Exhibit 14.1 **QUEST
OIL CORPORATION**
 
 **CODE
OF BUSINESS CONDUCT AND ETHICS**
 
 **INTRODUCTION:**
 
 All
employees, officers and directors of Quest Oil Corporation (the ?Company?) are
responsible for conducting themselves in compliance with this Code of Business
Conduct and Ethics (the ?Code?). The Company adopted this Code in order to
assist the Company and its employees, officers and directors with the Company?s
goals of conducting its business and affairs in accordance with applicable laws,
rules and regulations and to promote honest and ethical conduct, including the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships .
 
 The
Company expects that any consultants or other service providers it retains will
adhere to the Code. In addition, for purposes of Section 406 of the
Sarbanes-Oxley Act of 2002 and the rules of the Securities and Exchange
Commission promulgated thereunder, Sections I through IV of the Code shall
constitute the Company?s code of ethics for ?Senior Financial Officers? (as
defined in Section I below).
 
 I.Compliance
and Reporting
 
 Employees,
officers and directors should strive to identify and raise potential issues
before they lead to problems for the Company and should ask about the
application of the Code whenever there is a question as to whether a violation
of the Code has occurred or will occur. Any employee or officer who becomes
aware of any existing or potential violation of the Code should promptly notify
the appropriate supervisor. Should the Chief Executive Officer, the Chief
Financial Officer and the Principal Accounting Officer (collectively, the
?Senior Financial Officers?) or any director become aware of an existing or
potential violation of the Code, he or she should promptly notify the Company?s
General Counsel or outside counsel, if no general counsel exists. The Company
shall take such disciplinary, corrective or preventative action as it deems
appropriate to address any existing or potential violation of this Code brought
to its attention.
 
 Confidentiality
regarding those who make compliance reports and those potentially involved is
maintained to the extent possible during a compliance investigation. The Company
does not tolerate retribution, retaliation or adverse personnel action of any
kind against any person for lawfully reporting a situation of potential
noncompliance with the Code, or providing to the Company or any law enforcement
or other governmental agency any information or assistance relating to the
commission or possible commission of any federal or state offense.
 
 The
Senior Financial Officers have a responsibility to create an environment within
the Company in which compliance with the Code is treated as a serious obligation
and in which violations Of the Code are not tolerated. The Senior Financial
Officers will establish and, if necessary, modify the procedures by which
violations of the Code are to be reported.
 
 
 II.Conflicts
of Interest
 
 All
business decisions must be made in the Company?s best interest. A ?conflict of
interest? arises when an individual?s judgment is or may be influenced by
considerations of improper personal gain or benefit to the individual or another
person. Even if no actual conflict of interest occurs, situations that create
the appearance of a conflict may harm the Company?s public relations or cause
other problems damaging to the Company, and, as such, also should be avoided.
Conflicts of interest are prohibited as a matter of Company policy, unless they
have been approved in advance by the Company.
 
 For
example, an employee, officer or director must never use or attempt to use his
or her position at the Company to obtain any improper personal benefit for
himself or herself, for his or her family members or for any other person,
including loans or guarantees of obligations, from any other person or entity.
In this regard, service to the Company should never be subordinated to personal
gain and advantage. To the extent possible, conflicts of interest always should
be avoided. Any employee, officer or director who is aware of a material
transaction or relationship that could reasonably be expected to give rise to a
conflict of interest should promptly discuss the matter with the General
Counsel.
 
 Transactions
with outside firms must be conducted within a framework established and
controlled by the executive level of the Company. Business dealings with outside
firms should not result in unusual gains for those firms or their employees.
Unusual gain refers to bribes, product bonuses, special fringe benefits, unusual
price breaks, and other windfalls designed to ultimately benefit either the
outside firm, its employee, or both. Promotional plans that could be interpreted
to involve unusual gain require specific executive-level approval.
 
 An actual
or potential conflict of interest occurs when an employee is in a position to
influence a decision that may result in a personal gain for that employee or for
a relative as a result of the Company?s business dealings. For the purposes of
this policy, a relative is any person who is related by blood or marriage, or
whose relationship with the employee is similar to that of persons who are
related by blood or marriage.
 
 No
?presumption of guilt? is created by the mere existence of a relationship with
outside firms. However, if employees have any influence on transactions
involving purchases, contracts, or leases, it is imperative that they disclose
to an officer of the Company as soon as possible the existence of any actual or
potential conflict of interest so that safeguards can be established to protect
all parties.
 
