EX-14
                       CODE OF ETHICS

                       CODE OF ETHICS
                            OF
                  CITY CAPITAL CORPORATION

Section I
Statement of General Fiduciary Principles

This Code of Ethics (the "Code") has been adopted by City Capital
Corporation (the "Corporation"), a Nevada corporation, in compliance
with Rule 17j-1 under the Investment Company Act of 1940 (the "Act").
The purpose of the Code is to establish standards and procedures for
the detection and prevention of activities by which persons having
knowledge of the investments and investment intentions of the
Corporation may abuse their fiduciary duty to the Corporation, and
otherwise to deal with the types of conflict of interest situations to
which Rule 17j-1 is addressed.

The Code is based on the principle that the directors and officers of
the Corporation owe a fiduciary duty to the Corporation to conduct
their personal securities transactions in a manner that does not
interfere with the Corporation's transactions or otherwise take unfair
advantage of their relationship with the Corporation.  All directors,
officers and employees of the Corporation ("Covered Personnel") are
expected to adhere to this general principle as well as to comply with
all of the specific provisions of this Code that are applicable to
them.

Technical compliance with the Code will not automatically insulate any
Covered Personnel from scrutiny of transactions that show a pattern of
compromise or abuse of the individual's fiduciary duty to the
Corporation.  Accordingly, all Covered Personnel must seek to avoid
any actual or potential conflicts between their personal interests and
the interests of the Corporation and its shareholders.  In sum, all
Covered Personnel shall place the interests of the Corporation before
their own personal interests.

All Covered Personnel must read and retain this Code of Ethics.

Section II
Definitions

(A)  "Access Person" means any director, officer, general partner or
Advisory Person (as defined below) of the Corporation.

(B) An "Advisory Person" of the Corporation means:  (i) any employee
of the Corporation, or any entity in a Control (as defined below)
relationship to the Corporation, who in connection with his, her or
its regular functions or duties makes, participates in, or obtains
information regarding the purchase or sale of any Covered Security (as
defined below) by the Corporation, or whose functions relate to the
making of any recommendation with respect to such purchases or sales;
and (ii) any natural person in a Control relationship with the
Corporation who obtains information concerning recommendations made to
the Corporation with regard to the purchase or sale of any Covered
Security by the Corporation.

(C)  "Beneficial Ownership" is interpreted in the same manner as it
would be under Rule 16a-1(a)(2) under the Securities Exchange Act of
1934 (the "1934 Act") in determining whether a person is a beneficial
owner of a security for purposes of Section 16 of the 1934 Act and the
rules and regulations thereunder.

(D)  "Chief Compliance Officer" means the Chief Compliance Officer of
the Corporation.  The Chief Compliance Officer initially is Gary Borglund.

(E)  "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the Act.

(F)  "Covered Security" means a security as defined in Section
2(a)(36) of the Act, which includes: any note, stock, treasury stock,
security future, bond, debenture, evidence of indebtedness,
certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, preorganization certificate
or subscription, transferable share, investment contract, voting-trust
certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas, or other mineral rights, any put,
call, straddle, option, or privilege on any security (including a
certificate of deposit) or on any group or index of securities
(including any interest therein or based on the value thereof), or any
put, call, straddle, option, or privilege entered into on a national
securities exchange relating to foreign currency, or, in general, any
interest or instrument commonly known as a "security," or any
certificate of interest or participation in, temporary or interim
certificate for, receipt for, guarantee of, or warrant or right to
subscribe to or purchase, any of the foregoing; PROVIDED, HOWEVER,
that "Covered Security" does not include: (i) direct obligations of
the Government of the United States; (ii) bankers' acceptances, bank
certificates of deposit, commercial paper and high quality short-term
debt instruments, including repurchase agreements; and (iii) shares
issued by open-end investment companies registered under the Act.

