Exhibit 14.1  CODE
OF ETHICS  BROOKMOUNT EXPLORATIONS INC.  SECTION I  A. OVERVIEW  This
Code of Ethics and Business Conduct (the "Code") embodies the commitment
of Brookmount Explorations Inc. (the Company) to conduct its business
in accordance with all applicable laws, rules and regulations and the highest
ethical standards.  All Executive Officers (as defined below) are expected
to adhere to the principles and procedures set forth in this Code that apply to
them.  For the purposes of this Code, the term "Executive Officer"
is defined to include the Company's President, Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer, Controller or other principal
accounting officer and any Vice-President of the Company who the board has
determined is an "Officer" for purposes of rules promulgated under
Section 16 of the Securities Exchange Act of 1934 (the Exchange
Act).  This Code of Ethics has been adopted by the Board of Directors
of the Company in compliance with the rules adopted by the U.S. Securities and
Exchange Commission (the "Commission") for the purpose of implementing
Section 406 of the Sarbanes-Oxley Act of 2002.  B. BASIC STANDARD OF ETHICS  Executive Officers shall observe the highest standards of ethical
conduct.  In the performance of their duties, they shall protect and foster
shareholder value through fair dealings, complete honesty and full disclosure in
all manners of business.  Executive Officers shall maintain the highest
standards of integrity, both in the workplace and outside the workplace, fully
observing all laws and applicable regulations.  Each Executive Officer is
obligated to:  · engage in honest and ethical conduct, by avoiding any actual or
apparent conflicts of interest between personal affairs and relationships on the
one hand and professional responsibilities to the Company on the other hand;  · promote full, fair, accurate, timely and understandable disclosure
in reports and documents that the Company files with, or submits to, the
Commission and in any other public communications made by the Company;  · comply with applicable governmental laws, rules and regulations;
and  · promptly report any possible violation of this Code to the Audit
Committee of the Board of Directors, or if there is no Audit Committee, to the
Board of Directors.  Each
Executive Officer will be accountable to the Audit Committee, or if there is no
Audit Committee, to the Board of Directors, for any failure by him or her to
observe any term of this Code.  Failure to observe the terms of this Code
of Ethics may result in disciplinary action.  Violations of this Code also
may constitute violation of law.  No
waiver or amendment of this Code of Ethics shall be permitted unless approved by
the Audit Committee of the Board of Directors, or an independent director, if
there is no Audit Committee.  Any such waiver or amendment shall be
publicly disclosed to the extent required by the rules adopted by the
Commission.   - 2 -    C. CONFLICTS OF INTEREST  Executive Officers shall avoid all conflicts of interest.  A
"conflict of interest" occurs when an individual's private interest
improperly interferes with the interests of the Company or when an Executive
Officer faces a choice between what is in their best personal interest
(financial or otherwise) and the interest of the Company.  In particular,
an Executive Officer must never use or attempt to use his or her position at the
Company to obtain any improper personal benefit for himself or herself, for his
or her family members, or for any other person, including loans or guarantees of
obligations, from any person or entity.  An
Executive Officer should never take any action which would interfere with the
Company's contractual relationships or diminish or disparage the reputation of
the Company.  An Executive Officer should not have any personal financial
interest in a person or organization that supplies goods, property or services
to the Company or from which the Company obtains goods, property or services.
 This paragraph does not apply to ownership of publicly traded
securities.  Executive Officers may not seek or accept personal gain, directly
or indirectly, from anyone soliciting business from, or doing business with, the
Company.  Executive Officers, and members of their immediate families,
shall not accept gifts from, or have and personal expenses paid for by, anyone
soliciting business from, or doing business with, the Company, except for gifts
with an annual value from any source not in excess of $250.  When a
conflict of interest arises, it is important that each Executive Officer act
with great care to avoid even the appearance that their actions were not in the
best interests of the Company.  If an Executive Officer is faced with a
situation in which their objectivity may be questioned because of individual
interests or family or personal relationships, the Executive Officer must
immediately notify an Ethics Contact (as defined in Section III hereof).  Any
Executive Officer who is aware of a material transaction or relationship that
could reasonably be expected to give rise to a conflict of interest should
discuss the matter promptly with an Ethics Contact.  D. LOANS  The
Company does not make loans, in any form, of money to Executive Officers.
 This prohibition includes any guarantee by the Company of a loan to an
Executive Officer from a third party.  E. PUBLIC DISCLOSURE  It is
the Company's policy that the information in its public communications,
including all filings and periodic reports submitted to the Commission, be full,
fair, accurate, timely and understandable.  Executive Officers who are
involved in the Company's disclosure process are responsible for acting in
furtherance of these policies and procedures.  In particular, these
individuals are required to: (i) maintain familiarity with the disclosure
requirements applicable to the Company; (ii) oversee the Company's disclosure
controls and procedures to ensure that information required to be disclosed in
the Company's filings to the SEC is identified and processed on a timely basis;
and (iii) take steps to regularly obtain and evaluate information in their area
of responsibility. Executive Officers are prohibited from knowingly
misrepresenting, omitting, or causing others to misrepresent or omit, material
facts about the Company to others, whether within or outside the Company,
including the Company's independent auditors.  In addition, any Executive
Officer who has a supervisory role in the Company's disclosure process has an
obligation to discharge his or her responsibilities diligently.  F. COMPLIANCE WITH LAWS, RULES AND REGULATIONS  It is
the Company's policy to comply with all applicable laws, rules and regulations.
