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

                                   FORM 10-KSB
(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

                                       OR

[ ]  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               (I.R.S. Employer Identification No.)
of Incorporation or Organization)


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


              256 Seaboard Lane, Building E#101 Franklin, TN 37067
              ----------------------------------------------------
                                (Former Address)

                    Company's telephone number: (877)367-1463

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                         common stock, par value $.001.

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) been subject to such filing requirements
for the past 90 days. Yes [X]   No [_].

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].

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

The Company had revenues for the year ending 2007 of $163,447.

The aggregate market value of the voting stock held by non-affiliates of the
Company as of April 14, 2008 is $1,951,731. As of April 14, 2008, the Company
had 2,754,918 shares of common stock issued and outstanding and approximately
840 shareholders.

Transitional Small Business Disclosure Format (check one): Yes [_]  No [X].

<PAGE>


                                TABLE OF CONTENTS

                                     PART I.
                                                                            PAGE
ITEM 1.    DESCRIPTION OF BUSINESS                                            3
ITEM 2.    DESCRIPTION OF PROPERTY                                           11
ITEM 3.    LEGAL PROCEEDINGS                                                 13
ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               13

                                    PART II.

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
           MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES                 15
ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION         16
ITEM 7.    FINANCIAL STATEMENTS                                              20

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE                                          21
ITEM 8a.   CONTROLS AND PROCEDURES                                           21
ITEM 8b.   OTHER INFORMATION                                                 23

                                    PART III.

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT                 24
ITEM 10.   EXECUTIVE COMPENSATION                                            26
ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT AND RELATED STOCKHOLDER MATTERS                        26
ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                    29
ITEM 13.   EXHIBITS                                                          30
ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES                            31
           SIGNATURES                                                        32



<PAGE>

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

In this annual report, references to "City Capital Corporation," "CCC", "the
Company," "we," "us," and "our" refer to City Capital Corporation and its
subsidiaries.

All statements in this discussion that are not historical are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. Statements preceded by, followed by or that otherwise include
the words "believes", "expects", "anticipates", "intends", "projects",
"estimates", "plans", "may increase", "may fluctuate" and similar expressions or
future or conditional verbs such as "should", "would", "may" and "could" are
generally forward-looking in nature and not historical facts. These
forward-looking statements were based on various factors and were derived
utilizing numerous important assumptions and other important factors that could
cause actual results to differ materially from those in the forward-looking
statements. Forward-looking statements include the information concerning our
future financial performance, business strategy, projected plans and objectives.
These factors include, among others, the factors set forth above under the
heading "Risk Factors". Although we believe that the expectations reflected in
the forward-looking statements are reasonable, we cannot guarantee future
results, levels of activity, performance or achievements. Most of these factors
are difficult to predict accurately and are generally beyond our control. We are
under no obligation to publicly update any of the forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. Readers are cautioned not to place undue
reliance on these forward-looking statements.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

HISTORY

The Company was incorporated on July 24, 1984, in Nevada as Diversified
Ventures, Ltd. From 1984 through November 3, 2003 the Company went through
various name changes and business ventures. On November 3, 2003 the Company
changed its name from Justwebit.com, Inc. to Synthetic Turf Corporation, to
reflect the change in core business that was anticipated at the time. On
December 4, 2006, the Company changed its name to City Capital Corporation. In
2007, the Company withdrew its status as a business development company with the
Securities and Exchange Commission resulting in a dramatic change of business
focus in the past year. For information on the Company during its business
development company stage, see Form 10-KSB for fiscal years 2005 and 2006 as
filed with the SEC. Currently City Capital Corporation manages diverse assets
and holdings including real estate developments and the buying, selling and
drilling of oil and gas properties.

On December 6, 2004, the Company elected, by the filing of a Form N-54A with the
Securities and Exchange Commission ("SEC"), to be regulated as a business
development company ("BDC") under the Investment Company Act of 1940 ("1940
Act"). The Company carried on its business as a non-diversified closed-end
management investment company, as those terms are used in the 1940 Act, having
elected to be regulated under the 1940 Act as a business development company,
which is a closed-end management investment company that provides small
businesses that qualify as an "eligible portfolio company" with investment
capital and also significant managerial assistance.

Under the accounting principles applicable to a BDC, subsidiaries are not
consolidated into the Company but rather are reported on the Company's financial
statements at their fair value as determined by the board of directors of the
Company. The Portfolio Company focused on the retail distribution of artificial
turf products. On December 1, 2004, the Company moved its assets (valued at a
total of $239,532, consisting of accounts receivable of $19,046 and a receivable
from Avery Sports Turf, Inc., a related company, of $220,486) into Perfect Turf,
Inc. ("Portfolio Company") in exchange for 100% of the outstanding shares of the
Portfolio Company's common stock (1,000 shares) in order to meet the
requirements of the 1940 Act.


                                       3
<PAGE>
On November 30, 2005, the Company organized The Hough Initiative, LLC, an Ohio
limited liability company. The Company was organized to renovate and sell
distressed properties in the Ohio area. This entity was discontinued in exchange
for debt restructuring in the fourth quarter of 2007.

On November 11, 2006 the Company presented for shareholder approval a resolution
to withdraw the Company's election to continue to operate as a Business
Development Company. On December 11, 2006 and subsequent to the approval of its
shareholders, the Company filed form 14-C with the Securities and Exchange
Commission to withdraw its status as a BDC. The withdrawal became effective on
January 3, 2007.

On April 19, 2006 the Company acquired ECC Vine Street Acquisition, LLC. This
operating subsidiary specialized in the redevelopment of inner city land through
the construction and sale of residential and commercial buildings. The Company
disposed of ECC Vine Street Acquisition, LLC on November 2007. The Company
incurred a loss on discontinued operations of $1,792,302. This subsidiary was
discontinued in exchange for debt restructuring in the fourth quarter of 2007.

On March 29, 2007 the Company entered into agreement to sell its operating
subsidiary Perfect Turf, Inc. Under terms of the agreement the buyer of Perfect
Turf, Inc assumed $191,225 of the Company's debt including a combination certain
of the Company's notes payable, convertible debentures and the interest on the
assumed debt. The Company incurred a loss of $64,170 on the disposition of the
investment subsidiary.