References to a Covered Security in this Code (e.g., a prohibition or
requirement applicable to the purchase or sale of a Covered Security)
shall be deemed to refer to and to include any warrant for, option in,
or security immediately convertible into that Covered Security, and
shall also include any instrument that has an investment return or
value that is based, in whole or in part, on that Covered Security
(collectively, "Derivatives").  Therefore, except as otherwise
specifically provided by this Code: (i) any prohibition or requirement
of this Code applicable to the purchase or sale of a Covered Security
shall also be applicable to the purchase or sale of a Derivative
relating to that Covered Security; and (ii) any prohibition or
requirement of this Code applicable to the purchase or sale of a
Derivative shall also be applicable to the purchase or sale of a
Covered Security relating to that Derivative.

(G)  "Independent Director" means a director of the Corporation who is
not an "interested person" of the Corporation within the meaning of
Section 2(a)(19) of the Act.

(H)  "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933 (the "1933 Act"), the
issuer of which, immediately before the registration, was not subject
to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

(I)  "Investment Personnel" of the Corporation means:  (i) any
employee of the Corporation (or of any company in a Control
relationship with the Corporation) who, in connection with his or her
regular functions or duties, makes or participates in making
recommendations regarding the purchase or sale of securities by the
Corporation; and (ii) any natural person who controls the Corporation
and who obtains information concerning recommendations made to the
Corporation regarding the purchase or sale of securities by the
Corporation.

(J)  "Limited Offering" means an offering that is exempt from
registration under the 1933 Act pursuant to Section 4(2) or Section
4(6) thereof or pursuant to Rule 504, Rule 505, or Rule 506
thereunder.

(K)  "Security Held or to be Acquired" by the Corporation means:  (i)
any Covered Security which, within the most recent 15 days:  (A) is or
has been held by the Corporation; or (B) is being or has been
considered by the Corporation for purchase by the Corporation; and
(ii) any option to purchase or sell, and any security convertible into
or exchangeable for, a Covered Security described in Section II (K)(i).

(L)  "17j-1 Organization" means the Corporation.

Section III
Objective and General Prohibitions

Covered Personnel may not engage in any investment transaction under
circumstances in which the Covered Personnel benefits from or
interferes with the purchase or sale of investments by the
Corporation.  In addition, Covered Personnel may not use information
concerning the investments or investment intentions of the
Corporation, or their ability to influence such investment intentions,
for personal gain or in a manner detrimental to the interests of the
Corporation.

Covered Personnel may not engage in conduct that is deceitful,
fraudulent or manipulative, or that involves false or misleading
statements, in connection with the purchase or sale of investments by
the Corporation.  In this regard, Covered Personnel should recognize
that Rule 17j-1 makes it unlawful for any affiliated person of the
Corporation, in connection with the purchase or sale, directly or
indirectly, by the person of a Security Held or to be Acquired by the
Corporation to:

(i) employ any device, scheme or artifice to defraud the Corporation;

(ii) make any untrue statement of a material fact to the Corporation
or omit to state to the Corporation a material fact necessary in order
to make the statements made, in light of the circumstances under which
they are made, not misleading;

(iii) engage in any act, practice or course of business that operates
or would operate as a fraud or deceit upon the Corporation; or

(iv) engage in any manipulative practice with respect to the
Corporation.

Covered Personnel should also recognize that a violation of this Code
or of Rule 17j-1 may result in the imposition of: (1) sanctions as
provided by Section VIII below; or (2) administrative, civil and, in
certain cases, criminal fines, sanctions or penalties.

Section IV
Prohibited Transactions

(A) An Access Person may not purchase or otherwise acquire direct or
indirect Beneficial Ownership of any Covered Security, and may not
sell or otherwise dispose of any Covered Security in which he or she
has direct or indirect Beneficial Ownership, if he or she knows or
should know at the time of entering into the transaction that: (1) the
Corporation has purchased or sold the Covered Security within the last
15 calendar days, or is purchasing or selling or intends to purchase
or sell the Covered Security in the next 15 calendar days; or (2) an
outside adviser has within the last 15 calendar days considered
purchasing or selling the Covered Security for the Corporation or
within the next 15 calendar days intend to consider purchasing or
selling the Covered Security for the Corporation.

(B) Investment Personnel of the Corporation must obtain approval from
the Corporation before directly or indirectly acquiring Beneficial
Ownership in any securities in an Initial Public Offering or in a
Limited Offering.  Such approval must be obtained from the Chief
Compliance Officer, unless he is the person seeking such approval, in
which case it must be obtained from the President of the 17j-1
Organization.

