**Exhibit
      14.1**





**CODE
      OF ETHICS**





**OF**





**CHINA
      FRUITS CORPORATION**





**I.**  **Objectives**





We
      are
      committed to the highest level of ethical behavior. Our business success depends
      upon the reputation of directors, officer and employees to perform with the
      highest level of integrity and principled business conduct.





This
      Code
      of Ethics (“Code”) applies to all of our directors, officers and employees,
      including our principal executive officer and principal financial officer,
      (collectively, the “Covered Persons”). This Code is designed to deter wrongdoing
      and to promote all of the following:





·
            honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships




·
            full,
                fair, accurate, timely, and understandable disclosure in reports
                and
                documents that we file with, or submits to, the Securities and Exchange
                Commission (the "Commission"), and in other public communications
                made by
                us;




·
            compliance
                with applicable governmental laws, rules and
                regulations;




·
            the
                prompt internal reporting to an appropriate person or persons identified
                herein for receiving violations of this
                Code




·
            accountability
                for adherence to this Code.





Each
      Covered Person must conduct himself or herself in accordance with this Code,
      and
      must seek to avoid even the appearance of improper behavior.





This
      Code
      is not intended to cover every applicable law, or to provide answers to all
      questions that might arise; for such, we rely on each person’s sense of what is
      right, including a sense of when it is appropriate to seek guidance from others
      on an appropriate course of conduct.





**II.**  **Honest
      And Ethical Conduct**





Each
      Covered Person must always conduct himself or herself in an honest and ethical
      manner. Each Covered Person must act with the highest standards of personal
      and
      professional integrity and must not tolerate others who attempt to deceive
      or
      evade responsibility for actions. Honest and ethical conduct must be a driving
      force in every decision made by a Covered Person while performing his or her
      duties. When in doubt as to whether an action is honest and ethical, each
      Covered Person shall seek advice from his or her immediate supervisor or senior
      management, as appropriate.




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**III.**  **Conflicts
      Of Interest**





The
      term
“conflict of interest” refers to any circumstance that would cast doubt on a
      Covered Person’s ability to act objectively when representing our interest.
      Covered Persons should not use their position or association with us for their
      own or their family’s personal gain, and should avoid situations in which their
      personal interests (or those of their family) conflict or overlap, or appear
      to
      conflict or overlap, with our best interests.





The
      following are examples of activities that give rise to a conflict of interest.
      These examples do not in any way limit the general scope of our policy regarding
      conflicts of interest.





·
            Where
                a Covered Person’s association with (or financial interest in) another
                person or entity would reasonably be expected to interfere with the
                Covered Person's independent judgment in our best interest, that
                association or financial interest creates a conflict of
                interest.




·
            The
                holding of a financial interest by a Covered Person in any present
                or
                potential competitor, customer, supplier, or contractor creates a
                conflict
                of interest, except where the business or enterprise in which the
                Covered
                Person holds a financial interest is publicly owned, and the financial
                interest of the Covered Person in such public entity constitutes
                less than
                one percent (1%) of the ownership of that business or
                enterprise.




·
            The
                acceptance by a Covered Person of a membership on the board of directors,
                or serving as a consultant or advisor to any board or any management,
                of a
                business that is a present or potential competitor, customer, supplier,
                or
                contractor of us, creates a conflict of interest, unless such relationship
                is pre-approved in writing by our principal executive
                officer.




·
            Engaging
                in any transaction involving us, from which the Covered Person can
                benefit
                financially or otherwise, apart from the usual compensation received
                in
                the ordinary course of business, creates a conflict of interest.
                Such
                transactions include lending or borrowing money, guaranteeing debts,
                or
                accepting gifts, entertainment, or favors from a present or potential
                competitor, customer, supplier, or contractor of
                ours.




·
            The
                use or disclosure of any unpublished information regarding us, obtained
                by
                a Covered Person in connection with his or her employment for personal
                benefit, creates a conflict of
                interest.





It
      is our
      policy and it is expected that all Covered Persons should endeavor to avoid
      all
      situations that present an actual or apparent conflict of interest. All actual
      or apparent conflicts of interest must be handled honestly and ethically. If
      a
      Covered Person suspects that he or she may have a conflict of interest, that
      Covered Person is required to report the situation to, and to seek guidance
      from, his or her immediate supervisor or senior management, as appropriate.
      For
      purposes of this Code, directors, the principal executive officer, and the
      principal financial officer shall report any such conflict or potential conflict
      situations to the chairman of the audit committee, if one be created, and in
      the
      absence of an audit committee, to chairman of the board of directors. Officers
      (other than the principal executive officer and principal financial officer)
      and
      employees of us shall report any such situations to their immediate supervisor.
      It is the responsibility of the audit committee chairman or the chairman of
      the
      board, as applicable, to determine if a conflict of interest exists or whether
      such situation is likely to impair the Covered Persons ability to perform his
      or
      her assigned duties with us, and if such situation is determined to present
      a
      conflict, to determine the necessary resolution.





Loans
      are
      expressly prohibited from us to all directors and executive
      officers.





**IV.**  **Compliance
      With Applicable Laws, Rules And Regulations**





Full
      compliance with letter and the spirit of all applicable governmental laws,
      rules
      and regulations, and applicable rules and listing standards of any national
      securities exchange on which our securities may be listed, is one of the
      foundations on which our ethical policies are built. All of our directors and
      executive officers must understand and take responsibility for our compliance
      with the applicable governmental laws, rules and regulations of the cities,
      states and countries in which we operate, and for complying with the applicable
      rules and listing standards of any national securities exchange on which our
      securities may be listed.




