Trilliant Exploration Corporation
10-K
 Exhibit
14.1
   TRILLIANT
EXPLORATION CORPORATION
 CODE
OF ETHICS
   TOPICS
   1.          Statement
of Policy
  2.          Implementation
and Enforcement
  3.          Relations
with Competitors and Other Third Parties
  4.          Insider
Trading, Securities Compliance and Public Statements
  5.          Financial
Reporting
  6.          Human
Resources
  7.          Environmental,
Health and Safety
  8.          Conflicts
of Interest
  9.          International
Trade
  10.          Government
Relations
  11.          Contractors,
Consultants, and Temporary Workers 12. Conclusion
   1.           STATEMENT
OF POLICY
  The
Company has adopted eight Corporate Values (Focus, Respect, Excellence,
Accountability, Teamwork, Integrity, Very Open Communications and Enjoying Our
Work) to provide a framework for all employees in conducting ourselves in our
jobs. These policies are not intended to substitute for those Values, but will
serve as guidelines in helping you to conduct the Company's business in
accordance with our Values. Compliance requires meeting the spirit, as well as
the literal meaning, of the law, the policies and the Values. It is expected
that you will use common sense, good judgment, high ethical standards and
integrity in all your business dealings.
  If you
encounter a situation you are not able to resolve by reference to these
policies, ask for help. Contact William Lieberman, Chairman and Chief Executive
Officer, who has been identified as responsible for overseeing compliance with
these policies.
   
 Violations
of the law or the Company's policies will subject employees to disciplinary
action, up to and including termination of employment. In addition, individuals
involved may subject
themselves and the Company to severe penalties including fines and possible
imprisonment. Compliance with the law and high ethical standards in the conduct
of Company business should be a top priority for each employee, officer and
director.
  2.
IMPLEMENTATION AND ENFORCEMENT.
  William
Lieberman, our Chairman and Chief Executive Officer, has been appointed as
Compliance Officer of the Company, responsible for overseeing compliance with,
and enforcement of, all Company policies.
  Employees are expected to be familiar with these policies as they
apply to their duties. They should consult with their managers if they need
assistance in understanding or interpreting these policies. Each employee is
required to follow these policies and to comply with their terms. A refusal by
any employee to agree to be bound by these policies shall be grounds for
discipline up to and including dismissal.
  Any
employee who, in good faith, has reason to believe a Company operation or
activity is in violation of the law or of these policies must call the matter to
the attention of William Lieberman, our Chairman and Chief Executive Officer.
All reports will be reviewed and investigated and as necessary under the
circumstances, and the reporting employee should provide sufficient information
to enable a complete investigation to be undertaken.
  Any
employee who makes an allegation in good faith reasonably believing that a
person has violated these policies or the law, will be protected against
retaliation.
  3.           RELATIONS
WITH COMPETITORS AND OTHER THIRD PARTIES.
  The
Company's policy is to comply fully with competition and antitrust laws
throughout the world. These laws generally prohibit companies from using illegal
means to maintain, obtain or attempt to obtain a monopoly in a market. They also
prohibit companies from engaging in unfair trade practices. "Unfair tradepractices"
include fixing prices, dividing markets, agreeing with competitors not to
compete, or agreeing to boycott certain customers. It is advised that you
consult with the William Lieberman before attending a meeting with a party who
may be viewed as a competitor.
  4.           INSIDER
TRADING, SECURITIES COMPLIANCE AND PUBLIC STATEMENTS.
  Securities
laws prohibit anyone who is in possession of material, non-public information
("Insider Information") about a company from purchasing or selling stock of that
company, or communicating the information to others. Information is considered
"material" if a reasonable investor would consider it to be important in making
a decision to buy or sell that stock. Some examples include financial results
and projections, new products, acquisitions, major new contracts or alliances
prior to the time that they are publicly announced. Employees who become aware
of such Inside Information about the Company must refrain from trading in the
shares of the Company until the Inside Information is publicly
announced.
  