(C) No Access Person shall recommend any transaction in any Covered
Securities by the Corporation without having disclosed to the Chief
Compliance Officer his or her interest, if any, in such Covered
Securities or the issuer thereof, including: the Access Person's
Beneficial Ownership of any Covered Securities of such issuer; any
contemplated transaction by the Access Person in such Covered
Securities; any position the Access Person has with such issuer; and
any present or proposed business relationship between such issuer and
the Access Person (or a party in which the Access Person has a
significant interest).

Section V
Reports by Access Persons

(A) Personal Securities Holdings Reports.

All Access Persons shall within 10 days of the date on which they
become Access Persons, and thereafter, within 30 days after the end of
each calendar year, disclose the title, number of shares and principal
amount of all Covered Securities in which they have a Beneficial
Ownership as of the date the person became an Access Person, in the
case of such person's initial report, and as of the last day of the
year, as to annual reports.  A form of such report, which is
hereinafter called a "Personal Securities Holdings Report," is
attached as Schedule A.  A Personal Securities Holdings Report shall
be in the form of Schedule A or such other form approved by the Chief
Compliance Officer.  Each Personal Securities Holdings Report must
also disclose the name of any broker, dealer or bank with whom the
Access Person maintained an account in which any securities were held
for the direct or indirect benefit of the Access Person as of the date
the person became an Access Person or as of the last day of the year,
as the case may be.  Each Personal Securities Holdings Report shall
state the date it is being submitted.

(B) Quarterly Transaction Reports.

Within 10 days after the end of each calendar quarter, each Access
Person shall make a written report to the Chief Compliance Officer of
all transactions occurring in the quarter in a Covered Security in
which he or she had any Beneficial Ownership.  A form of such report,
which is hereinafter called a "Quarterly Securities Transaction
Report," is attached as Schedule B.

A Quarterly Securities Transaction Report shall be in the form of
Schedule B or such other form approved by the Chief Compliance Officer
and must contain the following information with respect to each
reportable transaction:

(1) Date and nature of the transaction (purchase, sale or any other
type of acquisition or disposition);

(2) Title, interest rate and maturity date (if applicable), number of
shares and principal amount of each Covered Security involved and the
price of the Covered Security at which the transaction was effected;

(3) Name of the broker, dealer or bank with or through whom the
transaction was effected; and

(4) The date the report is submitted by the Access Person.

(C) Independent Directors.

Notwithstanding the reporting requirements set forth in this Section
V, an Independent Director who would be required to make a report
under this Section V solely by reason of being a director of the
Corporation is not required to file a Personal Securities Holding
Report upon becoming a director of the Corporation or an annual
Personal Securities Holding Report.  Such an Independent Director also
need not file a Quarterly Securities Transaction Report unless such
director knew or, in the ordinary course of fulfilling his or her
official duties as a director of the Corporation, should have known,
that during the 15-day period immediately preceding or after the date
of the transaction in a Covered Security by the director such Covered
Security is or was purchased or sold by the Corporation or the
Corporation or the Adviser considered purchasing or selling such
Covered Security.

(D) Brokerage Accounts and Statements.

Access Persons, except Independent Directors, shall:

(1) within 10 days after the end of each calendar quarter, identify
the name of the broker, dealer or bank with whom the Access Person
established an account in which any securities were held during the
quarter for the direct or indirect benefit of the Access Person and
identify any new account(s) and the date the account(s) were
established.  This information shall be included on the appropriate
Quarterly Securities Transaction Report.

(2) instruct the brokers, dealers or banks with whom they maintain
such an account to provide duplicate account statements to the Chief
Compliance Officer.

(3) on an annual basis, certify that they have complied with the
requirements of (1) and (2) above.

(E) Form of Reports.

A Quarterly Securities Transaction Report may consist of broker
statements or other statements that provide a list of all personal
Covered Securities holdings and transactions in the time period
covered by the report and contain the information required in a
Quarterly Securities Transaction Report.

(F) Responsibility to Report.

