EXHIBIT 14.1

CODE OF ETHICS OF CHINA FOOD AND BEVERAGE COMPANY

I. Objectives

China Food and  Beverage  Company  (the  "Company")  is committed to the highest
level of ethical  behavior.  The  Company's  business  success  depends upon the
reputation  of the Company and its  directors,  officer and employees to perform
with the highest level of integrity and principled business conduct.

This Code of Ethics ("Code") applies to all directors, officers and employees of
the Company,  including the Company's  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 the  Company  files  with,  or submits  to, the  Securities  and
Exchange Commission (the "Commission"),  and in other public communications made
by the Company;

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; and

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, the Company relies 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 for the  Company.  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.

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 the Company's
interest.  Covered Persons should not use their position or association with the
Company  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 the Company's 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 the
Company's policy regarding conflicts of interest.

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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 the Company's 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 of the Company 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
the  Company,  creates a conflict  of  interest,  unless  such  relationship  is
pre-approved in writing by the principal executive officer of the Company.

Engaging in any transaction involving the Company, 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 the Company.

The use or  disclosure  of any  unpublished  information  regarding the Company,
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 the Company 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 the Company,  and if
such  situation is determined to present a conflict,  to determine the necessary
resolution.

Loans are expressly  prohibited  from the Company 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 the Company's securities may be listed, is
one of the foundations on which this Company's  ethical  policies are built. All
directors  and  executive  officers  of the  Company  must  understand  and take
responsibility  for the Company's  compliance  with the applicable  governmental
laws,  rules and  regulations  of the cities,  states and countries in which the
Company  operates,  and for  complying  with the  applicable  rules and  listing
standards of any national securities exchange on which the Company's  securities
may be listed.

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

As a public  company,  the  Company  has a  responsibility  to report  financial
information  to  security  holders  so that  they  are  provided  with  accurate
information in all material respects about the Company's financial condition and
results  of  operations.  It is the  policy of the  Company  to fully and fairly
disclose the financial  condition of the Company in compliance  with  applicable
accounting principles, laws, rules and regulations. Further, it is the Company's
policy to promote full, fair, accurate,  timely and understandable disclosure in
all Company 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 the Company.

Covered Persons may be called upon to provide or prepare  necessary  information
to  ensure  that  the  Company's   public   reports  are   complete,   fair  and
understandable.  The Company expects Covered Persons to take this responsibility
seriously and to provide  accurate  information  related to the Company's public
disclosure requirements.

All books and records of the Company shall fully and fairly  reflect all Company
transactions in accordance with accounting  principles generally accepted in the
United  States of  America,  and any other  financial  reporting  or  accounting
regulations to which the Company is subject.  No entries to the Company's  books
and records  shall be made or omitted to  intentionally  conceal or disguise the
true nature of any transaction. Covered Persons shall maintain all Company books
and records in accordance with the Company's 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 the Company, 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  Company  property,  information  or
position, or using Company property,  information or position for personal gain.
Directors  and  employees  have a duty to the Company to 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 the Company, its customers or its suppliers,
and shall use that  information  only to further the  business  interests of the
Company,  except where  disclosure  or other use is authorized by the Company 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.
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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, the
Company  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 Company Assets

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

X. Intellectual Property

The  Company  expends 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, the Company adheres 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, the Company's 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 the chairman of the board of directors of the Company;  Executive
officers  and  employees  of the  Company  shall  report any  violations  to the
Company's principal executive officer or principal financial officer.

XII. Compliance with the Code

All  issues of  noncompliance  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 the Company's securities may be listed.


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