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EXHIBIT 14.1

                         CODE OF ETHICS AND CONDUCT FOR
                        DIRECTORS, OFFICERS AND EMPLOYEES
                    OF FINANCIAL TELECOM LIMITED (USA), INC.

It is the policy of Financial Telecom Limited (USA), Inc., a Nevada corporation
(the "Company"), that the directors, officers and employees of the Company and
of each of its subsidiaries (collectively, the "Company") adhere to the
following principles governing their professional and ethical conduct in the
fulfillment of their respective responsibilities:

1.   Each director, officer and employee shall act with honesty and integrity
     and in an ethical manner. Each director, officer and employee shall
     endeavor to deal fairly with the Company's customers, suppliers,
     competitors and employees.

2.   Each director, officer and employee shall avoid conflicts of interest
     between his or her personal, private interests and the interests of the
     Company and seek to avoid the appearance of such conflicts of interest. A
     conflict of interest may arise when an individual takes actions or has
     interests that make it difficult to perform his or her Company work
     objectively and effectively, or when an individual uses his or her position
     at the Company for improper personal benefit. Actual and potential
     conflicts of interest must be promptly called to the attention of the Chief
     Executive Officer or Chief Financial Officer of the Company. Any
     transactions or relationships of a director or executive officer
     potentially involving any such conflict of interest shall be prohibited
     except with the prior written consent of the Audit Committee of the
     Company's Board of Directors. Any such conflicts of interest or potential
     conflicts of interest shall be resolved in an ethical manner with due
     consideration being given to the legitimate interests of the Company.

3.   Each director, officer and employee shall perform his or her
     responsibilities and duties in such a manner as to ensure that periodic
     reports required to be filed with the Securities and Exchange Commission
     and other public communications made by the Company, including press
     releases and spoken statements, contain information that is full, fair,
     accurate, timely and understandable.

4.   Each director, officer and employee shall comply with the laws of all U.S.
     and non-U.S. governmental entities applicable to the Company, and the rules
     and regulations of agencies having jurisdiction over the Company,
     including, but not limited to, the laws pertaining to insider trading of
     Company securities.

5.   Each director, officer and employee shall act in good faith, responsibly,
     with due care and diligence, without misrepresenting or omitting material
     facts or allowing his or her independent judgment to be compromised.

6.   Each director, officer and employee shall respect the confidentiality of
     information acquired in the course of the performance of his or her
     responsibilities, except when authorized by persons with appropriate
     authority or legally obligated to disclose such information. No director,
     officer or employee shall use confidential information acquired in the
     course of the performance of his or her responsibilities for improper
     personal advantage. The prohibitions of this paragraph are intended to be
     in addition to, and not in limitation of, any other obligations of
     confidentiality a director, officer or employee owes to the Company.

7.   Each director, officer and employee shall proactively attempt to promote
     ethical behavior among his or her subordinates and peers.

8.   Each director, officer and employee shall use Company assets and resources
     employed by or entrusted to him or her in a responsible manner for
     legitimate business purposes and not for improper personal advantage.

9.   No director, officer or employee shall exploit corporate opportunities or
     compete with the Company.

Any violation or potential violation of this code by a director or executive
officer should be promptly reported to the Chief Executive Officer or Chief
Financial Officer of the Company, who will report all such reported violations
and potential violations to the Audit Committee of the Board of Directors of the
Company. Any such violation or potential violation also may be reported directly
to the Audit Committee or any member thereof, or to any executive officer within

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the Company that the person reporting deems to be appropriate. There will be no
reprisals for reporting an actual or possible violation of this code provided
the reporting person is not a party to or responsible for (alone or with others)
the violation. With respect to directors and executive officers, the Audit
Committee shall have the power and authority to monitor compliance with this
code, investigate potential or alleged violations of the code, make
determinations (including acting on requests for waivers from the provisions
hereof) and make recommendations to appropriate executive officers or to the
Board of Directors with respect to penalties and consequences for violations of
this code. The appropriate executive officers of the Company and, in the case of
violations or alleged violations by executive officers of the Company, the Board
of Directors of the Company are authorized to take appropriate disciplinary
action, including dismissal of the offender (after opportunity to be heard). If,
in the determination of the Board of Directors with the assistance of counsel,
any violation amounts to, or potentially amounts to, illegal activity, the
Company may report the violation to appropriate authorities.

Any violation or potential violation of this code by an employee, other than a
director or executive officer, should be promptly reported to the Chief
Executive Officer or Chief Financial Officer of the Company or to any executive
officer within the Company that the person reporting deems to be appropriate.
Employees who violate this code may be subject to disciplinary action (after
opportunity to be heard). It is also important to understand that violation of
certain of the policies set forth in this code may subject the individual
employee to civil liability and damages, regulatory sanction and/or criminal
prosecution. There will be no reprisals for reporting an actual or possible
violation of this code provided the reporting person is not a party to or
responsible for (alone or with others) the violation.

Each director and executive officer of the Company shall be required, on an
annual basis, to acknowledge and certify as to his or her compliance with this
code to the Audit Committee.

Any waivers of this code for directors and executive officers of the Company
must be approved by the Board of Directors of the Company and must be promptly
disclosed (including the reasons for the waiver) in the Company's public filings
in accordance with law and SEC and Nasdaq rules. In addition, substantive
amendments to this code must be promptly disclosed in the Company's public
filings in accordance with law and SEC rules.