EX-99
                     AUDIT COMMITTEE CHARTER

                     AUDIT COMMITTEE CHARTER
                              OF
                    CITY CAPITAL CORPORATION

Section I
Statement of General Principles

The Audit Committee is currently comprised of two outside
independent directors.

Richard Overdorf, Chairman, and

Patrick Charles.

The purpose of the Committee is to appoint, compensate, evaluate and
terminate the Company's independent accountants, and to provide
assistance to the Board in fulfilling its oversight responsibility
with respect to:

     - the integrity and quality of the financial statements of the
       Company;

     - evaluation of the internal controls of the Company;

     - the performance of the Company's internal audit function and
       the independent accountants;

     - the independent accountants' qualifications and independence;

     - compliance by the Company with legal and regulatory
       requirements;

     - evaluation of the Company's effectiveness for assessing,
       mitigating and controlling significant business risks; and

     - compliance with the Company's code of ethics.

The Audit Committee meets regularly with financial management and
independent auditors to review financial reporting and accounting
and financial controls of the Company.  The Audit Committee reviews
and gives prior approval for fees and non-audit related services of
the independent auditors.  The Company's financial management and
independent auditors have unrestricted access to the Audit Committee
and meet with the Audit Committee without other management
representatives present to discuss the results of their examinations
and their opinions.  The Audit Committee also has the power to
conduct internal audits and investigations, receives recommendations
or suggestions for changes in accounting procedures, and initiates
or supervises any special investigations it may choose to
undertake.  Each year, the Audit Committee recommends to the Board
the selection of a firm of independent auditors.

The Securities and Exchange Commission (the "SEC") has adopted
standards with respect to independence and financial experience of
the members of the Audit Committee.  The standards require that all
of the members of audit committees be independent and that they all
be able to read and understand fundamental financial statements,
including balance sheets, income statements and cash flow
statements.  Additionally, at least one member of the committee must
be deemed to be the "audit committee financial expert."  The
financial expert is to be knowledgeable in the application of
generally accepted accounting principles, the understanding and
preparation of financial statements, accounting for estimates,
accruals and reserves, internal accounting controls and audit
committee functions.  Such knowledge is to have been obtained
through past education and experience in positions of financial
oversight.  We believe the Chairman of our Audit Committee, Richard
Overdorf, has such experience and he has therefore been designated
the "audit committee financial expert."  All members of the Audit
Committee satisfy the criteria for both independence and experience.

The Audit Committee reports to the board on its activities and
findings.  The Board has adopted a written charter for the Audit
Committee on April 19, 2005.

Section II
Statement of Charter

Authority

The Audit Committee (the "Committee") of the Board of Directors (the
"Board") of City Capital Corporation, a Nevada corporation (the
"Company") is established pursuant to the Company's Bylaws and the
Nevada Revised Statutes.

The Committee is granted the authority to investigate any activity
of the Company, and all employees are directed to cooperate as
requested by the members of the Committee. The Committee has the
authority to retain, at the Company's expense, special legal,
accounting or other consultants or experts it deems necessary in the
performance of its duties.

Composition

The Committee shall be comprised of at least two Directors who are
independent of the management and operating executives, and free
from any relationship that would interfere with the exercise of his
or her independent judgment. Committee members shall meet the
independence and experience requirements of the Securities and
Exchange Commission (the "SEC"), as they may be modified and
supplemented from time to time. No member of the Committee may
receive any direct or indirect consulting, advisory or other
compensatory fee from the Company other than payment for services as
a Director or as a member of a Committee of the Board of Directors.

The Board of Directors shall appoint members of the Committee,
including the Committee Chairman. All members shall have sufficient
financial experience and ability to enable them to discharge their
responsibilities and at least one of the Committee members shall
qualify as an "audit committee financial expert" in accordance with
the requirements of the SEC.

Meetings

The Committee is to meet as many times as the Committee deems
necessary, but at a minimum, twice a year. The presence of both
members of the Committee shall be required to constitute a quorum.
In addition, the "audit committee financial expert" will discuss the
Company's financial results with the independent public accountants
and management on a quarterly basis.

The Chairman is to meet, at least annually, outside of normal
meeting times, with management and external auditors to:

1.  Clearly agree on mutual expectations;

2.  Agree on an annual detailed plan of Committee activities; and

3.  Agree on nature, extent, and timing of Committee information
needs.

It is the responsibility of the Chairman to schedule all meetings of
the Committee and to provide the committee with a written agenda at
least one week prior to all meetings.

