Exhibit 14.1




                               NICKLEBYS.COM, INC.

                               Code of Ethics for
                               ------------------
            Principal Executive Officer and Senior Financial Officers
            ---------------------------------------------------------


I.   INTRODUCTION
     ------------

     A.   Purpose of Code.
          ---------------

     Nicklebys.com,  Inc.  (the  "Corporation")  is  committed  to  the  highest
                                  -----------
standards of legal and ethical  conduct,  including  providing full and accurate
financial  disclosure in compliance with applicable  laws, rules and regulations
and maintaining  its books and records in accordance with applicable  accounting
policies, laws, rules and regulations.

     This Code of Ethics for Principal  Executive  Officer and Senior  Financial
Officers (this "Code") is designed to set forth particular  standards of conduct
                ----
that the  Corporation  requires its principal  executive  officer and its senior
financial officers to follow.  Any activity by a principal  executive officer or
senior financial officer of the Corporation  contrary to this Code is prohibited
and is not within the scope of employment or authority of such persons.

     B.   Persons Subject to this Code.
          ----------------------------

     This Code is applicable to the following Corporation personnel:

          1.   Principal executive officer

          2.   Principal financial officer

          3.   Principal accounting officer

          4.   Controller; and

          5.   Other  persons  performing  similar  functions  as persons in the
enumerated  positions  (individually,  a "Covered Person" and collectively,  the
                                          --------------
"Covered Persons").
 ---------------

     C.   Distribution and Commitment
          ---------------------------

     All Covered  Persons will be given a copy of this Code. Each Covered Person
will be  required  to  certify  that  each  (i) has  read  and  understands  the
guidelines  contained  in this Code and (ii) will  comply with the terms of this
Code.


II.  COMPLIANCE WITH RULES AND REGULATIONS
     -------------------------------------

     The  Corporation is committed to conducting its business in accordance with
all applicable  laws,  rules and  regulations and in accordance with the highest
standards of business ethics. As a Covered Person, you must not only comply with
applicable laws, however. You also have leadership responsibilities that include
creating a culture of high  ethical  standards  and  commitment  to  compliance;
maintaining a work environment that encourages employees to raise concerns;  and
promptly addressing employee compliance concerns.





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III.  CONFLICTS OF INTEREST
      ---------------------

     A.   General Statement.
          -----------------

     All Covered Persons are expected to use good ethical judgment, and to avoid
situations  that  create an actual or  potential  conflict  between  the Covered
Person's personal interests and the interests of the Corporation.  A conflict of
interest also exists where the Covered Person's loyalties or actions are divided
between the Corporation's  interests and those of another, such as a competitor,
supplier or customer.  Both the fact and the appearance of a conflict  should be
avoided.

     Before  making any  investment,  accepting  any  position  or  benefits  or
participating in any transaction or business arrangement that creates or appears
to create a conflict  of  interest,  Covered  Persons  must  obtain the  written
approval of the Audit Committee of the Board of Directors.

     While it is not  feasible to describe  all  possible  conflicts of interest
that could develop, the following are some of the more common examples.

     B.   Examples of Conflicts.
          ---------------------

          1.   Financial  Interest in Another  Business.  Covered Persons should
               ----------------------------------------
not have a direct  or  indirect  financial  interest  in a  customer,  supplier,
competitor or others with whom the Corporation  does business.  The ownership of
less than one percent (1%) of the publicly  traded stock of a  corporation  will
not be considered a conflict.

          2.   Other Employment and Outside  Activities.  Covered Persons should
               ----------------------------------------
not  work  for,  become  directly  or  indirectly   involved  with,  or  receive
compensation  of any sort  from,  a  customer,  supplier  or  competitor  of the
Corporation or others with whom the Corporation  does business.  Covered Persons
should not engage in any activity which may be  competitive  with or contrary to
the interests of the Corporation.

          3.   Corporate Opportunities.  Business opportunities of which Covered
               -----------------------
Persons  learn as a result  of  employment  with the  Corporation  belong to the
Corporation,  if within the scope of the Corporation's  existing or contemplated
business, and should not be taken advantage of for personal gain.


IV.  DISCLOSURE IN REPORTS
     ---------------------

     The Corporation is committed to providing full, fair, accurate,  timely and
understandable  disclosure in reports and documents filed with, or submitted to,
the Securities and Exchange  Commission and in other public  communications made
by the Corporation.


V.   COMPLIANCE WITH THIS CODE
     -------------------------

     If Covered Persons have questions about this Code,  advice should be sought
from the Audit Committee of the Board of Directors. If a Covered Person knows of
or  suspects a  conflict  of  interest  or a  violation  of  applicable  laws or
regulations  or this Code,  the  Covered  Person  must  immediately  report that
information  to the  Chief  Executive  Officer  or, if the  suspected  violation
concerns the Chief Executive Officer, to the Chairman of the Board.




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VI.  ACCOUNTABILITY; WAIVER OF THIS CODE
     -----------------------------------

     The Board shall determine,  or designate  appropriate persons to determine,
appropriate  actions to be taken in the event of violations  of this Code.  Such
actions  shall  be  reasonably  designed  to  deter  wrongdoing  and to  promote
accountability  for adherence to this Code, and may 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  and  termination  of the
individual's employment.

     The  Corporation  will waive  application of the policies set forth in this
Code  only  when  circumstances  warrant  granting  a  waiver,  and then only in
conjunction with any appropriate monitoring of the particular situation. Changes
in and  waivers of this Code may be made only by the Board of  Directors  or the
Audit Committee of the Board and will be disclosed as required under  applicable
law and regulations.










































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                               Nicklebys.com, Inc.

                                 CODE OF ETHICS
                                       FOR
                         PRINCIPAL EXECUTIVE OFFICER AND
                            SENIOR FINANCIAL OFFICERS

                   RECEIPT AND AGREEMENT OF COMPLIANCE NOTICE




OFFICER'S NAME:  Bruce A. Capra
               -----------------------------------------------------------------

     I have read and  understand  the Code of  Ethics  for  Principal  Executive
Officer  and  Senior  Financial  Officers  of  Nicklebys.com,  Inc.  and  hereby
acknowledge  receipt  thereof.  I agree to comply with the  requirements of such
code.


                                             /s/ Bruce A. Capra
                                         ---------------------------------------
                                         Signature


                                             April 13, 2004
                                         ---------------------------------------
                                         Date