Exhibit 14.1

                        ADVANCED ENGINE TECHNOLOGIES INC.
                       Code of Business Conduct and Ethics

                            (Adopted April 16, 2004)

                                   Article I
                              Statement of Purpose

         Advanced Engine Technologies Inc. and its subsidiaries (the "Company")
depend on the judgement and high personal standards of its directors and its
officers and employees ("Employees") in conducting its business with integrity
and in full compliance with the law. The Company has established this Code of
Business Conduct and Ethics (this "Code of Ethics") that applies to all
directors and Employees of the Company. The purpose of this Code of Ethics is to
ensure compliance herewith and to promote:

     o    Honest and ethical conduct, including the ethical handling of actual
          or apparent conflicts of interest between personal and professional
          relationships;

     o    Full, fair, accurate, timely, and understandable disclosure in reports
          and documents that the Company files with, or submits to, the
          Securities and Exchange Commission and other public communications of
          the Company;

     o    Compliance with applicable governmental laws, rules and regulations;

     o    The prompt internal reporting to an appropriate person or committee of
          violations of the Code of Ethics; and

     o    Accountability for adherence to the Code of Ethics.

As a representative of the Company, you have personal responsibility for both
the integrity and the consequences of your actions. No policy can cover every
possible situation, and whenever a question arises about the propriety of
certain actions, you should seek advice and counsel from your supervisor, John
Luft or the Company's legal counsel - M. Neil Cummings Esq.. If you are a
director or executive officer of Advanced Engine Technologies Inc. you may also
seek advice and counsel from the Board of Directors of Advanced Engine
Technologies Inc. You are encouraged to contact any of the foregoing regarding
questions about this Code of Ethics.


                                   Article II
                                 Administration

         The Board of Directors of Advanced Engine Technologies Inc. ("Board of
Directors") will administer this Code of Ethics. However, it is your individual
responsibility to comply with this Code of Ethics.

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                                  Article III
                              Compliance with Laws

     1. It is the policy of the Company to comply with all applicable laws,
rules and regulations. Your actions with respect to your duties to the Company
must be, to the best of your knowledge, in accordance with all such laws, rules
and regulations. You are expected to be familiar with the laws, rules and
regulations that impact and control your specific duties to the Company.

     2. You may not ask or pressure anyone to break any law, rule or regulation.

     3. You are required to understand and comply with the Company's insider
trading policy that governs your trading in securities of the Company, which is
available on the Company's intranet website.


                                   Article IV
                        Compliance with Company Policies

     1. Those of you who are involved in preparing reports and other documents
filed with the Securities and Exchange Commission and other public
communications of the Company must observe the Company's policies and procedures
with respect to such filings and communications, including, without limitation,
policies and procedures with respect to (a) internal controls, and (b)
disclosure controls and procedures. You must cooperate fully in any matters
relating to the gathering of information and preparation of such filings and
communications in order to promote full, fair, accurate, timely, and
understandable disclosures in such filings and communications.

     2. You must observe the Company's other policies and procedures, including,
without limitation, policies and procedures with respect to the prohibition
against discrimination or harassment.


                                   Article V
                             Conflicts of Interests

     1. You must take all practicable steps to avoid conflicts of interest. A
"conflict of interest" occurs when an individual's private interest interferes
in any way - or even appears to interfere - with the interests of the Company as
a whole. A conflict situation can arise when you take actions or have interests
that may make it difficult to perform your Company work objectively and
effectively. Conflicts of interest also arise when you, or a member of your
family, receive improper personal benefits as a result of your position in the
Company. Loans to, or guarantees of obligations of, such persons are of special
concern.

     2. In questionable situations, you should direct requests for determination
of whether or not a conflict of interest exists to John Luft or to the Company's

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legal counsel. Directors Advanced Engine Technologies Inc. ("Directors") and
executive officers may also direct such requests to the Board of Directors.

     3. If a situation that creates a conflict of interest arises, the
individual involved and any director or Employee who is aware of such conflict
of interest must promptly report it to the to the Company's legal counsel.
Information relating to such conflicts of interest may be reported anonymously.
See Article XII, Paragraph 3 of this Code of Ethics for procedures on how to
submit such information anonymously.

