EXHIBIT
A





American
Energy Production, Inc.





Code of
Business Conduct and Ethics





The
success of American Energy Production, Inc. (the “Company”) is highly
dependent on its ability to work in the community.  The Board of
Directors of the Company has adopted the following Code of Business Conduct and
Ethics to protect the reputation and effectiveness of the Company, and to
promote compliance with applicable laws and regulations.




The
Company believes that a strong ethical foundation will lead to long term
benefits for all shareholders, employees and service providers of the
Company.  The Company understands that employee behavior is a direct
representation of the entire team.  More often than not, a Code of
Business Conduct and Ethics provides a company with a culture by which to live
and operate.  As is the case in most companies, ethics are derived
from the leadership of the organization.  The Company is proud to be
led by managers, members, and executives who ensure that these moral standards
are their highest priority.  The core principles the Company expects
of every individual employed are as follows:




o  Truth/Honesty  -  True
and honest behavior shall be the paramount focus of our
organization.  Truth is vital in carrying out our
business.  Honesty is critical in our work place, providing the
underpinning of an ethical standard for the prevention of questionable
activity.




o  Loyalty  -  Loyalty
to the Company and its shareholders, and to the success of the Company and its
shareholders, is the underlying foundation of the Company.  Loyalty to
our peers and our professional relationships is a requirement of this
organization.  This also requires employees to refrain from allowing
personal interests to conflict with interests of the Company.




o  Integrity  -
Integrity is defined as encompassing the personal inner sense of wholeness
deriving from honesty and consistent uprightness of
character.  Integrity is vital for upholding the moral fiber of the
Company in the eyes of its employees, shareholders, the public, and regulatory
agencies.  Integrity in business dealings, social interactions and
daily life activities will be our unspoken code of honor.




o  Respect  -  Respect
is to be inherent in relations with all other individuals, and is a courteous
expression of esteem or regard for people’s feelings and
needs.  Respect for ourselves, our fellow employees, our shareholders
and business associates, and for their expectations, will be earned, honored,
and displayed.





Individuals and Situations
Subject




All
directors, officers and employees of the Company are required to follow the
principles contained in this Code.  The Code may not specifically
cover all situations which may arise, and your judgment in following the
principles contained herein is an important aspect of the Code.  These
principles should be a part of everyday activity and decision
making.  The Company’s Code is an integral component to our business
philosophy, allowing the Company to maintain its credibility in the business
community by providing standards for inter and intra office
activity.  This Code is in addition to other policies and practices of
the Company.




Each
person is accountable for their compliance with this Code.  Violations
of this Code may result in disciplinary action against the
violator.


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Questions, Contacts, and
Reporting




If you
have questions, concerns, suggestions or complaints, you should share them with
someone who can address them properly.  In most cases, an employee’s
supervisor is in the best position to address an area of
concern.  However, if you are not comfortable speaking with your
supervisor or you are not satisfied with your supervisor’s response, you are
encouraged to speak with anyone in Company management whom you are comfortable
in approaching.




Any
violations of this Code must be reported to the Company’s Board of Directors, in
accordance with the procedures outlined in the Company’s compliance reporting
policy (Whistleblower Policy).





Compliance with Laws and
Regulations




Intrinsic
in this Code is the understanding that you will comply with all laws, rules,
regulations, and other requirements as set forth by local, State and Federal
governments, and, if applicable, international law.




In no
case will a you offer, promise or give money, gifts, loans, rewards, favors or
anything of value to any governmental official, employee, agent or other person
which is prohibited by law.





Financial
Reporting






It is the
Company’s policy to provide full, fair, accurate, timely and understandable
disclosure in its financial and regulatory reporting and in its disclosures to
the public.  Employees are to ensure that all transactions are
executed in accordance with management authority and that all transactions are
recorded in sufficient detail to permit preparation of appropriate financial
statements and disclosure.  All terms and conditions of significant
transactions are to be in writing, and no oral agreements or amendments will be
made.  No false or misleading entries will be made on the Company’s
books or records for any reason.  No payment or reimbursement of
expenses shall be made without adequate supporting documentation or
invoices.




Any
director or officer of the Company, or any person acting under their direction,
is prohibited from taking any action to intentionally mislead or manipulate any
independent public or certified accountant engaged in the performance of an
audit of the financial statements of the Company for the purpose of rendering
those financial statements materially misleading.





Conflicts of
Interest




You are
prohibited from using your position with the Company, or any of its customers,
for private gain, to advance personal interests or to obtain favors or benefits
for yourselves, members of your family or any other individuals, corporations or
business entities.  You will not, without written consent from your
supervisor, engage in any activity that competes with the interests of the
Company, or that could harm the business or reputation of the
Company.


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You shall
conduct your personal affairs such that your duties and responsibilities to the
Company are not jeopardized and/or legal questions do not arise with respect to
your association or work with the Company.





Confidentiality




You will
respect the confidentiality of information, from both internal and external
sources, and will disclose such information to third parties only when
authorized or legally obligated to do so.  In no case will
confidential information be used for your personal gain of any direct relations
of yours.





Insider
Trading




You are
required to comply with the Company’s Insider Trading and Disclosure
Policy.  If you have access to material, non-public information
concerning the Company, you are not permitted to use or share that information
for stock trading purposes.  Insider trading, which is the use of
material, nonpublic information for personal financial benefit, or to allow
others to make an investment decision on the basis of this information, is
unethical and illegal, and may subject you to criminal and civil
liability.





ACKNOWLEDGMENT
AND CERTIFICATION





The
undersigned hereby acknowledges and certifies that the undersigned:





(a)                 has
read and understands American Energy Production, Inc’s Code of Business Conduct
and Ethics (the “Code of Ethics”);





(b)                 understands
that the Chief Financial Officer is available to answer any questions the
undersigned has regarding the Code of Ethics; and





(c)                 will
continue to comply with the Code of Ethics for as long as the undersigned is
subject thereto.





Signature:                                                                                Date:





_________________________                                                                                           _________________________





Print
Name:





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