EXHIBIT 11.1

                              KONGZHONG CORPORATION
                       CODE OF BUSINESS CONDUCT AND ETHICS

      The Board of Directors of KongZhong Corporation (with its subsidiaries,
the "Company") has adopted this code of ethics (this "Code") to:

   -  promote honest and ethical conduct, including fair dealing and the ethical
      handling of conflicts of interest;

   -  promote full, fair, accurate, timely and understandable disclosure;

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

   -  ensure the protection of the Company's legitimate business interests,
      including corporate opportunities, assets and confidential information;
      and

   -  deter wrongdoing.

      All directors, officers and employees of the Company are expected to be
familiar with the Code and to adhere to those principles and procedures set
forth in the Code which apply to them.

      For purposes of this Code, the "Code of Ethics Contact Person" will be
different for various employees. The Code of Ethics Contact Person for employees
other then the executive officers of the Company is Nick Yang and the Code of
Ethics Contact Person for executive officers of the Company is Yongqiang Qian.
Both Nick Yang and Yongqiang Qian have address at 8/F, Tower A, Yuetan Building,
No. 2 Yuetan North Street, Beijing, China 100045.

      From time to time, the Company may waive some provisions of this Code. Any
waiver of the Code for executive officers or directors of the Company may be
made only by the Board of Directors and must be disclosed as required by SEC or
Nasdaq rules. Any waiver for other employees may be made only by the Company's
Chief Executive Officer or President.

I.    HONEST AND CANDID CONDUCT

      Each director, officer and employee owes a duty to the Company to act with
integrity. Integrity requires, among other things, being honest and candid.
Deceit and subordination of principle are inconsistent with integrity.

      Each director, officer and employee must:

   -  Act with integrity, including being honest and candid while still
      maintaining the confidentiality of information where required or
      consistent with the Company's policies.

   -  Observe both the form and spirit of laws and governmental rules and
      regulations, accounting standards and Company policies.

   -  Adhere to a high standard of business ethics.



II.   CONFLICTS OF INTEREST

      A "conflict of interest" occurs when an individual's private interest
interferes or appears to interfere with the interests of the Company. A conflict
of interest can arise when a director, officer or employee takes actions or has
interests that may make it difficult to perform his or her Company work
objectively and effectively. For example, a conflict of interest would arise if
a director, officer or employee, or a member or his or her family, receives
improper personal benefits as a result of his or her position in the Company.
Any material transaction or relationship that could reasonably be expected to
give rise to a conflict of interest should be discussed with the Code of Ethics
Contact Person.

      Service to the Company should never be subordinated to personal gain and
advantage. Conflicts of interest should, wherever possible, be avoided.

      In particular, clear conflict of interest situations involving directors,
executive officers and other employees who occupy supervisory positions or who
have discretionary authority in dealing with any third party specified below may
include the following:

   -  any significant ownership interest in any supplier or customer;

   -  any consulting or employment relationship with any customer, supplier or
      competitor;

   -  any outside business activity that detracts from an individual's ability
      to devote appropriate time and attention to his or her responsibilities
      with the Company;

   -  the receipt of non-nominal gifts or excessive entertainment from any
      company with which the Company has current or prospective business
      dealings;

   -  being in the position of supervising, reviewing or having any influence on
      the job evaluation, pay or benefit of any immediate family member; and

   -  selling anything to the Company or buying anything from the Company,
      except on the same terms and conditions as comparable directors, officers
      or employees are permitted to so purchase or sell.

      Such situations, if material, should always be discussed with the Code of
Ethics Contact Person.

      Anything that would present a conflict for a director, officer or employee
would likely also present a conflict if it is related to a member of his or her
family.

III.  DISCLOSURE

      Each director, officer or employee involved in the Company's disclosure
process, including the Chief Executive Officer, the Chief Financial Officer and
the Controller (the "Senior Financial Officers"), is required to be familiar
with and comply with the Company's disclosure controls and procedures and
internal control over financial reporting, to the extent relevant to his or her
area of responsibility, so that the Company's

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public reports and documents filed with the SEC comply in all material respects
with the applicable federal securities laws and SEC rules. In addition, each
such person having direct or supervisory authority regarding these SEC filings
or the Company's other public communications concerning its general business,
results, financial condition and prospects should, to the extent appropriate
within his or her area of responsibility, consult with other Company officers
and employees and take other appropriate steps regarding these disclosures with
the goal of making full, fair, accurate, timely and understandable disclosure.

