EXHIBIT
14.1
 
 LIBRA
ALLIANCE CORP./LIGHTYEAR NETWORK SOLUTIONS, INC.
 
 Code of Ethics for Senior
Financial Officers
 
 This Code
of Ethics shall apply to the Senior Financial Officers of Libra Alliance
Corporation (soon to be renamed Lightyear Network Solutions, Inc.) (the
"Company").  “Senior Financial Officers” shall include the principal
executive officer, the principal financial officer, the principal accounting
officer or controller, or persons performing similar functions, including the
Company’s President and Chief Executive Officer and Chief Financial Officer. In
the event of the change of an officer’s title or designation as a principal
officer, or the addition of an officer to the foregoing definition, any officer
performing a similar function shall be included.
 
 The
purpose of this Code of Ethics is to promote honest and ethical conduct and
compliance with the law, particularly as related to the maintenance of the
Company’s financial records and the preparation of financial statements filed
with the Securities and Exchange Commission (the "SEC").
 
 1.           General
Principles.Senior Financial Officers are expected to carry
out their responsibilities honestly and with integrity, exercising at all times
their best independent judgment.
 
 2.           Conflicts of
Interests.Senior Financial Officers must avoid situations in
which their own interests conflict, or may appear to conflict, with the
interests of the Company. A conflict of interest can arise when a Senior
Financial Officer takes actions or has interests that may make it difficult to
perform his or her work objectively and effectively. Conflicts of interest also
arise when a Senior Financial Officer, or a member of his or her family,
receives improper personal benefits as a result of his or her position in the
Company. In any case in which a Senior Financial Officer finds himself or
herself with an actual or apparent material conflict of interest, he or she must
promptly disclose it to the Company’s General Counsel, who will review the
transaction or relationship. If the General Counsel determines that a material
conflict does exist, he or she will refer the matter to the Board of Directors,
which shall determine how the situation should be resolved. In furtherance of
the foregoing, no Senior Financial Officer may:
 
 (a)           Compete,
directly or indirectly, with or against the Company;
 
 (b)
              Work
      for or receive payments for services performed by the Senior Financial
      Officer from any competitor, customer, distributor or supplier of the
      Company without first notifying and obtaining the written approval of the
      Company’s Board of Directors;
 
 (c)
              Receive
      compensation in connection with services performed relating to any
      transaction entered into by the Company, other than compensation received
      in the ordinary course of employment by the
  Company;
 
 (d)
              Take
      or otherwise appropriate for his or her personal benefit, or for the
      benefit of any other person or enterprise, any opportunity or potential
      opportunity that arises or may arise in any line of business in which the
      Company or any Company subsidiary engages or is considering engaging,
      without first notifying and obtaining the written approval of the
      Company’s Board of Directors;
 
 (e)
              Serve
      on the board of directors or a similar body for an outside company or
      government agency, other than a non-profit or community organization
      without first obtaining prior approval from the Company’s Board of
      Directors;
 
 (f)
              Hold,
      or have any immediate family member who holds, any interest in any
      corporation or entity that directly or indirectly competes with the
      Company or any division or affiliate, unless such holdings represent less
      than 1% of the stock of a public corporation that is regularly traded on a
      stock exchange;
 
 (g)
              Accept
      gifts from any competitor, customer, distributor or supplier of a value
      greater than is customary in the Company’s industry;
  or
 
 (h)
              Provide
      a gift to any person or entity that would violate any
  law.
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  3.           Full, Fair, and
Timely Disclosure.Senior Financial Officers are responsible for assuring
full, fair, accurate, timely and understandable disclosure of relevant financial
information to shareholders and investors. In particular they are responsible
for assuring that the Company complies with the federal securities laws
governing disclosure of financial information, and for assuring that press
releases and communications with investors and securities analysts are fair and
accurate. Accordingly, it is the  responsibility of each of the Senior
Financial Officers to promptly bring to the attention of the Company’s General
Counsel any credible information of which he or she becomes aware, that would
place in doubt the accuracy or completeness, in any material respect, of any
disclosures of which he or she is aware, that have been made or are to be made,
whether directly or indirectly by the Company, in any public SEC filing or
submission, or any other formal or informal public communication, whether
written or oral (including but not limited to a press release).
 
