Exhibit 14.1

                             EMPIRE GLOBAL CORP.
                             (the "Corporation")

                      CODE OF BUSINESS CONDUCT AND ETHICS
                          (WITH WHISTLEBLOWER POLICY)


Purpose

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, employee and consultant 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. Through this Code, we endorse the following principles:

    - 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 the
    Company's shareholder reports and in other public communications and
    filings of the Company;

    - compliance with applicable governmental laws, rules and regulations; and

    - accountability by all of our directors, officers and employees for
    adherence to this Code.

This Code outlines the broad principles of legal and ethical business conduct
embraced by our Company. It is a not a complete list of legal or ethical
questions a director, officer or employee might face in the course of business,
and therefore this Code must be applied using common sense and good judgment.
Compliance with the spirit as well as the letter of this Code is very important
to us.


Administration

The Company's Board of Directors 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 and Chief Financial 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. Those who violate this Code will be subject to
disciplinary action.


Compliance with laws, rules and regulations

Obeying the law, both in letter and in spirit, is the foundation on which the
Company's ethical standards are built. All directors, officers, employees and
consultants must respect and obey the laws and governmental rules and
regulations of the countries, provinces, states, cities and local communities in



which we operate. Although we do not expect that all directors, officers and
employees will know and understand the details of all of these applicable laws
and regulations, we do expect that everyone will know enough to determine when
to seek advice from supervisors, managers or other appropriate personnel.

The Company is engaged in a variety of business relationships with other
companies, individuals, organizations and levels of government in many
countries. In all interactions, the Company employees, officers, directors and
consultants are required to act ethically, honestly and with integrity and to
comply with all laws, rules and regulations governing their activities. In
dealings with others, Company employees, officers, directors and consultants
must avoid even the perception that favorable treatment is sought in exchange
for furnishing or receiving business courtesies. Business courtesies (gifts and
entertainment) are designed to build understanding and goodwill in business
relationships and may play an important role in some cultures; however, Company
personnel are always required to exercise good judgment in extending business
courtesies and never accept or pay bribes, favors or "kickbacks" for the purpose
of securing business transactions. All payments must be necessary and lawful in
the host country as well as Canada and the United States.


Conflicts of interest; corporate opportunities

The Company requires that its directors, officers, employees and consultants, as
well as its other agents and representatives, avoid any activity which creates
or gives the appearance of a conflict of interest between their personal
interests and the Company's interests. A conflict of interest generally exists
when a person has a direct or indirect personal interest in a transaction or
situation that affects or appears to affect his or her judgment and/or divides
his or her loyalties between two or more competing interests. A conflict can
arise when someone takes action or has an interest that makes it difficult to
perform his or her duties on behalf of the Company, objectively and effectively.
The Company recognizes that "outside" directors may sit on other boards,
including boards of lottery and gaming companies, and are involved in other
businesses that may include or be related to the lottery and gaming industry.
Those outside directors should ensure that they disclose any conflicts as
required under corporate law and not take for themselves (or other companies
with whom they have a relationship) opportunities that are discovered through
the use of the Company's property, information or position. No director that is
not an outside director and no officer or employee shall:

    (a) be a consultant to, or a director, officer or employee of, or otherwise
    operate an outside business that markets products or services in
    competition with the Company's current or potential products and services;

    (b) have any financial interest, including shares ownership, in any such
    outside business that might create or give the appearance of a conflict of
    interest;

    (c) 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;

    (d) 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;





    (e) accept any personal loan or guarantee of obligations from the Company,
    except to the extent such arrangements are legally permissible;

    (f) 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

    (g) taking for themselves opportunities that are discovered through the use
    of the Company's property, information or position.

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 Chairman of the Company's Audit
Committee and employees and consultants who are not directors or officers shall
notify the Chief Financial Officer of the existence of any actual or potential
conflict of interest.


Insider trading

Directors, officers and employees are expected to fully comply with securities
laws of the United States of America with respect to the disclosure of
"material" corporate information and with respect to "insider" trading in the
Company's securities. These laws provide for substantial civil and criminal
penalties for individuals who fail to comply. Information that reasonably can be
expected to affect the market value of a company's shares or to influence an
investor's decisions regarding securities transactions is considered "material."
Such information may include financial and key business data; merger,
acquisition or divestiture discussions; award or cancellation of a major
contract; forecasts of future results; significant litigation; and/or gain or
loss of a significant customer or supplier.

Insiders are prohibited from transacting in the Company's shares with knowledge
of material information that has not been disclosed to the public. For purposes
of these restrictions, an "insider" includes not only directors, officers,
employees and consultants of the Company, but also anyone else with non-public
material information about the Company. You may be deemed to have violated these
laws even if you innocently pass on non-public information about the Company to
a friend or family member who then acts on such information and buys or sells
the Company's shares. To avoid inadvertent disclosure of non-public material
information, directors, officers, employees and consultants should not discuss
such information with or in the presence of any unauthorized persons, including
family members and friends.


