Exhibit 14.1

AURELIO RESOURCE
CORPORATION(the Corporation)

CODE OF ETHICS AND BUSINESS
CONDUCTFOR DIRECTORS, SENIOR OFFICERS AND
EMPLOYEES OF THE CORPORATION(the
Code)

This Code applies to the Chief Executive Officer,
President, Chief Financial Officer, Principal Executive Officer, Principal
Financial Officer, Principal Accounting Officer, Controller and persons
performing similar functions (collectively, the Senior Officers) along with
all directors and employees within the Corporation (the Senior Officers,
directors and employees are hereinafter collectively referred to as the
Employees). This Code covers a wide range of business practices and
procedures. It does not cover every issue that may arise, but it sets out basic
principles to guide all Employees of the Corporation. All Employees should
conduct themselves accordingly and seek to avoid the appearance of improper
behaviour in any way relating to the Corporation.

Any Employee who has any questions about the Code
should consult with the Chief Executive Officer, the Corporations board of
directors (the Board) or the Corporations audit committee (the Audit
Committee).

The Corporation has adopted the Code for the
purpose of promoting:

|· | honest and ethical conduct, including
      the ethical handling of actual or apparent conflicts of interest between
      personal and professional relationships;                                                                                                                                                                         
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| 
|· | full, fair, accurate, timely and
      understandable disclosure in all reports and documents that the
      Corporation files with, or submits to, the Securities and Exchange
      Commission (SEC) and in other public communications made by the
      Corporation that are within the Senior Officers area of
      responsibility;
| 
|· | compliance with applicable governmental
      laws, rules and regulations;                                                                                                                                                                                                                                                                  
| 
|· | the prompt internal reporting of
      violations of the Code; and                                                                                                                                                                                                                                                                          
| 
|· | accountability for adherence to the
      Code.                                                                                                                                                                                                                                                                                             
| 

HONEST AND ETHICAL CONDUCT

Each Senior Officer and member of the Board owes
a duty to the Corporation to act with integrity. Integrity requires, among other
things, being honest and candid. Employees must adhere to a high standard of
business ethics and are expected to make decisions and take actions based on the
best interests of the Corporation, as a whole, and not based on personal
relationships or benefits. Generally, a conflict of interest occurs when an
Employees personal interests is, or appears to be, inconsistent with,
interferes with or is opposed to the best interests of the Corporation or gives
the appearance of impropriety.

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Business decisions and actions must be made in
the best interests of the Corporation and should not be influenced by personal
considerations or relationships. Relationships with the Corporations
stakeholders - for example suppliers, competitors and customers - should not in
any way affect an Employees responsibility and accountability to the
Corporation. Conflicts of interest can arise when an Employee or a member of his
or her family receive improper gifts, entertainment or benefits as a result of
his or her position in the Corporation.

Specifically, each Employee must:

|1.  | act with integrity, including being
      honest and candid while still maintaining the confidentiality of
      information when required or consistent with the Corporations
      policies;                                                         
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|   
|2.  | avoid violations of the Code, including
      actual or apparent conflicts of interest with the Corporation in personal
      and professional relationships;                                                                                           
|   
|3.  | disclose to the Board or the Audit
      Committee any material transaction or relationship that could reasonably
      be expected to give rise to a breach of the Code, including actual or
      apparent conflicts of interest with the Corporation;
|   
|4.  | obtain approval from the Board or Audit
      Committee before making any decisions or taking any action that could
      reasonably be expected to involve a conflict of interest or the appearance
      of a conflict of interest;                   
|   
|5.  | observe both the form and spirit of laws
      and governmental rules and regulations, accounting standards and
      Corporation policies;                                                                                                             
|   
|6.  | maintain a high standard of accuracy and
      completeness in the Corporations financial records;                                                                                                                                                     
|   
|7.  | ensure full, fair, timely, accurate and
      understandable disclosure in the Corporations periodic reports;                                                                                                                                          
|   
|8.  | report any violations of the Code to the
      Board or Audit Committee;                                                                                                                                                                                
|   
|9.  | proactively promote ethical behaviour
      among peers in his or her work environment; and                                                                                                                                                             
|   
|10. | maintain the skills appropriate and
      necessary for the performance of his or her duties.                                                                                                                                                           

DISCLOSURE OF CORPORATION
INFORMATION

As a result of the Corporations status as a
public company, it is required to file periodic and other reports with the SEC.
The Corporation takes its public disclosure responsibility seriously to ensure
that these reports furnish the marketplace with full, fair, accurate, timely and
understandable disclosure regarding the financial and business condition of the
Corporation. All disclosures contained in reports and documents filed with or
submitted to the SEC, or other

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government agencies, on behalf of the Corporation
or contained in other public communications made by the Corporation must be
complete and correct in all material respects and understandable to the intended
recipient.

The Senior Officers, in relation to his or her
area of responsibility, must be committed to providing timely, consistent and
accurate information, in compliance with all legal and regulatory requirements.
It is imperative that this disclosure be accomplished consistently during both
good times and bad and that all parties in the marketplace have equal or similar
access to this information.