On April 6, 2007 the Company organized City Capital Rehabilitation, LLC. The
Company was organized to purchase, renovate and sell distressed properties
across the country. The Company discontinued City Capital Rehabilitation, LLC in
November 2007, incurring a gain on discontinued operations of $205,531.This
entity was disposed in association with the exchange for debt restructuring in
the fourth quarter of 2007.

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.

Business of the Company

The Company is engaged in leveraging investments, holdings and other assets to
create self-sufficiency for communities around the country and the world. City
Capital Corporation currently manages diverse assets and holdings including real
estate development, and buying, selling and drilling oil and gas properties.

City Capital makes strategic investments and acquisitions that have potential to
yield a positive return on investment. Our intent is to acquire assets at a
significant discount to market, and then rebuild them for sale of cash flow. We
believe that these investments also serve the communities we operate in by
creating economic opportunities for underserved populations. Through the Goshen
Energy subsidiary we are investigating and identifying opportunities within the
Bio Fuel market domestically and internationally.

Subsidiaries

Active Subsidiaries:
--------------------

Goshen Energy, Inc.
-------------------

On January 10, 2007 Goshen Energy Inc., a wholly owned subsidiary of the Company
entered into an agreement to acquire a 60% interest in leases of oil and gas
leases from Montreal Energy, Inc. Under terms of the agreement the Company's
subsidiary was to pay $500,000 plus $2,000,000 from revenue of the oil leases in
Goshen. The Company closed on the lease agreement on May 1, 2007.


                                       4
<PAGE>
In the first quarter 2007, $200,000 was paid in repairs and maintenance for an
oil pump. We have expensed that in repairs and maintenance as of September 30,
2007.

On May 8, 2007 we paid $300,000 toward the lease. Payment terms to acquire the
minerals rights included a payment on July 27, 2007. The Company was unable to
make this payment and has subsequent lost its deposit and lease of the oil and
gas properties. We have recorded this loss as loss on investment in our
financial statements.

On November 7, 2007, Goshen Energy signed a joint venture agreement with Native
American Biofuels International representing the bio fuels interest of nearly a
dozen Native American Tribes. The joint venture will facilitate development of
both bio-fuels and other renewable energy resources, and the necessary
infrastructure to implement such a program on tribal lands to produce biodiesel.
As of December 31, 2007, there has been no movement as the terms of the
agreement have not been met.

On November 13, 2007, Goshen Energy signed a distribution agreement with Verde
Bio Fuels, Inc., a South Carolina Corporation, to distribute their bio-diesel
product in the United States. In the agreement Verde committed to purchase up to
10 Million gallons of Goshen B-100 and B-99.9 bio-diesel per year, to distribute
across the United States. Verde also has right of first refusal on any other
U.S. production of Goshen bio-diesel. Under the agreement, Verde will pay all of
the production costs for the fuel it distributes, and the two companies will
split the net profits on the sale of each gallon.

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.

Inactive Subsidiaries:
----------------------

Perfect Turf, Inc.
------------------

Prior to its election to be a BDC, the Company specialized in the sale and
distribution of artificial turf. Those business activities were conducted in the
Company's subsidiary, Perfect Turf, Inc. Perfect Turf was sold on March 29,
2007.

ECC Vine Street Acquisition, LLC
--------------------------------

On April 19, 2006 the Company acquired ECC Vine Street Acquisition, LLC. This
operating subsidiary specialized in the redevelopment of inner city land through
the construction and sale of residential and commercial buildings. The Company
through its operating subsidiary held property in Kansas City, Missouri which
was planned for redevelopment though the construction of residential and
commercial buildings on the vacant property. This entity was discontinued in
exchange for debt restructuring in the fourth quarter of 2007.

City Capital Rehabilitation, LLC
--------------------------------

On April 6, 2007 the Company organized City Capital Rehabilitation, LLC. The
Company was organized to purchase, renovate and sell distressed properties
across the country. The Company discontinued City Capital Rehabilitation, LLC in
November 2007, incurring a gain on discontinued operations of $205,531.This
entity was disposed in association with the exchange for debt restructuring in
the fourth quarter of 2007.

The Hough Initiative, LLC
-------------------------

On November 30, 2005, the Company organized The Hough Initiative, LLC, an Ohio
limited liability company. The Company was organized to renovate and sell
distressed properties in the Ohio area. This entity was discontinued in exchange
for debt restructuring in the fourth quarter of 2007.

                                       5
<PAGE>
Competition

The Company competes for assets with a large number of development companies
both profit and not for profit. Most of the competitors have greater resources
than the Company. Increased competition would make it more difficult for the
Company to purchase or originate assets at attractive prices.

The Company is in a highly competitive market and its assets are subject to
numerous outside influences including market prices for property and natural
resources such as oil. The market influences are not controllable by the Company
and are influenced by world markets, interest rates, governmental policies and
competitors with much larger financial capabilities.

Patents and Trademarks

The company does not hold any patents; trademarks; licenses, franchises,
concessions, royalty agreements or labor contracts for its business.

Governmental Approval

The Company is not aware of any existing or probable governmental regulations of
an extraordinary nature pertaining to its business, other than normal and
ordinary regulations pertaining to a small business enterprise such as the
Company. The Company's business may involve costs or effects of compliance with
environmental laws (federal, state or local environmental law).

Government Regulation of Development, Exploration and Production

The Company is not aware of any existing or probable governmental regulations of
an extraordinary nature pertaining to the Company's business, other than those
which apply to the development of its oil and gas properties, and those may be
extensive.

The development of the Company's oil and gas properties are subject to extensive
rules and regulations promulgated by federal and state agencies. Failure to
comply with such rules and regulations can result in substantial penalties. The
regulatory burden on the oil and gas industry increases cost of doing business
and affects its profitability. Because such rules and regulations are frequently
amended or interpreted differently by regulatory agencies, the Company will be
unable to accurately predict the future cost or impact of complying with such
laws.

