Exhibit 14

                         PLATINUM ENERGY RESOURCES, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

      This Code of Business Conduct and Ethics (this "Code") sets forth legal
and ethical standards of conduct for directors, officers and employees of
Platinum Energy Resources, Inc. (the "Company"). This Code is intended to deter
wrongdoing and to promote the conduct of all Company business in accordance with
high standards of integrity and in compliance with all applicable laws and
regulations. This Code applies to the Company and all of its subsidiaries and
other business entities controlled by it worldwide.

      This Code is designed to deter wrongdoing and to promote (i) honest and
ethical conduct, including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships; (ii) full, fair,
accurate, timely and understandable disclosure in reports and documents that the
Company files with, or submits to, the Securities and Exchange Commission and in
other public communications made by the Company; (iii) compliance with
applicable governmental laws, rules and regulations; (iv) the prompt internal
reporting of violations of this Code to appropriate persons identified in this
Code; and (v) accountability for adherence to this Code.

      If you have any questions regarding this Code or its application to you in
any situation, you should contact your supervisor or the Company's Chief
Compliance Officer.

Compliance with Laws, Rules and Regulations

      The Company requires that all employees, officers and directors comply
with all laws, rules and regulations applicable to the Company wherever it does
business. You are expected to use good judgment and common sense in seeking to
comply with all applicable laws, rules and regulations and to ask for advice
when you are uncertain about how they may be applicable.

      If you become aware of the violation of any law, rule or regulation by the
Company, whether by its officers, employees, directors, or any third party doing
business on behalf of the Company, it is your responsibility to report promptly
the matter to your supervisor or the Company's Chief Compliance Officer. While
it is the Company's desire to address matters internally, nothing in this Code
should discourage you from reporting any illegal activity, including any
violation of the securities laws, antitrust laws, environmental laws or any
other federal, state or foreign law, rule or regulation, to the appropriate
regulatory authority. Employees, officers and directors shall not discharge,
demote, suspend, threaten, harass or in any other manner discriminate or
retaliate against an employee because he or she reports in good faith any such
violation, unless it is determined that the report was made with knowledge that
it was false. This Code should not be construed to prohibit you from testifying,
participating or otherwise assisting in any local, state or federal
administrative, judicial or legislative proceeding or investigation.



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Conflicts of Interest

      Employees, officers and directors must act in the best interests of the
Company. You must refrain from engaging in any activity or having a personal
interest that presents a "conflict of interest." A conflict of interest occurs
when your personal interest interferes, or appears to interfere, with the
interests of the Company. A conflict of interest can arise whenever you, as an
officer, director or employee, take action or have an interest that prevents you
from performing your Company duties and responsibilities honestly, objectively
and effectively.

      For example:

      o     No employee, officer or director shall perform services as a
            consultant, employee, officer, director, advisor or in any other
            capacity for, or have a financial interest in, a competitor of the
            Company, other than immaterial services performed by Employees who
            are not Directors, Officers or in management or administrative
            positions, or services performed at the request of the Company, and
            other than a financial interest representing less than one percent
            (1%) of the outstanding shares of a publicly-held company; and

      o     No employee, officer or director shall use his or her position with
            the Company to influence a transaction with a supplier or customer
            in which such person has any personal interest, other than a
            financial interest representing less than one percent (1%) of the
            outstanding shares of a publicly-held company.

      It is your responsibility to disclose any material transaction or
relationship that reasonably could be expected to give rise to a conflict of
interest to the Chief Compliance Officer or, if you are an executive officer or
director, to the Board of Directors, who, in either case shall be responsible
for determining whether such transaction or relationship constitutes a conflict
of interest.

      Directors. Directors must not:

      o     Perform services as a consultant, employee, officer, director,
            advisor or in any other capacity, or permit any close relative to
            perform services as an officer or director, for a direct competitor
            of the Company;

      o     Have, or permit any close relative to have, a financial interest in
            a direct competitor of the Company, other than an investment
            representing less than one percent (1%) of the outstanding shares of
            a publicly-held company;

      o     Use his or her position with the Company to influence any decision
            of the Company relating to a contract or transaction with a supplier
            or customer of the Company if the director or a close relative of
            the director:

            o     Performs services as a consultant, employee, officer,
                  director, advisor or in any other capacity for such supplier
                  or customer; or



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            o     Has a financial interest in such supplier or customer, other
                  than an investment representing less than one percent (1%) of
                  the outstanding shares of a publicly-held company;

      o     Supervise, review or influence the job evaluation or compensation of
            a member of his or her immediate family; or

      o     Engage in any other activity or have any other interest that the
            Board of Directors of the Company determines to constitute a
            conflict of interest.

