EXHIBIT
14.1




Adventure
Energy, Inc. Code of Business Conduct and Ethics




Adventure
Energy, Inc. ("Adventure") is committed to conducting our business in compliance
with all applicable laws and regulations and in accordance with the highest
ethical principles. This Code of Business Conduct and Ethics (this "Code") sets
forth standards of conduct applicable to the Company's officers, full and
part-time employees and directors of the Company, including the Company's senior
financial officers. We also expect agents, consultants and contractors hired by
the Company to comply with this Code. Throughout this Code, the term "employee"
or "you" is used to refer to all officers, employees, directors, agents,
consultants and contractors.




This Code
covers a wide range of business practices and procedures. It does not cover
every issue that may arise and certain issues are covered by other agreements or
policies as discussed further herein. The Code sets out basic principles to
guide all employees of the Company. All of our employees must conduct themselves
accordingly and seek to avoid even the appearance of improper behavior. If a law
conflicts with a policy in this Code, you must comply with the law; however, if
a local custom or policy conflicts with this Code, you must comply with this
Code. If any aspect of this Code is unclear to you, or if you have any questions
or face dilemmas that are not addressed, you should ask your immediate
supervisor how to handle the situation. Employees who violate this Code will be
subject to disciplinary action and/or discharge by the Company. Because this
Code discusses both our legal and ethical responsibilities, non-compliance with
certain aspects of this Code could also subject the individual offender and the
Company to civil and/or criminal liability. If you are in, or aware of, a
situation which you believe may violate or lead to a violation of this Code,
follow the guidelines described in this Code.




This Code
will be available on our website at www.adventureenergy.com.




Compliance
with Laws, Rules and Regulations




It is the
policy of the Company to obey all applicable laws, rules and regulations, both
in letter and in


spirit.
Employees are personally responsible for adhering to the standards and
restrictions imposed by applicable laws, rules and regulations. Although not all
employees are expected to know the details of these laws, it is important to
know enough to determine when to seek advice from supervisors, managers or other
appropriate personnel.




Conflicts
of Interest




A
"conflict of interest" occurs when a person,s private
interest interferes in any way with the interests of the Company. A conflict
situation can arise when an employee takes actions or has interests that may
make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest may also arise when an employee, or members
of his or her family, receives improper personal benefits as a result of his or
her position in the Company. Loans to, or guarantees of obligations of,
employees and their family members may create conflicts of interest. It is
almost always a conflict of interest for a Company employee to work
simultaneously for a competitor, customer or supplier of the Company. The best
policy is to avoid any direct or indirect business connection with the
Company,s
customers, suppliers, or competitors except on the Company,s behalf.
Conflicts of interest are prohibited as a matter of Company policy, except under
guidelines approved by the Board of Directors, or as discussed below in this
Code.




Except
for opportunities as to which management or the Board of Directors have been
fully informed and have expressly found consistent with the Company's business
objectives, or as discussed above or below:




(i)  employees
are prohibited from taking for themselves personally opportunities that are
discovered through the use of Company property, information or
position;




(ii)  employees
owe a duty to the Company to advance its legitimate interests when opportunities
arise; and


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(iii)  no
employee may use Company property, information or position for improper personal
gain, and no employee
may compete with the Company directly or indirectly.




Conflicts
of interest may not always be clear-cut, so if you have a question, you should
consult with the individual designated in this Code. Any employee who becomes
aware of a conflict or potential conflict should follow the guidelines described
below.




Insider
Trading




Employees
who have access to confidential information are not permitted to use or share
that information for securities trading purposes or for any other purpose except
the conduct of our business. All non-public information about the Company should
be considered confidential information. To use non-public information for
personal financial benefit or to "tip" others who might make an investment
decision on the basis of this information is not only unethical but also
illegal.




Competition
and Fair Dealing




We seek
to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing trade secret
information that was obtained without the owner,s
consent, or inducing such disclosures by past or present employees of other
companies is prohibited. Each employee should endeavor to respect the rights of
and deal fairly with the Company,s
customers, suppliers, competitors and employees. No employee, officer or manager
should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts, or any other
intentional unfair-dealing practice.




Business
Gifts and Entertainment




The
purpose of business gifts and entertainment in a commercial setting is to create
goodwill and sound working relationships, not to gain unfair advantage with
customers. No gift or entertainment should ever be directly or indirectly
offered, given, provided or accepted by any Company officer, manager, employee,
any family member of an employee, or any agent (acting in its capacity as such)
to or from any customer, supplier or competitor of the Company unless it is: (i)
not cash, (ii) of nominal value, (iii) consistent with customary business
practices,


(iv)  not and
could not reasonably be construed as an attempt to influence improperly, bribe
or payoff and (v) not illegal under applicable laws.