 
  Employees
must also refrain from disclosing that information to persons who do not have a
Company need to know, whether they are inside the Company or outside, such as
spouses, relatives or friends.
  The
Company makes regular formal disclosures of its financial performance and
results of operations to the investment community. We also regularly issue press
releases. Other than those public statements, which go through official Company
channels, employees are prohibited from communicating outside the Company about
the Company's business, financial performance or future prospects. Such
communications include questions from securities analysts, reporters or other
news media, but also include seemingly innocent discussions with family,
friends, neighbors or acquaintances.
  5.           FINANCIAL
REPORTING.
  The
Company is required to maintain a variety of records for purposes of reporting
to the government. The Company requires all employees to maintain full
compliance with applicable laws and regulations requiring that its books of
account and records be accurately maintained. Specifics of these requirements
are available from William Lieberman.
  6.           HUMAN
RESOURCES.
  The
Company is committed to providing a work environment that is free from unlawful
harassment and discrimination, and respects the dignity of its employees. The
Company has policies covering various aspects of its relationship with its
employees, as well as employees’ relationships with each other. For more
detailed information, you should consult William Lieberman. Each employee is
expected to be familiar with these policies and to abide by them.
  7.           ENVIRONMENTAL,
HEALTH AND SAFETY.
  The
Company is committed to protecting the health and safety of our employees, as
well as the environment in general. The Company expects employees to obey all
laws and regulations designed to protect the environment, and the health and
safety of our employees, and to obtain and fully observe all permits necessary
to do business.
  At the
very least, all employees should be familiar with and comply with safety
regulations applicable to their work areas. The Company will make, to the extent
possible, reasonable accommodations for the known physical or mental limitations
of our employees. Employees who require an accommodation should contact William
Lieberman. The Company will then engage in an interactive process to determine
what reasonable accommodations may exist.
  8.           CONFLICTS
OF INTEREST.
  Each
employee is expected to avoid any activity, investment or association that
interferes with the independent exercise of his or her judgment in the Company's
best interests ("Conflicts of Interest"). Conflicts of Interest can arise in
many situations. They occur most often in cases where the
employee or the employee's family obtains some personal benefit at the expense
of the Company's best interests.
   
 No
employee, or any member of employee's immediate family, shall accept money,
gifts of other than nominal value, unusual entertainment, loans, or any other
preferential treatment from any customer or supplier of the Company where any
obligation may be incurred or implied on the giver or the receiver or where the
intent is to prejudice the recipient in favor of the provider. Likewise, no
employee shall give money, gifts of other than nominal value, unusual
entertainment or preferential treatment to any customer or supplier of the
Company, or any employee or family members thereof, where any obligation might
be incurred or implied, or where the intent is to prejudice the recipient in
favor of the Company. No such persons shall solicit or accept kickbacks, whether
in the form of money, goods, services or otherwise, as a means of influencing or
rewarding any decision or action taken by a foreign or domestic vendor,
customer, business partner, government employee or other person whose position
may affect the Company's business.
  No employee shall use Company property, services, equipment or
business for personal gain or benefit.
  Employees
may not: (1) act on behalf of, or own a substantial interest in, any company or
firm that does business, or competes, with the Company; (2) conduct business on
behalf of the Company with any company or firm in which the employee or a family
member has a substantial interest or affiliation. Exceptions require advance
written approval from the Legal Department.
  Employees
should not create the appearance that they are personally benefitting in any
outside endeavor as a result of their employment by the Company, or that the
Company is benefitting by reason of their outside interests. Any employee who is
not sure whether a proposed action would present a conflict of interest or
appear unethical should consult with William Lieberman.
  9.           INTERNATIONAL
TRADE.
  The
Company must comply with a variety of laws around the world regarding its
activities. In some cases, the law prohibits the disclosure of information,
whether the disclosure occurs within the U.S. or elsewhere, and whether or not
the disclosure is in writing.
  Payments
or gifts to non-U.S. government officials are prohibited by law and by Company
policy. The Foreign Corrupt Practices Act precludes payments to non-U.S.
government officials for the purpose of obtaining or retaining business, even if
the payment is customary in that country. This law applies anywhere in the world
to U.S. citizens, nationals, residents, businesses or employees of U.S.
businesses. Because TRILLIANT EXPLORATION CORPORATION is a U.S. company, this
law applies to the Company and all of its subsidiaries. Any questions on this
policy should be directed to William Lieberman.
  
