**Exhibit
      14.1**




**CHINA
      3C GROUP**




**CODE
      OF BUSINESS CONDUCT AND ETHICS**




**For
      Employees, Officers and Directors**




**Introduction**




To
      further the fundamental principles of honesty, loyalty, fairness and
      forthrightness of China 3C Group (“China 3C”), we have established the China 3C
      Group Code of Business Conduct and Ethics. Our Code strives to deter wrongdoing
      and promote the following six objectives:




·
            Honest
                and ethical conduct;




·
            Avoidance
                of conflicts of interest between personal and professional
                relationships;




·
            Full,
                fair, accurate, timely and transparent disclosure in periodic reports
                required to be filed by China 3C with the Securities and Exchange
                Commission and in other public communications made by China
                3C;




·
            Compliance
                with the applicable government
                regulations;




·
            Prompt
                internal reporting of Code violations;
                and




·
            Accountability
                for compliance with the Code.




**Accounting
      Controls, Procedures & Records**




Applicable
      laws and company policy require China 3C to keep books and records that
      accurately and fairly reflect its transactions and the dispositions of its
      assets. In this regard, our financial executives shall:




·
            Provide
                information that is accurate, complete, objective, relevant, timely
                and
                understandable.




·
            Comply
                with rules and regulations of federal, state, provincial and local
                governments, and other appropriate private and public regulatory
                agencies.




·
            Act
                in good faith, responsibly, with due care, competence and diligence,
                without misrepresenting material facts or allowing independent judgment
                to
                be subordinated.




All
      directors, officers, employees and other persons are prohibited from directly
      or
      indirectly falsifying or causing to be false or misleading any financial or
      accounting book, record or account. Furthermore, no director, officer or
      employee of China 3C may directly or indirectly:









·
            Make
                or cause to be made a materially false or misleading statement,
                or




·
            Omit
                to state, or cause another person to omit to state, any material
                fact
                necessary to make statements made not misleading in connection with
                the
                audit of financial statements by independent accountants, the preparation
                of any required reports whether by independent or internal accountants,
                or
                any other work which involves or relates to the filing of a document
                with
                the Securities and Exchange
                Commission.




**Bribery**




The
      offering, promising, or giving of money, gifts, loans, rewards, favors or
      anything of value to any supplier, customer or governmental official is strictly
      prohibited.




**Communications**




It
      is
      very important that the information disseminated about China 3C be both accurate
      and consistent. For this reason, certain of our executive officers who have
      been
      designated as authorized spokespersons per our policy regarding compliance
      with
      Regulation FD are responsible for our internal and external communications,
      including public communications with stockholders, analysts and other interested
      members of the financial community. Employees should refer all outside requests
      for information to the authorized spokespersons.




**Computer
      and Information Systems**




For business purposes, officers and employees are provided telephones and
      computer workstations and software, including network access to computing
      systems such as the Internet and e-mail, to improve personal productivity and
      to
      efficiently manage proprietary information in a secure and reliable manner.
      You
      must obtain the permission from our Information Technology Services department
      to install any software on any company computer or connect any personal laptop
      to the China 3C network. As with other equipment and assets of China 3C, we
      are
      each responsible for the appropriate use of these assets. Except for limited
      personal use of China 3C’s telephones and computer/e-mail, such equipment may be
      used only for business purposes. Officers and employees should not expect a
      right to privacy of their e-mail. All e-mails on company equipment are subject
      to monitoring by China 3C.




**Confidential
      or Proprietary Information**




Company
      policy prohibits employees from disclosing confidential or proprietary
      information outside China 3C, either during or after employment, without company
      authorization to do so. Unless otherwise agreed to in writing, confidential
      and
      proprietary information includes any and all methods, inventions, improvements
      or discoveries, whether or not patentable or copyrightable, and any other
      information of a similar nature disclosed to the directors, officers or
      employees of China 3C or otherwise made known to us as a consequence of or
      through employment or association with China 3C (including information
      originated by the director, officer or employee). This can include, but is
      not
      limited to, information regarding our business, research, development,
      inventions, trade secrets, intellectual property of any type or description,
      data, business plans, marketing strategies and contract
      negotiations.




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**Conflicts
      of Interest**




Company
      policy prohibits conflicts between the interests of its employees, officers,
      directors and China 3C. A conflict of interest exists when an employee, officer,
      or director’s personal interest interferes or may interfere with the interests
      of the company. Conflicts of interest may not always be clear, so if an employee
      has a concern that a conflict of interest may exist, they should consult with
      higher levels of management, and in the case of officers and directors, they
      should consult with a member of the Audit Committee. When it is deemed to be
      in
      the best interests of China 3C and its shareholders, the Audit Committee may
      grant waivers to employees, officers and directors who have disclosed an actual
      or potential conflict of interest. Such waivers are subject to approval by
      the
      Board of Directors.




**Fraud**




Company
      policy prohibits fraud of any type or description.




**Inside
      Information**




Company
      policy and applicable laws prohibit disclosure of material inside information
      to
      anyone outside China 3C without a specific business reason for them to know.
      It
      is unlawful and against company policy for anyone possessing inside information
      to use such information for personal gain. China 3C’s policies with respect to
      the use and disclosure of material non-public information are more particularly
      set forth in China 3C’s Insider Trading Policy.




**Political
      Contributions**




Company
      policy prohibits the use of company, personal or other funds or resources on
      behalf of China 3C for political or other purposes which are improper or
      prohibited by the applicable federal, state, local or foreign laws, rules or
      regulations. Company contributions or expenditures in connection with election
      campaigns will be permitted where allowed by federal, state, local or foreign
      election laws, rules and regulations.




**Reporting
      and Non-Retaliation**




Employees
      who have evidence of any violations of this code are encouraged and expected
      to
      report them to their supervisor, and in the case of officers and directors,
      they
      should report evidence of any such violations to a member of the Audit
      Committee. Such reports will be investigated in reference to applicable laws
      and
      company policy. Violations of this Code or any other unlawful acts by our
      officers, directors or employees may subject the individual to dismissal from
      employment and/or fines, imprisonment and civil litigation according to
      applicable laws.




We
      will
      not allow retaliation against an employee for reporting a possible violation
      of
      this Code in good faith. Retaliation for reporting a federal offense is illegal
      under federal law and prohibited under this Code. Retaliation for reporting
      any
      violation of a law, rule or regulation or a provision of this Code is
      prohibited. Retaliation will result in discipline up to and including
      termination of employment and may also result in criminal prosecution.




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**Waivers**




There
      shall be no waiver of any part of this Code for any director or officer except
      by a vote of the Board of Directors or a designated board committee that will
      ascertain whether a waiver is appropriate under all the circumstances. In case
      a
      waiver of this Code is granted to a director or officer, the notice of such
      waiver shall be posted on our website within five days of the Board of
      Director’s vote or shall be otherwise disclosed as required by applicable law or
      the rules of any stock exchange on which our securities may be listed or quoted
      for trading. Notices posted on our website shall remain there for a period
      of 12
      months and shall be retained in our files as required by law.







Approved By The Board of DirectorsJanuary 3,
              2008






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