The Company's oil and gas exploration and production operations are affected by
state and federal regulation of oil and gas production, federal regulation of
gas sold in interstate and intrastate commerce, state and federal regulations
governing environmental quality and pollution control, state limits on allowable
rates of production by a well or pro-ration unit and the amount of oil and gas
available for sale, state and federal regulations governing the availability of
adequate pipeline and other transportation and processing facilities, and state
and federal regulation governing the marketing of competitive fuels.

Many state authorities require permits for drilling operations, drilling bonds
and reports concerning operations and impose other requirements relating to the
exploration and production of oil and gas. Such states also have ordinances,
statutes or regulations addressing conservation matters, including provisions
for the unitization or pooling of oil and gas properties, the regulation of
spacing, plugging and abandonment of such wells, and limitations establishing
maximum rates of production from oil and gas wells

Environmental Regulation
------------------------

The recent trend in environmental legislation and regulation has been generally
toward stricter standards, and this trend will likely continue. The Company does
not presently anticipate that it will be required to expend amounts relating to
the development of the oil and gas properties that are material in relation to
its total capital expenditure program by reason of environmental laws and
regulations, but because such laws and regulations are subject to interpretation
by enforcement agencies and are frequently changed by legislative bodies, we are
unable to accurately predict the ultimate cost of such compliance for 2008.


                                       6
<PAGE>

The Company will be subject to numerous laws and regulations governing the
discharge of materials into the environment or otherwise relating to
environmental protection. These laws and regulations may require the acquisition
of a permit before drilling commences, restrict the types, quantities and
concentration of various substances that can be released into the environment in
connection with drilling and production activities, limit or prohibit drilling
activities on certain lands lying within wilderness, wetlands, and areas
containing threatened and endangered plant and wildlife species, and impose
substantial liabilities for unauthorized pollution resulting from operations.

The following environmental laws and regulatory programs appear to be most
significant to the oil and gas properties in 2008:

Clean Water and Oil Pollution Regulatory Programs.
-------------------------------------------------

The Federal Clean Water Act ("CWA") regulates discharges of pollutants to
surface waters. The discharge of crude oil and petroleum products to surface
waters also is precluded by the Oil Pollution Act ("OPA"). Our operations are
inherently subject to accidental spills and releases of crude oil and drilling
fluids that may give rise to liability to governmental entities or private
parties under federal, state or local environmental laws, as well as under
common law. Minor spills occur from time to time during the normal course of our
production operations. The Company maintains spill prevention control and
countermeasure plans ("SPCC plans") for facilities that store large quantities
of crude oil or petroleum products to prevent the accidental discharge of these
potential pollutants to surface waters.

Clean Air Regulatory Programs.
------------------------------

The Company operations are subject to the federal Clean Air Act ("CAA"), and
state implementing regulations. Among other things, the CAA requires all major
sources of hazardous air pollutants, as well as major sources of certain other
criteria pollutants, to obtain operating permits, and in some cases,
construction permits. The permits must contain applicable Federal and state
emission limitations and standards as well as satisfy other statutory and
regulatory requirements. The 1990 Amendments to the CAA also established new
monitoring, reporting, and recordkeeping requirements to provide a reasonable
assurance of compliance with emission limitations and standards.

Waste Disposal Regulatory Programs.
-----------------------------------

The operations may generate and result in the transportation and disposal of
quantities of produced water and other wastes classified by EPA as
"non-hazardous solid wastes". The EPA is currently considering the adoption of
stricter disposal and clean-up standards for non-hazardous solid wastes under
the Resource Conservation and Recovery Act ("RCRA"). In some instances, EPA has
already required the clean up of certain non-hazardous solid waste reclamation
and disposal sites under standards similar to those typically found only for
hazardous waste disposal sites. It also is possible that wastes that are
currently classified as "non-hazardous" by EPA, including some wastes generated
during our drilling and production operations, may in the future be reclassified
as "hazardous wastes". Because hazardous wastes require much more rigorous and
costly treatment, storage, transportation and disposal requirements, such
changes in the interpretation and enforcement of the current waste disposal
regulations would result in significant increases in waste disposal expenditures
by us.

The Comprehensive Environmental Reponse, Compensation and Liability Act
-----------------------------------------------------------------------
("CERCLA").
-----------

CERCLA, also known as the "Superfund" law, imposes liability, without regard to
fault or the legality of the original conduct, on certain classes of persons who
are considered to have caused or contributed to the release or threatened
release of a "hazardous substance" into the environment. These persons include
the current or past owner or operator of the disposal site or sites where the
release occurred and companies that transported disposed or arranged for the
disposal of the hazardous substances under CERCLA. These persons may be subject
to joint and several liabilities for the costs of cleaning up the hazardous
substances that have been released into the environment and for damages to
natural resources. The Company is not presently aware of any potential adverse
claims in this regard.

                                       7
<PAGE>

Health and Safety Regulatory Programs.
--------------------------------------

The operations also are subject to regulations promulgated by the Occupational
Safety and Health Administration ("OSHA") regarding worker and work place
safety.

Regulations Relating to Real Estate Development and Maintenance
---------------------------------------------------------------

Laws benefiting disabled persons may result in the Company's incurrence of
unanticipated expenses. Under the Americans with Disabilities Act of 1990, or
ADA, all places intended to be used by the public are required to meet certain
Federal requirements related to access and use by disabled persons. Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment properties
first occupied after March 13, 1990 to be accessible to the handicapped. These
and other Federal, state and local laws may require modifications to the
Company's property, or restrict renovations of the property. Noncompliance with
these laws could result in the imposition of fines or an award of damages to
private litigants and also could result in an order to correct any non-complying
feature, which could result in substantial capital expenditures.

Employees

As of December 31, 2007, we have no employees except our Chief Executive
Officer. We do not have any employees at this time and do not anticipate the
need to hire any employees until such time as we have been sufficiently
capitalized.

Our future success also depends on our ability to attract and retain other
qualified personnel, for which competition is intense. The loss of our Chief
Executive Officer or our inability to attract and retain other qualified
employees could have a material adverse effect on us.

