- Quarterly Report (10-Q)

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 2008

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________

COMMISSION FILE NUMBER: 33-5902

CITY CAPITAL CORPORATION
(Exact Name of Company as Specified in its Charter)

 Nevada 22-2774460
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
 or Organization) Identification No.)

2000 Mallory Lane, Suite 130-301, Franklin, Tennessee 37067
(Address of Principal Executive Offices)

(877) 367-1463
(Company's Telephone Number)

(Former Name, Former Address, and Former Fiscal Year, if Changed
Since Last Report)

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes No X .

As of November 11, 2008, the Company had 3,797,973 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION PAGE

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS AS OF
SEPTEMBER 30, 2008

(UNAUDITED) AND DECEMBER 31, 2007 (AUDITED) 4

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER

 30, 2007 6

 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED) FOR THE NINE MONTHS ENDED
 SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007 8

 NOTES TO CONDENSED CONSOLIDATED
 FINANCIAL STATEMENTS (UNAUDITED) 10

 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS 25

 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
 ABOUT MARKET RISK 35

 ITEM 4. CONTROLS AND PROCEDURES 35

 ITEM 4(T). CONTROLS AND PROCEDURES 35

PART II - OTHER INFORMATION

 ITEM 1. LEGAL PROCEEDINGS 36

 ITEM 1A. RISK FACTORS 37

 ITEM 2. UNREGISTERED SALES OF EQUITY
 SECURITIES AND USE OF PROCEEDS 37

 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 37

 ITEM 4. SUBMISSION OF MATTERS TO A VOTE
 OF SECURITY HOLDERS 37

 ITEM 5. OTHER INFORMATION 37

ITEM 6. EXHIBITS 38

SIGNATURE 39

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCAL STATEMENTS.

CITY CAPITAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

 September 30, December 31,
 2008 2007
 (Unaudited) (Audited)
ASSETS
Current Assets:
Cash $ 115,998 $ 45,499
Restricted cash - security deposits 9,024 13,728
Rent receivable 7,829 8,743
Prepaids 14,317 --
Note receivable 9,150 --
Note receivable - related party 2,066,311 2,131,780
Inventory - homes for sale 149,426 --
Other asset 9,212 3,719
 ___________ __________
 Total current assets 2,381,267 2,203,469

Fixed asset, net of accumulated depreciation of $6,000
and $1,375 at September 30,2008 and December 31, 2007, respectively 164,000 163,625
Intangible assets, net of accumulated amortization of $69,525
and $32,113 at September 30, 2008 and December 31, 2007, respectively 7,090 44,502
Goodwill 148,146 148,146
 ___________ __________
 Total Assets $ 2,700,503 $ 2,559,742
 ____________ ___________
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Accounts payable and accrued expenses $ 211,575 $ 311,371
Security deposits 7,799 10,695
Accrued consulting - related party 95,694 195,694
Unsecured liability including accrued interest of $16,667 and $0
 at September 30, 2008 and December 31, 2007, respectively 620,803 604,582
Notes payable including accrued interest of $74,410 and
$590,374 at September 30, 2008 and December 31, 2007,
respectively 3,165,153 1,980,008
Convertible debentures including interest of $54,342 and $5,700
at September 30, 2008 and December 31, 2007, respectively 159,342 35,700
Debt derivative 93,440 150,269
 __________ _________
 Total current liabilities 4,353,806 3,288,319

Long Term Liabilities:
Convertible debentures, non-current including interest of
$0 and $41,160 at September 30, 2008
and December 31, 2007, respectively -- 116,160
 __________ __________
 Total liabilities 4,353,806 3,404,479

Stockholders' Deficit:
Preferred stock: $0.001 par value, designated as Series A;
authorized 15,000,000 shares; none issued and outstanding
at September 30, 2008 and December 31, 2007, respectively -- --
Common stock: $0.001 par value; authorized 235,000,000
shares; issued and outstanding 5,723,858 and 2,524,252 at
September 30, 2008 and December 31, 2007, respectively 5,724 2,524
Additional paid-in capital 9,707,443 8,690,453
Accumulated deficit (11,359,621) (9,549,737)
Non-controlling interest (4,734) --
Stock payable (2,115) 12,023
 ___________ __________
 Total stockholders' deficit (1,653,303) (844,737)
Total liabilities and stockholders' deficit $ 2,700,503 $ 2,559,742
 ___________ ___________

See Accompanying Notes to Condensed Consolidated Financial Statements

CITY CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 For the Three Months Ended For the Nine Months Ended
 September 30, September 30,
 2008 2007 2008 2007
Revenue:
Commission revenue $ 41,608 $ -- $ 112,737 $ 7,705
Rental revenue 18,363 -- 78,934 --
Other revenue -- 49,996 27,374 69,856
 ___________ ___________ __________ _________
 Total revenue 59,971 49,996 219,045 77,561
Cost of revenue:
Cost of rental revenue 9,046 -- 37,899 --
 ____________ ___________ _________ _________
 Total cost of revenue 9,046 -- 37,899 --
 ____________ ___________ _________ _________
 Gross profit 50,925 49,996 181,146 77,561

Operating, general and administrative
expenses:
Compensation expense 135,037 139,230 894,635 249,682
Consulting expense 118,485 1,062,697 599,685 3,713,035
Other operating, general and
 administrative expenses 433,639 260,364 1,081,350 1,270,354
 ____________ __________ _________ _________
 Total 687,161 1,462,291 2,575,670 5,233,071
 ____________ __________ _________ _________

Operating loss (636,236) (1,412,295) (2,394,524) (5,155,510)

Non-operating expense (income)
Interest expenses (net of interest income) 112,789 (52,854) 356,379 497,999
Loss on investment -- 300,000 -- 481,817
Loss on investment of subsidiary -- -- -- 64,170
Gain on extinguishment of debt -- -- (879,632) --
Change in fair value of debt derivative (302,418) (11,581) (56,829) (50,928)
Other expense (income) 175 (92,000) 175 (92,000)
 _________ ________ _______ _________
 Total (189,454) 143,565 (579,907) 901,058

Non-controlling interest 4,734 -- (4,734) --

Loss before discontinued operations (442,048) (1,555,860) (1,809,883) (6,056,568)

Gain (loss) from discontinued operations -- (20,462) -- 7,125
 _________ ____________ ___________ ____________
Net loss $ (442,048) $(1,535,398) $(1,809,883) $(6,049,443)
 __________ ____________ ___________ ____________
Basic and diluted loss per common
share - before discontinued operations $ (0.08) $ (1.23) $ (0.43) $ (5.19)
 __________ ___________ ___________ ____________

Basic and diluted income per common
share - discontinued operations $ -- $ 0.02 $ -- $ 0.01
 __________ ___________ ___________ ____________

Basic and diluted loss per common
Share - net loss $ (0.08) $ (1.21) $ (0.43) $ (5.18)
 ___________ ___________ ___________ ___________

Weighted average number of common
shares used to compute net loss per
weighted average share 5,568,641 1,265,532 (1) 4,203,521 1,167,251(1)
 ___________ _____________ _________ ___________

(1) Adjusted for a 1 for 25 reverse split of the Company's common stock effective on December 12, 2007.

