Exhibit 99.1

VERACITY MANAGEMENT GLOBAL, INC

AUDIT COMMITTEE CHARTER

(as adopted by the Audit Committee and Board of Directors on February12, 2008

ORGANIZATION

There shall be a committee of the Board of Directors to be known as theAudit Committee. The Audit Committee shall consist of at least three independent membersof the Board of Directors, who serve at the pleasure of the Board. The Board of Directorsshall designate the Audit Committee members and the Committee Chair. The Audit Committeeshall be composed of directors who are independent of the management of the corporationand are free of any relationship that, in the opinion of the Board of Directors, wouldinterfere with their exercise of independent judgment as Committee members.

Members of the Audit Committee should be considered independent if theyhave no relationship to the corporation which may interfere with the exercise of theirindependent judgment. One director who has such a relationship which could interfere withthe exercise of their independent judgment (the “non-independent director), may beappointed to the Audit Committee, if the Board under exceptional and limited circumstancesdetermines that membership on the Committee by the individual is required by the bestinterest of the corporation and its shareholders, and the Board discloses in the nextannual proxy statement subsequent to such determination, the nature of the relationshipand the reasons for that determination; provided, however, that the non-independentdirector may not, other than in his or her capacity as a member of the Audit Committee,the Board of Directors, or any other Board committee: (a) accept directly or indirectlyany consulting, advisory, or other compensatory fee from the corporation or any subsidiarythereof, provided that, unless the rules of the NASDAQ provide otherwise, compensatoryfees do not include the receipt of fixed amounts of compensation under a retirement plan(including deferred compensation) for prior service with the corporation (provided thatsuch compensation is not contingent in any way on continued service); or (b) be anaffiliated person of the corporation or any subsidiary thereof.

The following are examples of relationships which members of the AuditCommittee may have which may interfere with the exercise of their independence frommanagement and the corporation:

1. A director being employed by the corporation or any of itsaffiliates for the current year or any of the past three years, other than prioremployment as an interim Chairman of the Board or CEO;

2. A director or immediate family member of the director accepting anycompensation in excess of $120,000 from the corporation or any of its affiliates otherthan compensation set forth under Section IM 4200 – Rule 4200(a)(15) and specified inRule 4350(c)(1) of the NASDAQ Company Guide;

3. A director being a member of the immediate family of an individualwho is, or has been in any of the past three years, employed by the corporation or any ofits affiliates as an executive officer;

4. A director being a partner in, or a controlling shareholder or anexecutive officer of, any for profit business organization to which the corporation made,or from the which the corporation received payments that exceed 5% of theorganization’s consolidated gross revenues for that year, or $200,000, whichever ismore, in any of the most recent three fiscal years;

A director or immediate family member of such director being employedas an executive of another company where any of the corporation’s executives duringthe most recent three fiscal years served on that company’s compensation committee.

6. A director who is, or has an immediate family member who is, a current partner ofthe corporation’s outside auditor, or was a partner or employee of thecorporation’s outside auditor who worked on the corporation’s audit at any timeduring any of the past three years.

MEETINGS

The Audit Committee must meet at least four times annually and may meetmore frequently as circumstances may require. The Audit Committee should meet at leastannually with management, independent accountants and internal auditors, in separateexecutive sessions to discuss any matters that the Audit Committee or each of the entitiesbelieve should be discussed privately. Agendas for Audit Committee meetings must beapproved in advance by a majority of the members of the Audit Committee. Special meetingsof the Audit Committee outside of those regularly scheduled may only be called with theprior approval of a majority of the members of the Audit Committee.

DIRECTOR QUALIFICATIONS

All members of the Committee shall be able to read and understandfundamental financial statements, including the corporation’s balance sheet, incomestatement, and cash flow statement. Committee members may enhance their familiarity withfinance and accounting by participating in educational programs conducted by thecorporation or an outside consultant. At least one member of the Committee shall have pastemployment experience in finance or accounting, requisite professional certification inaccounting, or any other comparable experience or background which results in theindividual’s financial sophistication, including being or having been a chiefexecutive officer, chief financial officer or other senior officer with financialoversight responsibilities. In addition, the Audit Committee will endeavor to have onemember who will be deemed to be an “audit committee financial expert”, as thatterm is defined by the Securities and Exchange Commission (“SEC”).

STATEMENT OF POLICY - PURPOSE

The Audit Committee shall assist the Board of Directors in fulfillingtheir responsibility to the shareholders, potential shareholders, investment community,the public and any governmental body relating to corporate accounting, reporting practicesof the corporation, the quality and integrity of the financial reports, legal complianceand ethics that management of the corporation and the Board have established. It is theresponsibility of the Audit Committee to maintain free and open communication between thedirectors, the independent auditors, the internal auditors and the financial management ofthe corporation to encourage continuous improvement of and adherence to thecorporation’s policies, procedures and practices.

RESPONSIBILITIES AND DUTIES

In carrying out its responsibilities, the Audit Committee believes itspolicies and procedures should remain flexible, to best react to changing conditions andensure the directors and shareholders that corporate accounting and reporting practices ofthe corporation are in accordance with all legal requirements and are of the highestquality.

In carrying out these responsibilities, the Audit Committee will:

1. Review and update this Charter annually.

2. Review and determine the selection of independent accountants toaudit the financial statements of the corporation, its divisions and subsidiaries.

