Exhibit 14.1

MAGIC LANTERN GROUP INC.

CODE OF BUSINESS CONDUCT AND ETHICS

I.

This Code of Business Conduct and Ethics (this "Code") provides a
    general statement of the Company's expectations regarding the ethical
    standards that each director, officer and employee should adhere to while
    acting on behalf of the Company. Each director, officer and employee is
    expected to read and become familiar with the ethical standards described in
    this Code and may be required, from time to time, to affirm his or her
    agreement to adhere to such standards by signing the Compliance Certificate
    that appears at the end of this Code.

II.               
Administration

The Company's Audit Committee is responsible for setting the standards of
    business conduct contained in this Code and updating these standards as it
    deems appropriate to reflect changes in the legal and regulatory framework
    applicable to the Company, the business practices within the Company's
    industry, the Company's own business practices, and the prevailing ethical
    standards of the communities in which the Company operates. While the
    Company's Chief Executive Officer will oversee the procedures designed to
    implement this Code to ensure that they are operating effectively, it is the
    individual responsibility of each director, officer and employee of the
    Company to comply with this Code.

III.             
Compliance with Laws, Rules and Regulations

The Company will comply with all laws and governmental regulations that
    are applicable to the Company's activities, and experts that all directors,
    officers and employees acting on behalf of the Company will obey the law.
    Specifically, the Company is committed to:

| | • | maintaining a safe and healthy work environment;                                                                                                                                         
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| | • | promoting a workplace that is free from discrimination or
    harassment based on race, color, religion, sex or other factors that are
    unrelated to the Company's business interests;
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| | • | supporting fair competition and laws prohibiting
    restraints of trade and other unfair trade practices;                                                                               
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| | • | conducting its activities in full compliance with all
    applicable environmental laws;                                                                                                 
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| | • | keeping the political activities of the Company's
    directors, officers and employees separate from the Company's business.                                                            
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| | • | prohibiting any illegal payments to any government
    officials or political party representatives of any country; and
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| | • | complying with all applicable state and federal securities
    laws.                                                   

Directors, officers and employees are prohibited from illegally trading
    the Company's securities while in possession of material, nonpublic
    information about the Company.

IV.              Conflicts of Interest; Corporate Opportunities

Directors, officers and employees should not be involved in any activity
    which creates or gives the appearance of a conflict of interest between
    their personal interests and the Company's interests. In particular, no
    director, officer or employee shall:

| | • | be consultant to, or a director, officer or employee of, or
        otherwise operate an outside business:                                                                                                                                                                                 
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| | • | have any financial interest, including stock ownership, in any such
        outside business that might create or give the appearance of a conflict
        of interest;                                                                                                                   
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| | • | seek or accept any personal loan or services from any such outside
        business, except from financial institutions or service providers
        offering similar loans or services to third parties under similar terms
        in the ordinary course of their respective businesses;
| |   |                                                                                                                                                                                                                                                                                            
| | • | be a consultant to, or a director, officer or employee of, or
        otherwise operate an outside business if the demands of the outside
        business would interfere with the director's, officer's or employee's
        responsibilities with the Company;                         
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| | • | accept any personal loan or guarantee of obligations from the
        Company, except to the extent such arrangements are legally permissible;                                                                                                                                             
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| | • | conduct business on behalf of the Company with immediate family
        members, which include spouses, children, parents, siblings and persons
        sharing the same home whether or not legal relatives; or                                                                           
| |   |                                                                                                                                                                                                                                                                                            
| | • | use the Company's property, information or position for personal
        gain.                                                                                                                                                                                                             

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The appearance of a conflict of interest may exist if an immediate family
    member of a director, officer or employee of the Company is a consultant to,
    or a director, officer or employee of, or has a significant financial
    interest in, a competitor, supplier or customer of the Company, or otherwise
    does business with the Company.

Directors and officers shall notify the Company's outside counsel and
    employees who are not directors or officers shall notify their immediate
    supervisor of the existence of any actual or potential conflict of interest.

V.                Confidentiality; Protection and Proper Use of the Company's
    Assets

Directors, officers and employees shall maintain the confidentiality of
    all information entrusted to them by the Company or its suppliers, customers
    or other business partners, except when disclosure is authorized by the
    Company or legally required.

Confidential information includes (1) information marked "Confidential,"
    "Private," "For Internal Use Only," or similar legends, (2) technical or
    scientific information relating to current and future products, services or
    research, (3) business or marketing plans or projections, (4) earnings and
    other internal financial data, (5) personnel information, (6) supply and
    customer lists and (7) other non-public information that, if disclosed,
    might be of use to the Company's competitors, or harmful to the Company or
    its suppliers, customers or other business partners.