Risk Factors

In addition to the risks and other considerations discussed elsewhere in this
annual report, set forth below is a discussion of certain risk factors relating
to our business and operations. These risk factors are drafted in "Plain
English" format in accordance with Rule 421 of the Securities Act. Accordingly,
references to "we" and "our" refer to City Capital Corporation and its
subsidiaries.

Risks Related to Our Business
-----------------------------

We have a history of operating losses and will need to generate significant
revenues to achieve or maintain our profitability.

The real estate market in which the Company is engaged is highly competitive.
There are many residential development companies within the market area both for
profit and not for profit that have greater resources than the Company.

Both the income and expenses of operating the property owned by the Company are
subject to factors outside of the Company's control, such as changes in the
supply and demand for similar properties resulting from various market
conditions, increases/decreases in unemployment or population shifts, changes in
the availability of permanent mortgage financing, changes in zoning laws, or
changes in patterns or needs of users.

The Company operates in a volatile market and is subject to numerous outside
influences in its business. Among the risks but not limited to the following
factors:

o        The Company has a lack of operating history, is not profitable, and has
         not generated sustainable revenue since inception, which may affect the
         Company's ability to continue to operate.

                                       8
<PAGE>
o        The Company's accountant has expressed a doubt as to whether the
         Company may continue as a going concern. If the Company does not
         develop sufficient operations to generate operating capital, this may
         affect the Company's ability to continue to operate.

The Company May Borrow Money Which Magnifies the Potential For Gain or Loss on
------------------------------------------------------------------------------
Amounts Invested and May Increase the Risk of Investing in the Company.
-----------------------------------------------------------------------

Borrowings, also known as leverage, magnify the potential for gain or loss on
amounts invested and, therefore, increase the risks associated with investing in
our securities. The Company can borrow from and issue senior debt securities to
banks, insurance companies, and other lenders. Lenders of these senior
securities would have fixed dollar claims on the consolidated assets that are
superior to the claims of the common shareholders. If the value of the
consolidated assets increases, then leveraging would cause the net asset value
attributable to the common stock to increase more sharply than it would have had
the Company not leveraged. Conversely, if the value of the consolidated assets
decreases, leveraging would cause net asset value to decline more sharply than
it otherwise would have had the Company not leveraged. Similarly, any increase
in the consolidated income in excess of consolidated interest payable on the
borrowed funds would cause the net income to increase more than it would without
the leverage, while any decrease in the consolidated income would cause net
income to decline more sharply than it would have had the Company not borrowed.

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.

We May Need to Raise Additional Cash to Complete Our Projects.
--------------------------------------------------------------

The Company may have to make additional cash investments in projects to protect
our overall value in the assets of the Company. The failure to make additional
investments may jeopardize the continued viability of an operating subsidiary,
and our initial (and subsequent) investments. We have no established criteria in
determining whether to make an additional investment except that our management
will exercise its business judgment and apply criteria similar to those used
when making the initial investment. We cannot assure you that we will have
sufficient funds to make any necessary additional investments, which could
adversely affect our success and result in the loss of a substantial portion or
all of our investment in an operating subsidiary.

Risks Relating to Acquisitions
------------------------------

We May Fail to Uncover All Liabilities of Acquisition Targets Through The Due
-----------------------------------------------------------------------------
Diligence Process Prior to an Acquisition, Exposing us to Potentially Large,
----------------------------------------------------------------------------
Unanticipated Costs.
--------------------

Prior to the consummation of any acquisition, we perform a due diligence review
of the target in the Real Estate or oil and gas markets we propose to acquire.
Our due diligence review, however, may not adequately uncover all of the
contingent or undisclosed liabilities we may incur as a consequence of the
proposed acquisition.

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, we 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 our existing operations,
may adversely affect our 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.


                                       9
<PAGE>
Risks Relating to Common Stock
------------------------------

Our Common Stock Price May Be Volatile.
---------------------------------------

The trading price of our common stock may fluctuate substantially. The price of
the common stock may be higher or lower than the price you pay for your shares,
depending on many factors, some of which are beyond our control and may not be
directly related to our operating performance. These factors include the
following:

     o    Price and volume fluctuations in the overall stock market from time to
          time;

     o    Significant volatility in the market price and trading volume of
          securities.

     o    Actual or anticipated changes in our earnings or fluctuations in our
          operating results;

     o    General economic conditions and trends;

     o    Loss of a major funding source; or

     o    Departures of key personnel.

Due to the continued potential volatility of our stock price, we may be the
target of securities litigation in the future. Securities litigation could
result in substantial costs and divert management's attention and resources from
our business.

No Assurance of Public Trading Market and Risk of Low Priced Securities May
---------------------------------------------------------------------------
Affect Market Value of Our Stock.
---------------------------------

The SEC has adopted a number of rules to regulate "penny stocks." Such rules
include Rules 15g-1 through 15g-9 under the Securities Exchange Act of 1934, as
amended. Because the securities of the Company may constitute "penny stocks"
within the meaning of the rules (as any equity security that has a market price
of less than $5.00 per share or with an exercise price of less than $5.00 per
share, largely traded in the Over the Counter Bulletin Board or the Pink
Sheets), the rules would apply to the Company and to its securities.

The SEC has adopted Rule 15g-9 which established sales practice requirements for
certain low price securities. Unless the transaction is exempt, it shall be
unlawful for a broker or dealer to sell a penny stock to, or to effect the
purchase of a penny stock by, any person unless prior to the transaction: (i)
the broker or dealer has approved the person's account for transactions in penny
stock pursuant to this rule and (ii) the broker or dealer has received from the
person a written agreement to the transaction setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stock, the broker or dealer must: (a) obtain
from the person information concerning the person's financial situation,
investment experience, and investment objectives; (b) reasonably determine that
transactions in penny stock are suitable for that person, and that the person
has sufficient knowledge and experience in financial matters that the person
reasonably may be expected to be capable of evaluating the risks of transactions
in penny stock; (c) deliver to the person a written statement setting forth the
basis on which the broker or dealer made the determination (i) stating in a
highlighted format that it is unlawful for the broker or dealer to affect a
transaction in penny stock unless the broker or dealer has received, prior to
the transaction, a written agreement to the transaction from the person; and
(ii) stating in a highlighted format immediately preceding the customer
signature line that (iii) the broker or dealer is required to provide the person
with the written statement; and (iv) the person should not sign and return the
written statement to the broker or dealer if it does not accurately reflect the
person's financial situation, investment experience, and investment objectives;
and (d) receive from the person a manually signed and dated copy of the written
statement. It is also required that disclosure be made as to the risks of
investing in penny stock and the commissions payable to the broker-dealer, as
well as current price quotations and the remedies and rights available in cases
of fraud in penny stock transactions. Statements, on a monthly basis, must be
sent to the investor listing recent prices for the penny stock and information
on the limited market.


