee with a safe and healthy work environment, free from
      the
      influence of illegal drugs, alcohol and substance abuse and from violence and
      threatening or bullying behavior. Each employee, officer and director has
      responsibility for maintaining a safe and healthy workplace for all employees
      by
      following safety and health rules and practices and reporting accidents,
      injuries and unsafe equipment, practices or conditions.





Employees
      should report to work in condition to perform their duties, free from the
      influence of drugs, alcohol or other substances.





Any
      employee, officer or director who becomes aware of illegal drugs, alcohol or
      substance abuse, violence, threatening or bullying behavior, or violation of
      safety and health rules and practices or conduct that presents a risk to the
      health and safety of our workplace should bring it to the attention of his
      or
      her supervisor or other appropriate personnel within the Company or counsel
      to
      the Company or follow the guidelines described in Section 14 of this
      Code.





**8.
      Record-Keeping**





The
      Company requires honest and accurate recording and reporting of information
      in
      order to make responsible business decisions. All of the Company's books,
      records and financial statements are required by law to accurately reflect
      the
      Company's transactions and are subject to the Company's system of internal
      controls Books and records may also be required to be produced to third parties
      in connection with governmental investigations or litigation and improper
      destruction thereof may result in substantial penalties.





All
      of
      the Company's books, records, accounts and financial statements must be
      maintained in reasonable detail, must appropriately reflect the Company's
      transactions and must conform to the Company's system of internal controls
      and
      applicable legal requirements. Unrecorded or "off the books" funds or assets
      should not be maintained unless permitted by applicable laws, rules and
      regulations. Many employees regularly use business expense accounts, and such
      use must also be documented and recorded accurately. In addition, employees
      who
      are timekeepers must record only the true and actual number of hours
      worked.





Business
      records and communications, including e-mail, internal memoranda and formal
      reports often become public.











We
      should
      avoid exaggeration, derogatory remarks, guesswork, or inappropriate
      characterizations of people and companies that can be misunderstood. Such
      illegal or disruptive conduct is prohibited as a matter of Company policy.
      Books
      and records should always be retained or destroyed according to the Company's
      record retention policies. Any employee, officer or director who becomes aware
      of failure to maintain detailed and accurate books, records, accounts or
      financial statements or to comply with Company record retention policies should
      bring it to the attention of his or her supervisor or other appropriate
      personnel within the Company or follow the guidelines described in Section
      14 of
      this Code.





Failure
      to maintain detailed and accurate books and records or to comply with Company
      record retention policies is


prohibited
      as a matter of Company policy.





**9.
      Protection and Proper Use of Company Assets**





The
      Company's success is dependent upon careful and efficient use of its assets.
      Theft, carelessness and waste may have a direct impact on the Company's
      profitability.





All
      employees should endeavor to protect Company assets and ensure their efficient
      use. Company equipment should not be used for non-Company business, although
      incidental personal use may be permissible.





Any
      employee, officer or director who becomes aware of misuse of Company assets
      should bring it to the attention of his or her supervisor or other appropriate
      personnel within the Company or counsel to the Company or follow the guidelines
      described in Section 14 of this Code.





Intentional
      damage to or loss of, and intentional misuse of, Company assets is prohibited
      as
      a matter of Company policy.





**10.
      Payments to Government Personnel**





The
      U.S.
      Foreign Corrupt Practices Act prohibits giving anything of value, directly
      or
      indirectly, to officials of foreign governments or foreign political candidates
      in order to obtain or retain business. In addition, the U.S. government has
      a
      number of laws, rules and regulations regarding business gratuities which may
      be
      accepted by U.S. government personnel.





The
      promise, offer or delivery to an official or employee of the U.S. government
      of
      a gift, favor or other gratuity in violation of these rules would not only
      be
      unethical but could also be a criminal offense. State and local governments,
      as
      well as foreign governments, may have similar laws, rules and
      regulations.





Whether
      a
      particular payment to government personnel is improper may not always be
      clear-cut. If you have a question, you should consult with your supervisor
      or
      other appropriate personnel within the Company or counsel to the Company. Any
      employee, officer or director who becomes aware of improper payments to
      government personnel should bring it to the attention of his or her supervisor
      or other appropriate personnel within the Company or follow the guidelines
      described in Section 14 of this Code.





Illegal
      payments to governmental personnel are prohibited as a matter of Company
      policy.





**11.
      Waivers of the Code of Business Conduct and Ethics**





Waivers
      of this Code may be granted by senior management in exceptional circumstances.
      However, waivers for executive officers or directors may be granted only by
      the
      Board and must be promptly disclosed as required by applicable laws, rules
      and
      regulations, including stock exchange rules.





**12.
      Reporting any Illegal or Unethical Behavior**





Employees
      are encouraged to talk to their supervisors or other appropriate personnel
      about
      observed illegal or unethical behavior and when in doubt about the best course
      of action in a particular situation. Any employee may submit a good faith
      concern regarding questionable accounting or auditing matters. Dismissal or
      retaliation of any kind for reports of misconduct by others or reports of
      questionable accounting or auditing matters made in good faith by employees
      is
      prohibited as a matter of Company policy.





Employees
      are expected to cooperate in internal investigations of
      misconduct.











