GEORGIA
INTERNATIONAL MINING CORP.






Exhibit
14.1 – Code of Ethics






Georgia
International Mining Corporation


Code
of Ethics for


Principal
Executive Officer and Senior Financial Officers


I.  INTRODUCTION





A.           Purpose of
Code.





Georgia
International Mining Corporation (the “Corporation”) is
committed to the highest standards of legal and ethical conduct, including
providing full and accurate financial disclosure in compliance with applicable
laws, rules and regulations and maintaining its books and records in accordance
with applicable accounting policies, laws, rules and regulations.




This Code
of Ethics for Principal Executive Officer and Senior Financial Officers (this
“Code”) is
designed to set forth particular standards of conduct that the Corporation
requires its principal executive officer and its senior financial officers to
follow.  Any activity by a principal executive officer or senior
financial officer of the Corporation contrary to this Code is prohibited and is
not within the scope of employment or authority of such persons.




B.           Persons Subject to this
Code.





This Code
is applicable to the following Corporation personnel:




1.           Principal
executive officer


2.           Principal
financial officer


3.           Principal
accounting officer


4.           Controller;
and


5.           Other
persons performing similar functions as persons in the enumerated positions
(individually, a “Covered Person” and
collectively, the “Covered
Persons”).




C.           Distribution and
Commitment





All
Covered Persons will be given a copy of this Code.  Each Covered
Person will be required to certify that each (i) has read and understands the
guidelines contained in this Code and (ii) will comply with the terms of this
Code.




II.   COMPLIANCE
WITH RULES AND REGULATIONS





The
Corporation is committed to conducting its business in accordance with all
applicable laws, rules and regulations and in accordance with the highest
standards of business ethics.  As a Covered Person, you must not only
comply with applicable laws, however.  You also have leadership
responsibilities that include creating a culture of high ethical standards and
commitment to compliance; maintaining a work environment that encourages
employees to raise concerns; and promptly addressing employee compliance
concerns.




III.   CONFLICTS
OF INTEREST





A.           General
Statement.





All
Covered Persons are expected to use good ethical judgment, and to avoid
situations that create an actual or potential conflict between the Covered
Person’s personal interests and the interests of the Corporation. A conflict of
interest also exists where the Covered Person’s loyalties or actions are divided
between the Corporation’s interests and those of another, such as a competitor,
supplier or customer. Both the fact and the appearance of a conflict should be
avoided.




GEORGIA
INTERNATIONAL MINING CORP.




Before
making any investment, accepting any position or benefits or participating in
any transaction or business arrangement that creates or appears to create a
conflict of interest, Covered Persons must obtain the written approval of the
Audit Committee of the Board of Directors.




While it
is not feasible to describe all possible conflicts of interest that could
develop, the following are some of the more common examples.




B.           Examples of
Conflicts.




1.           Financial Interest in Another
Business.  Covered Persons should not have a direct or indirect
financial interest in a customer, supplier, competitor or others with whom the
Corporation does business. The ownership of less than one percent (1%) of the
publicly traded stock of a corporation will not be considered a
conflict.




2.           Other Employment and Outside
Activities.  Covered Persons should not work for, become
directly or indirectly involved with, or receive compensation of any sort from,
a customer, supplier or competitor of the Corporation or others with whom the
Corporation does business. Covered Persons should not engage in any activity
which may be competitive with or contrary to the interests of the
Corporation.




3.           Corporate
Opportunities.  Business opportunities of which Covered Persons
learn as a result of employment with the Corporation belong to the Corporation,
if within the scope of the Corporation’s existing or contemplated business, and
should not be taken advantage of for personal gain.




IV.   DISCLOSURE
IN REPORTS





The
Corporation is committed to providing 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 made
by the Corporation.




V.   COMPLIANCE
WITH THIS CODE





If
Covered Persons have questions about this Code, advice should be sought from the
Audit Committee of the Board of Directors. If a Covered Person knows of or
suspects a conflict of interest or a violation of applicable laws or regulations
or this Code, the Covered Person must immediately report that information to the
Chief Executive Officer or, if the suspected violation concerns the Chief
Executive Officer, to the Chairman of the Board.




VI.    ACCOUNTABILITY;
WAIVER OF THIS CODE





The Board
shall determine, or designate appropriate persons to determine, appropriate
actions to be taken in the event of violations of this Code.  Such
actions shall be reasonably designed to deter wrongdoing and to promote
accountability for adherence to this Code, and may include written notices to
the individual involved that the Board has determined that there has been a
violation, censure by the Board, demotion or re-assignment of the individual
involved, suspension with or without pay or benefits and termination of the
individual’s employment.




The
Corporation will waive application of the policies set forth in this Code only
when circumstances warrant granting a waiver, and then only in conjunction with
any appropriate monitoring of the particular situation. Changes in and waivers
of this Code may be made only by the Board of Directors or the Audit Committee
of the Board and will be disclosed as required under applicable law and
regulations.




GEORGIA
INTERNATIONAL MINING CORP.


GEORGIA
INTERNATIONAL MINING CORPORATION




CODE
OF ETHICS




FOR




PRINCIPAL
EXECUTIVE OFFICER AND




SENIOR
FINANCIAL OFFICERS




RECEIPT
AND AGREEMENT OF COMPLIANCE NOTICE














OFFICER’S
NAME: Ed
Forister




I have
read and understand the Code of Ethics for Principal Executive Officer and
Senior Financial Officers of Georgia International Mining Corporation and hereby
acknowledge receipt thereof.  I agree to comply with the requirements
of such code.







/s/
Ed Forister, CEO, CFO,
CAO


Signature





April
14,
2009


Date