                                       10
<PAGE>
There has been only a limited public market for the common stock of the Company.
Our common stock is currently traded on the Pink Sheets. As a result, an
investor may find it difficult to dispose of, or to obtain accurate quotations
as to the market value of our securities. The regulations governing penny
stocks, as set forth above, sometimes limit the ability of broker-dealers to
sell the Company's common stock and thus, ultimately, the ability of the
investors to sell their securities in the secondary market.

Potential shareholders of the Company should also be aware that, according to
SEC Release No. 34-29093, the market for penny stocks has suffered in recent
years from patterns of fraud and abuse. Such patterns include (i) control of the
market for the security by one or a few broker-dealers that are often related to
the promoter or issuer; (ii) manipulation of prices through prearranged matching
of purchases and sales and false and misleading press releases; (iii) "boiler
room" practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and undisclosed
bid-ask differential and markups by selling broker-dealers; and (v) the
wholesale dumping of the same securities by promoters and broker dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses.

Sarbanes-Oxley Act
------------------

We are required to comply with the provisions of Section 404 of the
Sarbanes-Oxley Act of 2002, which require us to maintain an ongoing evaluation
and integration of the internal controls of our business. We were required to
document and test our internal controls and certify that we are responsible for
maintaining an adequate system of internal control procedures for the year ended
December 31, 2007. In subsequent years, our independent registered public
accounting firm will be required to opine on those internal controls and
management's assessment of those controls. In the process, we may identify areas
requiring improvement, and we may have to design enhanced processes and controls
to address issues identified through this review.

We evaluated our existing controls for the year ended December 31, 2007. Our
Chief Executive Officer identified material weaknesses in our internal control
over financial reporting and determined that the Company did not maintain
effective internal control over financial reporting as of December 31, 2007. The
identified material weaknesses did not result in material audit adjustments to
our 2007 financial statements; however, uncured material weaknesses could
negatively impact our financial statements for subsequent years.

We cannot be certain that we will be able to successfully complete the
procedures, certification and attestation requirements of Section 404 or that
our auditors will not have to report a material weakness in connection with the
presentation of our financial statements. If we fail to comply with the
requirements of Section 404 or if our auditors report such material weakness,
the accuracy and timeliness of the filing of our annual report may be materially
adversely affected and could cause investors to lose confidence in our reported
financial information, which could have a negative affect on the trading price
of our common stock. In addition, a material weakness in the effectiveness of
our internal controls over financial reporting could result in an increased
chance of fraud and the loss of customers, reduce our ability to obtain
financing and require additional expenditures to comply with these requirements,
each of which could have a material adverse effect on our business, results of
operations and financial condition.

Further, we believe that the out-of-pocket costs, the diversion of management's
attention from running the day-to-day operations and operational changes caused
by the need to comply with the requirements of Section 404 of the Sarbanes-Oxley
Act could be significant. If the time and costs associated with such compliance
exceed our current expectations, our results of operations could be adversely
affected.

ITEM 2.  DESCRIPTION OF PROPERTY.

The Company maintains a Principle Executive mailing address at 2000 Mallory Lane
Suite 130-301 Franklin, TN 37067. The Company formally maintained offices at 256
Seaboard Lane, Building E #101 Franklin, TN 37067. From August 22, 2006 through
September 2007, the Company rented a space located at 256 Seaboard Lane,
Building# 101, Franklin, TN 37067 a suburb of Nashville, TN from Amorocorp. The
Chief Executive Officer of Amorocorp and the Company are the same.


                                       11
<PAGE>
Real Estate Property

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 following table sets forth the Company's property:

                                             Type of
  Property                Date of Purchase   Ownership                Use
------------------------  ----------------   --------------   ------------------
2.083 acres of land       October 1, 2007    100% Ownership   Occupied Apartment
with 47,764  sq.                             of St. Clair     Building
feet apartment building                      Superior
in Cleveland, OH                             Apartment, Inc.

Schedule of Property

Set forth below for the Company's property is the gross carrying value,
accumulated depreciation, depreciable life, method of depreciation and Federal
tax basis.
<TABLE>
<CAPTION>

                           Gross                                              Federal
                          Carrying   Accumulated   Depreciable   Method of      Tax
Property                   Value     Depreciation     Life     Depreciation     Basis
 ----------------------   --------   ------------  ----------- ------------   -------
<S>                       <C>           <C>            <C>     <C>            <C>
2.083 acres of land
with 47,764  sq.          $165,000      $1,375         30      Straight line  $165,000
feet apartment building
in Cleveland, OH
</TABLE>

Schedule of Property Indebtedness
---------------------------------

The St. Clair Superior Apartment, Inc. property is encumbered by a mortgage with
a fair value of $46,684 at December 31, 2007. As of March 31, 2008 the mortgage
has been paid in full.

Real Estate Taxes and Rates
---------------------------

Upon sale of ECC Vine Acquisition, LLC, no real estate taxes were paid by the
Company.

Capital Improvements
--------------------

Capital expenditures will be incurred only if cash is available from operations,
advances from an affiliate of the Company, or from Company reserves. To the
extent that capital improvements are completed, the Company's distributable cash
flow, if any, may be adversely affected at least in the short term.

Oil and Gas Properties

On January 10, 2007 Goshen Energy Inc., a wholly owned subsidiary of the Company
entered into an agreement to acquire a 60% interest in leases of oil and gas
leases from Montreal Energy, Inc. Under terms of the agreement the Company's
subsidiary was to pay $500,000 plus $2,000,000 from revenue of the oil leases in
Goshen. The Company closed on the lease agreement on May 1, 2007.