Attendance

As necessary or desirable, the Committee may request that members of
management or representatives of the independent public accountants
be present at meetings of the Committee.

Additional attendees at Committee meetings are to include the
following:

1.  The Company's Chief Financial Officer is to attend meetings and
to report, at least annually, on the results of audits, the current
audit schedule, and annual audit plan;

2.  The Company's outside general counsel shall report, at least
annually, to the Committee or Committee Chairman on legal matters
that may have a significant impact on the Company's financial
statements;

3.  The Chief Financial Officer shall report, at least annually, to
the Committee on issues relating to financial reporting; and

4.  The Committee or the "audit committee financial expert" shall
meet with the independent public accountants and the Chief Financial
Officer in separate executive sessions to discuss any matters that
the Committee or these groups believe should be discussed privately
with the Committee.

Minutes

The Secretary or Assistant Secretary of the Company will prepare the
minutes of each meeting and send a copy of the minutes to the
Committee members and the Company Directors who are not members of
the Committee.

Duties and Responsibilities

The Committee shall be empowered in accordance with its judgment,
with the following Duties and Responsibilities:

1.  Review and evaluate the effectiveness of the Company's
processes for assessing, mitigating and controlling significant
business risks.

2.  At least annually, consider and review with management, the
independent public accountants and the Chief Financial Officer the
effectiveness of the Company's internal controls.

3.  Ensure that the independent public accountants and Chief
Financial Officer keep the Committee and management informed about
any fraud, illegal acts, and deficiencies in internal control.

4.  Review with the independent public accountants and the Chief
Financial Officer coordination of their respective audit effort and
coverage.

5.  Make its independent perspective available to management for
consultation in the resolution of financial statement issues and for
discussion on significant judgment matters.

6.  Review annually the adequacy of the Company's liability
insurance coverage and review the Company's policies with respect to
risk assessment and risk management.

7.  Review annually with the Company's independent public
accountants and/or Chief Financial Officer, as applicable, audits of
any employee benefit plans to determine that there are proper
Company procedures to ensure compliance with all relevant laws and
regulations.

8.  The Committee shall provide a copy of the Audit Committee
charter and a report in the Company's proxy statement, as and when
required by Item 306 of Regulation S-K and Item 7(e)(3) of Schedule 14A.

9.  In conjunction with the review of all financial statements,
review the quality of accounting principles and/or critical
accounting policies adopted by the Company, and discuss with the
Company's independent public accountants how the Company's
accounting principles and/or critical accounting policies compare
with those used by the Company's peers or leaders in its industry
and whether all alternative accounting treatments of financial
information within generally accepted accounting principles have
been discussed with management, including the ramifications of use
of such alternative disclosures, along with consideration of the
treatment preferred by the Company's independent public accountants.

10.  Assess the internal processes for managing financial statement
risk areas.

11.  Review with financial management and the independent public
accountants financial statements, interim reports, SEC filings and
other documents (including earnings press releases) containing the
Company's financial statements, prior to their filing or release. If
not performed by the entire Committee, the reviews relating to
interim financial results may be done by the "audit committee
financial expert" with subsequent reporting to the Committee. All
reviews are to encompass:

     - Significant transactions not a normal part of the Company's
       operations and key accounting decisions affecting the Company's
       financial statements, including alternatives to, and the
       rationale for, the decisions made;

     - Review and discuss with management and the Company's
       independent public accountants the audited consolidated
       financial statements and Management's Discussion and Analysis
       in the Company's Annual Report on Form 10-KSB (or the Annual
       Report to Shareholders if distributed prior to the filing of
       Form 10-KSB) and the interim financial results in the Company's
       quarterly report on Form 10-QSB prior to filing with the SEC,
       and review with the Company's independent public accountants
       the results of the annual audit and the quarterly review and
       the matters required to be discussed by Statement of Auditing
       Standards ("SAS") No. 61, as amended;

     - Changes, if any, during the period in the Company's accounting
       principles or their application; and

     - Adjustments proposed by the independent public accountants.

12.  Periodically review with management financial reporting
policies and financial information and earnings guidance provided to
any analysts and rating agencies.

13.  Periodically review the adequacy and performance of the
Company's finance organization.

14.  Review, prior to filing each annual and quarterly financial
report, all material off-balance sheet transactions, arrangements,
obligations, and other relationships of the Company.

