EXHIBIT 14

                     REDWOOD ENTERTAINMENT GROUP, INC.
                   CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
                       AND SENIOR FINANCIAL OFFICERS


I.   INTRODUCTION  AND  PURPOSE

This Code of Ethics for Principal Executive and Senior Financial Officers
(hereinafter referred to as the  "Code") helps maintain Redwood
Entertainment Group, Inc.'s  (hereinafter referred to as the "Company")
standards of business conduct and ensures compliance with legal
requirements, specifically, but not limited to, Section 406 of the
Sarbanes-Oxley Act of 2002 and SEC rules promulgated thereunder.

In addition to securing compliance with legal requirements, the purpose of
the Code is to deter wrongdoing and promote ethical conduct, and full,
fair, accurate, timely, and understandable disclosure of financial
information in the periodic reports of the Company.  The matters covered in
this Code are of the utmost importance to the Company, our stockholders and
our business partners, and are essential to our ability to conduct our
business in accordance with our stated values.

Financial executives hold an important and elevated role in corporate
governance and are uniquely capable and empowered to ensure that
stockholders' interests are appropriately balanced, protected and
preserved.  Accordingly, this Code provides principles to which financial
executives are expected to adhere and advocate.  This Code embodies rules
regarding individual and peer responsibilities, as well as responsibilities
to the Company, the public and others.

II.  APPLICATION

This Code is applicable to the following persons (hereinafter referred to
as the  "Officers"):

     The Company's principal executive officers;

     The Company's principal financial officers;

     The Company's principal accounting officer or controller;  and

     Persons performing similar functions.

III.  CODE OF ETHICS:

Each Officer shall adhere to and advocate the following principles and
responsibilities governing professional and ethical conduct:

     Act with honesty and integrity, avoiding actual or apparent conflicts
of interest in personal and professional relationships.

     Provide information that is full, fair, accurate, complete, objective,
relevant, timely, and understandable to the Company's Board of Directors,
the Securities and Exchange Commission, the Company's stockholders, and the
public.

     Comply with applicable governmental laws, rules, and regulations.

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

     Take all reasonable measures to protect the confidentiality of non-
public information about the Company acquired in the course of your work
except when authorized or otherwise legally obligated to disclose such
information and to not use such confidential information for personal
advantage.

     Assure responsible use of and control over all assets and resources
employed or entrusted to you.

     Promptly report to the Chairman of the Board of Directors:

     a.   any information you may have regarding any violation of this
Code;

     b.   any actual or apparent conflict of interest between personal
and/or professional  relationships involving management or any other
employee with a role in financial reporting disclosures or internal
controls;

     c.   any information you might have concerning evidence of a material
violation of the securities or other laws, rules or regulations applicable
to the Company and its  operations;

     d.   significant deficiencies in the design or operation of internal
controls that could  adversely affect the Company's ability to record,
process,  summarize or report financial  data;  or

     e.   any fraud, whether or not material, that involves management or
other employees who  have a significant role in the Company's financial
reporting, disclosures or internal  controls.

IV.  REPORTING PROCEDURE, PROCESS AND ACCOUNTABILITY

As discussed above, Officers shall promptly report any violation of this
Code to the Chairman of the Board of Directors.

Reports of violations under this Code received by the Chairman of the Board
of Directors shall be investigated by the entire Board of Directors.

In the event of a finding that a violation of this Code has occurred,
appropriate action shall be taken that is reasonably designed to deter
wrongdoing and to promote accountability for adherence to this Code, and
may include written notices to the individual involved of the determination
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 up to and including, if appropriate, termination of the
individual's employment. In determining what action is appropriate in a
particular case, the Board of Directors (or the independent directors of
the Board as the case may be) shall take into account all relevant
information, including the nature and severity of the violation, whether
the violation was a single occurrence or repeated occurrences, whether the
violation appears to have been intentional or inadvertent, whether the
individuals in question had been advised prior to the violation as to the
proper course of action and whether or not the individual in question had
committed other violations in the past.

V.   ANONYMOUS REPORTING

Any violation of this Code and any violation by the Company or its
directors or officers of the securities laws, rules, or regulations, or
other laws, rules, or regulations applicable to the Company may be reported
to the Chairman of the Board of Directors anonymously.

VI.  NO RETALIATION

It is against the Company's policy to retaliate in any way against an
Officer for good faith reporting of violations of this Code.

VII.  WAIVER AND AMENDMENT

The Company is committed to continuously reviewing and updating its
policies and procedures.  Therefore, this Code is subject to modification.
Any amendment or waiver of any provision of this Code must be approved in
writing by the Company's Board of Directors and promptly disclosed pursuant
to applicable laws and regulations.

VIII.  ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND SENIOR FINANCIAL OFFICERS

I have received and read the Company's Code of Ethics for Principal
Executive and Senior Financial Officers  (the  "Code").  I understand the
standards and policies contained in the Code and understand that there may
be additional policies or laws applicable to my job.  I agree to comply
with the Code in all respects.

If I have questions concerning the meaning or application of the Code, any
Company policies, or the legal and regulatory requirements applicable to my
job, I know that I can consult with the Chairman of the Board of Directors,
knowing that my questions or reports will remain confidential to the
fullest extent possible.

I understand that my agreement to comply with this Code does not constitute
a contract of employment.


___________________________
Officer Name

___________________________
Signature

___________________________
Date


Please sign and return this form to the Company's Chairman of the Board of
Directors.