                                       12
<PAGE>
In the first quarter 2007, we paid $200,000 to in repairs and maintenance for an
oil pump. We have expensed that in repairs and maintenance as of September 30,
2007.

On May 8, 2007 we paid $300,000 toward the lease. Payment terms to acquire the
minerals rights included a payment on July 27, 2007. The Company was unable to
make this payment and has subsequent lost its deposit and lease of the oil and
gas properties. We have recorded this loss as loss on investment in our
financial statements.

On November 7, 2007, Goshen Energy signed a joint venture agreement with Native
American Biofuels International representing the bio fuels interest of nearly a
dozen Native American Tribes. The joint venture will facilitate development of
both bio-fuels and other renewable energy resources, and the necessary
infrastructure to implement such a program on tribal lands to produce biodiesel.
As of December 31, 2007, there has been no movement as the terms of the
agreement have not been met.

On November 13, 2007, Goshen Energy signed a distribution agreement with Verde
Bio Fuels, Inc., a South Carolina Corporation, to distribute their bio-diesel
product in the United States. In the agreement Verde committed to purchase up to
10 Million gallons of Goshen B-100 and B-99.9 bio-diesel per year, to distribute
across the United States. Verde also has right of first refusal on any other
U.S. production of Goshen bio-diesel. Under the agreement, Verde will pay all of
the production costs for the fuel it distributes, and the two companies will
split the net profits on the sale of each gallon.

ITEM 3.  LEGAL PROCEEDINGS.

On October 4, 1999 the Company was named as a defendant in a lawsuit filed in
Jefferson County, Texas. The plaintiff, Engineering & Wireless Services, Inc.
("EWS") demanded payment of $27,748.71 for services rendered to the Company in
1996 and 1997. The Company's President at the time, John C. Spradley, had
written a check for this same amount on April 2, 1997 that was returned, unpaid
and marked "NSF". Mr. Spradley wrote this check without proper authority by the
Company, and actually was strictly forbidden by a board resolution to write any
checks in excess of $5,000. The writing of the check to EWS left the Company
legally obligated to honor this check. The Company has not had any
communications with any of the parties of this suit for over 3 years.

On December 1, 1999, EWS was granted a final default judgment in the amount of
$37,214.27, which included $9,249.56 in attorney fees. The Company was notified
of such judgment and was not in a position to pay it. On June 9, 2001, a writ of
execution was issued by the Third District Court of the State of Utah directing
the Salt Lake County Sheriff to collect $39,521.00 from the Company; this amount
included post judgment costs of $1,412.44 and other costs of $894.29.

On July 19, 2000, the Company entered into a settlement agreement with EWS. The
Company agreed to pay EWS $31,000 over a four month period and issued to EWS
45,000 shares of the Company's common stock. The Company has made the initial
payment of $5,000 and delivered the stock due to EWS; but no other payments
under the settlement were made. The Company has not reached an agreement with
EWS nor has it pursued any agreement. The Company has been unable during the
past 4 years to contact EWS to discuss any resolution of this matter.

On July 28, 2007, the Company was named as a defendant is a lawsuit filed in the
United States District Court for the Eastern District of Pennsylvania,
Philadelphia Division by the Granite Companies, Inc. The Granite Companies
contend that City Capital entered into an agreement to purchase the membership
interests of The Granite Companies and continue to operate the entity, together
with an agreement to honor certain outstanding liabilities. The complaint
alleges that City Capital breached its contractual obligation and also should be
found liable for fraud relating to the transaction. $1,238,719, together with
punitive damages and any other relief deemed appropriate by the Court are being
sought. The Company has filed a motion to dismiss the complaint and several
other pre-discovery motions have been filed.

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

On November 8, 2007 the Company presented for the shareholders' approval a
resolution for a reverse split of the Corporation's outstanding common stock on
a twenty five to one (25 to 1) basis. On December 12, 2007 and subsequent to the
approval of its shareholders the Company reversed all common stock 25 to 1.

                                       13
<PAGE>

                                    PART II.

ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
         BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

The Company's common stock began trades on the Pink Sheets under the symbol
"CCCN". Upon the revaluation of stock on December 12, 2007, the Company changed
to the current symbol "CTCC". Prior to December 15, 2004 (when the Company was
known as Synthetic Turf Corporation of America, Inc.), the common stock traded
under the symbol "SYTR". Prior to November 14, 2003 (when the Company was known
as JustWebit.com, Inc.), the common stock traded under the symbol "JWIT". The
range of closing prices shown below is as reported by this market. The
quotations shown reflect inter-dealer prices, without retail mark-up, markdown
or commission and may not necessarily represent actual transactions. All prices
below are adjusted for the reverse stock split of 25 to 1, which occurred on
December 12, 2007 as reported by Smallcapcenter.com.

Per Share Common Stock Bid Prices by Quarter

For the Fiscal Year Ended on December 31, 2007

                                                    High        Low
                                                   ------      ------

Quarter Ended December 31, 2007                      2.00        0.50
Quarter Ended December 31, 2007                     13.00        1.25
Quarter Ended June 30, 2007                         20.25        8.25
Quarter Ended March 31, 2007                        21.00        2.08

Per Share Common Stock Bid Prices by Quarter

For the Fiscal Year Ended on December 31, 2006

                                                     High        Low
                                                    ------      ------

Quarter Ended December 31, 2006                       5.50        2.38
Quarter Ended December 31, 2006                       6.00        2.88
Quarter Ended June 30, 2006                          10.00        3.25
Quarter Ended March 31, 2006                          5.50        2.88

Holders of Common Equity

As of December 31, 2007, the Company had approximately 840 shareholders of
record. The number of registered shareholders excludes any estimate by us of the
number of beneficial owners of common shares held in street name.

Dividend Information

On April 30, 2007, the Company issued 51,630 shares of restricted common stock
to unaffiliated third parties as a stock dividend declared April 23, 2007 valued
at $746,035 at $0.001 par per share.