It is the responsibility of each Access Person to take the initiative
to comply with the requirements of this Section V.  Any effort by the
Corporation to facilitate the reporting process does not change or
alter that responsibility.  A person need not make a report hereunder
with respect to transactions effected for, and Covered Securities held
in, any account over which the person has no direct or indirect
influence or control.

(G) Where to File Reports.

All Quarterly Securities Transaction Reports and Personal Securities
Holdings Reports must be filed with the Chief Compliance Officer.

(H) Disclaimers.

Any report required by this Section V may contain a statement that the
report will not be construed as an admission that the person making
the report has any direct or indirect Beneficial Ownership in the
Covered Security to which the report relates.

Section VI
Additional Prohibitions

(A) Confidentiality of the Corporation's Transactions.

Until disclosed in a public report to shareholders or to the
Securities and Exchange Commission in the normal course, all
information concerning the securities "being considered for purchase
or sale" by the Corporation shall be kept confidential by all Covered
Personnel and disclosed by them only on a "need to know" basis.  It
shall be the responsibility of the Chief Compliance Officer to report
any inadequacy found in this regard to the directors of the Corporation.

(B) Outside Business Activities and Directorships.

Access Persons may not engage in any outside business activities that
may give rise to conflicts of interest or jeopardize the integrity or
reputation of the Corporation.  Similarly, no such outside business
activities may be inconsistent with the interests of the Corporation.
All directorships of public or private companies held by Access
Persons shall be reported to the Chief Compliance Officer.

(C) Gratuities.

Covered Personnel shall not, directly or indirectly, take, accept or
receive gifts or other consideration in merchandise, services or
otherwise of more than nominal value from any person, firm,
corporation, association or other entity other than such person's
employer that does business, or proposes to do business, with the
Corporation.

Section VII
Annual Certification

(A) Access Persons.

Access Persons who are directors, managers, officers or employees of
the Corporation shall be required to certify annually that they have
read this Code and that they understand it and recognize that they are
subject to it.  Further, such Access Persons shall be required to
certify annually that they have complied with the requirements of this Code.

(B) Board Review.

No less frequently than annually, the Corporation must furnish to the
Corporation's board of directors, and the board must consider, a
written report that: (A) describes any issues arising under this Code
of Ethics or procedures since the last report to the board, including,
but not limited to, information about material violations of the Code
or procedures and sanctions imposed in response to material
violations; and (B) certifies that the Corporation has adopted
procedures reasonably necessary to prevent Access Persons from
violating the Code.

Section VIII
Sanctions

Any violation of this Code shall be subject to the imposition of such
sanctions by the 17j-1 Organization as may be deemed appropriate under
the circumstances to achieve the purposes of Rule 17j-1 and this
Code.  The sanctions to be imposed shall be determined by the board of
directors, including a majority of the Independent Directors.
Sanctions may include, but are not limited to, suspension or
termination of employment, a letter of censure and/or restitution of
an amount equal to the difference between the price paid or received
by the Corporation and the more advantageous price paid or received by
the offending person.

Section IX
Administration and Construction

(A) The administration of this Code shall be the responsibility of the
Chief Compliance Officer.

(B) The duties of the Chief Compliance Officer are as follows:

(1) Continuous maintenance of a current list of the names of all
Access Persons with an appropriate description of their title or
employment, and informing all Access Persons of their reporting
obligations hereunder;

(2) On an annual basis, providing all Covered Personnel with a copy of
this Code and informing such persons of their duties and obligations
hereunder including any supplemental training that may be required
from time to time;

(3) Maintaining or supervising the maintenance of all records and
reports required by this Code;

(4) Preparing listings of all transactions effected by Access Persons
who are subject to the requirement to file Quarterly Securities
Transaction Reports and reviewing such transactions against a listing
of all transactions effected by the Corporation;

(5) Issuing, either personally or with the assistance of counsel as
may be appropriate, any required or desirable interpretations of this
Code in a manner consistent with the objectives of Rule 17j-1 and this
Code;

(6) Conducting such inspections or investigations as shall reasonably
be required to detect and report, with recommendations, any apparent
violations of this Code to the board of directors of the Corporation;