      A "close relative" means a spouse, dependent child or any other person
living in the same home with the employee, officer or director. "Immediate
family" means a close relative and a parent, sibling, child, mother- or
father-in-law, son- or daughter-in-law or brother- or sister-in-law. A
"significant customer" is a customer that has made during the Company's last
full fiscal year, or proposes to make during the Company's current fiscal year,
payments to the Company for property or services in excess of one percent (1%)
of (i) the Company's consolidated gross revenues for its last full fiscal year
or (ii) the customer's consolidated gross revenues for its last full fiscal
year. A "significant supplier" is a supplier to which the Company has made
during the Company's last full fiscal year, or proposes to make during the
Company's current fiscal year, payments for property or services in excess of
one percent (1%) of (i) the Company's consolidated gross revenues for its last
full fiscal year or (ii) the customer's consolidated gross revenues for its last
full fiscal year.

      It is your responsibility to disclose any material transaction or
relationship that reasonably could be expected to give rise to a conflict of
interest to the Chief Compliance Officer or, if you are an executive officer or
director, to the Board of Directors, who shall be responsible for determining
whether such transaction or relationship constitutes a conflict of interest.

Insider Trading

      Employees, officers and directors who have material non-public information
about the Company or other companies, including our suppliers and customers, as
a result of their relationship with the Company are prohibited by law and
Company policy from trading in securities of the Company or such other
companies, as well as from communicating such information to others who might
trade on the basis of that information. To help ensure that you do not engage in
prohibited insider trading and avoid even the appearance of an improper
transaction, the Company has adopted an Insider Trading Policy, which is
available and may be obtained by contacting the Chief Compliance Officer.

      If you are uncertain about the constraints on your purchase or sale of any
Company securities or the securities of any other company that you are familiar
with by virtue of your relationship with the Company, you should consult with
the Company's Chief Compliance Officer before making any such purchase or sale.



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Confidentiality

      Employees, officers and directors must maintain the confidentiality of
confidential information entrusted to them by the Company or other companies,
including our suppliers and customers, except when disclosure is authorized by a
supervisor or is legally mandated. Unauthorized disclosure of any confidential
information is prohibited. Additionally, employees should take appropriate
precautions to ensure that confidential or sensitive business information,
whether it is proprietary to the Company or another company, is not communicated
within the Company except to employees who have a need to know such information
to perform their responsibilities for the Company.

      Third parties may ask you for information concerning the Company.
Employees, officers and directors (other than the Company's authorized
spokespersons) must not discuss internal Company matters with, or disseminate
internal Company information to, anyone outside the Company, except as required
in the performance of their Company duties and after an appropriate
confidentiality agreement is in place. This prohibition applies particularly to
inquiries concerning the Company from the media, market professionals (such as
securities analysts, institutional investors, investment advisers, brokers and
dealers) and security holders. All responses to inquiries on behalf of the
Company must be made only by the Company's authorized spokespersons. If you
receive any inquiries of this nature, you must decline to comment and refer the
inquirer to your supervisor or one of the Company's authorized spokespersons.

      You also must abide by any lawful obligations that you have to your former
employer. These obligations may include restrictions on the use and disclosure
of confidential information, restrictions on the solicitation of former
colleagues to work at the Company and non-competition obligations.

Honest and Ethical Conduct and Fair Dealing

      Employees, officers and directors should endeavor to deal honestly,
ethically and fairly with the Company's suppliers, customers, competitors and
employees. Statements regarding the Company's products and services must not be
untrue, misleading, deceptive or fraudulent. You must not take unfair advantage
of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair-dealing practice.

Protection and Proper Use of Corporate Assets

      Employees, officers and directors should seek to protect the Company's
assets. Theft, carelessness and waste have a direct impact on the Company's
financial performance. Employees, officers and directors must use the Company's
assets and services solely for legitimate business purposes of the Company and
not for any personal benefit or the personal benefit of anyone else.

