EXHIBIT 14.1

                              TOPAZ RESOURCES, INC.
                           CODE OF CONDUCT AND ETHICS

OVERVIEW

This Code of Conduct and Ethics sets forth the guiding principles by which we
operate our company and conduct our daily business with our stockholders,
customers, vendors and with each other. These principles apply to all of the
directors, officers and employees of Topaz Resources, Inc. (the "Company").

PRINCIPLES

COMPLYING WITH LAWS, REGULATIONS, POLICIES AND PROCEDURES

All directors, officers and employees of the Company are expected to understand,
respect and comply with all of the laws, regulations, policies and procedures
that apply to them in their positions with the Company. Employees are
responsible for talking to their supervisors to determine which laws,
regulations and Company policies apply to their position and what training is
necessary to understand and comply with them.

Directors, officers and employees are directed to specific policies and
procedures available to persons they supervise.

CONFLICTS OF INTEREST

All directors, officers and employees of the Company should be scrupulous in
avoiding any action or interest that conflicts with, or gives the appearance of
a conflict with, the Company's interests. A "conflict of interest" exists
whenever an individual's private or business interests interfere or conflict in
any way (or even appear to interfere or conflict) with the interests of the
Company. A conflict situation can arise when an employee, officer or director
takes actions or has interests that may make it difficult to perform his or her
work for the Company objectively and effectively. Conflicts of interest may also
arise when a director, officer or employee or a member of his or her family
receives improper personal benefits as a result of his or her position with the
Company, whether from a third party or from the Company. Company employees are
encouraged to utilize the Company's products and services, but this should
generally be done on an arm's length basis and in compliance with applicable
law.

All directors, officers and employees of the Company are obligated to disclose
potential and actual conflicts of interest as and when they arise. Subject to
any pre-existing fiduciary duty which exists prior to the time of becoming a
director, officer or employee of the Company, all directors, officers and
employees of the Company are prohibited from participating in any transaction
that is or may pose a conflict of interest with the Company without the prior
written consent of the Company.

If a conflict of interest shall arise, our directors, officers and employees
shall act in a manner expected to advance and protect the Company's interests,
subject to any pre-existing fiduciary duties. Conflicts of interest may not
always be clear-cut, so if a question arises, an officer or employee should
consult with higher levels of management, the board of directors or company
counsel. Any employee, officer or director who becomes aware of a conflict or
potential conflict should bring it to the attention of a supervisor, manager or
other appropriate personnel.

CORPORATE OPPORTUNITY

Directors, officers and employees are prohibited from (a) taking for themselves
personally opportunities that properly belong to the Company or are discovered
through the use of corporate property, information or position; (b) using
corporate property, information or position for personal gain; and (c) subject
to pre-existing fiduciary obligations, competing with the Company. Directors,
officers and employees owe a duty to the Company to advance its legitimate
counsel. Any employee, officer or director who

CONFIDENTIALITY

Directors, officers and employees must maintain the confidentiality of
confidential information entrusted to them by the Company or its suppliers or
customers, except when disclosure is specifically authorized by the board of
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directors or required by laws, regulations or legal proceedings. Confidential
information includes all non-public information that might be material to
investors or of use to competitors of the Company or harmful to the Company or
its customers or employees if disclosed.

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 or utilizing
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 director, officer and employee is expected to deal fairly with the
Company's customers, suppliers, competitors, officers and employees. No one
should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts or any other
unfair dealing.

PROTECTION AND PROPER USE OF THE COMPANY ASSETS

All directors, officers and employees should protect the Company's assets and
ensure their efficient use. All Company assets should be used only for
legitimate business purposes.

PUBLIC COMPANY REPORTING

As a public company, it is of critical importance that the Company's filings
with the Securities and Exchange Commission be accurate and timely and not
contain any known material misrepresentation or omission. Depending on their
position with the Company, an employee, officer or director maybe called upon to
provide necessary information to assure that the Company's public reports are
complete, fair and understandable. The Company expects employees, officers and
directors to take this responsibility very seriously and to provide prompt
accurate answers to inquiries related to the Company's public disclosure
requirements.

INSIDE INFORMATION AND SECURITIES TRADING

The Company's directors, officers or employees who have access to material,
non-public information are not permitted to use that information for stock
trading purposes or for any purpose unrelated to the Company's business. It is
also against the law to trade or to "tip" others who might make an investment
decision based on inside company information. For example, using non-public
information to buy or sell the Company stock, options in the Company stock or
the stock of any Company supplier, customer or competitor is prohibited. The
consequences of insider trading violations can be severe. These rules also apply
to the use of material, nonpublic information about other companies (including,
for example, our customers, competitors and potential business partners). In
addition to employees, these rules apply to an employee's spouse, children,
parents and siblings, as well as any other family members living in the
employee's home.

FINANCIAL STATEMENTS AND OTHER RECORDS

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 both conform to applicable legal requirements and to the
Company's system of internal controls. Unrecorded or "off the books" funds or
assets should not be maintained unless permitted by applicable law or
regulation.

Records should always be retained or destroyed according to the Company's record
retention policies. In accordance with those policies, in the event of
litigation or governmental investigation, please consult the board of directors.

IMPROPER INFLUENCE ON CONDUCT OF AUDITS

No director or officer, or any other person acting under the direction thereof,
shall directly or indirectly take any action to coerce, manipulate, mislead or
fraudulently influence any public or certified public accountant engaged in the
performance of an audit or review of the financial statements of the Company if
that person knows or should know that such action, if successful, could result
in rendering the Company's financial statements materially misleading. Any
person who believes such improper influence is being exerted should report such
action to such person's supervisor, or if that is impractical under the
circumstances, to any of our directors.

