Exhibit14.1





ECCO
ENERGY CORP.


CODE OF
ETHICS





This Code
of Ethics is designed to promote honest and ethical conduct, full, fair,
accurate, timely and understandable disclosure of financial information in the
periodic reports of ECCO Energy Corp. (the “Company”), and compliance with
applicable laws, rules, and regulations.





APPLICABILITY
OF THE CODE





This Code
of Ethics (the “Code”) applies to the Company’s chief executive officer, the
chief financial officer,controller,and
such other finance, accounting, tax or internal audit personnel as the chief
executive officer or chief financial officer may from time to time
designate.  The persons listed in the preceding paragraph are referred
to as the “Covered Persons.”





HONEST
AND ETHICAL CONDUCT





In
performing his or her duties, each of the Covered Persons will act in accordance
with high standards of honest and ethical conduct including taking appropriate
actions to permit and facilitate the ethical handling and resolution of actual
or apparent conflicts of interest between personal and professional
relationships.





In
addition, each of the Covered Persons will promote high standards of honest and
ethical conduct among employees who have responsibilities in the areas of
accounting, audit, tax, and financial reporting and other employees throughout
the Company.





FULL,
FAIR, ACCURATE, TIMELY, AND UNDERSTANDABLE DISCLOSURE





In
performing his or her duties, each of the Covered Persons will endeavor to
promote, and will take appropriate action within his or her areas of
responsibility to cause the Company to provide, 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.





In
performing his or her duties, each of the Covered Persons will, within his or
her areas of responsibility, engage in, and seek to promote, full, fair and
accurate disclosure of financial and other information to, and open and honest
discussions with, the Company’s outside auditors.





COMPLIANCE
WITH APPLICABLE GOVERNMENTAL LAWS, RULES, AND REGULATIONS





In
performing his or her duties, each of the Covered Persons will endeavor to
comply, and take appropriate action within his or her areas of responsibility to
cause the Company to comply, with applicable governmental laws, rules, and
regulations and applicable rules and regulations of self-regulatory
organizations.





Each of
the Covered Persons will promptly provide the Company’s general counsel or the
Company’s audit committee with information concerning conduct the Covered Person
reasonably believes to constitute a material violation by the Company, or its
directors or officers, of the securities laws, rules or regulations or other
laws, rules, or regulations applicable to the Company.





REPORTING
VIOLATIONS OF THE CODE





Each of
the Covered Persons will promptly report any violation of this Code to the
Company’s general counsel or to the Company’s audit committee, as
applicable.










WAIVER
AND AMENDMENT OF THE CODE





The
Company’s audit committee, as well as the Company’s board of directors, will
have the authority to approve a waiver from any provision of this
Code.  The Company will publicly disclose information concerning any
waiver or an implicit waiver of this Code as required by applicable
law.  A waiver means the approval of a material departure from a
provision of this Code.  The Company will publicly disclose any
substantive amendment of this Code as required by applicable law.





ACCOUNTABILITY
FOR ADHERENCE TO THE CODE





The
Company’s audit committee will assess compliance with this Code, report
violations of this Code to the Board of Directors, and, based upon the relevant
facts and circumstances, recommend to the Board appropriate action.  A
violation of this Code may result in disciplinary action including termination
of employment.