15.  Select the independent public accountants to examine the
Company's accounts, controls and financial statements. The Committee
shall have the sole authority and responsibility to select,
evaluate, and if necessary replace, the independent public
accountants, including resolving any disagreements between
management and the Company's independent public accountants
regarding financial reporting.

16.  Review and approve, prior to the annual audit, the scope and
general extent of the independent public accountant's audit. Approve
the fees and other significant compensation to be paid to the
independent public accountants.

17.  Assess the independent public accountants' process for
identifying and responding to key audit and internal control risks.

18.  At least annually, obtain and review a report by the
independent public accountants describing the internal quality-
control procedures and any material issues raised by the most recent
internal-quality control review.

19.  Review the independent public accountants' identification of
business and financial statement risks and exposures.

20.  The Committee shall periodically discuss with the Company's
independent public accountant whether, in accordance with generally
accepted accounting principles and the rules of the SEC, all
material correcting adjustments identified by the Company's
independent public accountant are reflected in the Company's
financial statements.

21.  Review the independence of the independent public accountants,
giving additional consideration to the range of audit and non-audit
services performed by them. Obtain a formal written statement
describing any relationships between the independent public
accountants and the Company and its management consistent with
Independence Standards Board Standard Number 1.

22.  The Committee shall approve all engagements for non-audit
services by the independent public accountant prior to the
commencement of services. The Committee may designate a member of
the Committee to represent the entire Committee for purposes of
approval of non-audit services, subject to review by the full
Committee at its next regularly scheduled meeting.

23.  Instruct the independent public accountants that the Committee
expects to be advised if there are any areas that require its
special attention.

24.  Review with the Company's management and independent public
accountants the Company's general policies and procedures to
reasonably assure itself of the adequacy of internal accounting and
financial reporting controls.

25.  Evaluate the cooperation received from management and
accounting personnel by the independent public accountants during
their audit, including their access to all requested records, data
and information. Also, elicit the comments of management regarding
the responsiveness of the independent public accountants to the
Company's needs. Inquire of the independent public accountants
whether there have been any disagreements with management which if
not satisfactorily resolved would have caused them to issue a
nonstandard report on the Company's financial statements.

26.  Discuss with the independent public accountants the quality of
the Company's financial and accounting personnel, and relevant
recommendations which the independent public accountants may have.

27.  Discuss with the independent public accountants the "letter of
comments and recommendations" and their comments thereon, and review
written responses of management to the "letter of comments and
recommendations" from the independent public accountants. Topics to
be considered during this discussion include improving internal
financial controls, the quality of earnings, and a review of
accounting policies and management reporting systems.

28.  Determine whether the Company has an effective process for
determining risks and exposures from litigation and claims from
noncompliance with laws and regulations.

29.  Review with the Company's outside general counsel any legal,
tax or regulatory matters that may have a material impact on the
Company's operations and financial statements.

30.  Establish procedures in the Company's Code of Ethics for the
receipt and consideration of complaints received by the Company
regarding accounting, internal controls, and auditing and establish
and maintain procedures for the confidential, anonymous submission
by employees of the Company of concerns regarding any questionable
accounting or auditing matters.

31.  Review in-house policies and procedures for regular review of
officers' expenses and perquisites, including any use of corporate
assets. Inquire as to the results of the review, and, if
appropriate, review a summary of the expenses and perquisites of the
period under review.

32.  The Committee shall recommend whether each year's financial
statements should be included in the Company's Annual Report.

33.  Apprise the Board of Directors, through minutes and special
presentations as necessary, of significant developments in the
course of performing the above duties.

34.  Review and approve all related-party transactions affecting
management or any board member.

35.  Set policies for the hiring of employees or former employees of
the Company's independent public accountant.

36.  Recommend to the Board of Directors any appropriate extension
or changes in the duties of the Committee or to the Committee
charter. To facilitate review of Committee activities, duties and
charter, the Committee shall:

     - Periodically survey the Board of Directors, management and
       independent public accountants on the role of the Committee to
       identify possible changes and revisions;

     - Complete a self-assessment process annually and review the
       results with the Board of Directors,  management and external
       auditors. The charter should be re-evaluated in light of
       assessment results.

     - Review and reassess the adequacy of the Charter on an annual
       basis.

While the Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Committee to conduct audits
or to determine that the Company's financial statements are complete
and accurate and are in accordance with generally accepted
accounting principles, which is the responsibility of management and
the independent public accountants. It is also the responsibility of
management to assure compliance with laws and regulations and the
Company's corporate policies with oversight by the Committee in
areas covered by this Charter.