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**V.**  **Rules
      To Promote Full, Fair, Accurate, Timely and Understandable
      Disclosure**





As
      a
      public company, have a responsibility to report financial information to
      security holders so that they are provided with accurate information in all
      material respects about our financial condition and results of operations.
      It is
      our policy to fully and fairly disclose our financial condition in compliance
      with applicable accounting principles, laws, rules and regulations. Further,
      it
      is our policy to promote full, fair, accurate, timely and understandable
      disclosure in all of our reports required to be filed with or submitted to
      the
      Commission, as required by applicable laws, rules and regulations then in
      effect, and in other public communications made by us.





Covered
      Persons may be called upon to provide or prepare necessary information to ensure
      that our public reports are complete, fair and understandable. We expect Covered
      Persons to take this responsibility seriously and to provide accurate
      information related to our public disclosure requirements.





All
      books
      and records of ours shall fully and fairly reflect all of our transactions
      in
      accordance with accounting principles generally accepted in the United States
      of
      America, and any other financial reporting or accounting regulations to which
      we
      are subject. No entries to our books and records shall be made or omitted to
      intentionally conceal or disguise the true nature of any transaction. Covered
      Persons shall maintain all our books and records in accordance with our
      established disclosure controls and procedures and internal controls for
      financial reporting, as such controls may be amended from time to
      time.





All
      Covered Persons must report any questionable accounting or auditing matters
      that
      may come to their attention. This applies to all operating reports or records
      prepared for internal or external purposes, such as sales or backlog
      information. If any Covered Person has concerns or complaints regarding
      questionable accounting or auditing matters of ours, Covered Person shall report
      such matters to his or her immediate supervisor. If the immediate supervisor
      is
      involved in the questionable accounting or auditing matter, or does not timely
      resolve the Covered Person’s concern, the Covered Person should submit their
      concerns to the principal executive officer or the principal financial officer.
      If the principal executive officer and the principal financial officer are
      involved in the questionable accounting or auditing matter, or do not timely
      resolve the Covered Person's concerns, the Covered person should submit his
      or
      her concern directly to the audit committee, if one be established, or to the
      board of directors in the absence of a designated audit committee. The reporting
      of any such matters may be done on a confidential basis, at the election of
      the
      Covered Person making the report.





**VI.**  **Corporate
      Opportunities**





Directors
      and employees are prohibited from taking for themselves opportunities that
      are
      discovered through the use of our property, information or position, or using
      our property, information or position for personal gain. Directors and employees
      have a duty to us advance its legitimate interest when the opportunity to do
      so
      arises.





**VII.**  **Confidentiality**





Directors
      and employees must maintain the confidentiality of non-public, proprietary
      information regarding us, our customers or its suppliers, and shall use that
      information only to further the business interests of us, except where
      disclosure or other use is authorized by us or legally mandated. This includes
      information disseminated to employees in an effort to keep them informed or
      in
      connection with their work activities, but with the instruction, confidential
      labeling, or reasonable expectation that the information be kept
      confidential.





**VIII.**  **Trading
      on Inside Information**





Inside
      information includes any non-public information, whether favorable or
      unfavorable, that investors generally consider important in making investment
      decisions. Examples including financial results not yet released, imminent
      regulatory approval/disapproval of an alliance or other significant matter
      such
      as the purchase or sale of a business unit or significant assets, threatened
      litigation, or other significant facts about a business. No information obtained
      as the result of employment at, or a director’s service on the Board of, we may
      be used for personal profit or as the basis for a “tip” to others, unless such
      information is first made generally available to the public.





**IX.**  **Protection
      and Proper Use of Our Assets**





Directors
      and employees should protect our assets and ensure their efficient use. Theft,
      carelessness and waste have an adverse impact on us and its profitability.
      Our
      assets may only be used for legitimate business purposes.




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**X.**  **Intellectual
      Property**





We
      expend
      a great deal of time, effort and money to protect our intellectual property.
      We
      are sensitive to issues regarding the improper use of our intellectual property
      and avoiding the improper use of intellectual property of others, including
      but
      not limited to copyrights, trademarks, trade secrets and patents. In fulfillment
      of our legal obligations with respect to intellectual property rights, we adhere
      to copyright laws, including the application of those laws to copyrighted work
      in print, video, music, computer software or other electronic formats. Employees
      must not make any unauthorized reproduction of any copyrighted
      work.





**XI.**  **Reporting
      Violations of the Code**





Any
      Covered Person who becomes aware of any violation of this Code must promptly
      bring the violation to the attention of the appropriate party as follows:
      directors, our principal executive officer and the principal financial officer
      shall report on a confidential basis any violations to the chairman of the
      audit
      committee, if one be created, and in the absence of an audit committee, to
      our
      chairman of the board of directors; Our executive officers and employees shall
      report any violations to our principal executive officer or principal financial
      officer..





**XII.**  **Compliance
      with the Code**





All
      issues of non-compliance with this Code will be reviewed and evaluated according
      to the circumstances and severity of the problem. Senior management will take
      such actions as it deems appropriate, which can include disciplinary action
      up
      to and including termination of employment, legal action, and other
      measures.





**XIII.**  **Waiver
      of the Code**





Any
      waiver of this Code may be made only by the independent directors on the board
      of directors, or by an authorized committee of the board of directors comprised
      solely of independent directors, and will be disclosed as required by law,
      Commission regulations, or the rules and listing standards of any national
      securities exchange on which our securities may be listed.




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