Exhibit
14.1





CODE
OF ETHICAL CONDUCT


OF
AMERICAN PETRO-HUNTER, INC.








INTRODUCTION





This Code
of Ethical Conduct (“Code”) applies to all directors, officers and employees
(“Company Personnel”) of American Petro-Hunter (the “Company”).





This Code
covers a wide range of financial and non-financial business practices and
procedures.  This Code does not cover every issue that may arise, but
it sets out basic principles to guide all Company Personnel.  If a law
or regulation conflicts with a policy in this Code, Company Personnel must
comply with that law or regulation.  If Company Personnel have any
questions about this Code or potential conflicts with a law or regulation, they
should contact the Company’s Board of Directors (the “Board”) or the Company’s
outside legal counsel.





Company
Personnel shall recognize that they hold an important and elevated role in
corporate governance.  They are uniquely capable and empowered to
ensure that the Company’s, its stockholders’ and other stakeholders’ interests
are appropriately balanced, protected and preserved.  Accordingly,
this Code provides principles to which Company Personnel are expected to adhere
and advocate.  The Code embodies rules regarding individual and peer
responsibilities, as well as responsibilities to the Company, the stockholders,
other stakeholders and the public.





Company
Personnel shall adhere to and advocate to the best of their knowledge and
ability the following principles and responsibilities governing their
professional and ethical conduct.





CONFLICT
OF INTEREST





Company
Personnel shall act with honesty and integrity, including the ethical handling
of actual or apparent conflicts of interest between personal and professional
relationships.  A “conflict of interest” exists when an individual’s
private interests interfere or conflict in any way (or even appear to interfere
or conflict) with the interests of the Company.  A “conflict of
interest” may also arise when a member of a person’s immediate family1 receives improper
personal benefits as a result of his or her position as a director of the
Company.





This Code
does not attempt to describe all possible conflicts of interest which could
develop.  Some of the more common conflicts from which Company
Personnel must refrain, however, are set forth below:





1.  Relationship of Company with
Third Parties.  Company Personnel may not engage in any conduct
or activities that are inconsistent with the Company’s best interests or that
disrupt or impair the Company’s relationship with any person or entity with
which the Company has or proposes to enter into a business or contractual
relationship.





2.  Compensation.  No
non-employee director shall receive compensation for services as a director of
the Company other than director’s fees and benefits.





1  NYSE
Rule 303A(2)(b) defines “immediate family” to include a person’s spouse,
parents, siblings, mothers-in-law, sons and daughters-in-law, brothers and
sisters-in-law, and anyone (other than employees) who share such person’s
home.





1


Exhibit
14.1


3.  Gifts.  Non-employee
directors and members of their families may not accept gifts from persons or
entities who deal with the Company in cases where the gift is being made in
order to influence the directors’ actions as a member of the Board or where
acceptance of the gifts could create the appearance of a conflict of interest or
impropriety.





4.  Personal Use of Company
Assets.  Company Personnel may not use Company assets, labor or
information for personal use unless approved by the Chairman of the Board,
President or other authorized officer or as part of a compensation or expense
reimbursement program available to all Company Personnel.





5.  Company
Loans.  Company Personnel may not accept or solicit loans or
guarantees of obligations from the Company.





CORPORATE
OPPORTUNITY





Directors
are prohibited from: (a) taking for themselves personally, opportunities related
to the Company’s business; (b) using the Company’s property, information or
position for personal gain; or (c) competing with the Company for business
opportunities; provided
however, if the Company’s disinterested directors determine that the
Company will not pursue an opportunity that relates to the Company’s business, a
director may do so.





COMPLIANCE
WITH LAWS, RULES AND REGULATIONS





Obeying
the law, both in letter and in spirit, is the foundation on which this Company's
ethical standards are built. Company Personnel must respect and obey the laws of
the cities, states and countries in which the Company operates. Although not all
Company Personnel 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, inasmuch as all Company Personnel are
expected to comply fully with all laws, rules, and regulations applicable to the
Company’s businesses and with all applicable company policies.