All of the Corporations books, records, accounts
and financial statements must be maintained in reasonable detail, must
appropriately reflect the Corporations transactions, and must conform both to
applicable legal requirements and to the Corporations system of internal
controls. Unrecorded or off the book funds, assets or liabilities should not
be maintained unless permitted by applicable law or regulation. Senior Officers
involved in the preparation of the Corporations financial statements must
prepare those statements in accordance with generally accepted accounting
principles, consistently applied, and any other applicable accounting standards
and rules so that the financial statements materially, fairly and completely
reflect the business transactions and financial statements and related condition
of the Corporation. Further, it is important that financial statements and
related disclosures be free of material errors.

Specifically, each Senior Officer
must:

|1. | familiarize himself or herself with the
      disclosure requirements generally applicable to the Corporation;                                                                                                                                                  
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|2. | not knowingly misrepresent, or cause
      others to misrepresent, facts about the Corporation to others, including
      the Corporations independent auditors, governmental regulators,
      self-regulating organizations and other governmental officials;
|  
|3. | to the extent that he or she
      participates in the creation of the Corporations books and records,
      promote the accuracy, fairness and timeliness of those records; and                                                                               
|  
|4. | in relation to his or her area of
      responsibility, properly review and critically analyse proposed disclosure
      for accuracy and completeness.                                                                                                         

CONFIDENTIAL INFORMATION

Employees must maintain the confidentiality of
confidential information entrusted to them by the Corporation of its customers,
suppliers, joint venture partners, or others with whom the Corporation is
considering a business or other transaction except when disclosure is authorized
by an executive officer or required or mandated by laws or regulations.
Confidential information includes all non-public information that might be
useful or helpful to competitors or harmful to the Corporation or its customers
or suppliers, if disclosed. It also includes information that suppliers,
customers and other parties have entrusted to the Corporation. The obligation to
preserve confidential information continues even after employment
ends.

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Records containing personal data about employees or private information about customers and their employees are confidential. They are to be carefully safeguarded, kept current, relevant and accurate. They should be disclosed only
to authorized personnel or as required by law.

All inquiries regarding the Corporation from non-employees, such as financial analysts and journalists, should be directed to the Board or the Audit Committee. The Corporations policy is to cooperate with every reasonable
request of government investigators for information. At the same time, the Corporation is entitled to all the safeguards provided by law for the benefit of persons under investigation or accused of wrongdoing, including legal representation.  If a
representative of any government or government agency seeks an interview or requests access to data or documents for the purposes of an investigation, the Employee should refer the representative to the Board or the Audit Committee.  Employees also
should preserve all materials, including documents and e-mails that might relate to any pending or reasonably possible investigation.

COMPLIANCE WITH LAWS

The Employees must respect must obey all applicable foreign, federal, state and local laws, rules and regulations applicable to the business and operations of the Corporation.

Employees who have access to, or knowledge of, material nonpublic information from or about the Corporation are prohibited from buying, selling or otherwise trading in the Corporations stock or other securities.
Material nonpublic information includes any information, positive or negative, that has not yet been made available or disclosed to the public and that might be of significance to an investor, as part of the total mix of information, in
deciding whether to buy or sell stock or other securities.

Employees also are prohibited from giving tips on material nonpublic information, that is directly or indirectly disclosing such information to any other person, including family members, other relatives and friends,
so that they may trade in the Corporations stock or other securities.

Furthermore, if, during the course of an Employees service with the Corporation, he or she acquires material nonpublic information about another company, such as one of our customers or suppliers, or you learn that the
Corporation is planning a major transaction with another company (such as an acquisition), the Employee is restricted from trading in the securities of the other company.

REPORTING ACTUAL AND POTENTIAL VIOLATIONS OF THE CODE AND ACCOUNTABILITY FOR COMPLIANCE WITH THE CODE

The Corporation, through the Board or the Audit Committee, is responsible for applying this Code to specific situations in which questions may arise and has the authority to interpret this Code in any particular situation. This
Code is not intended to provide a comprehensive guideline for Senior Officers in relation to their business activities with the Corporation. Any Employee may seek clarification on the application of this Code from the Board or the Audit
Committee.

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Each Employee must:

|1. | notify the Corporation of any existing
      or potential violation of this Code, and failure to do so is itself a
      breach of the Code; and                                                                                                        
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|2. | not retaliate, directly or indirectly,
      or encourage others to do so, against any Employee for reports, made in
      good faith, of any misconduct or violations of the Code solely because
      that Employee raised a legitimate ethical issue.

The Board or the Audit Committee will take all
action it considers appropriate to investigate any breach of the Code reported
to it. All Employees are required to cooperate fully with any such
investigations and to provide truthful and accurate information. If the Board or
the Audit Committee determines that a breach has occurred, it will take or
authorize disciplinary or preventative action as it deems appropriate, after
consultation with the Corporations counsel if warranted, up to and including
termination of employment. Where appropriate, the Corporation will not limit
itself to disciplinary action but may pursue legal action against the offending
Employee involved. In some cases, the Corporation may have a legal or ethical
obligation to call violations to the attention of appropriate enforcement
authorities.

Compliance with the Code may be monitored by
audits performed by the Board, Audit Committee, the Corporations counsel and/or
by the Corporations outside auditors. All Employees are required to cooperate
fully with any such audits and to provide truthful and accurate
information.

Any waiver of this Code for any Employee may be
made only by the Board or the Audit Committee and will be promptly disclosed to
stockholders and others, as required by applicable law. The Corporation must
disclose changes to and waivers of the Code in accordance with applicable
law.

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