     4. The person to whom the conflict of interest is reported, or his or her
designee, will monitor the situation creating the conflict of interest and take
all appropriate action in accordance with this Code of Ethics. To the fullest
extent practicable, the individual with the conflict of interest will be removed
from any decision-making on behalf of the Company related to the situation
creating the conflict of interest. In no event will the individual with the
conflict of interest be permitted to receive any improper personal benefit from
such situation.


                                   Article VI
                             Corporate Opportunities

     1. You must not appropriate any business opportunity that is discovered
through the use of the Company's property or information or your position.

     2. You must not use your position or the Company's property or information
for personal gain or the personal gain of members of your family.

     3. You owe a duty to the Company to advance its legitimate interests when
the opportunity to do so arises.


                                  Article VII
                                  Fair Dealing

     1. You should maintain a high degree of integrity in your business dealings
on behalf of the Company. The Company expects that you will in the performance
of your duties:

          (a) Deal fairly with the Company's customers, suppliers and employees
     in accordance with prevailing standards of business conduct for
     home-building companies within the geographic areas in which the Company
     does business; and

          (b) Not take unfair advantage of the Company's customers, suppliers or
     employees through manipulation, concealment, abuse of privileged
     information, misrepresentation of material facts or any other
     unfair-dealing practice.

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         2. You must make procurement decisions exclusively on the basis of the
Company's best interests, considering such factors as quality, service, price,
financial responsibility and maintenance of reliable sources of supplies. It is
improper for you to seek or receive favored treatment from a potential or actual
supplier or contractor in the form of gifts or entertainment to you or your
family member that exceed prevailing standards of business conduct. You must
report any gift or entertainment with a value exceeding $100 received from a
potential or actual supplier or contractor to John Luft.

         3. You must not offer, give, provide, or accept any gift or
entertainment in connection with your relationship or employment with the
Company that is a cash gift, can be construed as a bribe, kickback or payoff or
that violates any applicable laws, rules or regulations.


                                  Article VIII
                          Protection of Company Assets

     1. You must to the fullest extent practicable protect the Company's assets
and ensure their efficient use.

     2. You must use the Company's assets only for the Company's legitimate
business purposes.

     3. No Company assets, including employee work time, may be contributed to
any political candidate, party or campaign, unless such contribution is approved
in advance by the Chief Executive Officer and Chief Operating Officer and is
made in accordance with all applicable laws, rules and regulations.


                                   Article IX
                                Health and Safety

     1. You must comply with all applicable laws, rules and regulations and
applicable policies and procedures to maintain a safe workplace.

     2. You may not possess, store or use any weapons or unlawful drugs at any
Company facility or worksite.

     3. You may not possess, consume or store alcoholic beverages at any Company
facility or worksite, except in connection with specific occasions or events
approved in advance by a division manager, the Chief Executive Officer or the
Chief Operating Officer.

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<PAGE>
                                   Article X
                        Business Information and Records

     1. All Company books, accounts, records and financial reports must be
maintained accurately, with complete documentation and in accordance with all
relevant accounting, internal control and documentation retention requirements.
No entries will be made, or reports issued, that intentionally conceal or
disguise the true nature of the transaction. All funds and accounts established
by the Company must be accurately described in relevant books and records. No
undisclosed, unrecorded or "off-book" funds or assets may be established or
maintained for any purposes.

     2. Expense reports must accurately reflect expenses incurred in the course
of doing business.

     3. If you are required to record and charge your time, you must do so
accurately and to the proper accounts. Supervisors are responsible for ensuring
that employees' time is charged properly.


                                   Article XI
                                 Confidentiality

     You must maintain the confidentiality of the Company's confidential and
proprietary information in accordance with all applicable laws, rules and
regulations and any confidentiality agreements entered into by or with the
Company. The same requirements apply to protecting confidential information
entrusted to the Company by a third party. Confidential information includes,
but is not limited to, all non-public information that might be of use to
competitors, or harmful to the Company or its customers, if disclosed.


                                  Article XII
                    Reporting and Consequences of Violations

     1. The Company expects you to comply with this Code of Ethics, to use your
own high standards and reasoned judgement, and to seek the advice and counsel of
supervisors, John Luft and/or the Company's legal counsel to clarify issues not
covered by these standards and when in doubt about the best course of action.
Directors and executive officers may also seek the advice and counsel of the
Board of Directors. Supervisors and management are charged with creating and
maintaining an environment that promotes proper business conduct and allows
employees to feel free to question or report in good faith suspected
improprieties without fear of retribution.

