EXHIBIT
14.1

# THE FLOORING ZONE, INC.

# CODE OF ETHICS

The
Flooring Zone, Inc., (The Flooring Zone) will conduct its business honestly
and ethically wherever we operate in the world. We will constantly improve the quality of
our services, products and operations and will create a reputation for honesty, fairness,
respect, responsibility, integrity, trust and sound business judgment. No illegal or
unethical conduct on the part of officers, directors, employees or affiliates is in the
companys best interest. The Flooring Zone will not compromise its principles for
short-term advantage. The ethical performance of this company is the sum of the ethics of
the men and women who work here. Thus, we are all expected to adhere to high standards of
personal integrity.

Officers,
directors, and employees of the company must never permit their personal interests to
conflict, or appear to conflict, with the interests of the company, its clients or
affiliates. Officers, directors and employees must be particularly careful to avoid
representing The Flooring Zone in any transaction with others with whom there is any
outside business affiliation or relationship. Officers, directors, and employees shall
avoid using their company contacts to advance their private business or personal interests
at the expense of the company, its clients or affiliates.

No
bribes, kickbacks or other similar remuneration or consideration shall be given to any
person or organization in order to attract or influence business activity. Officers,
directors and employees shall avoid gifts, gratuities, fees, bonuses or excessive
entertainment, in order to attract or influence business activity.

Officers,
directors and employees of The Flooring Zone will often come into contact with, or have
possession of, proprietary, confidential or business-sensitive information and must take
appropriate steps to assure that such information is strictly safeguarded. This
information  whether it is on behalf of our company or any of our clients, suppliers
or affiliates  could include strategic business plans, operating results, marketing
strategies, customer lists, personnel records, upcoming acquisitions and divestitures, new
investments, and manufacturing costs, processes and methods. Proprietary, confidential and
sensitive business information about this company, other companies, individuals and
entities should be treated with sensitivity and discretion and only be disseminated on a
need-to-know basis.

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Misuse
of material inside information in connection with trading in the companys securities
can expose an individual to civil liability and penalties. Directors, officers, and
employees in possession of material information not available to the public are
insiders. Spouses, friends, suppliers, brokers, and others outside the company
who may have acquired the information directly or indirectly from a director, officer or
employee are also insiders. The Securities Exchange Act of 1934 (the
Act) prohibits insiders from trading in, or recommending the sale or purchase
of, the companys securities, while such inside information is regarded as
material, or if it is important enough to influence you or any other person in
the purchase or sale of securities of any company with which we do business, which could
be affected by the inside information.

The
following guidelines should be followed in dealing with inside information:

| | [  ] | Until the company has publicly released the material information, an employee must not
disclose it to anyone except those within the company whose positions require use of the
information.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | [  ] | Employees must not buy or sell the companys securities when they have knowledge of
material information concerning the company until it has been disclosed to the public and
the public has had sufficient time to absorb the information.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | [  ] | Employees shall not buy or sell securities of another corporation, the value of which is
likely to be affected by an action by the company of which the employee is aware and which
has not been publicly disclosed.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Officers,
directors and employees will seek to report all information accurately and honestly, and
as otherwise required by applicable reporting requirements.

Officers,
directors and employees will refrain from gathering competitor intelligence by
illegitimate means and refrain from acting on knowledge, which has been gathered in such a
manner. The officers, directors and employees of The Flooring Zone will seek to avoid
exaggerating or disparaging comparisons of the services and competence of their
competitors.

Officers,
directors and employees will obey all Equal Employment Opportunity laws and act with
respect and responsibility towards others in all of their dealings.

Officers,
directors and employees will remain personally balanced so that their personal life will
not interfere with their ability to deliver quality products or services to the company
and its clients.

Officers,
directors and employees agree to disclose unethical, dishonest, fraudulent and illegal
behavior, or the violation of company policies and procedures, directly to management.

Violation
of this Code of Ethics can result in discipline, including possible termination. The
degree of discipline relates in part to whether there was a voluntary disclosure of any
ethical violation and whether or not the violator cooperated in any subsequent
investigation.