EXHIBIT 14 - Code of Ethics

                       AMERICAN NATURAL ENERGY CORPORATION

                                 CODE OF ETHICS

INTRODUCTION

This Code of Ethics (the "Code") embodies the commitment of American Natural
Energy Corporation and our subsidiaries to promote honest and ethical conduct
and to conduct our business in accordance with all applicable laws, rules and
regulations and the highest ethical standards. All Senior Financial Officers (as
hereinafter defined) are expected to adhere to the principles and procedures set
forth in this Code. For purposes of Section 406 of the Sarbanes-Oxley Act of
2002 and the rules promulgated thereunder, this Code shall be our code of ethics
for our principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions
(collectively, "Senior Financial Officers"). This Code is separate and apart
from, and in addition to, any policies our company may have in effect, from time
to time, relating to our employees, officers and Board of Directors.

This Code strives to deter wrongdoing and promote the following six objectives:

          o  Honest and ethical conduct;
          o  Avoidance of conflicts of interest;
          o  Full, fair, accurate, timely and transparent disclosure;
          o  Compliance with applicable government and self regulatory
             organization laws, rules and regulations;
          o  Prompt internal reporting of Code violations; and
          o  Accountability for compliance with the Code.

A. CODE COMPLIANCE AND REPORTING

Our Senior Financial Officers should strive to identify and raise potential
issues before they lead to problems, and should ask about the application of
this Code whenever in doubt. Any Senior Financial Officer who becomes aware of
any existing or potential violation of this Code should promptly notify the
Audit Committee of our Board of Directors (see Exhibit A attached hereto for
contact information) (we refer to such contacts as the "Appropriate Ethics
Contact"). Acting through our Board of Directors, we will take such disciplinary
or preventive action, as we deem appropriate to address any existing or
potential violation of this Code brought to our attention.

Any questions relating to how these policies should be interpreted or applied
should be addressed to the Appropriate Ethics Contact.

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B. PERSONAL CONFLICTS OF INTEREST

A "personal conflict of interest" occurs when an individual's private interest
improperly interferes with the interests of the company. A conflict of interest
exists where the interests or benefits of a person or entity conflict with the
interests or benefits of our company. Personal conflicts of interest, whether
actual or apparent, are prohibited as a matter of company policy, unless they
have been approved or waived by the company. In particular, a Senior Financial
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.

Service to the company should never be subordinated to personal gain and
advantage. Conflicts of interest, whether actual or apparent, should, to the
extent possible, be avoided.

Any Senior Financial 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 the Appropriate Ethics Contact.

Our company must report all material related party transactions under applicable
accounting rules, Federal securities laws and Commission rules and regulations.

C. PUBLIC DISCLOSURE

It is company policy that the information in our public communications,
including our filings made with the United States Securities and Exchange
Commission, be full, fair, accurate, timely and understandable and shall be
timely filed or communicated. Our Senior Financial Officers, who are involved in
the company's disclosure process, are responsible for acting in furtherance of
this policy. In particular, these individuals are required to maintain
familiarity with the disclosure requirements applicable to the company and 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.

Acting on our behalf, our Senior Financial Officers are required to evaluate the
effectiveness of the design and operation of our disclosure controls and
procedures within 90 days of the filing date of each periodic report we file
with the Commission, and, based on their evaluation, arrive at a conclusion
whether these controls and procedures are effective and disclose whether there
were any significant changes in our company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.

Disclosure controls and procedures are our company's controls and other
procedures that are designed to ensure that information required to be disclosed
by us in the reports that we file or submit under the Securities Exchange Act of
1934, as amended, are recorded, processed, summarized and reported, within the
time periods specified in the Commission's rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by our company in the reports
that we file or

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submit under the Exchange Act are accumulated and communicated to our company's
management as appropriate to allow timely decisions regarding required
disclosure.

D. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

It is company policy to comply with all applicable laws, rules and regulations.
It is the personal responsibility of each Senior Financial Officer to adhere to
the standards and restrictions imposed by those laws, rules and regulations. No
Senior Financial Officer may interfere with or seek to improperly influence,
directly or indirectly, the auditing of our financial results or records. If a
Senior Financial Officer is not aware or familiar with the laws, rules or
regulations that apply specifically to our business, they must request that the
Appropriate Ethics Contact provide such information.

Generally, it is both illegal and against company policy for any Senior
Financial Officer who is aware of material nonpublic 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 Senior Financial Officer who is
uncertain about the legal rules involving his or her purchase or sale of any
company securities or any securities in issuers with which he or she is familiar
by virtue of his or her work for the company should consult with the Appropriate
Ethics Contact before making any such purchase or sale.

E.  AMENDMENT, MODIFICATION AND WAIVER

This Code may be amended or modified by our Board of Directors. Waivers of this
Code may only be granted by the Board of Directors or a committee of the Board
with specific delegated authority. Waivers will be disclosed as required by the
Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder and any applicable rules relating to the maintenance of the listing
of our securities on any stock exchange.


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                                    EXHIBIT A

APPROPRIATE ETHICS CONTACT

Audit Committee
American Natural Energy Corporation
7030 South Yale
Suite 404
Tulsa, OK 74136

Or via Email at: [______________].com


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                                 ACKNOWLEDGEMENT

I certify that I have received and read and that I will abide by the Code of
Ethics distributed to me on _________________, 200__.


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Signature                                                 Date


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Print Name


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C\Precedent\Code of Ethics, Audit Comm and Aud Comm Fin Expert