Confidentiality; protection and proper use of the company's Assets

Directors, officers, employees and consultants 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. Confidential
information also includes information that our customers and suppliers have
entrusted to us. 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.

The obligation to preserve confidential information continues even after your
employment or other relationship with the Company ends.

This Code is not intended to modify any separate confidentiality agreement to
which a director, officer, employee or consultant may be subject.

Proper use of all of the Company's property, information resources (including
internet, email, and intranet) and communications systems is the responsibility
of all employees. Our physical assets are intended for conducting company
business. All electronic and telephonic communication products, intranet and
internet servers or any other systems owned, licensed or operated by the Company
are considered the Company's business records, and therefore, Company property
and should be used in accordance with Company corporate policy.

The information, ideas, concepts and know-how described, documented or contained
in the Company's electronic communications systems and related databases are the
intellectual property of the Company. The copying or use of the Company's
intellectual property for personal use or benefit during or after employment
with the Company is prohibited.

Proprietary information including intellectual property, and company private or
confidential information is extremely valuable and must not be disclosed to
anyone without proper authorization.


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, including
governmental agencies. To this end, directors, officers and employees shall not:

    (a) make false or misleading statements to customers, suppliers or other
    third parties;

    (b) make false or misleading statements about competitors;

    (c) solicit or accept from any person that does business with the Company,
    or offer to extend to any such person:

        i.  cash of any amount; or

        ii. 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;

    (d) solicit or accept any fee, commission or other compensation for
    referring customers to third-party vendors; or




	(e) 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.


Discrimination and harassment

The Company is committed to providing equal employment opportunity in employment
and will not tolerate any illegal discrimination or harassment. Improper
conduct, such as derogatory comments based on racial or ethnic characteristics
or religious preferences and unwanted sexual advances, will not be tolerated.


Health and safety

The Company strives to provide each of its employees with a safe and healthy
workplace. Each employee has responsibility for maintaining a safe and healthy
workplace for other employees by following health and safety rules and practices
instituted by the Company and by reporting accidents, injuries and unsafe
equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to
work in condition to perform their duties, free from the influence of illegal
drugs or alcohol. The use of illegal drugs or alcohol in the workplace will not
be tolerated.


Record keeping

The Company requires honest and accurate recording and reporting of information
in order to make responsible business decisions. All of the Company's books,
records, accounts and financial statements must be maintained in reasonable
detail and must conform both to applicable legal requirements and to the
Company's system of internal controls. Business records and communications often
become public, and we should avoid exaggeration, derogatory remarks and other
inappropriate statements about people and other companies. This applies to
e-mail, internal memos and formal reports. Records should always be retained or
destroyed in accordance with the Company's record retention policies. No person
shall knowingly alter, destroy or make a false entry in any record with the
intent to obstruct a government investigation or bankruptcy case. Directors,
officers, employees or consultants may report any concerns regarding
questionable accounting and auditing matters confidentially and anonymously to
the Chief Financial Officer or any member of the Audit Committee.


Accurate and timely periodic reports

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:

    (a) comply with generally accepted accounting principles at all times;

    (b) maintain a system of internal accounting controls that will provide
    reasonable assurances to management that all transactions are properly
    recorded;

    (c) maintain books and records that accurately and fairly reflect the
    Company's transactions;




    (d) prohibit the establishment of any undisclosed or unrecorded funds
    or assets;

    (e) 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
    shareholder reports are being prepared; and

    (f) present information in a clear and orderly manner and avoid the use of
    legal and financial jargon in the Company's periodic reports.


Political contributions

No Company assets, including employees' work time, use of the Company's
facilities or equipment or direct monetary payment, may be contributed to any
political candidate, party, political action committee or ballot measure without
the permission of the Company's Board of Directors. This does not preclude
individuals from participating in any political activities of their choice on an
individual basis, with their own money and on their own time.


Reporting and effect of violations

General Policy

Directors officers and employees are encouraged to report any conduct which they
believe in good faith to be violation or apparent violation of this Code. If you
believe a violation has occurred, please contact the Company's legal counsel.

The Company will not allow any retaliation against a director, officer, employee
or consultant who acts in good faith in reporting any such violation.


Complaint Procedure

Notification of Complaint

Company personnel who observe, learn of or, in good faith, suspect a violation
of the Code must promptly report the violation or discuss issues and concerns of
the type covered by this Code with his or her immediate manager, who in turn is
responsible for informing the legal counsel of any violations or concerns
raised. If an employee prefers not to report the matter to his or her own
manager, the employee may instead report the matter directly to the Chief
Financial Officer.

Company personnel who have concerns such as accounting discrepancies, fraud,
accounting misrepresentations, auditing matters, accounting omissions, ethics
violations or any other financially related concerns should report the matter
directly to the Chief Financial Officer at the above address or to the Chair of
the Audit Committee.