      Employees, officers and directors must advance the Company's legitimate
interests when the opportunity to do so arises. You must not take for yourself
personal opportunities that are discovered through your position with the
Company or the use of property or information of the Company.



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Gifts and Gratuities

      The use of Company funds or assets for gifts, gratuities or other favors
to employees or government officials is prohibited, except to the extent such
gifts are in compliance with applicable law, nominal in amount and not given in
consideration or expectation of any action by the recipient.

      Employees, officers and directors must not accept, or permit any member of
his or her immediate family to accept, any gifts, gratuities or other favors
from any customer, supplier or other person doing or seeking to do business with
the Company, other than items of nominal value. Any gifts that are not of
nominal value should be returned immediately and reported to your supervisor. If
immediate return is not practical, they should be given to the Company for
charitable disposition or such other disposition as the Company believes
appropriate in its sole discretion.

      Common sense and moderation should prevail in business entertainment
engaged in on behalf of the Company. Employees, officers and directors should
provide, or accept, business entertainment to or from anyone doing business with
the Company only if the entertainment is infrequent, modest and intended to
serve legitimate business goals.

      Bribes and kickbacks are criminal acts and are strictly prohibited by law.
You must not offer, give, solicit or receive any form of bribe or kickback
anywhere in the world.

Accuracy of Books and Records and Public Reports

      Employees, officers and directors must honestly and accurately report all
business transactions. You are responsible for the accuracy of your records and
reports. Accurate information is essential to the Company's ability to meet
legal and regulatory obligations.

      All Company books, records and accounts shall be maintained in accordance
with all applicable regulations and standards and accurately reflect the true
nature of the transactions they record. The financial statements of the Company
shall conform to generally accepted accounting rules and the Company's
accounting policies. No undisclosed or unrecorded account or fund shall be
established for any purpose. No false or misleading entries shall be made in the
Company's books or records for any reason, and no disbursement of corporate
funds or other corporate property shall be made without adequate supporting
documentation.

      It is the policy of the Company to provide full, fair, accurate, timely
and understandable disclosure in reports and documents filed with, or submitted
to, the Securities and Exchange Commission and in other public communications.

Concerns Regarding Accounting or Auditing Matters

      Employees with concerns regarding questionable accounting or auditing
matters or complaints regarding accounting, internal accounting controls or
auditing matters may confidentially, and anonymously if they wish, submit such
concerns or complaints in writing and forwarded in a sealed envelope to the
Chairman of the Audit Committee, in care of the company's Chief Compliance
Officer, in an envelope clearly labeled with a legend such as "Submitted
pursuant to the whistleblower policy, to be opened by the Audit Committee only."
If the employee would like to discuss any matter in connection with his or her
good faith concern with the Audit Committee, the employee should indicate this
desire within the submission and include his or her name, address and telephone
number so that the Audit Committee can contact the employee if it deems it to be
appropriate. Any such envelope received by the Chief Compliance Officer shall be
forwarded promptly and unopened to the Chairman of the Audit Committee.
Employees also may discuss or report such concerns on a non-confidential,
non-anonymous basis by contacting the Company's Chief Compliance Officer. All
such concerns and complaints will be forwarded to the Audit Committee of the
Board of Directors. A record of all complaints and concerns received will be
prepared and retained by the Audit Committee.



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      The Audit Committee will evaluate the merits of any concerns or complaints
received by it and authorize such follow-up actions, if any, as it deems
necessary or appropriate to address the substance of the concern or complaint.

      The Company will not discipline, discriminate against or retaliate against
any employee who reports a complaint or concern, unless it is determined that
the report was made with knowledge that it was false.

Waivers of this Code of Business Conduct and Ethics

      While some of the policies contained in this Code must be strictly adhered
to and no exceptions can be allowed, in other cases exceptions may be possible.
Any employee or officer who believes that an exception to any of these policies
is appropriate in his or her case should first contact his or her immediate
supervisor. If the supervisor agrees that an exception is appropriate, the
approval of the Company's Chief Executive Officer must be obtained. The
Company's Chief Executive Officer shall be responsible for maintaining a
complete record of all requests for exceptions to any of these policies and the
disposition of such requests.