Payments
to Government Personnel




The U.S.
Foreign Corrupt Practices Act prohibits giving anything of value, directly or
indirectly, to officials of foreign governments or foreign political candidates
in order to obtain or retain business. It is strictly prohibited to make illegal
payments to government officials of any country. In addition, the U.S.
government has a number of laws and regulations regarding business gratuities
which may be accepted by U.S. government personnel. The promise, offer or
delivery to an official or employee of the U.S. government of a gift, favor or
other gratuity in violation of these rules would not only violate Company policy
but could also be a criminal offense. State and local governments, as well as
foreign governments, may have similar rules. Consult your supervisor if you have
any questions.




Record
Keeping




The
Company requires honest and accurate recording and reporting of information in
order to make responsible business decisions. All of the Company,s books,
records, accounts and financial statements must be maintained in reasonable
detail, must appropriately reflect the Company,s
transactions and must conform both to applicable legal requirements and to the
Company,s system
of internal controls. All officers and employees are responsible for ensuring
that the Company's records and accounts (including expense reports) comply with
these requirements. Records should always be retained or destroyed according to
the Company,s record
retention policies.


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All
employees, including all senior financial officers, shall take reasonable steps
to cause the Company to provide fair, accurate, timely and understandable
disclosure in reports and documents that the Company files with, or submits to,
the Securities and Exchange Commission and in other public
communications.




Confidentiality
and Protection of Company Assets




Employees
must maintain the confidentiality of confidential information entrusted to them
by the Company, its customers, partners or business associates, except when
disclosure is authorized by a supervisor or required by laws or regulations.
Confidential information includes all non-public information that might be of
use to competitors, or which might be harmful to the Company or its customers,
partners, or business associates if disclosed. It includes information that
suppliers and customers have entrusted to us or that the Company has obligated
itself to maintain in confidence. The obligation to preserve confidential
information continues even after employment ends.




Proper
Use of Company Assets




All
employees should endeavor to protect the Company,s assets
and ensure their efficient use. All Company assets should be used only for
legitimate business purposes. Any suspected incident of fraud or theft should be
immediately reported for investigation.




Waivers
of Code; Amendment




Changes
in or waivers of this Code may be made by the President or the Board of
Directors or, in the case of any change in or waiver of this Code for the
Company's executive officers and directors, only by the Board of Directors, and
all such changes in or waivers of this Code will be promptly disclosed to the
Company's shareholders as required by law or stock exchange rules or
regulations. The Company reserves the right to amend, alter or terminate this
Code or its policies at any time for any reason.




Reporting
Any Illegal or Unethical Behavior




Employees
are encouraged to talk to supervisors, managers or other appropriate personnel
about observed illegal or unethical behavior and when in doubt about the best
course of action in a particular situation. If an employee observes illegal or
unethical behavior, or has genuine reason to believe that such behavior has
happened or is going to happen, the employee should bring the matter to the
attention of his or her immediate supervisor. Employees are required to report
any known violations of laws, rules, regulations or this Code.




It is the
policy of the Company not to allow retaliation or retribution for reports of
misconduct by others made in good faith by employees. "Good faith" does not mean
that the employee has to be right, but it does mean that the employee believes
that he or she is providing truthful information. All employees are expected to
cooperate in internal investigations of misconduct.




In
certain circumstances, it may be inappropriate to, or an employee may wish not
to, discuss potential legal or ethical violations with his or her immediate
supervisor. In such cases, the employee may discuss such potential violation
with the Company's President.




If you
are not comfortable being identified as the person making the report, you may
send a letter to the Company's President describing such concerns on an
anonymous basis.




If the
violation involves an accounting or auditing matter, or if you have a complaint
or concern about the Company's accounting or auditing matters, or become aware
of questionable accounting or auditing practices, you are strongly encouraged to
report such matters directly to the Audit Committee of the Board of Directors.
Your report to the Audit Committee may be made on an anonymous basis. To make a
report to the Audit
Committee, you may send a letter to the Chairman of the Audit Committee in an
envelope marked "Confidential" and addressed to the "Chairman of the Audit
Committee" in the care of the Company's President.




No
Implied Contract




This Code
sets forth guidelines that all employees will be required to follow. Any failure
to comply with this Code may result in termination. However, nothing in this
Code shall be construed to create a contractual right to employment where none
previously existed or shall in any way alter the at-will nature of an
employee,s
employment.






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