GEORGIA
INTERNATIONAL MINING CORP.


Exhibit
14.1 – Code of Ethics




Georgia
International Mining Corporation Code
of Ethics forPrincipal Executive Officer and Senior Financial
Officers


I.  INTRODUCTIONA.     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:


> Principal executive
>     officer
>         Principal financial
>     officer
>         Principal accounting
>     officer
>         Controller;
>     and
>         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.


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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.


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GEORGIA
INTERNATIONAL MINING CORP.






GEORGIA
INTERNATIONAL MINING CORPORATION
 CODE
OF ETHICSFORPRINCIPAL EXECUTIVE OFFICER ANDSENIOR 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                                                                                                    October
7,
2008                                                                                                    Date  Page
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