EXHIBIT 14

BLACK GARDENIA CORP.

CODE OF ETHICS

This Code of Ethics replaces the previous Conflicts Guidelines adopted April
15, 2002, between Mr. Harry Miller and Black Gardenia Corp.

I, Harry Miller, certify that as the President, Chief Executive Officer,
Chief Financial Officer, Secretary and Treasurer of Black Gardenia Corp., I
adhere to and advocate the following principles and responsibilities governing
my professional and ethical conduct to:

1.
      
      act with honesty and
      integrity, avoiding actual or apparent conflicts of interest between
      personal and professional relationships.


2.
      
      proactively promote ethical
      behavior with all whom I come in contact with as an officer of Black
      Gardenia Corp.


3.
      
      act in good faith,
      responsibly, with due care, competence and diligence, without
      misrepresenting material facts or allowing my judgment to be subordinated
      by others.


4.
      
      provide regulators, our
      accountants, legal counsel and other internal and external parties with
      information that is accurate, complete, objective, relevant, timely and
      understandable.


5.
      
      exercise responsible use of,
      and control over, all information, assets and resources employed or
      entrusted to me as an officer of Black Gardenia Corp.


6.
      
      comply with rules and
      regulations of federal, state, and local governments, and appropriate
      private and public regulatory bodies.


7.
      
      to respect the confidentiality
      of information acquired in the course of my work, to not disclose such
      information except when authorized or otherwise legally obligated to do so
      and to not use such information for my personal advantage.


9.
      
      ensure that directions
      provided to our accountants, legal counsel and other third party providers
      are clear and our compliance expectations of ethical behavior understood.


10.
      
      proactively communicate
      compliance standards and procedures to any current or future employees.


I currently am associated with one other blank check company and may organize
other companies as blank check companies in the future and offer their
securities to the public. A conflict may exist in the event that another blank
check company that I am associated with actively seeks the acquisition of
businesses that are identical or similar to those that Black Gardenia may be
interested in pursuing. In order to deal with any potential conflicts of
interests that may develop between Black Gardenia and any other blank check
companies I am or may become associated with, I agree to the following
guidelines.

11.
      
      (a) a conflict will not be
      present as between Black Gardenia and another blank check company
      associated me if, before Black Gardenia begins seeking an acquisition or
      merger opportunities, such other blank check company:(i) enters into any understanding, arrangement or contractual
        commitment to participate in, or acquire, any business; and
        (ii) ceases its search for additional businesses identical or similar to
        those Black Gardenia may seek.
      (b) A conflict will not be present to the extent that potential
      business opportunities are appropriate for Black Gardenia but not for
      another blank check company affiliated with me (or vice versa), because of
      such factors as the difference in working capital available to us.
      (c) In the event that an opportunity is appropriate to Black Gardenia
      and another blank check company I have agreed to first offer such
      opportunity to Black Gardenia Corp.


I agree to report to Black Gardenia Corp. and all other applicable parties
including regulators of any failure on my part to adhere to this Code of
Conduct. I fully understand that violation of this code may lead to penalties to
myself personally and to Black Gardenia Corp.

/s/ Harry Miller
      ______________________________
      
      Date for reference:
      April 15, 2002Harry Miller