**13.
      Compliance Procedures**





We
      must
      all work to ensure prompt and consistent action against violations of this
      Code.
      However, in some situations it is difficult to know if a violation has occurred.
      Since we cannot anticipate every situation that will arise, it is important
      that
      we have a way to approach a new question or problem. These are the steps to
      keep
      in mind:





•
Make
      sure you have all the facts. In order to reach the right solutions, we must
      be
      as fully informed as possible.


•
Ask
      yourself: What specifically am I being asked to do? Does it seem unethical
      or
      improper? This will enable you to focus on the specific question you are faced
      with, and the alternatives you have. Use your judgment and common sense; if
      something seems unethical or improper, it probably is.


•
Clarify
      your responsibility and role. In most situations, there is shared
      responsibility. Are your colleagues informed? It may help to get others involved
      and discuss the problem.


•
Discuss
      the problem with your supervisor. This is the basic guidance for all situations.
      In many cases, your supervisor will be more knowledgeable about the question,
      and will appreciate being brought into the decision-making process. Remember
      that it is your supervisor's responsibility to help solve problems.


•
Seek
      help from Company resources. In the rare case where it may not be appropriate
      to
      discuss an issue with your supervisor, or where you do not feel comfortable
      approaching your supervisor with your question, discuss it with legal
      counsel.


•
You
      may
      report ethical violations in confidence and without fear of retaliation. If
      your
      situation requires that your identity be kept secret, your anonymity will be
      protected. The Company does not permit retaliation of any kind against employees
      for good faith reports of ethical violations.


•
Always
      ask first, act later. If you are unsure of what to do in any situation, seek
      guidance before you act.





**14.
      Code of Ethics for CEO and Senior Financial Officers**





Attached
      to this Code is a Code of Ethics for CEO and Senior Financial Officers, which
      is
      incorporated herein and shall apply to the officers covered thereby in addition
      to the requirements of this Code.





**15.
      Effective Date**





This
      policy is effective as of March 24, 2008.





Attached
      to this Code is a Code of Ethics for CEO and Senior Financial Officers, which
      is
      incorporated herein and shall apply to the officers covered thereby in addition
      to the requirements of this Code.





**CODE
      OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS**





The
      Company has a Code of Business Conduct and Ethics applicable to all directors,
      officers and employees of the Company. The CEO and all senior financial
      officers, including the CFO and principal accounting officer, are bound by
      the
      provisions set forth therein relating to ethical conduct, conflicts of interest
      and compliance with law. In addition to the Code of Business Conduct and Ethics,
      the CEO and senior financial officers are subject to the following additional
      specific policies:





1.
      The
      CEO and all senior financial officers are responsible for full, fair, accurate,
      timely and understandable disclosure in the periodic reports required to be
      filed by the Company with the SEC. Accordingly, it is the responsibility of
      the
      CEO and each senior financial officer promptly to bring to the attention of
      the
      Board any material information of which he or she may become aware that affects
      the disclosures made by the Company in its public filings and to otherwise
      assist the Company in fulfilling its disclosure
      responsibilities.








2.
      The
      CEO and each senior financial officer shall promptly bring to the attention
      of
      the Audit Committee any information he or she may have concerning (a)
      significant deficiencies in the design or operation of internal controls which
      could adversely affect the Company's ability to record, process, summarize
      and
      report financial data or (b) any fraud, whether or not material, that involves
      management or other employees who have a significant role in the Company's
      financial reporting, disclosures or internal controls.





3.
      The
      CEO and each senior financial officer shall promptly bring to the attention
      of
      the CEO, the Audit Committee and the Company's counsel any information he or
      she
      may have concerning any violation of the Code of Business Conduct and Ethics,
      including any actual or apparent conflicts of interest between personal and
      professional relationships, involving any management or other employees who
      have
      a significant role in the Company's financial reporting, disclosures or internal
      controls.





4.
      The
      CEO and each senior financial officer shall promptly bring to the attention
      of
      the CEO, the Audit Committee and the Company's counsel any information he or
      she
      may have concerning evidence of a material violation of the securities or other
      laws, rules or regulations applicable to the Company and the operation of its
      business, by the Company or any agent thereof, or of these additional
      procedures.





5.
      The
      Board shall determine, or designate appropriate persons to determine,
      appropriate actions to be taken in the event of violations of the Code of
      Business Conduct and Ethics or of these additional procedures by the CEO and
      the
      Company's senior financial officers. Such actions shall be reasonably designed
      to deter wrongdoing and to promote accountability for adherence to the Code
      of
      Business Conduct and Ethics and to these additional procedures, and shall
      include written notices to the individual involved that the Board has determined
      that there has been a violation, censure by the Board, demotion or re-assignment
      of the individual involved, suspension with or without pay or benefits (as
      determined by the Board) and termination of employment. In determining what
      action is appropriate in a particular case, the Board or such designee shall
      take into account all relevant information, including the nature and severity
      of
      the violation, whether the violation was a single occurrence or a repeat
      occurrence, whether the violation appears to have been intentional or
      inadvertent, whether the individual in question had been advised prior to the
      violation as to the proper course of action and whether or not the individual
      in
      question had committed other violations in the past.