 Personal
gain may result not only in cases where an employee or relative has an ownership
interest in a firm with which the Company does business, but also when an
employee or relative receives any kickback, bribe, substantial gift or special
consideration from any Company, customer or vendor. Any employee who receives a
gift from a customer or vendor must advise his or her supervisor immediately. If
the supervisor determines that the gift is of a normal and customary nature
(e.g., not excessively expensive), the employee may retain the gift. If the gift
is determined by the supervisor to be excessive, the employee must return the
gift with a brief explanation that it is against the Company?s policy for
employees to accept gifts of an excessive nature. Employees who do not report
the receipt of gifts to their immediate supervisor will be subject to
disciplinary action up to and including termination. In addition, employees who
solicit gifts will be subject to disciplinary action, up to and including
termination.
 
 In
addition, as a result of their close relationships to the Company and its
business, the Senior Financial Officers have a special responsibility to:
refrain, without the approval of the Board of directors, from transacting
business with the Company through any entity in which the officer or a member of
his or her immediate family owns all or a controlling interest; refrain, without
the approval of the Board of directors, from participating in other employment
or serving as a director for other organizations if such activity reasonably
could be expected to interfere with the officer?s ability to act in the best
interests of the Company or reasonably could be expected to require the officer
to use proprietary, confidential or non-public information of the Company;
refuse gifts, favors or hospitality that would influence or appear to influence
the recipient to act other than in the best interests of the Company; and report
to the Board of directors any existing or potential director positions they
hold, including positions on non-profit or charitable organization boards of
directors.
 
 III.Public
Disclosure
 
 It is the
Company?s policy that the information in its public communications and
disclosures, including its filings with the SEC, be full, fair, accurate, timely
and understandable. All employees, officers and directors who are involved in
the Company?s disclosure process, including the Senior Financial Officers, are
responsible for acting in furtherance of this policy. Specifically, these
individuals are required to maintain familiarity with the disclosure
requirements applicable to the Company and are prohibited from knowingly
misrepresenting, omitting or causing others to misrepresent or omit, material
facts regarding the Company to others, whether within or outside the Company,
including the Company?s independent accountants. In addition, any employee,
officer or director who has a supervisory role in the Company?s disclosure
process has an obligation to diligently discharge his or her
responsibilities.
 
 The
Senior Financial Officers, in particular, must act in good faith and with due
care and diligence in connection with the preparation of the Company?s public
disclosures. The Senior Financial Officers must ensure that the financial
statements and reports submitted to the SEC are full, fair, accurate, timely and
understandable. The Senior Financial Officers must also promptly report any
irregularities or deficiencies in the Company?s internal controls for financial
reporting to the Board of directors.
 
 IV.Compliance
with Laws, Rules and Regulations
 
 It is the
Company?s policy to comply with all applicable laws, rules and regulations. It
is the personal responsibility of each employee, officer and director to adhere
to the standards and restrictions imposed by those laws, rules and
regulations.
 
 It is
both illegal and against Company policy for any employee, officer or director
who is aware of material, nonpublic information relating to the Company, any of
the Company?s customers or clients or any other private or governmental issuer
or securities, to purchase or sell any securities of those issuers, or recommend
that another person purchase, sell or hold the securities of those
issuers.
 
 In
general, information is ?material? if it could affect a person?s decision to
purchase, sell or hold a company?s securities. Material information includes,
for example, a company?s anticipated earnings, plans to acquire or sell
significant assets and changes in senior executives. Employees, officers and
directors should try to limit transactions to times when it can reasonably be
assumed that all material information about a company has been disclosed. All
employees, and officers and directors of the Company in particular, should
consult with the General Counsel regarding the safest times to trade in the
Company?s securities. In addition, employees, officers and directors may not
disclose material, nonpublic information about the Company or another company to
any person (i) inside the Company, unless they need to know the information for
legitimate business purposes, or (ii) outside of the Company, unless prior
approval is obtained from management in consultation with the General Counsel.
Bear in mind that this information belongs to the Company and no person may
misappropriate it for anyone?s benefit. Providing a ?tip? based on material,
nonpublic information is unethical and illegal, and is prohibited, even if you
do not profit from it. All employees must obtain clearance from the General
Counsel prior to trading in the Company?s securities.
 
 Other
laws, rules, regulations and Company policies to which employees, officers and
directors are subject relate to business practices. For example, employees,
officers and directors may not misrepresent facts, contractual terms or Company
policies to a stockholder, service provider or regulator. Even if done
inadvertently, you must correct the misrepresentation as soon as possible after
consulting with the General Counsel. In addition, employees, officers and
directors must adhere to appropriate procedures governing the retention and
destruction of the Company?s records, consistent with applicable laws,
regulations, Company policies and business needs. No person should destroy,
alter or falsify any document that may be relevant to a threatened or pending
lawsuit or governmental investigation. You should consult with, and follow the
instructions of, the General Counsel in these situations.
 