BOOKS
AND RECORDS





The
Company requires honest and accurate recording and reporting of information in
order to make responsible business decisions. Company Personnel must ensure that
all of the Company's books, records, accounts and financial statements meet the
highest standards of accuracy and completeness, appropriately reflect the
Company's transactions and conform both 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 in accordance with the minimum standards
set by the relevant federal, state and local government agencies and regulators.
In accordance with those policies, in the event of litigation or governmental
investigation please consult your supervisor, the CFO or the Company’s outside
counsel. Falsification of any record is prohibited and mistakes should never be
covered up. All mistakes should be immediately and fully disclosed and
corrected. If you detect or suspect improper record keeping, you should
immediately notify your supervisor, the CFO, the Chairman of the Board, or the
Company’s outside counsel.





CONFIDENTIALITY





It is a
violation of this Code to disclose confidential information entrusted to Company
Personnel by the Company or its customers, vendors, or partners, except when
disclosure is authorized or required by laws or regulations. If in doubt,
consult with the Company’s outside counsel. Confidential information includes
all non-public information that might be of use to competitors, or harmful to
the Company or its customers, if disclosed.




2


Exhibit
14.1


All
employees, officers, and directors must take reasonable steps to prevent
confidential information from being vulnerable to unauthorized access. The
obligation to preserve confidential information continues even after employment
ends.





The
obligation of Company Personnel to protect the Company's assets includes its
proprietary information. Proprietary information includes intellectual property
such as trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service plans, software that the Company has developed, databases,
records, salary information and any unpublished financial data and reports.
Unauthorized use or distribution of this information would violate Company
policy. It could also be illegal and result in civil or even criminal
penalties.





FINANCIAL
CODE PRINCIPLES AND RESPONSIBILITIES





The
preparation, evaluation, review or audit of financial statements must not
include fraudulent or deliberate errors.  All Company Personal must
ensure that there are not fraudulent or deliberate errors in the recording and
maintaining of financial records or deficiencies in or noncompliance with the
Company’s internal accounting controls.  Financial records, financial
reports and audit reports to or by senior management must be true and
correct.  Such reports must present full and fair representations of
the Company’s financial condition and results of operations.





When
disclosing information to constituents, provide them with information that is
accurate, complete, objective, relevant, timely and
understandable.  Reports and documents that the Company files with the
Securities and Exchange Commission (SEC) or releases to the public shall contain
full, fair, accurate, timely and understandable information.  The
principal executive officer and principal financial officer shall review the
annual and quarterly reports and certify and file them with the
SEC.





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





Achieve
responsible use of and control over all assets and resources employed by or
entrusted to them.





Promptly
report Code violations to the Company’s Chairman of the Board.





WAIVERS
OF THE CODE





Any
waiver of this Code may be made only by the Board and will be promptly disclosed
as required by law or the private regulatory body.  Requests for
waivers must be made in writing to the Company’s Chairman of the Board prior to
the occurrence of the violation of the Code.





REPORTING
OF VIOLATIONS OF THE CODE, ILLEGAL OR UNETHICAL BEHAVIOR





Company
Personnel should report observed violations of the Code and illegal or unethical
behavior to the Company’s Chairman of the Board.  All reports will be
treated in a confidential manner and it is the Company’s policy to not allow
retaliation for reports made in good faith of misconduct by
others.  The Company’s Board, upon advice of legal counsel, will lead
all investigations of alleged violations or misconduct.  Company
Personnel are expected to cooperate in internal investigations of misconduct and
violations of this Code.




3


Exhibit
14.1


DISCRIMINATION
AND HARASSMENT





The
diversity of the Company's employees is a tremendous asset. The Company is
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances.





HEATH
AND SAFETY





The
Company strives to provide each employee with a safe and healthy work
environment. Each employee has responsibility for following safety and health
rules and practices and reporting accidents, injuries and unsafe equipment,
practices or conditions. Violence and threatening behavior are not permitted.
Employees should report to work in condition to perform their duties, free from
the influence of illegal drugs or alcohol. The use of illegal drugs in the
workplace will not be tolerated.





VIOLATIONS
OF THE CODE





Company
Personnel who violate the standards of this Code will be subject to disciplinary
action, which may include termination of employment, civil action and/or
referral to law enforcement agencies for criminal prosecution.   4