The board of directors presently intends to retain any earnings to finance our
operations and does not expect to authorize cash dividends in the foreseeable
future. Any payment of cash dividends in the future will depend upon our
earnings, capital requirements and other factors.


                                       14
<PAGE>

Employee Stock Incentive Plan.

On March 5, 2001, the Company adopted a Non-Employee Directors and Consultants
Retainer Stock Plan (Amendment No. 3 was adopted on July 1, 2004 and Amendment
No. 4 was adopted on March 29, 2007). The purposes of the plan are to enable the
Company to promote the interests of the company by attracting and retaining
non-employee directors and consultants capable of furthering the business of the
company and by aligning their economic interests more closely with those of the
company's shareholders, by paying their retainer or fees in the form of shares
of common stock. All 80,000,000 shares of common stock authorized under this
plan have been registered under a Form S-8's filed with the SEC. As of December
31, 2006, there are no shares remaining to be issued under the initial plan with
20,000,000 available under the plan amended March 29, 2007. As of December 31,
2007, there were 18,397,796 shares available under the March 29, 2007 amended
plan.
<TABLE>
<CAPTION>

                      Equity Compensation Plan Information
                                December 31, 2007
                                                                             Number of securities
                                                                            remaining available for
                                                                             future issuance under
                         Number of securities to      Weighted-average        equity compensation
                         be issued upon exercise     exercise price of         plans (excluding
                         of outstanding options,    outstanding options,    securities reflected in
                           warrants and rights      warrants and rights           column (a))
    Plan category                  (a)                      (b)                       (c)
-----------------------  -----------------------    --------------------   -------------------------
<S>                                 <C>                     <C>                        <C>
 Equity compensation
  plans approved by
  security holders                  0                       $0                         0

                                                                             Stock Incentive Plan:
                                                                              20,000,000 shares;
 Equity compensation                                                            Director's and
plans not approved by                                                        Consultant's Plan: 0
  security holders                  0                       $0                      shares

                                                                             Stock Incentive Plan:
                                                                              20,000,000 shares;
                                                                                Director's and
                                                                             Consultant's Plan: 0
        Total                       0                       $0                      shares


</TABLE>

                                       15
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes included elsewhere in this report. References in
this section to "City Capital Corporation" the "Company," "we," "us," and "our"
refer to City Capital Corporation and our direct and indirect subsidiaries on a
consolidated basis unless the context indicates otherwise.

This annual report contains forward looking statements relating to our Company's
future economic performance, plans and objectives of management for future
operations, projections of revenue mix and other financial items that are based
on the beliefs of, as well as assumptions made by and information currently
known to, our management. The words "expects, intends, believes, anticipates,
may, could, should" and similar expressions and variations thereof are intended
to identify forward-looking statements. The cautionary statements set forth in
this section are intended to emphasize that actual results may differ materially
from those contained in any forward looking statement.

Our Management, Discussion and Analysis (`MD&A") is provided as a supplement to
our audited financial statements to help provide an understanding of our
financial condition, changes in financial condition and results of operations.
The MD&A section is organized as follows:

     o    Executive Summary, Overview and Development of our Business. These
          sections provide a general description of the Company's business, as
          well as recent developments that we believe are important in
          understanding our results of operations as well as anticipating future
          trends in our operations.

     o    Critical Accounting Policies. This section provides an analysis of the
          significant estimates and judgments that affect the reported amounts
          of assets, liabilities, revenues, expenses, and the related disclosure
          of contingent assets and liabilities.

     o    Results of Operations. This section provides an analysis of our
          results of operations for the year ended December 31, 2007 ("Fiscal
          2007") compared to the year ended December 31, 2006 ("Fiscal 2006"). A
          brief description of certain aspects, transactions and events is
          provided, including related-party transactions that impact the
          comparability of the results being analyzed.

     o    Liquidity and Capital Resources. This section provides an analysis of
          our financial condition and cash flows as of and for the year ended
          December 31, 2007.

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes included elsewhere in this report. References in
this section to "City Capital Corporation" the "Company," "we," "us," and "our"
refer to City Capital Corporation and our direct and indirect subsidiaries on a
consolidated basis unless the context indicates otherwise.

This annual report contains forward looking statements relating to our Company's
future economic performance, plans and objectives of management for future
operations, projections of revenue mix and other financial items that are based
on the beliefs of, as well as assumptions made by and information currently
known to, our management. The words "expects, intends, believes, anticipates,
may, could, should" and similar expressions and variations thereof are intended
to identify forward-looking statements. The cautionary statements set forth in
this section are intended to emphasize that actual results may differ materially
from those contained in any forward looking statement.

OVERVIEW

The Company is engaged in leveraging investments, holdings and other assets to
create self-sufficiency for communities around the country and the world. City
Capital currently manages diverse assets and holdings including real estate
developments and buying, selling and drilling oil and gas properties.


                                       16

<PAGE>
City Capital makes strategic investments and acquisitions that will yield a
positive return on investment. Our 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 we operate in by creating economic
opportunities for underserved populations. Through the Goshen Energy subsidiary
we are identifying opportunities within the Bio Fuel market domestically and
internationally.

RECENT DEVELOPMENTS

On April 6, 2007 the Company organized City Capital Rehabilitation, LLC. The
Company was organized to purchase, renovate and sell distressed properties
across the country. Homes are targeted for purchase and renovation for at least
65% of the After Repaired Value. This subsidiary was discontinued in exchange
for debt restructuring with the Lucien group in the fourth quarter of 2007.

The Company entered into a Line of Credit Agreement with Lucian Group on October
13, 2006. On June 12, 2007, the Company terminated the agreement without
penalty.