 Employees,
officers and directors must also comply with the U.S. Foreign Corrupt Practices
Act, which prohibits American businesses, and in many cases their foreign
subsidiaries, from offering, paying or authorizing payment to foreign government
officials, political parties or their officials, or political
candidates.
 
 The
Senior Financial Officers, in particular, have a responsibility to ensure
Compliance with the applicable rules and regulations of federal, state and local
governments and of appropriate public and private regulatory agencies or
organizations.
 
 In
addition to adhering to established Company policies and procedures, these
individuals must take steps to ensure that other employees and officers follow
such policies and procedures.
 
 Any
employee, officer or director who is uncertain about the Legal rules and
regulations to which he or she or the Company is subject should consult with the
General Counsel.
 
 V.Employment
Practices
 
 In making
employment and personnel decisions, the company employment decisions must be
based only on an employee?s or applicant?s qualifications, demonstrated skills
and achievements without regard to race, color, sex, religion, national origin,
age, disability, veteran status, citizenship, sexual orientation, gender
identity or marital status.
 
 All
employees are entitled to be treated with respect and dignity. Management must
not tolerate harassment of, or by, any employee in situations involving another
employee, stockholder, service provider or business associate.
 
 Employees,
officers and directors must not engage in conduct that could be construed as
sexual harassment, which may include, for example, unwelcome sexual advances,
offensive touching, sexually suggestive statements, offensive jokes, requests
for sexual favors or other verbal or physical conduct of a sexual
nature.
 
 Any
person who believes he or she has been harassed in the course of performing his
or her employment with the Company should notify the General Counsel. Company
policy prohibits retaliation against any individual who complains of, or reports
an instance of, harassment or participates in an investigation of a harassment
complaint.
 
 VI.Corporate
Opportunities
 
 Employees,
officers and directors owe a duty to the Company to advance the Company?s
legitimate business interests when the opportunity to do so arises. In this
regard, employees, officers and directors are prohibited from (i) taking for
themselves personally (or directing to a third party) business opportunities
that are discovered through the use of Company property, information or position
(unless the Company has already been offered the opportunity and rejected it);
(ii) using Company property, information or position for improper personal gain;
and (iii) competing with the Company.
 
 It may be
difficult to decipher whether or not a particular personal benefit is proper, as
sometimes both personal and Company benefits may be derived from certain
activities. The best course of action in these circumstances is to consult with
the General Counsel.
 
 VII.Confidentiality
 
 In
carrying out the Company?s business, employees, officers and directors may learn
confidential or proprietary information about the Company or third parties.
Employees, officers and directors must maintain the confidentiality of all
information entrusted to them, except when disclosure is authorized or legally
mandated. Confidential or proprietary information includes, for example, any
nonpublic information concerning the Company, including its business,
properties, financial performance, results or prospects, and any nonpublic
information provided by a third party with the expectation or contractual
agreement that the information will be kept confidential and used solely for the
business purpose for which it was conveyed. Employees, officers and directors
are required to secure from unauthorized access and public view documents under
their control that contain confidential or proprietary information. When such
information is discarded, appropriate steps must be taken to ensure proper and
complete destruction.
 
 In
addition, employees, officers and directors are prohibited from taking
confidential or proprietary information with them upon termination of employment
with the Company or from using or disclosing such information for any purpose
elsewhere, including with a different employer or company. Any confidential or
proprietary information must be promptly returned to the Company upon
termination of employment or affiliation with the Company.
 
 VIII.Fair
Dealing
 
 Company
policy is to conduct business fairly through honest Business competition and the
Company does not seek competitive Advantages through unethical or illegal
business practices. Each employee, officer and director should endeavor to deal
fairly with the Company?s stockholders, service providers, competitors and
employees. No employee, officer or director should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation or omission of material facts or any other practice involving
unfair dealing.
  IX.Protection
and Proper Use of Company Assets
 
 All
employees, officers and directors should protect the Company?s assets and ensure
their efficient use. It is Important to bear in mind that theft, carelessness
and waste have a direct impact on the Company?s profitability. Thus, all assets
of the Company should be used only for legitimate business
purposes.
 
 X.Waivers
of the Code
 
 The
Company may elect to waive certain provisions of the Code on a case-by-case
basis. Any employee, officer or director who would like to request a waiver of
one or more of the Code?s provisions must discuss the matter with the General
Counsel. Waivers for executive officers and directors of the Company only may be
granted by the Board of directors or a committee of the Board.
 
 XI.Specific
Written Agreements
 
 To the
extent there is any conflict or inconsistency between the provisions of this
Code and any specific written agreements with the Company (which agreements are,
have been or will be approved by the Company?s board of directors), the terms of
such written agreements will control the conduct of the parties and such conduct
will not be considered to be in conflict with any provisions of this
Code.