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Types of conduct that could constitute improper influence include, but are not
limited to, directly or indirectly:

     *    Offering or paying  bribes or other  financial  incentives,  including
          future employment or contracts for non-audit services;
     *    Providing an auditor with an inaccurate or misleading legal analysis;
     *    Threatening  to  cancel  or  canceling  existing  non-audit  or  audit
          engagements if the auditor objects to the Company's accounting;
     *    Seeking to have a partner  removed from the audit  engagement  because
          the partner objects to the Company's accounting;
     *    Blackmailing; and
     *    Making physical threats.

ANTI-CORRUPTION LAWS

The Company complies with the anti-corruption laws of the countries in which it
does business, including the U.S. Foreign Corrupt Practices Act (FCPA).
Directors, officers and employees will not directly or indirectly give anything
of value to government officials, including employees of state-owned enterprises
or political candidates. These requirements apply both to Company employees and
agents, such as third party sales representatives, no matter where they are
doing business. If you are authorized to engage agents, you are responsible for
ensuring they are reputable and for obtaining a written agreement to uphold the
Company's standards in this area.

REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

Employees, officers and directors who suspect or know of violations of this Code
or illegal or unethical business or workplace conduct by employees, officers or
directors have an obligation to contact either their supervisor or superiors. If
the individuals to whom such information is conveyed are not responsive, or if
there is reason to believe that reporting to such individuals is inappropriate
in particular cases, then the employee, officer or director may contact the
Chief Executive Officer or the President of the Company. Such communications
will be kept confidential to the extent feasible. If the employee is still not
satisfied with the response, the employee may contact the chairman of the board
of directors or any of the Company's outside directors.

ACCOUNTING COMPLAINTS

The Company's policy is to comply with all applicable financial reporting and
accounting regulations. If any director, officer or employee of the Company has
unresolved concerns or complaints regarding questionable accounting or auditing
matters of the Company, then he or she is encouraged to submit those concerns or
complaints (anonymously, confidentially or otherwise) to the Company's
directors. Subject to their legal duties, the directors will treat such
submissions confidentially.

NON-RETALIATION

The Company prohibits retaliation of any kind against individuals who have made
good faith reports or complaints of violations of this Code or other known or
suspected illegal or unethical conduct.

AMENDMENT, MODIFICATION AND WAIVER

This code may be amended or modified by the board of directors of the Company.
Only the board of directors or a committee of the board of directors with
specific delegated authority may grant waivers of this Code of Conduct and
Ethics. Waivers will be disclosed to stockholders as required by the Securities
Exchange Act of 1934 and the rules thereunder and the applicable rules of the
American Stock Exchange.

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VIOLATIONS

Violation of this Code of Conduct and Ethics is grounds for disciplinary action
up to and including termination of employment. Such action is in addition to any
civil or criminal liability which might be imposed by any court or regulatory
agency.

CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS

Attached hereto is the Code of Conduct and Ethics applicable to all directors,
officers and employees of the Company. The CEO and all senior financial
officers, including the CFO and principal accounting officer, are bound by the
provisions set forth therein relating to ethical conduct, conflicts of interest,
and compliance with law. In addition to the Code of Conduct and Ethics, the CEO
and senior financial officers are subject to the following additional specific
policies:

       1. Act with honesty and integrity, avoiding actual or apparent conflicts
between personal, private interests and the interests of the Company, including
receiving improper personal benefits as a result of his or her position.

       2. Disclose to the CEO and the Board of Directors of the Company any
material transaction or relationship that reasonably could be expected to give
rise to a conflict of interest.

       3. Perform responsibilities with a view to causing periodic reports and
documents filed with or submitted to the SEC and all other public communications
made by the Company to contain information that is accurate, complete, fair,
objective, relevant, timely and understandable, including full review of all
annual and quarterly reports.

       4. Comply with laws, rules and regulations of federal, state and local
governments applicable to the Company and with the rules and regulations of
private and public regulatory agencies having jurisdiction over the Company.

       5. Act in good faith, responsibly, with due care, competence and
diligence, without misrepresenting or omitting material facts or allowing
independent judgment to be compromised or subordinated.

       6. Respect the confidentiality of information acquired in the course of
performance of his or her responsibilities except when authorized or otherwise
legally obligated to disclose any such information; not use confidential
information acquired in the course of performing his or her responsibilities for
personal advantage.

       7. Share knowledge and maintain skills important and relevant to the
needs of the Company, its stockholders and other constituencies and the general
public.

       8. Proactively promote ethical behavior among subordinates and peers in
his or her work environment and community.

       9. Use and control all corporate assets and resources employed by or
entrusted to him or her in a responsible manner.

       10. Not use corporate information, corporate assets, corporate
opportunities or his or her position with the Company for personal gain; not
compete directly or indirectly with the Company.

       11. Comply in all respects with the Company's Code of Conduct and Ethics.

       12. Advance the Company's legitimate interests when the opportunity
arises. The board of directors will investigate any reported violations and will
oversee an appropriate response, including corrective action and preventative
measures. Any officer who violates this Code will face appropriate, case
specific disciplinary action, which may include demotion or discharge.

       Any request for a waiver of any provision of this Code must be in writing
and addressed to the Chairman of the Board of Directors of the Company. Any
waiver of this Code will be disclosed promptly on Form 8-K or any other means
approved by the Securities and Exchange Commission.

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