Whenever practical, the complaint should be made in writing. It is unacceptable
to submit a complaint knowing it is false.

Investigation

Reports of violations will be investigated under the supervision of the Chair of
the Audit Committee in consultation with external counsel, if applicable or




desired. Company personnel are expected to cooperate in the investigation of
reported violations.

Confidentiality

Except as may be required by law or the requirements of the resulting
investigation, the Chief Financial Officer and others conducting the
investigation shall not disclose the identity of anyone who reports a suspected
violation if anonymity is requested.

Protection Against Retaliation

Retaliation in any form against an individual who reports an alleged violation
of this Code, even if the report is mistaken, may itself be a violation of law
and is a serious violation of this Code. Any alleged act of retaliation must be
reported immediately. If determined to have in fact occurred, any act of
retaliation may result in appropriate disciplinary action, which may include
termination of employment. A copy of the Company's Whistleblower Protection
Policy is attached hereto as Schedule "A" and incorporated herein by reference.


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 or consultants who are not directors or
executive officers by the Company's Chief Executive Officer provided that
written notice of any such waiver is delivered forthwith to the Board of
Directors. Any waiver of this Code granted to a director or executive officer
will be publicly disclosed as required by the securities exchange on which the
Company's securities are listed for trading.
































                                SCHEDULE "A"

                      Whistleblower Protection Policy

Statement of Policy


Officers, directors, employees, contractors, subcontractors, and agents of the
Company are prohibited from taking any adverse or harmful action, threatening,
harassing, discharging, demoting, suspending or otherwise discriminating against
any employee of the Company for any lawful act done by the employee in:

    (a) providing information to, or otherwise assisting in an investigation,
    inquiry or otherwise conducted by a:

        a. regulatory or law enforcement agency;

        b. person with supervisory authority over the employee; or

        c. person authorized by the Company to investigate, discover, or
        terminate misconduct, in each case when the information or investigation
        concerns conduct that the employee reasonably believes constitutes a
        violation of:

            (ii) any rule or regulation of any securities regulatory authority;
            or

            (iii) any provision of provincial, federal, state or foreign law
            relating to fraud against Company shareholders; or

            (iv) any provincial, federal, state or foreign criminal law
            provision prohibiting fraud by any means; or

            (v) the Company's Code of Conduct; or

            (vi) any Company policy as they may be amended from time to time; or

    (b) filing, testifying, or participating in any legal proceeding relating to
    an alleged violation of the laws described above; or

    (c) providing to a law enforcement officer any truthful information relating
    to the commission or possible commission of a provincial, federal, state or
    foreign offence.


Compliance Procedure

The Company strongly encourages the prompt reporting of any violations of this
Policy. Any employee who observes, learns of or, in good faith, suspects a
violation of this Policy is strongly encouraged to promptly report the violation
to his or her immediate manager, who in turn is responsible for informing the
Chief Financial Officer of any violations or concerns raised. If an employee
prefers not to report the matter to his or her own manager, the employee may
instead report the matter directly to the Chief Financial Officer

Reports of violations or alleged violations of this Policy will be treated
confidentially, to the extent possible, and investigated thoroughly. To the
extent that a violation of this Policy is found, the Company will take
appropriate remedial action, if possible.




The Company will not retaliate against an employee for bringing to the Company's
attention a good-faith report of a possible violation of this Policy.


Consequences of Policy Violations

Any officer, director, employee, consultant, contractor, subcontractor, or agent
of the Company who is found to have violated this Policy will be subject to
disciplinary action, which may include termination of employment or association.
Violations of this Policy by a contractor, subcontractor, or agent will be
reported to the management of that entity for possible disciplinary action.
Persons who engage in conduct that violates this Policy may also be subject to
civil liability and criminal penalties.


Amendments to this Policy

The Board of Directors may amend this Policy from time to time as necessary or
appropriate.

Adopted:

Affirmation of the Code

I [Name] confirm that, my dealings or transactions on behalf of the Company:

    1.  will be characterized by honesty and integrity and I have no actual or
        apparent conflicts of interest between my professional relationships;

    2.  will comply with all applicable laws, rules and regulations;

    3.  will not involve any unethical dealings, unbooked fees, special favors,
        benefits or contributions to any private party, government or government
        agency;

    4.  will not involve any lawful arrangements with competitors; and

    5.  will be recorded and properly described on the Company's books.

I [Name] acknowledge my accountability for adherence to this Code. I
also acknowledge that my compliance, with this Code is a condition of my
employment and that if I fail to comply with this Code or applicable laws, rules
or regulations, I may be subject to disciplinary measures, termination of
employment for just cause, and legal proceedings. The Company will disclose any
changes in this Code as it concerns my activities in its disclosure documents
and shall post a facsimile of this document and any waiver that it may have
provided me, on the Company's website.


_____________________________
Date
_____________________________
Signature
_____________________________
Witness

Approved by the Board of Directors