Exhibit
14





Code of Ethics for Senior
Financial Officers





Introduction




This Code
of Ethics (the "Code") embodies the commitment of GeoGlobal Resources Inc. and
our subsidiaries (collectively the "Company") to promote honest and ethical
conduct and to conduct our business in accordance with all applicable laws,
rules and regulations and the highest ethical standards.  All Senior
Financial Officers (as hereinafter defined) are expected to adhere to the
principles and procedures set forth in this Code.  For purposes of
Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated
thereunder, this Code shall be our code of ethics for our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions (collectively, "Senior
Financial Officers").  This Code is separate and apart from, and in
addition to, any policies our Company may have in effect, from time to time,
relating to our Employees, Officers and Board of Directors.




This Code
strives to deter wrongdoing and promote the following six
objectives:




·
            Honest
      and ethical conduct;




·
            Avoidance
      of conflicts of interest;




·
            Full,
      fair, accurate, timely and transparent
  disclosure;




·
            Compliance
      with applicable government and self regulatory organization laws, rules
      and regulations;




·
            Prompt
      internal reporting of Code violations;
and




·
            Accountability
      for compliance with the Code.




A.         Code
Compliance and Reporting




Our
Senior Financial Officers should strive to identify and raise potential issues
before they lead to problems, and should ask about the application of this Code
whenever in doubt.  Any Senior Financial Officer who becomes aware of
any existing or potential violation of this Code should promptly notify the
Audit Committee of our Board (see Exhibit A attached hereto for contact
information) (we refer to such contacts as the "Appropriate Ethics
Contact").  Acting through our Board, we will take such disciplinary
or preventative action, as we deem appropriate to address any existing or
potential violation of this Code brought to our attention.




Any
questions relating to how these policies should be interpreted or applied should
be addressed to the Appropriate Ethics Contact.





B.         Personal
Conflicts of Interest




A
"personal conflict of interest" occurs when an individual's private interest
improperly interferes with the interests of the Company.  A conflict
of interest exists where the interests or benefits of a person or entity
conflict with the interests or benefits of our Company.  Personal
conflicts of interest, whether actual or apparent, are prohibited as a matter of
Company policy, unless they have been approved or waived by the
Company.  In particular, a Senior Financial Officer 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 person, including loans or guarantees of obligations, from any person or
entity.  Services to the Company should never be subordinated to
personal gain and advantage.  Conflicts of interest, whether actual or
apparent, should, to the extent possible, be avoided.




Any
Senior Financial Officer who is aware of a material transaction or relationship
that could reasonably be expected to give rise to a conflict of interest should
discuss the matter promptly with the Appropriate Ethics Contact.




Our
Company must report all material related party transactions under applicable
accounting rules, Federal securities laws and Commission rules and
regulations.







C.         Public
Disclosure




It is
Company policy that the information in our public communications, including our
filings made with the United States Securities and Exchange Commission
(“Commission”), be full, fair, accurate, timely and understandable and shall be
timely filed or communicated.  Our Senior Financial Officers, who are
involved in the Company's disclosure process, are responsible for acting in
furtherance of this Policy.  In particular, 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 about the Company to
others, whether within or outside the Company, including the Company's
independent auditors.




Acting on
our behalf, our Senior Financial Officers are required to evaluate the
effectiveness of the design and operation of our disclosure controls and
procedures within 90 days of the filing date of each periodic report we file
with the Commission and, based on their evaluation, arrive at a conclusion
whether these controls and procedures are effective and disclose whether there
were any significant changes in our Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.




Disclosure
controls and procedures are our Company's controls and other procedures that are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of 1934, as
amended, are recorded, processed, summarized and reported, within the time
periods specified in the Commission's rules and forms.  Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by our Company in
the reports that we file or submit under the Exchange Act are accumulated and
communicated to our Company's management as appropriate to allow timely
decisions regarding required disclosure.




D.         Compliance
with Laws, Rules and Regulations




It is
Company policy to comply with all applicable laws, rules and
regulations.  It is the personal responsibility of each Senior
Financial Officer to adhere to the standards and restrictions imposed by those
laws, rules and regulations.  No Senior Financial Officer may
interfere with or seek to improperly influence, directly or indirectly, the
auditing of our financial results or records.  If a Senior Financial
Officer is not aware or familiar with the laws, rules or regulations that apply
specifically to our business, they must request that the Appropriate Ethics
Contact provide such information.




Generally,
it is both illegal and against Company policy for any Senior Financial Officer
who is aware of material non-public information relating to the Company or any
other private or governmental issuer of securities to buy or sell any securities
of those issuers, or recommend that another person buy, sell or hold the
securities of those issuers.  Any Senior Financial Officer who is
uncertain about the legal rules involving his or her purchase or sale of any
Company securities or any securities in issuers with which he or she is familiar
by virtue of his or her work for the Company should consult with the Appropriate
Ethics Contact before making any such purchase or sale.




E.         Amendment,
Modification and Waiver




This Code
may be amended or modified by our Board.  Waivers of this Code may
only be granted by the Board or a committee of the Board with specific delegated
authority.  Waivers will be disclosed as required by the Securities
Exchange Act of 1934, as amended, and the rules promulgated thereunder and any
applicable rules relating to the maintenance of the listing of our securities on
any stock exchange.














EXHIBIT
A














Appropriate
Ethics Contact:





Audit
Committee


GeoGlobal
Resources Inc.


Attention:  Michael
J. Hudson


439
Mayfair Avenue


Ottawa,  Ontario


K1Y
0K7








Or via
e-mail at:   m_hudson@sympatico.ca