See Accompanying Notes to Condensed Consolidated Financial Statements

CITY CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 For the Nine Months Ended
 September 30,
 2008 2007
Cash flows from operating activities
Net loss $ (1,809,883) $ (6,049,443)
Adjustments to reconcile net loss
to net cash used in operating activities:
 Depreciation and amortization expense 42,037 --
 Stock issued for services 456,051 2,734,268
 Stock issued for interest expense 50,000 --
 Stock issued for officer compensation 500,000 --
 Loss on disposition of investment subsidiary -- 64,170
 Gain on extinguishment of debt (879,632) --
 Non-controlling interest in net income (4,734) --
 Fair value of debt derivative (56,829) (50,928)
 Interest income -- (1,700)
Change in operating assets and liabilities:
Decrease in restricted cash - security deposits 4,704 --
 Decrease in accounts receivable 914 --
 (Increase) in prepaid expense (14,317) --
 (Increase) in notes receivable-related party (37,317) (1,146,400)
 (Increase) in notes receivable (9,150) (81,744)
 (Increase) in inventory - homes for sale (149,426) --
 (Increase) in other assets (5,492) --
 Increase in bank overdrafts -- 301
 Increase in accounts payable and accrued expense 2,988 135,116
 (Decrease) in security deposits (2,896) --
 Increase in accrued interest 116,765 198,867
 Increase in unsecured liability -- 549,582
 ________ _________
 Net cash used in operating activities (1,796,217) (3,647,911)

Cash flows from investing activities:
 Property purchases (5,000) --
 Assets held for sale -- (513,696)
 ___________ ___________
 Net cash used in investment activities (5,000) (513,696)

Cash flows from financing activities:
 Stock for cash -- 127,200
 Proceeds from notes payable 1,928,721 4,728,865
 Payments for notes payable and unsecured liability (57,005) (706,484)
 ____________ __________
 Net cash provided by financing activities 1,871,716 4,149,581

(Decrease) increase in cash 70,499 (12,026)

Cash at beginning of period 45,499 12,026
 __________ _________

Cash at end of period $ 115,998 $ --
 ____________ ______________

Supplement disclosure of cash flow information:
 Interest paid $ 177,635 $ 249,558
 ___________ ______________
 Income taxes paid $ -- $ --
 ___________ ______________

Non-cash transactions:
Note receivable and interest income exchanged for
 accounts payable, accrued expenses and debt $ 102,786 $ 45,988
 ___________ ______________

Redevelopment houses acquired through
 note receivable - related party $ -- $ 214,663
 ____________ ______________

Notes receivable - related party acquired
 through note payable $ -- $ 1,123,414
 ____________ ______________

Conversion of notes payable, debentures
 and accrued interest to common stock $ -- $ 129,563
 ____________ ______________

Stock dividend $ -- $ 746,035
 ____________ ______________

Unsecured liability converted to a note payable $ 40,000 $ --
 ____________ ______________

Accrued consulting - related party converted
 to a note payable $ 100,000 $ --
 ____________ ______________

Reclassification of investment in portfolio
 companies and prepaid expense to land
 and retained earnings $ -- $ 1,089,803
 _____________ ______________

Stock receivable from excess shares
 issued for compensation agreement $ 2,115 $ --
 _____________ ______________

Release of stock payable $ 12,023 $ --
 _____________ ______________

Stock subscription payable (receivable), net $ -- $ 4,477,891
 _____________ ______________

See Accompanying Notes To Condensed Consolidated Financial Statements

CITY CAPITAL CORPORATION
NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1. BASIS OF PRESENTATION AND ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Organization.

The accompanying unaudited condensed consolidated financial statements of City Capital Corporation, a Nevada corporation ("Company"), have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, these interim condensed consolidated financial statements should be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its December 31, 2007 Annual Report on Form 10-KSB. Operating results for the period ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

The Company's subsidiaries include Goshen Energy, Inc., a Nevada corporation ("Goshen") organized on August 10, 2006, that engages in the buying, selling, and drilling of oil and gas; the St. Clair Superior Apartment, Inc., an Ohio corporation, organized February 23, 2000, that is an operating apartment complex; and The Millionaire Lifestyle Group, LLC ("Millionaire"), a Missouri limited liability company, organized August 21, 2008, that provides mentoring and training seminars to those hoping to achieving a greater life. The Company holds a 33% interest in Millionaire and is the managing member of the LLC.

Effective December 1, 2004 the Company commenced operating as a Business Development Company ("BDC") under Section 54(a) of the Investment Company Act of 1940 ("1940 Act"). On November 11, 2006 the Company presented for shareholder approval a resolution to withdraw the Company's election to continue to operate as a BDC. On December 11, 2006 and subsequent to the approval of its shareholders the Company filed Form 14C Information Statement with the SEC. Subsequent to this filing, the Company filed a Form N-54C to withdraw the BDC status effective on January 3, 2007. These financial statements have been presented in accordance with the rules governing a smaller reporting company for both the periods ended September 30, 2008 and September 30, 2007.

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation.

Significant accounting policies have not changed from those disclosed in the Company's Annual Report on Form 10-KSB, except those listed below.

Reclassifications.

Certain reclassifications, which have no effect on net loss, have been made in the prior period financial statements to conform to the current presentation. Specifically, $70,000 of notes payable with related accrued interest of $3,345 at December 31, 2007 was determined to be long term in nature and reclassified to long term liabilities on the Company's balance sheets. Additionally, the Company reclassified revenue and cost of revenue related to City Capital Rehabilitation which was discontinued in 2007.

Cash and Equivalents.

The Company maintains its cash in bank deposit accounts that, at times, may exceed the former federally insured limit of $100,000. As of September 30, 2008 we had one bank account in excess of $100,000. At September 30, 2008, deposits exceeded the former federally insured limit by approximately $16,400. The Company has not experienced any losses in such account. The Company does not have any cash equivalents at September 30, 2008 or December 31, 2007.

Inventory - Homes For Sale.

Finished redevelopment house inventories are stated at the lower of accumulated cost or net realizable value. Inventories under development or held for development are stated at accumulated cost, unless certain facts indicate such cost would not be recovered from the cash flows generated by future disposition. In this instance, such inventories are measured at fair value.

Sold units are expensed on a specific identification basis. Under the specific identification basis, cost of sales includes the rehabilitation cost of the home, closing costs and commissions.

Revenue Recognition.

Revenue for the Company is generated primarily from the commissions earned through the credit-investor relations' program and rent revenue from the St. Clair Superior Apartment Complex. The Company assists buyers in finding properties for purchase from partnering lenders. Revenue from commissions are recognized and earned upon the closing of escrow, at which time the Company receives a percentage of the proceeds.

Rental revenue from the St. Clair Superior Apartment complex is recognized and earned on the straight-line basis over the lease term as it becomes receivable according to the provisions of the lease. Security deposits are taken into income in accordance with the lease contract in the event of default by the tenant.

Home inventory revenue and related profit are generally recognized at the time of the closing of the sale, when title to and possession of the property are transferred to the buyer. Buyers are required to obtain independent financing for purchase of our real estate properties.

Other revenues are recognized when the earning process is complete based on the accrual method in accordance with generally accepted accounting principals.

Non-Controlling Interest

In December 2007, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 160, "Non-Controlling Interests in Consolidated Financial Statements-an Amendment of Accounting Research Bulletin ("ARB") No. 51". SFAS No. 160 requires companies with non-controlling interests to disclose such interests clearly as a portion of equity but separate from the parent's equity. The non-controlling interest's portion of net income must also be clearly presented on the Income Statement. SFAS No. 160 is effective for financial statements issued for fiscals years beginning after December 15, 2008 and has be adopted by the Company in the third quarter of fiscal year 2008. The Company has recorded a deficit of $4,734 as a result of the Company's non- controlling interest in Millionaire.

Fair Value Accounting.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of SFAS No. 157 were adopted January 1, 2008. In February 2008, the FASB staff issued Staff Position ("SP") No. 157-2, "Effective Date of FASB Statement No. 157." SP No. 157-2 delayed the effective date of SFAS No. 157 for non-financial assets and non- financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The provisions of SP No. 157-2 are effective for the Company's fiscal year beginning January 1, 2009.

SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under SFAS No. 157 are described below:

Level 1 Unadjusted quoted prices in active markets that are
 accessible at the measurement date for identical,
 unrestricted assets or liabilities;

Level 2 Quoted prices in markets that are not active, or inputs
 that are observable, either directly or indirectly,
 for substantially the full term of the asset or liability;

Level 3 Prices or valuation techniques that require inputs that are
 both significant to the fair value measurement
 and unobservable (supported by little or no market activity).

