Exhibit 14.1

                             AMENDED CODE OF ETHICS
                                       FOR
                            FALCON NATURAL GAS CORP.

     This  Code  of  Ethics  (the "Code") is adopted by Falcon Natural Gas Corp.
(the  "Company")  for purposes of Section 406 of the Sarbanes-Oxley Act of 2002.

APPLICABILITY OF THE CODE

     The  Code applies to the Company's chief executive officer, chief financial
officer and principal accounting officer and such other finance, accounting, tax
or  internal  audit  personnel as the chief executive officer or chief financial
officer  may from time to time designate (the "Covered Persons") for the purpose
of  promoting:

     -    Honest  and  ethical conduct, including the ethical handling of actual
          or  apparent  conflicts  of interest between personal and professional
          relationships;
     -    Full,  fair, accurate, timely and understandable disclosure in reports
          and  documents  that  the  Company  files  with,  or  submits  to, the
          Securities  and  Exchange  Commission  (the "SEC") and in other public
          communications  made  by  the  Company;
     -    Compliance  with  applicable  laws  and  governmental  rules  and
          regulations;
     -    The  prompt  internal  reporting  of  violations  of  the  Code  to an
          appropriate  person  or  persons  identified  in  the  Code;  and
     -    Accountability  for  adherence  to  the  Code.

     Each Covered Person should adhere to a high standard of business ethics and
should  be  sensitive  to  situations  that  may  give rise to actual as well as
apparent  conflicts  of  interest.

HONEST AND ETHICAL CONDUCT

     The  personal  interest of a Covered Person should not be placed improperly
before  the  interests  of  the  Company. A "conflict of interest" occurs when a
Covered  Person's  private  interest  interferes  with  the interests of, or the
Covered  Person's  service  to, the Company. For example, a conflict of interest
would  arise  if  a  Covered Person, or a member of the Covered Person's family,
receives improper personal benefits as a result of the Covered Person's position
with  the  Company.

     In  performing  his  or her duties, each of the Covered Persons will act in
accordance  with  high  standards of honest and ethical conduct including taking
appropriate actions to permit and facilitate the ethical handling and resolution
of  actual  or  apparent conflicts of interest between personal and professional
relationships.

     In  addition,  each  of  the Covered Persons will promote high standards of
honest  and  ethical  conduct  among  employees who have responsibilities in the
areas  of  accounting,  audit,  tax, and financial reporting and other employees
throughout  the  Company.

     Each  Covered  Person  must:

     -    Not  use  his  or her personal influence or personal relationships for
          his  or  her  own  personal  benefit  to the detriment of the Company;
     -    Not  cause the Company to take action, or fail to take action, for the
          individual  personal  benefit  of  the  Covered Person rather than the
          benefit  of  the  Company;  and
     -    Report  at  least  annually  his  or  her  affiliations  or  other
          relationships  that  could  potentially present a conflict of interest
          with  the  Company.

FULL, FAIR, ACCURATE, TIMELY, AND UNDERSTANDABLE DISCLOSURE

     In  performing his or her duties, each of the Covered Persons will endeavor
to  promote,  and  will  take  appropriate  action  within  his  or her areas of
responsibility  to  cause  the Company to provide, full, fair, accurate, timely,
and  understandable  disclosure  in reports and documents that the Company files
with  or  submits  to  the  SEC  and  in other public communications made by the
Company.  Each  Covered Person may, to the extent appropriate within the Covered
Person's  area  of responsibility and to the extent deemed necessary in the sole
discretion  of  the Covered Person, consult with other officers and employees of
the  Company  with  the  goal  of  promoting  such  disclosure.

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     In  performing  his or her duties, each of the Covered Persons will, within
his  or  her areas of responsibility, engage in, and seek to promote, full, fair
and  accurate  disclosure  of  financial  and other information to, and open and
honest  discussions  with,  the  Company's  outside  auditors.

     Each  Covered  Person  must:

     -    Become  familiar with the disclosure requirements generally applicable
          to  the  Company;  and
     -    Not  knowingly  misrepresent,  or  cause others to misrepresent, facts
          about the Company to others, whether within or outside of the Company,
          including  to  the  Company's auditors, and to governmental regulators
          and  self-regulatory  organizations.

COMPLIANCE WITH APPLICABLE GOVERNMENTAL LAWS, RULES, AND REGULATIONS

     In  performing his or her duties, each of the Covered Persons will endeavor
to comply, and take appropriate action within his or her areas of responsibility
to  cause  the  Company to comply, with applicable governmental laws, rules, and
regulations  and  applicable  rules  and  regulations  of  self-regulatory
organizations.

     Each  of  the  Covered  Persons will promptly provide the Company's general
counsel  or the Company's board of directors with information concerning conduct
the Covered Person reasonably believes to constitute a material violation by the
Company,  or  its  directors  or  officers,  of  the  securities  laws, rules or
regulations  or  other  laws,  rules,  or regulations applicable to the Company.

REPORTING VIOLATIONS OF THE CODE

     Each  Covered Person will promptly report any violation of this Code to the
Company's  general counsel or to the Company's board of directors. Failure to do
so  is  itself  a  violation  of  the  Code.

WAIVER AND AMENDMENT OF THE CODE

     The  Company's  board  of  directors,  will have the authority to approve a
waiver  from  any  provision  of  this  Code. The Company will publicly disclose
information concerning any waiver or an implicit waiver of this Code as required
by  applicable  law.  A waiver means the approval of a material departure from a
provision  of  this  Code.  The  Company  will publicly disclose any substantive
amendment  of  this  Code  as  required  by  applicable  law.

ACCOUNTABILITY FOR ADHERENCE TO THE CODE

     The  Company's board of directors will assess compliance with this Code and
take  immediate  and  appropriate  action on any violations of this Code. If the
board  of  directors delegates the duty to assess compliance with this Code to a
committee  of  the  board of directors, such committee will report violations of
this  Code  to  the  board  of directors, and, based upon the relevant facts and
circumstances,  recommend  to  the  board  of  directors  appropriate  action. A
violation  of  this Code may result in disciplinary action including termination
of  employment.

Each Covered Person must:

     -    Affirm  in  writing  to the board of directors that the Covered Person
          has  received,  read  and  understands  the  Code;
     -    Annually  thereafter affirm to the board of directors that the Covered
          Person  has  complied  with  the  requirements  of  the  Code;  and
     -    Not  retaliate against any other Covered Person or any employee of the
          Company  or its affiliated persons for reports of potential violations
          of  the  Code  that  are  made  in  good  faith.

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