CODE
OF ETHICS AND BUSINESS CONDUCT





The Board
maintains policies and procedures that represent both the code of ethics for the
Chief Executive Officer, Chief Financial Officer, and the Chief Accounting
Officer under SEC rules and the code of business and ethics for directors,
officers, and employees under NYSE listing standards. The Code applies to all
directors, officers, and employees.





ETHICS
POLICY





The
policy of Southfield Energy Corporation is to comply with all governmental laws,
rules, and regulations applicable to business.





The
Corporation’s Ethics policy does not stop there. Even where the law is
permissive, the Corporation chooses the course of highest integrity. Local
customs and traditions differ from place to place, and this must be recognized.
But honesty is not subject to criticism in any culture. Shades of dishonesty
simply invite demoralizing and reprehensible judgments. A well-founded
reputation for scrupulous dealing is itself a priceless corporate
asset.





The
Corporation cares how results are obtained, not just that they are obtained.
Directors, officers, and employees should deal fairly with each other and with
the Corporation’s suppliers, customers, competitors, and other third
parties.





The
Corporation expects compliance with its standard of integrity throughout the
organization and will not tolerate employees who achieve results at the cost of
violation or who deal unscrupulously. The Corporation’s directors and officers
support, and expect the Corporation’s employees to support, any employee who
passes up an opportunity or advantage that would sacrifice ethical
standards.





It is the
Corporation’s policy that all transactions will be accurately reflected in the
books and records. This, of course, means that falsification of books and
records and the creation or maintenance of any off-the-record bank accounts are
strictly prohibited. Employees are expected to record all transactions
accurately in the Corporation’s books and records, and to be honest and
forthcoming with Management and independent auditors.





The
Corporation expects candor from employees at all levels and adherence to its
policies and internal controls. One harm which results when employees conceal
information from higher management or the auditors is that other employees think
that they are given a signal that the Corporation’s policies and internal
controls can be ignored when they are inconvenient. That can result in
corruption and demoralization of an organization. The Corporation’s system of
management will not work without honesty, including honest bookkeeping, honest
budget proposals, and honest economic evaluation of projects.










It is the
Corporation’s policy to make full, fair, accurate, timely, and understandable
disclosure in reports and documents that the company files with the United Sates
Securities and Exchange Commission, and other public communications. All
employees are responsible for reporting material information known to them to
higher management so that the information will be available to senior executives
responsible for making disclosure decisions.





CONFLICTS OF INTEREST
POLICY





It is the
policy of Southfield Energy Corporation that directors, officers, and employees
are expected to avoid any actual or apparent conflict between their own personal
interests and the interests of the Corporation. A conflict of interest can arise
when a director, officer, or employee takes actions or has personal interests
that may interfere with his or her objective and effective performance of work
for the Corporation. For example, directors, officers, and employees are
expected to avoid actual or apparent conflict in dealings with suppliers,
customers, competitors, and other third parties. Directors, officers, and
employees are expected to refrain from taking for themselves opportunities
discovered through their use of corporate assets or through their positions with
the Corporation. Directors, officers, and employees are expected to avoid
securities transactions based on material, nonpublic information learned through
their positions with the Corporation. Directors, officers, and employees are
expected to refrain from competing with the Corporation.





CORPORATE ASSETS
POLICY





It is the
policy of Southfield Energy Corporation that directors, officers, and employees
are expected to protect the assets of the Corporation and use them efficiently
to advance the interests of the Corporation. Those assets include tangible
assets and intangible assets, such as confidential information of the
Corporation. No director, officer, or employee should use or disclose at any
time during or subsequent to employment or other service to the Corporation,
without proper authority or mandate, confidential information obtained from any
source in the course of the Corporation’s business. Examples of confidential
information include nonpublic information about the Corporation’s plans,
earnings, financial forecasts, business forecasts, discoveries, competitive
bids, technologies, and personnel.





DIRECTORSHIPS
POLICY





It is the
policy of Southfield Energy Corporation to restrict the holding by officers and
employees of directorships that would involve a conflict of interest with, or
interfere with, the discharge of the officer’s or employee’s duties to the
Corporation. Any officer may hold directorships in nonaffiliated organizations,
unless such directorships would involve a conflict of interest with, or
interfere with, the discharge of the officer’s or employee’s duties to the
Corporation, or obligate the Corporation to provide support to the nonaffiliated
organizations. All directorships in public companies held by directors of the
Corporation are subject to review and approval by the Board of Directors of the
Corporation.










PROCEDURES AND OPEN DOOR
COMMUNICATION





Southfield
Energy Corporation encourages employees to ask questions, voice concerns, and
make appropriate suggestions regarding the business practices of the
Corporation. Employees are expected to report to management suspected violations
of law, policies, and internal control procedures.





Management
is ultimately responsible for the investigations of and appropriate response to
reports of suspected violations of law, policies, and the Corporation’s internal
control procedures. Management has primary responsibility for investigating
violations of the Corporation’s internal controls, with assistance from others,
depending on the subject matter of the inquiry. The persons who investigate
suspected violations are expected to exercise independent and objective
judgment.





Normally,
an employee should discuss such matters with the employee’s immediate
supervisor. Each supervisor is expected to be available to subordinates for that
purpose.  If an employee is dissatisfied following review with the
employees immediate supervisor, that employee is encouraged to request further
reviews, in the presence of the supervisor or otherwise. Reviews should continue
to the level of management appropriate to resolve the issue.





Suspected
violations of law or the Corporation’s policies involving a director or
executive officer, as well as any concern regarding questionable accounting or
auditing matters, should be referred directly to Board of Directors. Employees
may also address communications to individual directors or to the directors as a
group by writing to them at Southfield Energy Corporation, 1240 Blalock Road,
Suite 150, Houston, Texas 77055, USA, or such other addresses as the Corporation
may designate and publish from time to time.