Exhibit 14.1


                              Empire Global Corp.
                            A Delaware corporation
                                   ("EMGL")

                             Corporate Governance

The Board of Directors of Empire Global Corp. (the "Company") sets high
standards for the Company's employees, officers and directors. Implicit in this
philosophy is the importance of sound corporate governance. It is the duty of
the Board of Directors to serve as a prudent fiduciary for shareholders and to
oversee the management of the Company's business. To fulfill its
responsibilities and to discharge its duty, the Board of Directors follows the
procedures and standards that are set forth in these guidelines. These
guidelines are subject to modification from time to time as the Board of
Directors deems appropriate in the best interests of the Company or as required
by applicable laws and regulations.

Code of Business Conduct and Ethics

Introduction

This Code of Business Conduct and Ethics (the "Code") of Empire Global Corp.,
Inc. (the "Company") sets forth standards for business practices and procedures
to be followed by all of the Company's directors, officers, employees, agents
and representatives, including consultants. It does not cover every issue that
may arise, but it sets out basic principles to guide all employees and
directors of the Company. All of our employees and directors must conduct
themselves accordingly and seek to avoid even the appearance of improper
behaviour.

This Code strives to deter wrongdoing and promote the following objectives:
     1.  Honest and ethical conduct;
     2.  Avoidance of conflicts of interest;
     3.  Full, fair, accurate, timely and transparent disclosure;
     4.  Compliance with the applicable government and self-regulatory
         organization laws, rules and regulations;
     5.  Prompt internal reporting of Code violations; and
     6.  Accountability for compliance with the Code.

If a law conflicts with a policy in this Code, you must comply with the law. If
you have any questions about these conflicts, you should ask your supervisor
how to handle the situation.

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 15 of this Code.

For purposes of this Code, any reference to "employee" shall mean any agent,
representative or consultant of the Company.

1.  Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this
Company's ethical standards are built. All employees must respect and obey the
laws of the cities, states and country in which we operate. Although not all
employees are expected to know the details of these laws, it is important to
know enough to determine when to seek advice from supervisors, managers or
other appropriate personnel.

If requested, the Company will hold information and training sessions to
promote compliance with laws, rules and regulations, including insider-trading
laws.

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2.  Conflicts of Interest

A "conflict of interest" exists when a person's private interest interferes in
any way with the interests of the Company. A conflict situation can arise when
an employee, officer or director takes actions or has interests that may make
it difficult to perform his or her Company work objectively and effectively.
Conflicts of interest 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 to, or guarantees of obligations
of, employees, officers or directors and their family members may create
conflicts of interest.

It is almost always a conflict of interest for a Company employee to work
simultaneously for a competitor or customer. You are not allowed to work for a
competitor as a consultant or board member. The best policy is to avoid any
direct or indirect business connection with our customers or competitors,
except on our behalf. Conflicts of interest are prohibited as a matter of
Company policy, except under guidelines approved by the Board of Directors.
Conflicts of interest may not always be clear-cut, so if you have a question,
you should consult with higher levels of management. Any employee, officer or
director who becomes aware of a conflict or potential conflict should bring it
to the attention of a supervisor, manager or other appropriate personnel or
consult the procedures described in Section 15 of this Code.

3.  Insider Trading

If an employee, officer or director has material, non-public information
relating to the Company or its business, it is the Company's policy that the
employee, officer or director, their family members, or any entities controlled
by the employee or his/her family members, may not buy or sell securities of
the Company or engage in any other action to take advantage of, or pass on to
others, that information. Information is material when it could affect
someone's decision to buy, hold or sell a company's securities. This policy
also applies to trading in the securities of any other company, including our
customers, vendors or other business partners, if employees, officers or
directors have material, non-public information about that company which the
employee, officer or director obtained by virtue of his/her position at our
Company.

Transactions that may be necessary or justifiable for independent reasons,
including emergency expenditures and transactions planned before the employee
learned the material information, are not exceptions. Even the appearance of an
improper transaction must be avoided to prevent any potential prosecution of
the Company or the individual trader.

All non-public information about the Company should be considered confidential
information. To use non-public information for personal financial benefit or to
"tip" others who might make an investment decision on the basis of this
information is not only unethical but also illegal. If you have any questions,
please consult the Chief Financial Officer.

4.  Corporate Opportunities

Employees, officers and directors are prohibited from taking for themselves
personally opportunities that are discovered through the use of corporate
property, information or position without the consent of the Board of
Directors. No employee, officer or director may use corporate property,
information, or position for improper personal gain, and no employee, officer
or director may compete with the Company directly or indirectly. Employees,
officers and directors owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.