 Additionally,
each Senior Financial Officer is responsible for promptly bringing to the
attention of the Company’s General Counsel and, if necessary, the Board of
Directors any credible information of which he or she becomes aware that
indicates any significant deficiency in the Company’s internal control over
financial reporting within the meaning of Section 404 of the Sarbanes-Oxley Act
and the SEC’s or Public Company Accounting Oversight Board’s implementing rules,
and/or the Company’s disclosure controls and procedures for preparing SEC
reports or other public communication as mandated by Section 302 of the
Sarbanes-Oxley Act and the SEC’s implementing rules, even if a materially
inaccurate or incomplete disclosure by or on behalf of the Company has not
resulted or is not expected imminently to result from such
deficiency.
 
 Each
Senior Financial Officer is reminded, moreover, that the Company is required by
law to keep books and records that accurately and fairly reflect its business
operations, its acquisition and disposition of assets and its incurrence of
liabilities, as part of a system of internal accounting controls that will
ensure the reliability and adequacy of these books and records and that will
ensure that access to Company assets is granted only as permitted by Company
policies. Among other things, Senior Financial Officers shall:
 
 (a)
              Establish
      and maintain internal control over financial reporting and disclosure
      controls and procedures designed to assure that
      financial  information is recorded, processed and transmitted to
      those responsible for preparing periodic reports and other public
      communications containing financial information so that they are complete,
      accurate, and timely;
 
 (b)
              Oversee
      the appropriate personnel to help ensure that the internal control over
      financial reporting and disclosure controls and procedures are being
      followed;
 
 (c)
              Carefully
      review each periodic report for accuracy and completeness before it is
      filed with the SEC and carefully review each public communication
      containing financial information before it is
  released;
 
 (d)
              Never
      create or maintain secret or unrecorded funds, assets, or accounts, or
      intentionally make a payment or approve an invoice, expense report or
      other document that is incorrect, misleading or inaccurate;
      and
 
 (e)
              Comply
      at all times with applicable governmental laws, rules and
      regulations.
 
 4.
              Compliance
      with this Code of Ethics.Senior Financial Officers should promptly
      bring to the attention of the full Board of
  Directors:
 
 (a)
              Any
      matters that could compromise the integrity of the Company’s financial
      reports;
 
 (b)
              Any
      disagreement with respect to any material accounting matter;
      and
 
 (c)
              Any
      violation of this Code of Ethics or of any law or regulation related to
      the Company’s accounting or financial
affairs.
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  5.           Whistleblowers.No Senior Financial Officer may discharge, demote, suspend, threaten,
harass, or in any other manner discriminate against an employee in the terms and
conditions of employment because of any lawful act done by the employee (1) to
provide information, cause information to be provided or otherwise assist in an
investigation regarding any conduct which the employee reasonably believes
constitutes a violation of law, including any rule or regulation of the
SEC, or any provision of Federal law relating to fraud against shareholders or
(2) to file, cause to be filed, testify, participate in, or otherwise assist in
a proceeding relating to an alleged violation of law, including any rule or
regulation of the SEC, or any provision of Federal law relating to fraud against
shareholders.
 
 6.           Independent
Registered Public Accounting Firm.Senior Financial Officers are
prohibited from directly or indirectly taking any action to fraudulently
influence, coerce, manipulate or mislead the Company’s independent registered
public accounting firm for the purpose of rendering the financial statements of
the Company misleading.
 
 7.           Amendment or
Waiver.The Board of Directors shall approve any waiver of or amendment
to this Code of Ethics, and any such waiver or amendment shall be disclosed
promptly, as required by law or SEC regulation.
 
 8.           Sanctions for
Violation.A failure by any Senior Financial Officer to comply with the
laws or regulations governing the Company’s business, this Code of Ethics or any
other Company policy or requirement may result in disciplinary action, including
termination, and, if warranted, legal proceedings. The Board of Directors will
investigate violations and appropriate action will be taken in the event of any
violations of this Code of Ethics.
 
 *           *           *           *
 
 Adopted
      by the Board of DirectorsMarch
      25, 2010
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