      Each director, officer or employee who is involved in the Company's
disclosure process, including without limitation the Senior Financial Officers,
must:

   -  Familiarize himself or herself with the disclosure requirements applicable
      to the Company as well as the business and financial operations of the
      Company.

   -  Not knowingly misrepresent, or cause others to misrepresent, facts about
      the Company to others, whether within or outside the Company, including to
      the Company's independent auditors, governmental regulators and
      self-regulatory organizations.

   -  Properly review and critically analyze proposed disclosure for accuracy
      and completeness (or, where appropriate, delegate this task to others).

IV.   COMPLIANCE

      It is the Company's policy to comply with all applicable laws, rules and
regulations. It is the personal responsibility of each employee, officer and
director to adhere to the standards and restrictions imposed by those laws,
rules and regulations.

      It is against company policy and in many circumstances illegal for a
director, officer or employee to profit from undisclosed information relating to
the Company or any other company. Any director, officer or employee may not
purchase or sell any of the Company's securities while in possession of material
nonpublic information relating to the Company. Also, any director, officer or
employee may not purchase or sell securities of any other company while in
possession of any material nonpublic information relating to that company.

      Any director, officer or employee who is uncertain about the legal rules
involving a purchase or sale of any Company securities or any securities in
companies that he or she is familiar with by virtue of his or her work for the
Company, should consult with the Company's securities law counsel before making
any such purchase or sale.

V.    REPORTING AND ACCOUNTABILITY

      The Audit Committee is responsible for applying this Code to specific
situations in which questions are presented to it and has the authority to
interpret this Code in any particular situation. Any director, officer or
employee who becomes aware of any existing or potential violation of this Code
is required to notify the Code of Ethics Contact Person promptly. Failure to do
so is itself a violation of this Code.

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      Any questions relating to how this Code should be interpreted or applied
should be addressed to the Code of Ethics Contact Person. A director, officer or
employee who is unsure of whether a situation violates this Code should discuss
the situation with the Code of Ethics Contact Person to prevent possible
misunderstandings and embarrassment at a later date.

      Each director, officer or employee must:

   -  Notify the Code of Ethics Contact Person promptly of any existing or
      potential violation of this Code.

   -  Not retaliate against any other director, officer or employee for reports
      of potential violations that are made in good faith.

      The Audit Committee shall take all action they consider appropriate to
investigate any violations reported to them. If a violation has occurred, the
Company will take such disciplinary or preventive action as it deems
appropriate, after consultation with the Audit Committee, in the case of a
director or executive officer.

      Upon being notified that a violation has occurred, the Board of Directors
will take such disciplinary or preventive action as it deems appropriate, up to
and including dismissal or, in the event of criminal or other serious violations
of law, notification of appropriate governmental authorities.

VI.   CORPORATE OPPORTUNITIES

      Employees, officers and directors owe a duty to the Company to advance the
Company's business interests when the opportunity to do so arises. Employees,
officers and directors are prohibited from taking (or directing to a third
party) a business opportunity that is discovered through the use of corporate
property, information or position, unless the Company has already been offered
the opportunity and turned it down. More generally, employees, officers and
directors are prohibited from using corporate property, information or position
for personal gain and from competing with the Company.

      Sometimes the line between personal and Company benefits is difficult to
draw, and sometimes there are both personal and Company benefits in certain
activities. Employees, officers and directors who intend to make use of Company
property or services in a manner not solely for the benefit of the Company
should consult beforehand with the Code of Ethics Contact Person.

VII.  CONFIDENTIALITY

      In carrying out the Company's business, employees, officers and directors
often learn confidential or proprietary information about the Company, its
customers, suppliers, or joint venture parties. Employees, officers and
directors must maintain the confidentiality of all information so entrusted to
them, except when disclosure is authorized or legally mandated. Confidential or
proprietary information of our Company,

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and of other companies, includes any non-public information that would be
harmful to the relevant company or useful or helpful to competitors if
disclosed.

VIII. FAIR DEALING

      We have a history of succeeding through honest business competition. We do
not seek competitive advantages through illegal or unethical business practices.
Each employee, officer and director should endeavor to deal fairly with the
Company's customers, service providers, suppliers, competitors and employees. No
employee, officer or director should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any unfair dealing practice.

IX.   PROTECTION AND PROPER USE OF COMPANY ASSETS

      All employees, officers and directors should protect the Company's assets
and ensure their efficient use. All Company assets should be used only for
legitimate business purposes.

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