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities." SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value, with the objective of improving financial reporting by mitigating volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The provisions of SFAS No. 159 were adopted January 1, 2008. The Company did not elect the Fair Value Option for any of its financial assets or liabilities, and therefore, the adoption of SFAS No. 159 had no impact on the Company's consolidated financial position, results of operations or cash flows.

New Accounting Pronouncements.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133," as amended and interpreted, which requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format provides a more complete picture of the location in an entity's financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Early adoption is permitted. The Company does not expect the adoption of SFAS No. 161 will have a material impact on its financial condition or results of operation.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles." SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of non-governmental entities that are presented in conformity with generally accepted accounting principles in the United States of America. SFAS No. 162 will be effective 60 days after the Securities and Exchange Commission approves the Public Company Accounting Oversight Board's amendments to AU Section 411. The Company does not anticipate the adoption of SFAS No. 162 will have an impact on its financial statements.

In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60." SFAS No. 163 requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how SFAS No. 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. SFAS No. 163 will be effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of SFAS No. 163 will have a material impact on its financial condition or results of operation.

In June 2008, the FASB issued FASB SP EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities." SP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in SFAS No. 128, "Earnings per Share." SP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. The Company is required to adopt SP EITF 03-6-1 in the first quarter of 2009 and is currently evaluating the impact that SP EITF 03-6-1 will have on its financial statements.

NOTE 2. GOING CONCERN

The Company generated revenues of $219,045 during the nine months ended September 30, 2008; however, the Company will continue to be dependent upon its ability to obtain additional debt or equity financing to accomplish its business strategy and to ultimately achieve profitable operations. As shown in the accompanying interim condensed consolidated financial statements, the Company has incurred a net loss of $1,809,883 for the nine months ended September 30, 2008 and has reported an accumulated deficit of $11,359,621 as of September 30, 2008. This raises substantial doubt as to the Company's ability to continue as a going concern. The Company is dependent on more fully implementing the Company's business plan as described in the Company's 2007 Form 10-KSB. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

NOTE 3. FAIR VALUE

In accordance with SFAS No. 157 the table below sets forth the Company's financial assets and liabilities measured at fair value by level within the fair value hierarchy. As required by SFAS No. 157, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Fair Value at September 30, 2008

 Fair Value at June 30, 2008
 Total Level 1 Level 2 Level 3
Assets:
 None $ -- $ -- $ -- $ --
 ___________ ___________ __________ _________

 $ -- $ -- $ -- $ --
 ___________ _________ _________ _________

Liabilities:
 Debt derivative $ 93,440 $ 93,440 $ -- $ --
 ___________ _________ ___________ __________

 $ 93,440 $ 93,440 $ -- $ --
 ___________ __________ _________ _________

NOTE 4. NOTE RECEIVABLE - RELATED PARTY TRANSACTION

As of September 30, 2008, the Company holds a note receivable from AmoroCorp with an outstanding balance of $2,066,311. The President of the Company is also the President and a shareholder of this debtor. The note receivable to AmoroCorp decreased in 2008 from 2007 by $65,470. The Company's President has agreed to apply any accrued unpaid officer compensation to this receivable at period end resulting in a decrease of $102,786. The debtor is attempting to pay this amount down each quarter.

NOTE 5. INVENTORY - HOMES FOR SALE

The Company purchased three redevelopment houses in the Kansas City, Missouri real estate market during the third quarter of 2008. Subsequent to September 30, 2008, one property has been sold. The Company plans to sell the remaining properties by December 31, 2008 and is currently holding the properties as inventory.

The properties are carried by the Company at cost.

NOTE 6. ACQUISITION OF ST. CLAIR SUPERIOR APARTMENT, INC.

On October 1, 2007, the Company was granted St. Clair Superior Apartment, Inc., that consists of an apartment building in Cleveland, Ohio, for no cash consideration as the seller was unable to fund the property. The Company assumed approximately $420,000 in accounts payable and accrued liabilities with this transaction. The Company accounted for this transaction as a business combination under Statement of Financial Accounting Standards No. 141, "Business Combinations." The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

Assets:
Current assets $ 31,057
Building 165,000
Intangibles 76,615
Goodwill 148,146
 Total Assets $ 420,818
 __________

Liabilities:
Current liabilities $ (59,033)
Notes Payable (361,785)
 Total Liabilities $(420,818)
 __________

The acquired intangibles of $76,615 represent the present value of existing tenants in the apartment building, which the Company is amortizing through the lease life of the underlying rental leases. The goodwill of $148,146 associated with this transaction is subject to impairment expense testing yearly. See Note 7.

NOTE 7. GOODWILL AND INTANGIBLES

Goodwill and intangible assets were purchased with the acquisition of St. Clair Superior Apartment, Inc. The purchase price allocation at fair market values included values assigned to intangible assets and a portion allocated to goodwill. The Company has determined that the intangibles purchased have an indefinite useful life except as noted below. The provisions of SFAS No. 142, "Goodwill and Other Intangible Assets," require the completion of an annual impairment test with any impairment recognized in current earnings.

Included within the purchase of the St. Clair Superior Apartment, Inc. were lease contracts with existing tenants. The Company has included the present value of lease contracts in the Company's intangible assets and is amortizing them over the remaining life of the underlying lease.

The Company's intangible assets consisted of the following:

 September 30, 2008 December 31, 2007

Intangible assets, lease contracts $ 76,615 $ 76,615
 __________ __________
 76,615 $ 76,615

Accumulated depreciation (69,525) (32,113)
 ___________ ___________
 $ 7,090 $ 44,502
 ___________ ___________

Goodwill as of September 30, 2008 was $148,146 associated with the St. Clair Superior Apartment, Inc. acquisition. No triggering events on impairment have occurred as of September 30, 2008.

NOTE 8. PROPERTY PLANT AND EQUIPMENT

On October 1, 2007, the Company was granted St. Clair Superior Apartment Inc., an apartment building in Cleveland, Ohio, for no cash consideration as the seller was unable to fund the property. The property was recorded at is gross carrying value of $165,000 and is depreciated using the straight-line method over the useful life of 27.5 years. For the nine months ended September 30, 2008, the Company recorded $6,000 in depreciation.

Additionally, the Company purchased equipment worth $5,000 for its subsidiary company, Goshen.

The Company's depreciable assets consisted of the following:

 June 30, 2008 December 31, 2007

Property plant and equipment $ 170,000 165,000
 _____________ ___________
 170,000 165,000

Accumulated depreciation (6,000) (1,375)
 ______________ ____________
 $ 164,000 $ 163,625

NOTE 9. UNSECURED LIABILITY

In January 1, 2008, $40,000 of the Company's unsecured liability was converted to notes payable with the execution of promissory notes. See Note 10.

In April 2007, the Company entered into an agreement with an independent third party ("Client") to provide consulting services for the investment of the Client's funds in real estate related ventures. As compensation for this service, the Company is paid 20% of the gross proceeds received each month by the Client as a result of services performed by the Company until the Client receives gross proceeds of $100,000. After the Client has received gross proceeds of $100,000, the Company's fee increases to 80% of the gross proceeds received each month by the Client. As of December 31, 2007, the Company received $500,000 from the Client and has accounted for this as an unsecured liability. The Company has not yet invested those funds in real estate projects that have generated profit. In the first quarter of 2008, the Company and the Client verbally agreed to a quarterly return on the investment of $25,000. As of September 30, 2008, $50,000 has been returned to the Client. The Company has accrued interest of $16,667 as of September 30, 2008.

