Exhibit
14.1




UNIVERSAL
BIOENERGY, INC.


FINANCIAL
CODE OF ETHICS





As a
public company, it is of critical importance that UNIVERSAL BIOENERGY, INC.
(UNIVERSAL) filings with the Securities and Exchange Commission be accurate and
timely. Depending on their position with UNIVERSAL, employees may be called upon
to provide information to assure that Universal’s public reports are complete,
fair, and understandable. UNIVERSAL expects all of its employees to take this
responsibility seriously and to provide prompt and accurate answers to inquiries
related to Universal’s public disclosure requirements.




Universal’s
Finance Department bears a special responsibility for promoting integrity
throughout UNIVERSAL, with responsibilities to stakeholders both inside and
outside of UNIVERSAL. The Chief Executive Officer (CEO), Chief Financial Officer
(CFO), and Finance Department personnel have a special role both to adhere to
the principles of integrity and also to ensure that a culture exists throughout
UNIVERSAL as a whole that ensures the fair and timely reporting of Universal’s
financial results and conditions. Because of this special role, the CEO, CFO,
and all members of Universal’s Finance Department are bound by Universal’s
Financial Code of Ethics, and by accepting the Financial Code of Ethics, each
agrees that they will:




- Act
with honesty and integrity, avoiding actual or Universal conflicts of interest
in personal and professional relationships.




- Provide
information that is accurate, complete, objective, relevant, timely and
understandable to ensure full, fair, accurate, timely, and understandable
disclosure in the reports and documents those UNIVERSAL files with, or submits
to, government agencies and in other public communications.




- Comply
with the rules and regulations of federal, state and local governments, and
other appropriate private and public regulatory agencies.




- Act in
good faith, responsibly, with due care, competence and diligence, without
misrepresenting material facts or allowing one's independent judgment to be
subordinated.




- Respect
the confidentiality of information acquired in the course of one's work, except
when authorized or otherwise legally obligated to disclose. Confidential
information acquired in the course of one's work will not be used for personal
advantage.




- Share
job knowledge and maintain skills important and relevant to stakeholders
needs.




-
Proactively promote and be an example of ethical behavior as a responsible
partner among peers, in the work environment and in the community.




- Achieve
responsible use of, and control over, all UNIVERSAL assets and resources
employed by, or entrusted to yourself, and your department.




- Receive
the full and active support and cooperation of Universal’s Officers, Sr. Staff,
and all employees in the adherence to this Financial Code of
Ethics.




- Promptly report to the CEO or CFO any
conduct believed to be in violation of law or business ethics or in violation of
any provision of this Code of Ethics, including any transaction or relationship
that reasonably could be expected to give rise to such a conflict. Further, to
promptly report to the Chair of Universal’s Audit  Committee or the
Board of Directors prior to the formation of the Audit Committee, such conduct
if by the CEO or CFO or if they fail to correct such conduct by others in a
reasonable period of time.