EXHIBIT 14.1

                   CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER
                           AND CHIEF FINANCIAL OFFICER
                                       OF
                               YI WAN GROUP, INC.


The Chief  Executive  Officer and Chief  Financial  Officer  (collectively,  the
"Senior Officers") hold an important and elevated role in corporate  governance.
As part of the Corporate  Leadership Team,  Senior Officers are vested with both
the responsibility and authority to protect, balance, and preserve the interests
of  all  of  the  enterprise  stakeholders,   including  shareholders,  clients,
employees,  and  citizens of the  communities  in which  business is  conducted.
Senior  Officers  fulfill this  responsibility  by prescribing and enforcing the
policies and procedures employed in the operation of the enterprise's  financial
organization, and by demonstrating the following:

I.   HONEST AND ETHICAL CONDUCT

Senior  Officers  will  exhibit and promote the highest  standards of honest and
ethical  conduct  through  the  establishment  and  operation  of  policies  and
procedures that:  Encourage and reward professional  integrity in all aspects of
the  financial   organization,   by  eliminating  inhibitions  and  barriers  to
responsible behavior, such as coercion, fear of reprisal, or alienation from the
financial organization or the enterprise itself.

o    Prohibit and  eliminate the  appearance or occurrence of conflicts  between
     what is in the best  interest of the  enterprise  and what could  result in
     material  personal  gain  for  a  member  of  the  financial  organization,
     including Senior Officers.

o    Provide a  mechanism  for  members of the  finance  organization  to inform
     senior  management of  deviations in practice from policies and  procedures
     governing honest and ethical behavior.

o    Demonstrate their personal support for such policies and procedures through
     periodic  communication  reinforcing these ethical standards throughout the
     finance organization.

II.  FINANCIAL RECORDS AND PERIODIC REPORTS

Senior  Officers  will  establish  and manage  the  enterprise  transaction  and
reporting systems and procedures to ensure that:

o    Business transactions are properly authorized and completely and accurately
     recorded on the Company's  books and records in accordance  with  Generally
     Accepted  Accounting  Principles  (GAAP) and established  company financial
     policy.

o    The retention or proper  disposal of Company records shall be in accordance
     with  established  enterprise  financial  policies and applicable legal and
     regulatory requirements.

o    Periodic financial communications and reports will be delivered in a manner
     that  facilitates  the highest  degree of clarity of content and meaning so

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     that  readers  and  users  will  quickly  and  accurately  determine  their
     significance and consequence.

III. COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS

o    Senior Officers will establish and maintain  mechanisms to: Educate members
     of the finance  organization  about any  federal,  state or local  statute,
     regulation or  administrative  procedure  that affects the operation of the
     finance organization and the enterprise generally.

o    Monitor the  compliance  of the finance  organization  with any  applicable
     federal, state or local statute, regulation or administrative rule.

o    Identify  report and correct in a swift and certain  manner,  any  detected
     deviations from applicable federal, state or local statute or regulation.


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