NOTE 10. NOTES PAYABLE AND LINE OF CREDIT

The Company's notes payable as of consist of the following:

 September 30, 2008 December 31, 2007
24% note payable to Newport
 Financial principal and
 interest due January 2, 2001. (1) $ -- $ 792,883

0% note payable to Mosaic
 Composite principal and
 interest due on demand. 32,797 32,797

0% note payable to Mendota
 Capital principal and
 interest due on demand 24,445 24,445

12% note payable to an
 individual principal and
 interest due on demand. (1) -- 30,607

12% note payable to an
 individual principal and
 interest due on demand. (1) -- 34,592

12% note payable to an
 individual principal and
 interest due on demand. (1) -- 24,750

28% note payable to Trust Me I,
 LLC, and principle due March
 9, 2009. Interest of
 $35,000 payable semi-
 annually effective July 17,
 2007. The maturity date was
 amended on March 9, 2008 to
 March 9, 2009. (3) 508,495 532,133

12% note payable to an
 individual, principle due
 May 30, 2008. Interest of
 $900 payable quarterly
 beginning August 30, 2007. (2) 31,440 32,338

16% note payable to Lucian
 Group, principle due
 September 13, 2009.
 Interest of $2,800 payable
 quarterly beginning
 September 14, 2007. 81,753 73,345

10% note payable to an
 individual principal and
 interest due on December 3,
 2008 in one lump sum. 43,336 40,333

0% note payable to the City of
 Cleveland for St. Clair
 Superior Apartments, Inc. (2) 164,900 164,900

2% note payable to the Cleve
 Empower for St. Clair
 Superior Apartments, Inc. (2) 60,201 60,201

0% note payable to the Gund
 Foundation for St. Clair
 Superior Apartments, Inc. (2) 90,000 90,000

7% note payable to Key Bank for
 St. Clair Superior
 Apartment, Inc. -- 46,684

10% note payable to an
 individual principal and
 interest due on October 16,
 2008 in one lump sum. 20,895 --

10% note payable to an
 individual principal and
 interest due on December 14,
 2008 in one lump sum. 17,565 --

10% note payable to an
 individual principal and
 interest due on April 7,
 2009 in one lump sum. The
 maturity date was amended on
 April 7, 2008 to April 7, 2009. (3) 72,819 --

10% note payable to an
 individual principal and
 interest due on June 10,
 2009 in one lump sum. The
 maturity date was amended
 June 10, 2008 to June 10, 2009. (3) 82,755 --

10% Note payable to an
 individual principal and
 interest due on June 17,
 2009 in one lump sum. The
 maturity date was amended
 June 17, 2008 to June 17, 2009. (3) 19,976 --

12% note payable to an
 individual principal and
 interest due on February 13,
 2009 in one lump sum. 102,462 --

10% note payable to an
 individual principal and
 interest due on February 22,
 2009 in one lump sum. 21,211 --

10% note payable to an
 individual principal and
 interest due on February 25,
 2009 in one lump sum. 61,382 --

10% note payable to an
 individual principal and
 interest due on March 18,
 2009 in one lump sum. 105,370 --
10% note payable to an
 individual principal and
 interest due on March 27,
 2009 in one lump sum. 15,768 --

5% note payable to an
 individual principal and
 interest due on April 11,
 2009 in one lump sum. 20,471 --

10% note payable to an
 individual principal and
 interest due on April 11,
 2009 in one lump sum. 94,241 --

10% note payable to an
 individual principal and
 interest due on April 22,
 2009 in one lump sum. 83,529 --

10% note payable to an
 individual principal and
 interest due on April 28,
 2009 in one lump sum. 52,123 --

10% note payable to an
 individual principal and
 interest due on May 5, 2009
 in one lump sum. 26,226 --

10% note payable to an
 individual principal and
 interest due on May 19, 2009
 in one lump sum. 20,636 --

10% note payable to an
 individual principal and
 interest due May 14, 2009 in
 one lump sum. 57,562 --

10% note payable to an
 individual principal and
 interest due on June 4, 2009
 in one lump sum. 51,616 --

10% note payable to an
 individual principal and
 interest due on June 13,
 2009, interest paid semi
 annually. 159,629 --

10% note payable to an
 individual principal and
 interest due on May 22, 2009
 in one lump sum. 5,179 --

8% Note payable to an
 individual principal and
 interest due on April 10,
 2009. Monthly payments made
 beginning May 10, 2008 and
 the remaining balance due
 April 10, 2009. (1) 112,629 --

10% note payable to an
 individual principal and
 interest due on June 27,
 2009 in one lump sum 175,036 --

10% note payable to an
 individual principal and
 interest due on June 27,2009
 in one lump sum 133,277 --

10% note payable to an
 individual principal and
 interest due on June 30,
 2009 in one lump sum 41,008 --

10% note payable to an
 individual principal and
 interest due on July 1, 2009
 (interest payments of $381
 due monthly effective July 15, 2008) 44,505 --

10% note payable to an
 individual principal and
 interest due on July 17,
 2009 (interest payments of
 $500 paid monthly
 effective August 15, 2008) 61,233 --

10% note payable to an
 individual principal and
 interest due on August 1,
 2009 in one lump sum 45,752 --

10% note payable to an
 individual principal and
 interest due on August 4,
 2009 (interest payments of
 $259 paid monthly effective
 September 15, 2008) 32,460 --

10% note payable to an
 individual principal and
 interest due on December 28,
 2008 in one lump sum 62,022 --

10% note payable to an
 individual principal and
 interest due on September 4,
 2009 in one lump sum 50,356 --

10% note payable to an
 individual principal and
 interest due on September 8,
 2009 in one lump sum 70,422 --

10% note payable to an
 individual principal and
 interest due on September
 17, 2009 in one lump sum 45,160 --

10% note payable to an
 individual principal and
 interest due on September
 17, 2009 in one lump sum 30,107 --

10% note payable to an
 individual principal and
 interest due on September
 17, 2009 in one lump sum 35,125 --

10% note payable to an
 individual principal and
 interest due on September
 17, 2009 in one lump
 sum 12,043 --

10% note payable to an
 individual principal and
 interest due on September
 22, 2009 in one lump
 sum 85,186 --
 ___________ __________
 Total current notes payable and
 accrued interest $ 3,165,153 $ 1,980,008
 ___________ ___________

(1) See Note 11.

(2) Management is currently attempting to renegotiate these pieces of debt.

(3) No debt extinguishment triggered.

NOTE 11. GAIN ON EXINGUISHMENT OF DEBT

On December 10, 1999, the Company (then known as JustWebIt.com, Inc.) executed a promissory note in favor of Newport Federal Financial ("Newport"), a California corporation, in the original principal amount of $250,000. The note held a 12% annual interest rate with a maturity date of (a) January 3, 2001, or (b) the date when the Company "receives its next funding either from the proceeds of another loan or from the sale of the Company's capital stock". At January 3, 2001 the Company failed to make the payments in a timely fashion, and as a result the default interest rate of 24% per annum become in effect. In accordance with the promissory note, all amendments must be in writing. The Company verbally agreed with Newport to amend the maturity date to July of 2001, however no such amendment was ever created. As of May 22, 2008, the note had principal and interest of $809,684. In the second quarter of 2008, the Company made a good faith effort to contact Newport, to no avail. The California Secretary of State shows that the corporation is still active; however there is no indication that it is still actively in business.

In accordance with the California statute of limitations law, the Company's promise to pay has expired and was written off, resulting in an $809,684 gain on extinguishment of debt as of June 30, 2008.

On March 31, 2008, the Company successfully entered into a modified agreement with a debt holder as noted in Note. 10. Three promissory notes plus interest of $89,949 and consulting fees of $100,000 totaling $189,949 were extinguished and renegotiated to a new note of $120,000. The modification, effective April 10, 2008, carries terms of one year at 8% interest with an initial payment of $2,000 and thereafter monthly payments of $2,000 through November 2008. Payments of $10,000 will be made through March 2009, and a balloon payment in April 2009. The modification resulted in a gain on extinguishment of debt of $69,949. As of September 30, 2008 the Company has paid $12,000 and is current with all payments.

NOTE 12. CONVERTIBLE NOTES

The Company has certain outstanding convertible notes bearing an annual interest rate of 9.5% and a maturity of three years. The notes contain a convertible feature allowing the holder to convert their debt and accrued interest at any time over the life of the instrument based on the 30-day average closing price prior to conversion. Due to the moving conversion price of the Company's convertible debt, it has bifurcated the conversion feature from the host debt instrument in accordance with EITF 00-19 "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock," accounted for these conversion features as derivative instruments, and valued these conversion features using the Black- Scholes valuation model. Based on the calculations per the valuation model the Company incurred a charge to non-operating expenses of $56,929 for the nine months ended September 30, 2008. The increase in expense was the result of a drop in the Company's average stock price in the third quarter of 2008.

