- Amended Annual Statement of Changes in Beneficial Ownership (5/A)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0362
Expires: February 28, 2011
Estimated average burden
hours per response... 1.0

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Brantley Waldo Emerson III	2. Issuer Name and Ticker or Trading Symbol CITY CAPITAL CORP [CTCC]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Executive Vice President
(Last) (First) (Middle) 2000 MALLORY LANE, SUITE 130-301	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2008
(Street) FRANKLIN, TN 37067 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 5/19/2009	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/5/2008		A	100000	A	$0.8 ⁽¹⁾	157333	D
Common Stock	12/8/2008		J	500000	A	$0.2 ⁽²⁾	657333	I ⁽³⁾	Web3Direct, Inc. ⁽³⁾
Common Stock	12/29/2008		J	100000	A	$0.2 ⁽⁴⁾	757333	I ⁽³⁾	Web3Direct, Inc. ⁽³⁾

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (MM/DD/YYYY)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	Restricted shares of common stock issued to Mr. Brantley for services rendered to the Company, valued at $80,0000 ($0.80 per share).
( 2)	Restricted shares of common stock issued to WEB3Direct, Inc., for services rendered to the Company, valued at $100,000 ($0.20 per share).
( 3)	100% of the outstanding shares of common stock of WEB3Direct, Inc., a Florida corporation, is held by Sadiq Family Limited Partnership, a Nevada partnership of which Mr. Brantley owns 5% and his wife, Anne Banas, owns 95%. However, Mr. Brantley is the general partner of this partnership and controls the voting power and the investment power over these shares, and is therefore considered to be the beneficial owner of the shares held by WEB3Direct, Inc.
( 4)	Restricted shares of common stock issued to WEB3Direct, Inc., for services rendered to the Company, valued at $20,000 ($0.20 per share).

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Brantley Waldo Emerson III 2000 MALLORY LANE SUITE 130-301 FRANKLIN, TN 37067	X		Executive Vice President

Signatures
Emerson Brantley		5/26/2009
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.