      Any executive officer or director who seeks an exception to any of these
policies should first contact the Company's Chief Executive Officer. If the
Chief Executive Officer agrees that an exception is appropriate, the approval of
the Board of Directors of the Company must be obtained. Any waiver of this Code
for executive officers or directors or any change to this Code that applies to
executive officers or directors may be made only by the Board of Directors of
the Company and will be disclosed in a Current Report on Form 8-K within four
(4) business days and as otherwise required by law or stock exchange regulation.

Reporting and Compliance Procedures

      Every employee, officer and director has the responsibility to ask
questions, seek guidance, report suspected violations and express concerns
regarding compliance with this Code. Any employee, officer or director who knows
or believes that any other employee or representative of the Company has engaged
or is engaging in Company-related conduct that violates applicable law or this
Code should report such information to his or her supervisor or to the Chief
Compliance Officer, as described below. You may report such conduct openly or
anonymously without fear of retaliation. The Company will not discipline,
discriminate against or retaliate against any employee who reports such conduct,
unless it is determined that the report was made with knowledge that it was
false, or who cooperates in any investigation or inquiry regarding such conduct.
Any supervisor who receives a report of a violation of this Code must
immediately inform the Chief Compliance Officer.



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      You may report violations of this Code, on a confidential or anonymous
basis, by contacting the Company's Chief Compliance Officer by mail at: [Company
address]. While we prefer that you identify yourself when reporting violations
so that we may follow up with you, as necessary, for additional information, you
may report anonymously if you wish.

      If the Chief Compliance Officer receives information regarding an alleged
violation of this Code, he or she shall, as appropriate, (a) evaluate such
information, (b) if the alleged violation involves an executive officer or a
director, inform the Chief Executive Officer and Board of Directors of the
alleged violation, (c) determine whether it is necessary to conduct an informal
inquiry or a formal investigation and, if so, initiate such inquiry or
investigation and (d) report the results of any such inquiry or investigation,
together with a recommendation as to disposition of the matter, to the Chief
Executive Officer for action, or if the alleged violation involves an executive
officer or a director, report the results of any such inquiry or investigation
to the Board of Directors or a committee thereof. Employees, officers and
directors are expected to cooperate fully with any inquiry or investigation by
the Company regarding an alleged violation of this Code. Failure to cooperate
with any such inquiry or investigation may result in disciplinary action, up to
and including discharge.

      The Company shall determine whether violations of this Code have occurred
and, if so, shall determine the disciplinary measures to be taken against any
employee who has violated this Code. In the event that the alleged violation
involves an executive officer or a director, the Chief Executive Officer and the
Board of Directors, respectively, shall determine whether a violation of this
Code has occurred and, if so, shall determine the disciplinary measures to be
taken against such executive officer or director.

      Failure to comply with the standards outlined in this Code will result in
disciplinary action including, but not limited to, reprimands, warnings,
probation or suspension without pay, demotions, reductions in salary, discharge
and restitution. Certain violations of this Code may require the Company to
refer the matter to the appropriate governmental or regulatory authorities for
investigation or prosecution. Moreover, any supervisor who directs or approves
of any conduct in violation of this Code, or who has knowledge of such conduct
and does not immediately report it, also will be subject to disciplinary action,
up to and including discharge.

Dissemination and Amendment

      This Code shall be distributed to each existing employee, officer and
director of the Company and to each new employee, officer and director of the
Company upon commencement of his or her employment or other relationship with
the Company and shall also be distributed annually to each officer and director
of the Company, and each officer and director shall annually certify that he or
she has received, read and understood the Code and has complied with its terms.

      The Company reserves the right to amend, alter or terminate this Code at
any time for any reason.

      This document is not an employment contract between the Company and any of
its employees, officers or directors and does not alter the Company's at-will
employment policy.


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                                  Certification


I, ______________________________ do hereby certify that:
        (Print Name Above)

      1.    I have received and carefully read the Code of Business Conduct and
            Ethics of Platinum Energy Resources, Inc..

      2.    I understand the Code of Business Conduct and Ethics.

      3.    I have complied and will continue to comply with the terms of the
            Code of Business Conduct and Ethics.



Date:  __________________________           __________________________________
                                                       (Signature)



EACH EMPLOYEE, OFFICER AND DIRECTOR IS REQUIRED TO SIGN, DATE AND RETURN THIS
CERTIFICATION TO THE EMPLOYEE RELATIONS DEPARTMENT