As of September 30, 2008 the amount of the convertible notes outstanding totaled $105,000 plus accrued interest of $54,342, all of which is short-term convertible debt.

NOTE 13. COMMON STOCK

The authorized common stock of the Company consists of 235,000,000 shares of common stock with par value of $0.001. The authorized preferred stock of the Company consists of 15,000,000 shares of preferred stock, designated as Series A, with a par value of $0.001.

For the nine months ended September 30, 2008, the Company issued common stock as follows:

(a) 273,933 free trading shares for services valued at $111,953 ($0.409 per share).

(b) 371,666 restricted shares for services valued at $344,099 ($0.926 per share).

(d) 2,500,000 restricted shares of executive compensation valued at $500,000 (contract value) in accordance with the President's employment agreement dated January 1, 2008. The stock value at January 3, 2008 was $1.30 per share and only 384,615 should have been issued in accordance with Section 3.2 of this employment agreement. The Company recorded $2,115 relating to the 2,115,385 shares that will be canceled. The shares were returned and cancelled on October 8, 2008.

(e) 4,007 restricted shares for stock payable of $12,023 ($3.00 per share).

Effective on December 12, 2007, the Company affected a 1 for 25 reverse stock split of its common stock. All prior period shares information has been restated for this event.

NOTE 14. SUBSEQUENT EVENTS

(a) Subsequent to September 30, 2008, the Company issued the following common stock transactions:

(1) 189,500 shares for services valued at $9,475 ($0.05 per share).

(2) 2,115,385 shares for executive compensation valued at $220,000 ($0.20 per share) were returned to the Company in accordance with that stated in Note 13.

(b) The Company entered into an Asset Acquisition Agreement, dated October 7, 2008, with Nitty Gritty Marketing, a California corporation that provides an online subscription based forum, social network, and marketing training for members. Under this agreement, the Company acquired certain properties and other assets and intellectual property, as set forth in the agreement. In consideration for the purchase, the Company paid the sum of $50,000. The closing of the sale and purchase of these assets is to take place on or before October 31, 2008, or at such other date, time or place as may be agreed upon in writing by the parties hereto, but not later than November 30, 2008.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following management's discussion and analysis of financial condition and results of operations is based upon, and should be read in conjunction with, the Company's unaudited condensed consolidated financial statements and notes included elsewhere in this Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.

Overview.

The Company is engaged in leveraging investments, holdings and other assets to create self-sufficiency for communities around the country and the world. The Company currently manages diverse assets and holdings in its portfolio from web based initiatives, industrial services, real estate development, and green energy production.

The Company makes strategic investments and acquisitions that are intended to yield a positive return on investment. The Company's intent is to acquire assets at a significant discount to market, and then rebuild them for sale or cash flow. These investments will also serve the communities the Company operates in by creating economic opportunities for underserved populations. Through the Goshen Energy subsidiary, the Company is identifying opportunities within the biofuel market domestically and internationally. Additionally, The Millionaire Lifestyle Group LLC, a Missouri limited liability company created on August 21, 2008, offers self-help seminars and mentoring. This addition to the Company portfolio represents the Company's strong devotion to educating and investing in future entrepreneurs.

Recent Developments.

The Company began aggressively marketing its credit investment program in May 2008 with a long-term contract with satellite radio provider XM radio. This is the first extended contract for promoting the program since May of 2007. It also expanded the Internet marketing partnerships and Adword purchases, increasing lead flow. Interested leads may enroll directly on various partner sites, or through the corporate website www.CityCapCorp.com. These activities are expected to significantly increase the existing credit-investor client base, which directly affects the potential volume of properties the Company can develop.

The Company has opened office space in Kansas City, Missouri to process credit-investor loans. While this operation has been taking place, the growth in the program has necessitated additional staffing, requiring a centralized office for greater efficiencies. Additionally, the Company has begun to purchase new real estate assets in the Kansas City real estate market in the third quarter of 2008. The Company plans to finance, acquire and redevelop several hundred additional housing units over the next 18 months. The credit-investor program is a key element in these community development strategies.

The Company is planning to begin purchasing real estate assets in the Cleveland, Ohio market. The Company sees these assets as being undervalued in the market. The plan is to finance, acquire and redevelop these assets for redistribution through both the Company's credit - investor program as well as the local affordable housing market. Over the next twelve months, the Company plans to continue these activities looking toward the first quarter of 2009 to move into the Detroit market. The Company is planning to work with national asset managers to assist in the acquisition of these undervalued assets. The Company is seeking to partner with local government, private and public employers to assist in implementing its socially conscious model, which is leading to much needed regionalized "workforce housing" initiatives.

In the fourth quarter of 2008, the Company began its renovation and redevelopment of an asset it acquired in fourth quarter of 2007:
The Hodge School Apartments, Cleveland, Ohio. These renovations will help to stabilize the local housing market as well as increase the occupancy of the building. The renovations should be complete by year-end 2008 and new marketing strategies are to be in place immediately following. The renovations and improvements will directly increase the overall value of the asset. The Company has deployed a new management company that has had a tremendous impact of the overall stabilization of the property.

Goshen Energy has received its first test bio-fuel reactor for an undisclosed North Carolina site. As of September 30, 2008, the reactor has not yet been put into production. The first active test is planned for the fourth quarter of 2008 and full production in the fourth quarter of 2008 as well.

Results of Operations for the Three Months Ended September 30, 2008 Compared to the Three Months Ended September 30, 2007.

(a) Revenue and Cost of Revenue.

The Company had revenue of $59,971 for the three months ended September 30, 2008 compared to $49,996 for the three months ended September 30, 2007, an increase of $9,975 or approximately 20%. Cost of revenue was $9,046 for the three months ended September 30, 2008 compared to $0 for the three months ended September 2007. Other revenue of $49,996 for the three months ended September 30, 2007 is the result of $268 of revenue and $46,432 of cost of revenue that has been reclassified to discontinued operations in our financial statements due to the discontinue of the Company's City Capital Rehabilitation program in the fourth quarter of 2007. For the three months ended September 30, 2008, the Company's revenue consisted of $41,608 in commission revenue from the credit-investor program and $18,363 rental revenue from the St. Clair Superior Apartment complex.

The credit-investor program holds the greatest potential for ongoing revenues without adding debt to the Company. For the three months ended September 30, 2008, the Company closed six properties, generating approximately $41,000 in gross revenue for the Company. The Company is actively seeking new buyers and plans on increasing the amount of properties closed each quarter; however, because this is a newly structured endeavor and given current economic environment, the Company is unable to reasonably predict what impacts that may have on its financial statements.

Lenders' market uncertainties have slowed down or delayed the speed of the credit-investor program to date. To counter this effect, the Company has engaged in direct negotiations with several national lenders, each expressing an interest in partnering in the Company's Community Renaissance Initiatives by creating special financing programs tailored to its needs. Each lender holds hundreds of properties in markets across the country. Initial testing involving financing of 10 subject properties with one of the lenders is taking place at this time and shows promising results. Once the logistics and systems differences are worked out, the Company's management anticipates a rapid expansion of potential credit-investor revenues.

The St. Clair Superior Apartment complex was acquired in 2007. Cost of revenues of $9,046 for the three months ended September 30, 2008 consists mainly of repairs and maintenance fees of $7,331 for the upkeep of the complex. Repair and maintenance expenses are expected to increase, as the Company starts to renovate the apartment complex. The renovation is expected to attract a greater number of renters.

(b) Operating, General and Administrative Expenses.