5.  Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. Stealing proprietary
information, possessing trade secret information that was obtained without the

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owner's consent, or inducing such disclosures by past or present employees of
other companies is prohibited. Each employee, officer or director should
endeavor to respect the rights of and deal fairly with the Company's customers,
competitors and employees. 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.

The purpose of business entertainment and gifts in a commercial setting is to
create goodwill and sound working relationships, not to gain unfair advantage
with customers. No gift or entertainment should ever be offered, given,
provided or accepted by any Company employee, officer or director, family
member of an employee, officer or director, or agent unless it: (1) is not a
cash gift, (2) is consistent with customary business practices, (3) is not
excessive in value, (4) cannot be construed as a bribe or payoff and (5) does
not violate any laws or regulations. Please discuss with your supervisor any
gifts or proposed gifts which you are not certain are appropriate.

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 and will
not tolerate any illegal discrimination or harassment. Employment decisions
must be based only on an employees' or applicant's qualifications, demonstrated
skills and achievements without regard to race, color, sex, national origin,
religion, age, disability, veteran status, citizenship, sexual orientation,
gender identity or marital status.

Employees, officers and directors must not engage in conduct that could be
construed as sexual harassment. Unwelcome sexual advances, sexually suggestive
statements or questions, offensive jokes, sexual innuendos, offensive touching
or patting, requests for sexual favors, displaying or showing sexually
suggestive material, and other verbal or physical conduct of a sexual nature
may be forms of sexual harassment. You should report suspected instances of
sexual harassment by anyone (including persons with whom the Company does
business) immediately to your human resources contact.

7.  Health and Safety

The Company strives to provide each employee with a safe and healthy work
environment. Each employee 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.

Violence and threatening behavior are not permitted. Employees should report to
work in condition to perform their duties, free from the influence of illegal
drugs or alcohol. The use of alcohol or illegal drugs in the workplace will not
be tolerated.

8.  Recordkeeping

The Company requires honest and accurate recording and reporting of information
in order to make responsible business decisions. For example, only the true and
actual number of hours worked should be reported.

Many employees and officers regularly use business expense accounts, which must
be documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or the Company's controller.

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 both to applicable legal requirements and to the

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Company's system of internal controls. Unrecorded or "off the books" funds or
assets should not be maintained unless permitted by applicable law or
regulation.

Business records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
of people and companies that can be misunderstood. This applies equally to
e-mail, internal memos, and formal reports. Records should always be retained
or destroyed according to the Company's record retention policies. In
accordance with those policies, in the event of litigation or governmental
investigation, please consult your supervisor.

9.  Confidentiality

Employees, officers and directors must maintain the confidentiality of
confidential information entrusted to them by the Company or its customers,
except when disclosure is authorized or required by laws or regulations.
Confidential information includes all non-public information that if disclosed,
might be of use to competitors, or harmful to the Company or its customers. It
also includes information that customers have entrusted to us. The obligation
to preserve confidential information continues even after employment or
director relationship ends.

Public and media communications involving the Company must have prior clearance
in compliance with the Company's President or Chief Executive Officer.

10. Protection and Proper Use of Company Assets

All employees, officers and directors should endeavor to protect the Company's
assets and ensure their efficient use. Theft, carelessness, and waste have a
direct impact on the Company's profitability. Any suspected incident of fraud
or theft should be immediately reported for investigation. Company equipment
should not be used for non-Company business, though incidental personal use may
be permitted.

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, 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 even criminal proceedings and prosecution.

11. Filing of Government Reports

Any reports or information provided, on our behalf, to federal, state, local or
foreign governments or government agency should be true, complete and accurate.
Any omission, misstatement or lack of attention to detail could result in a
violation of the reporting laws, rules and regulations.

12. Accounting Policies

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. All directors, officers,
employees and others are expressly prohibited from directly or indirectly
manipulating an audit, and from destroying or tampering with any record,
document or tangible object with the intent to obstruct a pending or
contemplated audit, review or federal investigation. The commission of, or
participation in, one of these prohibited activities or other illegal conduct
will subject the perpetrator to federal penalties, as well as punishment of up
to and including termination of employment.

No director, officer or employee of the Company may (1) directly or indirectly
make or cause to be made a materially false or misleading statement, or

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(2) 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 (SEC).

13. Non-Retaliation for Reporting

In no event will the Company take or threaten any action against an employee,
officer or director as a reprisal or retaliation for making a complaint or
disclosing or reporting information in good faith. However, if a reporting
individual was involved in improper activity, the individual may be
appropriately disciplined even if he or she was the one who disclosed the
matter to the Company. In these circumstances, the Company may consider the
conduct of the reporting individual in promptly reporting the information as a
mitigating factor in any disciplinary decision.