     2. You should report any violations of this Code of Ethics by a Director or
a Key Executive to the Chairman of the Board of Directors. Violations of this
Code of Ethics by other Employees should be reported to the Board of Directors.
You must not, however, deliberately provide false information concerning
violations of laws, rules, regulations, or this Code of Ethics. If you
deliberately fail to report a violation of which you are aware, or deliberately

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provide false information, you will be subject to disciplinary action, up to and
including dismissal from the Company, or, if you are a Director, a request for
your resignation, depending on the facts and circumstances.

     3. You may report information relating to violations of this Code of
Ethics, including conflicts of interest, anonymously by calling the following
telephone number: 310-914-9599, submitting such information in writing to the
following e-mail address of the Company's legal counsel: mncassoc@aol.com, or
calling the Company's legal counsel at 310-914-1849. If you want the submission
to be anonymous, you should not leave or provide your name or other personal
identifying information or send the submission from an e-mail address that
identifies the sender. You should provide as much information as possible
including all relevant facts and circumstances that you believe should be
considered in evaluating the situation. If you request, the Company will
maintain the confidentiality of the submission to the extent reasonably
practicable. However, the Company may be required to disclose the submission in
response to legal proceedings, subpoenas, civil or criminal investigative
demands or similar process. In addition, the Company may be required to disclose
publicly the matters pertaining to the violation or to take corrective actions
and to disclose publicly those corrective actions. In order to make a thorough
investigation, it may also be necessary to make inquiries or otherwise engage in
conduct that may make it possible to discern the source of the information even
though the submission was made anonymously. The Company will not allow
retaliation for reports made in good faith.

     4. The Company will not discharge, demote, suspend, threaten, harass, or in
any other manner discriminate against any Employee in the terms or conditions of
employment because of any lawful act done by the Employee:

          (a) to provide information, cause information to be provided, or
     otherwise assist in an investigation regarding any conduct which the
     employee reasonably believes constitutes a violation of Federal mail fraud
     statutes, any rule or regulation of the Securities and Exchange Commission,
     or any provision of Federal law relating to fraud against shareholders (a
     "Violation"), when the information or assistance is provided to or the
     investigation is conducted by -

               (i) A Federal regulatory or law enforcement agency;

               (ii) Any member of Congress or any committee of Congress;

               (iii) A person with supervisory authority over the employee (or
          such other person working for the Company who has the authority to
          investigate, discover, or terminate misconduct); or

          (b) to file, cause to be filed, testify, participate in, or otherwise
     assist in a proceeding filed or about to be filed (with knowledge of the
     Company) relating to an alleged Violation.

     5. The provisions of this Code of Ethics may be waived for Directors or
executive officers of Advanced Engine Technologies Inc. only by the Board of

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<PAGE>
Directors. The provisions of this Code of Ethics may be waived for Employees who
are not executive officers of Advanced Engine Technologies Inc. by the Company's
Chief Executive Officer, or his designee, or by the Board of Directors. Any such
waiver by the Chief Executive Officer, or his designee, must be reported to the
Chairman of the Board of Directors. The Company may not waive the provisions of
this Section 5 of this Article XII.

     6. Violations of this Code of Ethics will subject the Employee to
disciplinary action, including, without limitation, suspension, demotion or
discharge. Violations of this Code of Ethics by a Director may constitute cause
for disciplinary action, including, without limitation, request for the
resignation of such Director.

     7. This Code of Ethics may be amended by the Board of Directors or the
Board of Directors. Any amendment will be promptly disclosed by the Company in
accordance with, and to the extent required by, the regulations of the
Securities and Exchange Commission.

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<PAGE>
                            Compliance Certification

         I have read and understand the Company's Code of Business Conduct and
Ethics. I agree that I will comply with the Code of Business Conduct and Ethics.
If I am an officer or employee of the Company, I agree that violations of the
Code of Ethics will constitute cause for disciplinary action, including, without
limitation, suspension, demotion or discharge.

         I certify that I am not currently in violation of the Code of Ethics.

Dated:  ________ __, 200_.


                                                     ______________________
                                      Name





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