Operating, general and administrative expenses for the three months ended September 30, 2008 were $687,161 compared to $1,462,291 for the three months ended September 30, 2007, a decrease of $775,130 or approximately 53%. The majority of the decrease for the period ending September 30, 2008 over September 30, 2007 was attributable to decreases in consulting expenses ($944,212), offset by increases in contract labor ($71,505) due to lack of in-house staff and investor relations ($18,603) for promotion of the Company's creditor-investor program. Additionally, for the three months ended September 30, 2008, the Company consolidated the expenses related to St. Clair Superior Apartment that was not in the three months ended September 30, 2007. During the three months ended September 30, 2008, the Company conserved funds where possible.

In 2007, due to the Company's cash and debt balances, at and subsequent to September 30, 2007 the Company took measures to reduce costs which included canceling all non-essential consulting contracts. In 2007, consulting expense related to marketing, public relations, shares issued for the start up of Goshen Energy, and keeping current with SEC filings. As of July 1, 2007, when all non-essential consulting contracts were cancelled, and through September 30,2008 consulting expenses were kept to a minimum where possible.

For the three months ended September 30, 2008, consulting expense relates to marketing and public relations, in addition to property management fees, in our attempt market the credit-investor program that is discussed above.

The Company incurred interest expenses (net of interest income) of $112,789 for the three months ended September 30, 2008 compared to interest income of $52,854 for the three months ended September 30, 2007. The fluctuation in interest expense in the quarter ended September 30, 2007 is due to the conversion of notes to a third party, principal and interest, for the period ending September 30, 2007. The increase is due to having significantly more outstanding notes payable and interest of $3,165,153 at September 30, 2008 compared to $1,516,052 at September 30, 2007.

Change in fair value of the Company's debt derivative for the three months ended September 30, 2008 increased income to $302,418 compared to income of $11,581 for the three months ended September 30, 2007 is a result of the Company's stock price volatility in the past year.

(d) Net Operating Loss.

The Company had a net operating loss of $636,236 for the three months ended September 30, 2008 compared to $1,412,295 for the three months ended September 30, 2007, a decrease of $776,059 or approximately 55%. The decrease in net operating loss is the result of the factors mentioned above. The Company anticipates having a recurring net operating loss during the remainder of 2008.

Results of Operations for the Nine Months Ended September 30, 2008 Compared to the Nine Months Ended September 30, 2007.

(a) Revenue and Cost of Revenue.

The Company had $219,045 of revenue for the nine months ended September 30, 2008 compared to $77,561 for the nine months ended September 30, 2007, an increase of $141,484 or approximately 182%. Cost of revenue was $37,899 for the nine months ended September 30, 2008 compared to $0 for the nine months ended September 30, 2007. Revenue of $77,561 for the nine months ended September 30, 2007 consists of commission revenue ($7,705) and other revenue ($69,856). Revenue for the nine months ended September 30, 2007 is a result of $800,957 of redevelopment house revenue and $715,270 of cost of revenue that has been reclassified to discontinued operations in our financial statements due to the discontinue of the Company's City Capital Rehabilitation program in the fourth quarter of 2007. For the nine months ended September 30, 2008, the Company's revenue consisted of $112,737 in commission revenue from the credit-investor program, $78,934 rental revenue from the St. Clair Superior Apartment complex, and $27,374 in other revenue.

The credit-investor program holds the greatest potential for ongoing revenues without adding debt to the company. For the nine months ended September 30, 2008, the Company closed 15 properties, generating approximately $113,000 in gross revenue for the Company. The Company is actively seeking new buyers and plans on increasing its closed properties each quarter; however, because this is a newly structured endeavor and given its current economic environment the Company is unable to reasonably predict what that may have on its financial statements.

The St. Clair Superior Apartment complex was acquired in 2007. Cost of revenues of $37,899 for the nine months ended September 30, 2008 consists mainly of management fees of $17,802 and repairs and maintenance of $16,738 for the upkeep of the complex. Repair and maintenance expenses are expected to increase, as the Company starts to renovate the apartment complex. The renovation is expected to attract a greater number of renters.

(b) Operating, General, and Administrative Expenses.

Operating, general and administrative expenses for the nine months ended September 30, 2008 were $2,575,670 compared to $5,233,071 for the nine months ended September 30, 2007, a decrease of $2,657,401 or approximately 51%. The majority of the decrease was attributable to decreases in consulting expenses ($3,113,350), investor relations ($241,369), and repairs and maintenance ($201,800), offset by increases in contract labor ($158,697) due to lack of in-house staff, officer compensation ($759,600) largely attributed to a one time bonus related to an employment agreement between the Company and its President, amortization ($37,412), and accounting ($53,888). Additionally, for the nine months ended September 30, 2008, the Company consolidated the expenses related to St. Clair Superior Apartment that was not in the nine months ended September 30, 2007. During the nine months ended September 30, 2008, the Company conserved funds where possible.

In 2007, due to the Company's cash and debt balances, at and subsequent to September 30, 2007, the Company took measures to reduce costs that included canceling all non-essential consulting contracts. In 2007, consulting expense related to marketing, public relations, shares issued for the start up of Goshen Energy, and keeping current with SEC filings. As of July 1, 2007, when all non-essential consulting contracts were cancelled, and through September 30, 2008 consulting expenses were kept to a minimum where possible. For the nine months ended September 30, 2008 consulting expense relates to marketing and public relations, in addition to property management fees, in our attempt market the credit-investor program that is discussed above.

The Company incurred interest expenses (net of interest income) of $356,379 for the nine months ended September 30, 2008 compared to $497,999 for the nine months ended September 30, 2007, a decrease of $141,620 or approximately 28%. The decrease is due to the significantly lower interest rates on the outstanding notes payable as of September 30, 2008 compared to that at September 30, 2007.

The change in fair value of the Company's debt derivative for the nine months ended September 30, 2008 increased income to $56,829 compared to income of $50,928 for the nine months ended September 30, 2007. This increase is a result of the Company's stock price volatility in the past year.

The Company incurred a gain on debt extinguishment of $879,632 for the nine months ended September 30, 2008, as discussed in Note 11 to the Condensed Consolidated Financial Statements. A gain of $809,684 was attributed to the write off of an outstanding note payable and interest due to the expiration of the Company's promise to pay in accordance with the California statute of limitations. These write offs were unusual and infrequent and does not represent a consistent trend of the Company, but may continue as the Company attempts to contact debt holders to pay or renegotiate its promissory notes.

(d) Net Operating Loss.

The Company had an operating net loss of $2,394,524 for the nine months ended September 30, 2008 compared to $5,155,510 for the nine months ended September 30, 2007, a decrease of $2,760,986 or approximately 54%. The decrease in net operating loss is the result of the factors mentioned above. The Company anticipates having a recurring net operating loss during the remainder of 2008.

Factors That May Affect Operating Results.

The Company's operating results can vary significantly depending upon a number of factors, many of which are outside its control. General factors that may affect its operating results include:

- market acceptance of and changes in demand for services;

- a small number of customers account for, and may in future periods account for, substantial portions of our revenue, and revenue could decline because of delays of customer orders or the failure to retain customers;

- gain or loss of clients or strategic relationships;

- announcement or introduction of new services by us or by its competitors;

- price competition;

- the ability to upgrade and develop systems and infrastructure to accommodate growth;

- the ability to introduce and market services in accordance with market demand;

- changes in governmental regulation; and

- reduction in or delay of capital spending by clients due to the effects of terrorism, war and political instability.

The Company believes that its planned growth and profitability will depend in large part on the ability to promote its services, gain clients and expand our relationship with current clients. Accordingly, the Company intends to invest in marketing, strategic partnerships, and development of its customer base. If the Company is not successful in promoting our services and expanding our customer base, this may have a material adverse effect on our financial condition and our ability to continue to operate our business.

The Company is also subject to the following specific factors that may affect its operations:

(a) Changes in Interest Rates May Affect the Cost of Capital.

Because the Company can borrow money to acquire assets and improve them, the operating income can be dependent upon the rate at which the Company borrow funds and the return on the projects that use the borrowed funds. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our operating income. In periods of rising interest rates, the cost of funds would increase, which would reduce income.