  10.           GOVERNMENT
RELATIONS.
  The
Company is prohibited by law from making any contributions or expenditures in
connection with any U.S. national election. This includes virtually any activity
that furnishes something of value to an election campaign for a federal office.
Use of the Company's name in supporting any political position or ballot
measure, or in seeking the assistance of any elected representative, requires
the specific approval of the Chairman and Chief Executive Officer of the
Company. Political contributions or expenditures are not to be made out of
Company funds in any foreign country, even if permitted by local law, without
the consent of the Company's Chairman and Chief Executive Officer.
  U.S. law
also prohibits giving, offering, or promising anything of value to any public
official in the U.S. or any foreign country to influence any official act, or to
cause an official to commit or omit any act in violation of his or her lawful
duty. Company employees are expected to comply with these laws.
  11.           VENDORS,
CONTRACTORS, CONSULTANTS AND TEMPORARY WORKERS.
  Vendors,
contractors, consultants or temporary workers who are acting on the Company's
behalf, or on Company property, are expected to follow the law, Company policies
and honor Company Values. Violations will subject the person or firm to
sanctions up to and including loss of the contract, contracting or consulting
agreement, or discharge from temporary assignment.
  12.           CONCLUSION.
  This Code
of Ethics is not intended to cover every possible situation in which you may
find yourself. It is meant to give you the boundaries within which the Company
expects you to conduct yourself while representing TRILLIANT EXPLORATION
CORPORATION.  You may find yourself in a situation where there is no
clear guidance given by this Code of Ethics. If that occurs, return to the
foundations stated earlier: common sense, good judgment, high ethical standards
and integrity. And refer to the Company's Values. In addition, there are many
resources upon which you may rely: your management chain, Human Resources, Legal
or other TRILLIANT EXPLORATION CORPORATION departments, and the
CEO.
   ________________________________________
 Employee
  
  
 TRILLIANT EXPLORATION
CORPORATION
 VALUES
   FOCUSWe
exist only because we are involved in managing real estate
companies.
  RESPECTWe
value all people, treating them with dignity at all times.
  EXCELLENCEWe strive for "Best in Class" in everything we do.
  ACCOUNTABILITYWe do what we say we will do and expect the same from
others.
  TEAMWORKWe believe that cooperative action produces superior
results.
  INTEGRITYWe are honest with ourselves, each other, our customers, our partners and
our shareholders
  VERY OPEN
COMMUNICATIONWe share information, ask for feedback, acknowledge good
work, and encourage diverse ideas.
  ENJOYING OUR WORKWe work hard, are rewarded for it, and maintain a good sense of
perspective, humor and enthusiasm.
  
 
  Reportable Violations - Anonymous Reporting Program
   Accounting
Error
 Accounting
Omissions
 Accounting
Misrepresentations
 Auditing
Matters
 Compliance/Regulation
Violations
 Corporate
Scandal
 Domestic
Violence
 Discrimination
 Embezzlement
 Environmental
Damage
 Ethics
Violation
 Fraud
 Harassment
 Industrial
Accidents
 Misconduct
 Mistreatment
 Poor
Customer Service
 Poor
Housekeeping
 Sabotage
 Securities
Violation
 Sexual
Harassment
 Substance
Abuse
 Theft
 Threat of
Violence
 Unfair
Labor Practice
 Unsafe
Working Conditions
 Vandalism
 Waste
 Waste of
Time and Resources
 Workplace
Violence