The Company will not allow retaliation against an employee, officer or director
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.

14. Waivers, Amendments and Modifications of the Code of Business Conduct and
    Ethics

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. If
a waiver of this Code is granted to a director or officer, the notice of such
waiver, along with the justification for such waiver and the name of the person
to whom such waiver is granted, shall be disclosed on Form 8-K within five days
of the Board of Director's vote or shall be otherwise disclosed as required by
applicable law or the National Association of securities Dealers ("NASD")
rules. This disclosure requirement applies to any de facto waiver where an
officer or director violates the Code but is not subjected to internal
sanctions.

Any waiver of any provision of this Code with regard to any employee who is not
an executive officer or director of the Company must be approved by the
employee's supervisor or such other person designated by the CEO.

There shall be no amendment or modification to this Code except by a vote of
the Board of Directors or a designated board committee that will ascertain
whether an amendment or modification is appropriate. In case of an amendment or
modification of this Code, the notice of such amendment shall be disclosed on
Form 8-K within five days of such amendment or modification by the Board of
Directors or shall otherwise disclose as required by applicable law or the NASD
rules.

15. Compliance Procedures

Employee Reporting

We must all work to ensure prompt and consistent action against violations of
this Code.

     You must report promptly any violations of this Code (including any
     violations of the requirement of compliance with law). Failure to report a
     violation can lead to disciplinary action against the person who failed to
     report the violation which may be as severe as the disciplinary action
     against the person who committed the violation.

     Normally, a possible violation of this Code by an employee other than an
     officer of our Company should be reported to the supervisor of the

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     employee who commits the violation. However, any employee may report any
     possible violation to our Chief Financial Officer. Our Chief Financial
     Officer can be reached by fax or mail at:

          Empire Global Corp.
          Suite 400 - 501 Alliance Ave.
          Toronto, Ontario, M6N 2J1
          Attn: Florence Tsun
          Fax: (416) 769-5588

     A possible violation of this Code by a director or an officer should be
     reported to our President or Chief Financial Officer. If you believe that
     in a particular situation it would not be appropriate to report a possible
     violation by a director or officer to the President or Chief Financial
     Officer, you may report the possible violation to our Chief Executive
     Officer, to the Chairman of the Audit Committee of our Board of Directors,
     or to any other officer or director of our Company to whom you believe it
     would be appropriate to report the possible violation.

     If you report a possible violation of this Code by another person, your
     identity will be kept confidential, except to the extent that you consent
     to be identified or your identification is required by law.

     Possible violations may be reported orally or in writing and may be
     reported anonymously.

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 locally with your office manager or your Human
         Resources manager.
     *   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.

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Company Action

     Internal Investigation. When an alleged violation of the Code is reported,
     the Company shall take prompt and appropriate action in accordance with
     the law and regulations and otherwise consistent with good business
     practice.

     Disciplinary Actions. The supervisor, executive officer and/or Chairman of
     the Audit Committee, as the case may be ("Compliance Representatives"),
     shall assess the situation and determine the appropriate course of action,
     including the appropriate disciplinary action in accordance with the
     Company's policies and procedures for any employee who is found to have
     violated the Code. Any violation of applicable law or any deviation from
     the standards embodied in this Code will result in disciplinary action, up
     to and including termination of employment. In addition to imposing its
     own discipline, the Company will bring any violations of law to the
     attention of appropriate law enforcement personnel.

     Retention of Reports and Complaints. All reports and complaints made to or
     received by the Compliance Representatives shall be logged into a record
     maintained for this purpose by the Compliance Representatives and this
     record of such report shall be retained for five (5) years.

     Required Government Reporting. Whenever conduct occurs that requires a
     report to the government, the Compliance Representatives shall be
     responsible for complying with such reporting requirements.

     Corrective Actions. Subject to the following sentence, in the event of a
     violation of the Code, the Compliance Representatives should assess the
     situation to determine whether the violation demonstrates a problem that
     requires remedial action as to Company policies and procedures. If a
     violation has been reported to the Audit Committee or another committee of
     the Board, that committee shall be responsible for determining appropriate
     remedial or corrective actions. Such corrective action may include
     providing revised public disclosure, retaining Company employees,
     modifying Company policies and procedures, improving monitoring of
     compliance under existing procedures and other action necessary to detect
     similar non-compliant conduct and prevent it from occurring in the future.
     Such corrective action shall be documented, as appropriate.


Adopted by the Board of Directors on:  December 31, 2005



Effective as of January 1, 2006.