3. Review and approve fees and other compensation to be paid to theindependent accountants.

4. Review and discuss with the independent accountants all significantrelationships the accountants have with the corporation to verify the accountants’independence.

5. Review the performance of the independent accountants and approveany discharge of the independent accounts when circumstances so warrant.

6. Meet with the independent accountants and financial management ofthe corporation to review the scope of the proposed audit for the current year and theaudit procedures to be utilized.

7. At the conclusion of the audit, meet with the independentaccountants to review the audit, their comments and recommendations.

8. Review with the independent accountants, the corporation’sinternal auditor, and financial and accounting personnel, the integrity, adequacy andeffectiveness of the accounting and financial controls of the corporation, and itsinternal and external financial reporting practices and processes and receive and reviewany recommendations for the improvement of such internal control procedures, reportingpractices and processes or areas where new or more detailed controls or procedures aredesirable.

9. Review the internal audit function of the corporation including theinternal auditor, independence and authority of its reporting obligations, the proposedaudit plans for the coming year, and the coordination of such plans with the independentauditors.

10. Receive and review a summary of findings from completed internalaudits.

11. Review and meet separately with management, independentaccountants, and internal auditors to discuss any significant difficulties encounteredduring the course of the audits, including but not limited to restrictions on scope ofwork, access to information, disagreements among management, independent accountants andinternal auditors in connection with preparation of financial statements, and any changein accounting principles.

12. Meet separately with internal auditors and independent accountants,without members of management present to discuss independent accountants’ or internalauditors’ evaluation of the corporation’s financial, accounting and auditingpersonnel, cooperation received during the audit, and any matters which may be brought tothe attention of the Audit Committee.

13. Review with financial management of the corporation and theindependent auditor their qualitative judgments about the appropriateness of theaccounting principles and financial disclosure practices used or proposed to be adopted bythe AICPA about the degree of aggressiveness or conservatism of its accounting principlesand underlying estimates.

14. Review the financial statements contained in the annual report toshareholders and all quarterly reports with management and the independent accountants todetermine that the independent accountants are satisfied with the disclosure and contentof the financial statements to be presented to shareholders.

15. Prepare a report, as prescribed by SEC Rules, to be included in thecorporation’s annual proxy or information statement, stating, among other things:

(a) whether the Committee has reviewed anddiscussed the audited financial statements with management;
(b) whether the Committee has discussed with theindependent accountant the matters required to be discussed by SAS 61, as modified orsupplemented; 
(c) whether the Committee has received thewritten disclosures and the letter from the independent accountant required byIndependence Standards Board Standard No. 1, as may be modified or supplemented, and 
(d) whether the Committee has discussed with theindependent accountant the independent accountant’s independence; 
(e) whether, based upon the review anddiscussions in subparagraphs (a) through (d), above, the Committee recommended to theboard that the audited financial statements be included in the corporation’s annualreport for the last fiscal year for filing with the SEC; and
(f) the name of each member of the Committeebelow the above information in the Report.
16. Consult with the independent accountant to ensure that theindependent accountant reviews the financial information included in thecorporation’s quarterly reports prior to the corporation’s filing such reportswith the SEC.

17. Review accounting and financial human resources and successionplanning within the corporation.

18. Establish, review and update a code of ethical conduct applicableto the accounting and financial personnel of the corporation and ensure management hasestablished a system to enforce such code.

19. Review management’s monitoring of the corporation’scompliance with such code of ethical conduct and ensures that a proper review system is inplace to satisfy legal reporting requirements.

20. Review with the corporation’s legal counsel any compliancematter, including corporate securities trading, or any legal matter which could havesignificant impact on the corporation’s financial statements.

21. Submit the minutes of all meetings of the Audit Committee to, ordiscuss the matters discussed at each Committee meeting with, the Board of Directors.

22. Investigate any matter brought to the attention of the AuditCommittee within the scope of its duties, with the power to retain outside independentcounsel, accountants, or others for this purpose if, in its judgment, that is appropriate.

23. Perform any other activities consistent with this Charter, thecorporation’s by-laws and governing law, as the Audit Committee or the Board ofDirectors deems necessary or appropriate.

24. Establish written procedures for the receipt, retention andtreatment of complaints on accounting, internal accounting controls or auditing matters,as well as for the confidential, anonymous submissions by corporation employees ofconcerns regarding questionable accounting or auditing matters.

AUTHORITY TO ENGAGE ADVISORS; FUNDING

The Audit Committee shall engage such independent legal counsel andsuch accounting or other expert advisors as the Audit Committee deems necessary to carryout its duties. The Audit Committee shall receive appropriate funding, as determined bythe Audit Committee, from the corporation for payment of (a) compensation to thecorporation’s independent external auditors (or other public accounting firm engagedfor the purpose of preparing or issuing an audit report or performing other audit, reviewor attestation services for the corporation), (b) compensation to the outside legal,accounting or other expert advisors employed by the Audit Committee in the fulfillment ofits duties and (c) ordinary administrative expenses of the Audit Committee that arenecessary or appropriate to carry out its duties. The Audit Committee has sole authorityto approve the fees and other retention terms of such legal, accounting and other expertadvisors.