(7) Submitting written reports to the board of directors of the
Corporation, no less frequently than annually, that describe any
issues arising under this Code since the last such report, including
but not limited to the information described in Section VII (B); and

(C) The Chief Financial Officer shall maintain and cause to be
maintained in an easily accessible place at the principal place of
business of the 17j-1 Organization, the following records:

(1) A copy of all codes of ethics adopted by the Corporation pursuant
to Rule 17j-1 that have been in effect at any time during the past
five (5) years;

(2) A record of each violation of such codes of ethics and of any
action taken as a result of such violation for at least five (5) years
after the end of the fiscal year in which the violation occurs;

(3) A copy of each report made by an Access Person for at least two
(2) years after the end of the fiscal year in which the report is
made, and for an additional three (3) years, in a place that need not
be easily accessible;

(4) A copy of each report made by the Chief Compliance Officer to the
board of directors for two (2) years from the end of the fiscal year
of the Corporation in which such report is made or issued and for an
additional three (3) years, in a place that need not be easily
accessible;

(5) A list of all persons who are, or within the past five (5) years
have been, required to make reports pursuant to Rule 17J-1 and this
Code of Ethics, or who are or were responsible for reviewing such
reports;

(6) A copy of each report required by Section VII (B) for at least two
(2) years after the end of the fiscal year in which it is made, and
for an additional three (3) years, in a place that need not be easily
accessible; and

(7) A record of any decision, and the reasons supporting the decision,
to approve the acquisition by Investment Personnel of securities in an
Initial Public Offering or Limited Offering for at least five (5)
years after the end of the fiscal year in which the approval is
granted.

(D) This Code may not be amended or modified except in a written form
that is specifically approved by majority vote of the Independent
Directors.

This Code of Ethics initially was adopted and approved by the Board of
Directors of the Corporation on April 19, 2005.

SCHEDULE A
PERSONAL SECURITIES HOLDINGS REPORT

(1)  I have read and understand the Code of Ethics of City
Capital Corporation (the "Code"), recognize that the provisions of the
Code apply to me and agree to comply in all respects with the
procedures described therein.  Furthermore, if during the past
calendar year I was subject to the Code, I certify that I complied in
all respects with the requirement of the Code as in effect during that
year.  Without limiting the generality of the foregoing, I certify
that I have identified all new securities accounts established during
each calendar quarter.

(2)  I also certify that the following securities brokerage
and commodity trading accounts are the only brokerage or commodity
accounts in which I trade or hold Covered Securities in which I have a
direct or indirect Beneficial Ownership interest, as such terms are
defined by the Code, and that I have requested that the firms at which
such accounts are maintained send duplicate account statements to the
Chief Compliance Officer.

Title of Covered      Number of     Principal     Broker, Dealer   Date Opened
Security               Shares        Amount           or Bank





Date of Report:                           Print Name:

Date Submitted:                           Signature:

SCHEDULE B
QUARTERLY SECURITIES TRANSACTION REPORT

The following lists all transactions in Covered Securities, in which I
had any direct or indirect Beneficial Ownership interest, that were
effected during the last calendar quarter and required to be reported
by Section V (A) of the Code.  (If no such transactions took place
write "NONE".)  Please sign and date this report and return it to the
Chief Compliance Officer no later than the 10th day of the month
following the end of the quarter.  Use reverse side if additional
space if needed.

PURCHASES AND ACQUISITIONS

Trade     No. of     Interest     Name of    Unit Price   Total Price   Broker,
Date      Shares or   Rate        Security                              Dealer
          Principal    and                                              or Bank
           Amount    Maturity
                      Date

SALES AND OTHER DISPOSITIONS

Trade     No. of   Interest Rate   Name of   Unit Price    Total Price  Broker,
Date      Shares or        and         Security                         Dealer,
          Principal    Maturity                                           or
         Amount          Date                                            Bank

NEW ACCOUNTS ESTABLISHED DURING THE QUARTER

Name of Broker,                  Name of Account            Date Established
Dealer or Bank                  and Account Number

Date of Report:                       Name (please print):


Date Submitted:                       Signature: