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Exhibit 14.1

TOUCHSTONE MINING LIMITED 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 Douglas Scheving, President
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.

Douglas Scheving, our President and Chief Executive Officer,
has been appointed as Compliance Officer of the Company, responsible for
overseeing compliance with, and enforcement of, all Company policies.

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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 Douglas Scheving, our President and
Chief Executive Officer. If you have reason to believe that it would be
inappropriate to report the operation or activity to Mr. Scheving, you should
report it to Mr. BesMargian, our Secretary. 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 Douglas Scheving 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.

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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 Robert Baker.

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 Robert Baker. 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 Douglas Scheving. 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.

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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 Robert Baker.

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 Touchstone Mining Limited 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 Douglas Scheving.

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.

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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
Touchstone Mining Limited. 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 Touchstone Mining Limited departments, and the CEO. Together we can
continue to make Touchstone Mining Limited a company that sets a standard for
managing high-tech companies.

______________________________________Employee

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TOUCHSTONE MINING LIMITEDVALUES

FOCUS We exist only
because we are involved in acquisition and exploration of mining properties.

RESPECT We value all
people, treating them with dignity at all times.

EXCELLENCE We strive for
"Best in Class" in everything we do.

ACCOUNTABILITY We do what
we say we will do and expect the same from others.

TEAMWORK We believe that
cooperative action produces superior results.

INTEGRITY We are honest
with ourselves, each other, our customers, our partners and our shareholders

VERY OPEN COMMUNICATION
We share information, ask for feedback, acknowledge good work, and encourage
diverse ideas.

ENJOYING OUR WORK We work
hard, are rewarded for it, and maintain a good sense of perspective, humor and
enthusiasm.

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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

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