(b) Special Non-Recurring and Integration Costs Associated with Acquisitions Could Adversely Affect Our Operating Results in the Periods Following These Acquisitions.

In connection with some acquisitions, the Company may incur non- recurring severance expenses, restructuring charges and change of control payments. These expenses, charges and payments, as well as the initial costs of integrating the personnel and facilities of an acquired business with those of the Company's existing operations, may adversely affect its operating results during the initial financial periods following an acquisition. In addition, the integration of newly acquired companies may lead to diversion of management's attention from other ongoing business concerns.

Operating Activities.

The net cash used in operating activities was $1,796,217 for the nine months ended September 30, 2008 compared to $3,647,911 for the nine months ended September 30, 2007, a decrease of $1,851,694 or approximately 51%. This decrease is attributed to many changes from period to period, including a reduction in stock issued for services, an increase in notes receivable - related party, and an increase in purchased home inventory.

Investing Activities.

Net cash used in investing activities was $5,000 for the nine months ended September 30, 2008 compared to $513,696 for the nine months ended September 30, 2007, a decrease of $508,696 or approximately 99%. This decrease resulted primarily from reduced property purchases.

Liquidity and Capital Resources.

At December 31, 2007, the Company had total current assets of $2,203,469 and total current liabilities of $3,288,319 resulting in a working capital deficit of $1,084,850. The Company's cash balance as of December 31, 2007 totaled $45,499. Overall, cash and cash equivalents for the year ended December 31, 2007 increased by $33,473.

At September 30, 2008, the Company had total current assets of $2,381,267 and total current liabilities of $4,353,806, resulting in a working capital deficit of $1,972,539. The Company's cash balance as of September 30, 2008 totaled $115,998. Overall, cash and cash equivalents for the nine months ended September 30, 2008 increased by $70,499. Cash increased as of September 30, 2008 was primarily due to increased proceeds from notes payables and significantly less expenses. The Company's debt load will put considerable strain on its cash resources for the remainder of 2008.

The increase in current liabilities from December 31, 2007 is primarily due to the increase of notes payable and interest ($1,185,145) and convertible debentures plus interest ($123,642). This increase was offset by a decrease in accrued expenses ($99,796) and accrued consulting-related party ($100,000) and debt derivative liability ($56,829) in accordance with the modified debt stated in Note 12.

Net cash provided by financing activities was $1,871,716 for the nine months ended September 30, 2008 compared to $4,149,581 for the nine months ended September 30, 2007, a decrease of $2,277,865 or approximately 55%. This decrease resulted primarily from a reduction of proceeds from notes payable.

The Company's current cash and cash equivalents balance will not be sufficient to fund its operations for the next twelve months. Therefore, the Company's continued operations, as well as the full implementation of its business plan, will depend upon its ability to raise additional funds through bank borrowings and equity or debt financing. In this regard, the Company's President has embarked on a campaign to raise $3,000,000 in debt and equity financing for the Company to continue and expand operations. The Company has raised approximately $1,900,000 in debt for the nine months ended September 30, 2008.

Whereas the Company has been successful in the past in raising capital, no assurance can be given that these sources of financing will continue to be available to it and/or that demand for equity/debt instruments will be sufficient to meet its capital needs, or that financing will be available on terms favorable to the Company. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

If funding is insufficient at any time in the future, the Company may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of planned product development and marketing efforts, any of which could have a negative impact on business and operating results. In addition, insufficient funding may have a material adverse effect on the Company's financial condition, which could require it to:

- curtail operations significantly;

- sell significant assets;

- seek arrangements with strategic partners or other parties that may require the Company to relinquish significant rights to products, technologies or markets; or

- explore other strategic alternatives including a merger or sale of the Company.

To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on the Company's operations. Regardless of whether cash assets prove to be inadequate to meet the Company's operational needs, the Company may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing stockholders.

Inflation.

The impact of inflation on costs and the ability to pass on cost increases to the Company's customers over time is dependent upon market conditions. The Company is not aware of any inflationary pressures that have had any significant impact on operations over the past quarter, and the Company does not anticipate that inflationary factors will have a significant impact on future operations.

Off-Balance Sheet Arrangements.

The Company does not maintain off-balance sheet arrangements nor does it participate in non-exchange traded contracts requiring fair value accounting treatment.

Critical Accounting Policies.

The SEC has issued Financial Reporting Release No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC has defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, the Company's most critical accounting policies include: (a) use of estimates in the preparation of financial statements; (b) revenue recognition; (c) stock based compensation; (d) inventory - homes for sale; and (e) non-controlling interest. The methods, estimates and judgments the Company uses in applying these most critical accounting policies have a significant impact on the results it reports in the financial statements.

(a) Use of Estimates in the Preparation of Financial Statements.

The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates these estimates, including those related to revenue recognition and concentration of credit risk. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

(b) Revenue Recognition

Revenue for the Company is generated primarily from the commissions earned through the credit-investor relations' program and rent revenue from the St. Clair Superior Apartment Complex. The Company assists buyers in finding properties for purchase from partnering lenders. Revenue from commissions are recognized and earned upon closing of escrow, at which time the Company receives a percentage of the proceeds.

Other revenues are recognized when the earning process is complete based on the accrual method in accordance with generally accepted accounting principals.

Shares of the Company's common stock were issued for services. These issuances are valued at the fair market value of the services provided and the number of shares issued is determined based upon what the price of the common stock is on the date of each respective transaction. For those transactions without a fair market value in the service contract, the Company values the shares issued for services at the fair market value of its common stock on the date the total number of shares is known.

(d) Inventory - Homes for Sale.

Sold units are expensed on a specific identification basis. Under the specific identification basis, cost of sales includes the rehabilitation cost of the home, closing costs and commissions.

(e) Non-Controlling Interest

In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in Consolidated Financial Statements-an amendment of ARB No. 51". SFAS No. 160 requires companies with non-controlling interests to disclose such interests clearly as a portion of equity but separate from the parent's equity. The non-controlling interest's portion of net income must also be clearly presented on the Income Statement. SFAS No. 160 is effective for financial statements issued for fiscals years beginning after December 15, 2008 and has be adopted by the Company in the third quarter of fiscal year 2008. The Company has recorded a deficit of $4,734 as a result of the Company's non-controlling interest in Millionaire.

Forward Looking Statements.

Information in this Form 10-Q contains "forward looking statements" within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended. When used in this Form 10-Q, the words "expects," "anticipates," "believes," "plans," "will" and similar expressions are intended to identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to, statements regarding the adequacy of cash, expectations regarding net losses and cash flow, statements regarding growth, the need for future financing, dependence on personnel, and operating expenses.

Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, those discussed above as well as the risks set forth above under "Factors That May Affect Operating Results." These forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Not applicable.

ITEM 4(T). CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer/principal financial officer, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, the Company's management carried out an evaluation, under the supervision and with the participation of the principal executive officer/principal financial officer, of disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon the evaluation, the principal executive officer/principal financial officer concluded that the Company's disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed by it in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. In addition, the principal executive officer/principal financial officer concluded that the Company's disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the principal executive officer/principal financial officer, to allow timely decisions regarding required disclosure.

Inherent Limitations of Control Systems.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, and/or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, and/or the degree of compliance with the policies and procedures may deteriorate. Because of the inherent limitations in a cost-effective internal control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control Over Financial Reporting.

There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2008 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There have been no material developments in the legal proceedings as previously disclosed in response to Item 3 of Part I of the Company's latest Form 10-KSB.

ITEM 1A. RISK FACTORS.

There have been no material changes in the risk factors as previously disclosed in response to Item 1A.of Part I of the Company's latest Form 10-KSB.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

There were no unregistered sales of the Company's equity securities during the three months ended on September 30, 2008.

There were no purchases of the Company's common stock by the Company or its affiliates during the three months ended on September 30, 2008, except as follows: Between August 4, 2008 and September 16, 2008, the President of the Company, Ephren W. Taylor II purchased a total of 2,302 shares of common stock at prices ranging from $0.60 per share to $0.15 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

Correction.