To avoid inadvertent disclosure of confidential information, directors,
    officers and employees shall not discuss confidential information with or in
    the presence of any unauthorized persons, including family members and
    friends.

Directors, officers and employees are personally responsible for
    protecting those Company assets that are entrusted to them and for helping
    to protect the Company's assets in general.

Directors, officers and employees shall use the Company's assets for the
    Company's legitimate business purposes only.

VI.               Fair Dealing

The Company is committed to promoting the values of honesty, integrity
    and fairness in the conduct of its business and sustaining a work
    environment that fosters mutual respect, openness and individual integrity.
    Directors, officers and employees are expected to deal honestly and fairly
    with the Company's customers, suppliers, competitors and other third
    parties. To this end, directors, officers and employees shall not:

| | • | make false or misleading statements to customers, suppliers or
        other third parties;                          
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| | • | make false or misleading statements about competitors;                                                               
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| | • | solicit or accept from any person that does business with the
        Company, or offer to extend to any such person,

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| |   |                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                            
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| |   |                                                                                                                                                                                                                      | cash of any amount; or                                                                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                      | gifts, gratuities, meals or entertainment that could influence
            or reasonably give the appearance in influencing the Company's
            business relationship with that person or go beyond common
            courtesies usually associated with accepted business practice;
| |   |                                                                                                                                                                                                                      
| | • | solicit or accept any fee, commission or other compensation for
        referring customers to third-party vendors; or                                                                                               
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| |  | otherwise take unfair advantage of
    the Company's customers or suppliers, or other third parties, through
    manipulation, concealment, abuse of privileged information or any other
    unfair-dealing practice.

VII.

The Company is committed to providing investors with full, fair,
    accurate, timely and understandable disclosure in the periodic reports that
    it is required to file. To this end, the Company shall:

| | • | comply with generally accepted accounting principles at all times;                                                                                                                                                                                                                           
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| | • | maintain a system of internal accounting controls that will provide
        reasonable assurances to management that all transactions are properly
        recorded;                                                                                                                         
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| | • | maintain books and records that accurately and fairly reflect the
        Company's transactions;                                                                                                                                                                                            
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| | • | prohibit the establishment of any undisclosed or unrecorded funds
        or assets;                                                                                                                                                                                                         
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| | • | maintain a system of internal controls that will provide reasonable
        assurances to management that material information about the Company is
        made known to management, particularly during the periods in which the
        Company's periodic reports are being prepared; and
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| | • | present information in a clear and orderly manner and avoid the use
        of legal and financial jargon in the Company's periodic reports.                                                                                                                                                 

VIII.

Directors and officers shall report, in person or in writing, any known
    or suspected violations of laws, governmental regulations or this Code to
    the Chairman of the Company's Audit Committee. Employees who are not
    directors or officers shall report such violations to their immediate
    supervisor. The Company will not allow any retaliation against a director,
    officer or employee who acts in good faith in reporting any such violation.

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The Company's Audit Committee, with the assistance of the Company's
    outside counsel, will investigate any reported violations and will oversee
    an appropriate response, including corrective action and preventative
    measures. Directors, officers and employees that violate any laws,
    governmental regulations or this Code will face appropriate, case specific
    disciplinary action, which may include demotion or discharge.

IX.               Waivers

The provisions of this Code may be waived for directors or executive
    officers only by a resolution of the Company's independent directors. The
    provisions of this Code may be waived for employees who are not directors or
    executive officers by the Company's Chief Executive Officer. Any waiver of
    this Code granted to a director or executive officer will be publicly
    disclosed as required by the securities exchange or association on which the
    Company's securities are listed for trading. Any change in or waiver of this
    Code for senior financial officers will be publicly disclosed as required by
    the Securities Exchange Commission.

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COMPLIANCE CERTIFICATE

I have read and understand the Company's Code of Business Conduct and Ethics
(the "Code"). I will adhere in all respects to the ethical standards
described in the Code. I further confirm my understanding that any violation of
the Code will subject me to appropriate disciplinary action, which may include
demotion or discharge.

I certify to the Company that I am not in violation of the Code, unless I
have noted such violation in a signed Statement of Exceptions attached to this
Compliance Certificate.

Date:



| |                
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| | Name:          
| | Title/Position:



Check one of the following

[  ] A Statement of Exceptions is attached.

[  ] No Statement of Exceptions is attached.



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