 It is the personal responsibility of each Executive Officer to adhere to
the standards and restrictions imposed by those laws, rules and regulations.  - 3 -     Generally, it is both illegal and against Company policy for any
Executive Officer who is aware of material non-public information relating to
the Company, or any other private or governmental issuer of securities to buy or
sell any securities of those issuers, or recommend that another person buy, sell
or hold the securities of those issuers.  Any
Executive Officer who is uncertain about the legal rules involving his or her
purchase or sale of any Company securities or any securities in issuers that he
or she is familiar with by virtue of his or her work for the Company should
consult with the Company's outside counsel that prepares its periodic reports
under the U.S. securities laws before making any such purchase or sale.  G. PROTECTION AND PROPER USE OF COMPANY ASSETS  All
Executive Officers should protect the Company's assets and ensure their
efficient use.  All Company assets should be used for legitimate business
purposes only.  The Company's Executive Officers must ensure the
maintenance of internal controls to provide guidance and overall protection of
company assets, financial integrity and reporting accuracy.  Executive Officers may not: (i) make personal use of Company
assets which create any additional cost for, interfere with work duties or
violates any Company policies;  (ii) manipulate financial accounts, records
or reports for personal gain or otherwise; or (iii) maintain off-the-book
accounts.  Executive Officers must: (i) prepare all corporate and
governmental reports and documents with accurate information (such documents
shall include periodic reports and other filings in connection with the U.S.
securities laws); (ii) maintain books, accounts and records according to
generally accepted accounting principles, using enough detail to reflect
accurately and fairly company transactions; (iii) record transactions in a
timely manner, so that no misleading financial information is created (these
transactions include income, expense, indebtedness, obligation, reserves and
acquisition or disposition of assets); and (iv) establish internal financial
controls that are documented and reviewed for their integrity and application
quarterly by the appropriate Executive Officers before submission of quarterly
Commission filings.  Should
any irregularities, non-compliance with internal controls or abuses be observed,
the observing Executive Officer should report such directly to an Ethics
Contact.  SECTION II  A. CORPORATE OPPORTUNITIES  Executive Officers owe a duty to the Company to advance the
Company's legitimate business interests when the opportunity to do so arises.
 Executive Officers are prohibited from taking for themselves (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 declined to accept it.  More generally,
Executive Officers are prohibited from using corporate property, information or
position for personal gain or competing with the Company.  Any use of
Company property or services that is not solely for the benefit of the Company
must be approved beforehand through the Ethics Contact.  B. CONFIDENTIALITY  In
carrying out the Company's business, Executive Officers often learn confidential
or proprietary information about the Company or other third parties.
 Executive Officers must maintain the confidentiality of all information so
entrusted to them, except when disclosure is authorized or legally mandated.
 Confidential or proprietary information includes, among other things, any
non-public information concerning the Company, including its businesses,
financial performance, results or prospects, and any non-public information
provided  - 4 -    by a
third party with the expectation that the information will be kept confidential
and used solely for the business purpose for which it was conveyed.  C. FAIR DEALING  Each
Executive Officer should endeavor to deal fairly with the Company's service
providers, suppliers, competitors and employees.  No Executive Officer
should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts, or any unfair
dealing practice.  Executive Officers shall not engage in practices or
enter into arrangements which would violate anti-trust laws.  SECTION III  A. INTERPRETATION OF THE CODE  Executive Officers should strive to identify and raise potential
ethical issues before they lead to problems, and should ask about the
application of this Code whenever in doubt. Any questions relating to how the
policies and procedures contained in this Code should be interpreted or applied
should be addressed to an Ethics Contact. For purposes of this Code, an
Ethics Contact is any of the following:  · any member of the Audit  Committee of the Company's Board of
Directors;  · the Company's outside counsel that prepares its periodic reports
under the U.S. securities laws;  · a meeting of the full Audit Committee; or  · a meeting of the full Board of  Directors, provided at least
two independent directors are present.  Decisions in such a case shall be made by a majority of the
independent directors present.  Any Ethics Contact may refer any issue to,
or seek assistance on any issue from, the outside counsel who prepares the
periodic reports under the U.S. securities laws.  B. REPORTING VIOLATIONS  All
Executive Officers are duty bound to report any irregularities or breaches of
this Code of Ethics to an Ethics Contact.  To the extent possible, such
reports will be treated confidentially.  The Company will take such
disciplinary or preventive action as it deems appropriate to address any
existing or potential violation of this Code brought to its attention.  Any
Executive Officer who ignores or violates any of the principles or procedures in
this Code, or any Executive Officer who penalizes another Executive Officer or
other Company personnel for following these standards will be subject to
appropriate disciplinary action, which may include immediate dismissal.  C. WAIVERS OF THIS CODE  From
time to time, the Company may waive certain provisions of this Code.  Any
Executive Officer or Director who believes that a waiver may be called for
should discuss the matter with an Ethics Contact.  Waivers may be made only
by the Board of Directors with the affirmative vote of a majority of the
independent directors, or by the Audit Committee (if any) of the Board of
Directors.