Part 11, Item 2 of the Company's Form 10-Q for the periods ended June 30, 2008 should be amended, in part, to read (the information in
(a) is what is being amended):

"There were no unregistered sales of the Company's equity securities during the three months ended on June 30, 2008, except as follows:

(a) 220,000 shares of common stock were issued for services valued at $201,200 (0.91 per share).

(b) 2,500,000 shares of common stock issued as executive compensation valued at $500,000 (contract value) in accordance with the President's employment agreement dated January 1, 2008. The stock value at January 3, 2008 was $1.30 per share and only 384,615 should have been issued in accordance with Section 3.2 of the executive's employment agreement. The Company has recorded $2,115 relating to the 2,115,385 shares that need to be canceled in the third quarter.

Subsequent Events.

(a) Subsequent to September 30, 2008, the Company issued the following common stock transactions:

(1) 189,500 free trading shares for services valued at $9,475 ($0.05 per share).

(2) 2,115,385 restricted shares for executive compensation valued at $220,000 ($0.20 per share) were returned to the Company in accordance with that stated in Note 13.

(b) The Company entered into an Asset Acquisition Agreement, dated October 7, 2008, with Nitty Gritty Marketing, a California corporation that provides an online subscription-based forum, social network, and marketing training for members. Under this agreement, the Company acquired certain properties and other assets and intellectual property, as set forth in the agreement. In consideration for the purchase, the Company paid the sum of $50,000. The closing of the sale and purchase of these assets is to take place on or before October 31, 2008, or at such other date, time or place as may be agreed upon in writing by the parties hereto, but not later than November 30, 2008.

ITEM 6. EXHIBITS.

Exhibits included or incorporated by reference herein are set forth in the Exhibit Index.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

City Capital Corporation

Dated: November 14, 2008 By: /s/ Ephren W. Taylor II
 Ephren W. Taylor II,
 Chief Executive Officer
 (principal financial and
 accounting officer)

EXHIBIT INDEX

Number Description

3.1 Articles of Incorporation, dated July 17, 1984
 (incorporated by reference to Exhibit 3.1 of the Form 10-
 KSB filed on April 13, 2001).

3.2 Articles of Amendment to the Articles of Incorporation,
 dated February 20, 1987 (incorporated by reference to
 Exhibit 3.2 of the Form 10-KSB filed on April 13, 2001).

3.3 Certificate of Amendment of Articles of Incorporation,
 dated March 28, 1994 (incorporated by reference to Exhibit
 3.3 of the Form 10-KSB filed on April 13, 2001).

3.4 Certificate of Amendment of Articles of Incorporation,
 dated October 31, 1996 (incorporated by reference to
 Exhibit 3.4 of the Form 10-KSB filed on April 13, 2001).

3.5 Certificate of Amendment to Articles of Incorporation,
 dated August 17, 1999 (incorporated by reference to Exhibit
 3.5 of the Form 10-KSB filed on April 13, 2001).

3.6 Certificate of Amendment to Articles of Incorporation,
 dated April 12, 2002 (incorporated by reference to Exhibit
 3.6 of the Form 10-KSB filed on April 15, 2003).

3.7 Certificate of Amendment to Articles of Incorporation,
 dated November 6, 2002 (incorporated by reference to
 Exhibit 3.7 of the Form 10-KSB filed on April 15, 2003).

3.8 Certificate of Amendment to Articles of Incorporation,
 dated August 4, 2004 (incorporated by reference to Exhibit
 3.8 of the Form 10-KSB filed on April 25, 2005).

3.9 Certificate of Amendment to Articles of Incorporation,
 dated December 10, 2004 (incorporated by reference to
 Exhibit 3.9 of the Form 10-KSB filed on April 25, 2005).

3.10 Certificate of Amendment to Articles of Incorporation,
 dated December 10, 2004 (incorporated by reference to
 Exhibit 3.10 of the Form 10-KSB filed on April 25, 2005).

3.11 Bylaws, dated December 10, 2004 (incorporated by reference
 to Exhibit 3.11 of the Form 10-KSB filed on May 1, 2008).

4 Amended And Restated Employees And Consultants Retainer
 Stock Plan (Amendment No. 4), dated February 28, 2007
 (incorporated by reference to Exhibit 4 of the Form S-8
 filed on March 29, 2007).

10.1 Exchange Agreement between the Company and Ephren Capital
 Corporation, dated April 19, 2006 (incorporated by reference
 to Exhibit 10.1 of the Form 8-K filed on April 25, 2006).

10.2 Investment Agreement between the Company and The Lucian
 Group Inc., dated October 30, 2006 (incorporated by
 reference to Exhibit 10.1 of the Form 8-K filed on November
 13, 2006).

10.3 Stock Purchase Agreement between the Company and Montreal
 Beneficial, Inc., dated April 9, 2007 (incorporated by
 reference to Exhibit 10.1 of the Form 10-QSB filed on May
 21, 2007).

10.4 Limited Liability Company Interest Purchase Agreement
 between the Company and Granite Companies LLC, dated May 1,
 2007 (incorporated by reference to Exhibit 10.2 of the Form
 10-QSB filed on May 21, 2007).

10.5 Management Agreement between the Company and Cimino
 Development, LLC, dated May 1, 2007 (incorporated by
 reference to Exhibit 10.7 of the Form 10-KSB filed on May 1,
 2008).

10.6 Employment Agreement between the Company and Ephren Taylor,
 Jr., dated January 1, 2008 (incorporated by reference to
 Exhibit 10.8 of the Form 10-Q filed on May 20, 2008).

10.7 Asset Acquisition Agreement between the Company and
 InfoMind, Inc. dba Nitty Gritty Marketing, dated October 7,
 2008 (incorporated by reference to Exhibit 10 of the Form
 8-K filed on October 22, 2008).

14 Code of Business Conduct and Ethics, adopted by the
 Company's board of directors (incorporated by reference to
 Exhibit 14 of the Form 10-KSB filed on April 25, 2005).

16.1 Letter on Change in Accountant, dated February 7, 2007
 (incorporated by reference to Exhibit 16.1 of the Form 8-K
 filed on February 8, 2007).

16.2 Letter on Change in Accountant, dated May 14, 2007
 (incorporated by reference to Exhibit 16.2 of the Form 8-K
 filed on May 29, 2007).

16.3 Letter on Change in Accountant, dated October 5, 2007
 (incorporated by reference to Exhibit 16.3 of the Form 8-K
 filed on October 9, 2007).

17.1 Letter on Director Resignation of Gary Borglund, dated May
 1, 2007 (incorporated by reference to Exhibit 17.1 of the
 Form 8-K filed on May 8, 2007).

17.2 Letter on Director Resignation of Richard Overdorff, dated
 May 1, 2007 (incorporated by reference to Exhibit 17.2 of
 the Form 8-K filed on May 8, 2007).

17.3 Letter on Director Resignation of Melissa Grimes, dated
 September 4, 2007 (incorporated by reference to Exhibit
 17.3 of the Form 8-K filed on September 7, 2007).

17.4 Letter on Director Resignation of Phillip St. James, dated
 September 12, 2007 (incorporated by reference to Exhibit
 17.4 of the Form 8-K filed on September 17, 2007).

21 Subsidiaries of the Registrant (filed herewith).

31 Rule 13a-14(a)/15d-14(a) Certification of Ephren W. Taylor
 II (filed herewith).

32 Section 1350 Certification of Ephren W. Taylor II (filed herewith).

99.1 Audit Committee Charter, dated April 19, 2005 (incorporated
 by reference to Exhibit 99 of the Form 10-KSB filed on
 April 25, 2005).

99.2 Press release issued by the Company, dated October 31, 2006
 (incorporated by reference to Exhibit 10.2 of the Form 8-K
 filed on November 13, 2006).

99.3 Press release issued by the Company, dated April 23, 2007
 (incorporated by reference to Exhibit 99.2 of the Form 8-K
 filed on April 23, 2007).

City Capital (CE) (USOTC:CTCC)
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