On August 13, 2007 the Company entered into a several agreements wherein in it
assigned its obligations under eighteen promissory notes to the Lucian Group, a
New York corporation. The promissory notes have an aggregate principal amount of
approximately $4,478,000 and assignment was consented to by all promissory note
holders. Consenting Promissory Note Holders were issued shares of common stock
in the Company at the rate of one share for each dollar of principal assigned, a
total of 4,477,891 shares pre-split (179,116 post split) of which 4,377,703
pre-split (175,108 post split) were issued in November 2007. In consideration of
the assumption of the Promissory Note liabilities, the Company assigned and
transferred to the Lucian Group, its 100% ownership interests in three limited
liability companies. The limited liability companies are: ECC Vine Street Real
Estate Acquisitions, LLC, a Missouri limited liability company; City Capital
Rehabilitation, LLC, a Missouri limited liability company; and The Hough
Initiative, LLC, an Ohio limited liability company. The Company issued 600,000
shares (post split) of its common stock to the Lucian Group upon closing of the
agreements. The shares to the Lucian Group were issued in November 2007.

The purpose and effect of the transactions were to reduce the Company's
liabilities by approximately $4,916,000 of notes payable and related interest.

On May 1, 2007 the Company entered into a Limited Liability Company Interest
Purchase Agreement with The Granite Companies LLC, a Pennsylvania limited
liability company to acquire all of the issued and outstanding limited liability
company interests (the "Interests") of Granite Custom Builders LLC, a
Pennsylvania limited liability company ("Custom Builders"), Granite Real Estate
Acquisition Company LLC, a Pennsylvania limited liability company
("Acquisition"), and Granite Real Estate Investment Company LLC, a Pennsylvania
limited liability company (collectively Granite).

The Company paid $150,000 as a non-refundable deposit and $31,817 of other
operating expenses on behalf of Granite.

On May 23, 2007, after performing additional due diligence the Company
determined that it was not in their best interest to continue with the
acquisition and so notified Granite. We have expensed the $181,817 as a loss on
investment as of December 31, 2007.

During 2007 we have loaned money or paid expenses principally consisting of
legal and accounting fees on behalf of PFDC, a Company that we are completing
due diligence in anticipation of acquisition. We have recorded these items as
notes receivable as we anticipated applying the amount to the acquisition price
at closing. In the fourth quarter of 2007 we determined that the potential
acquisition was not feasible to the addition costs involved to development and
our current financial situation and we expensed the $81,744 as a loss on
investment as of December 31, 2007.


                                       17
<PAGE>
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, accrued liabilities with this
transaction.

CRITICAL ACCOUNTING POLICIES

The methods, estimates and judgments we use in applying our accounting policies
have a significant impact on the results we report in our financial statements,
which we discuss under the heading "Results of Operations" following this
section of our MD&A. Some of our accounting policies require us to make
difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Our most critical accounting
estimates include the assessment of our long lived asset evaluation.

We believe the following critical accounting policies reflect our more
significant estimates and assumptions used in the preparation of our
consolidated financial statements:

Impairment of long-lived assets
-------------------------------

In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long Lived Assets," the Company records valuation adjustments on land inventory
and related communities under development when events and circumstances indicate
that they may be impaired and when the cash flows estimated to be generated by
those assets are less than their carrying amounts. The Company did not record
valuation adjustments on land inventory as of December 31, 2007 as no triggering
event or impairment had occurred. Due to the commitment to sell the subsidiaries
in which our land resides, we have presented this asset in assets held for sale.

Results of Operations for the year ended December 31, 2007 compared to the year
ended December 31, 2006

Results of operations consist of the following:
<TABLE>
<CAPTION>

                         December 31, 2007  December 31, 2006     $ Change     % Change
                         -----------------  -----------------     --------     --------
<S>                       <C>                  <C>              <C>               <C>
Net Revenues              $      163,447       $        --      $    163,447      100%
Cost of Revenues                  15,905                              15,905      100%
                          --------------       -----------      ------------    ---------
Gross Profit                     147,542                --           147,542      100%
Operating, General and
Administrative Costs           6,106,636           822,141         5,284,495      643%
                          --------------       -----------      ------------    ---------
Net Operating Loss        $   (5,959,094)      $  (822,141)     $ (5,136,953)     625%
</TABLE>


The results of operations reflected in this discussion include historical
operations of the Company as a BDC during the period July 1, 2006 through
December 31, 2006 and January 1, 2007 through January 3, 2007 and not as a BDC
during January 4, 2007 through December 31, 2007. Thus the results which are
indicatives of the Company's results may not be comparative as to operations.

(a)   Revenues and Cost of Revenue.

The Company reported zero revenue for the year ended December 31, 2006. For the
year ended December 31, 2007, the Company generated revenues of $163,447
representing $35,659 of rental revenue for the three months that we have owned
the St. Clair Superior Apartment, Inc., $90,084 for twelve months of consulting
revenue and $37,704 relating to royalties related to a failed gas and oil
project. Cost of revenue was zero for the year ended December 31, 2006 compared
to $15,905 as of December 31, 2007. The cost of revenues for 2007 represents the
cost of revenues for the three months that we have owned the St. Clair Superior
Apartment, Inc. Revenues and cost of revenue was the result of the Company's
changing from a BDC to operating company as of January 3, 2007.


                                       18
<PAGE>

(b)   Operating, General, and Administrative Expenses.

The operating expenses for the year ended December 31, 2006 was $822,141. This
compares to operating expenses for the same period in 2007 totaling $6,106,314.
The majority of the increase for the year ending December 31, 2007 over December
31, 2006 was attributable to consulting cost of $4,235,244, repairs and
maintenance of $204,800 and marketing and investor relation expense of $694,716;
all other costs were relatively comparable. Of our operating, general and
administrative expenses we issued stock for services of $3,239,518. At the end
of the second quarter of 2007, most of our outstanding consulting agreements
were cancelled due to a downturn in business. We continue to engage limited
consultants for securities and exchange reporting regulatory purposes,
accounting and administration, and other business purposes where needed, but
continue to conserve funds were ever possible.

(c)   Non-operating expense (income).

The Company incurred interest expense (net of interest income) of ($165,690) for
the year ended December 31, 2006, compared with $1,017,813 for the year ended
December 31, 2007. The fluctuation in interest expense for the year ended
December 31, 2007 is due interest related to the $4,478,000 worth of notes that
were assigned to the Lucien group.

Loss of investment for the twelve months ended December 31, 2007 was $563,560
compared to $0 at December 31, 2006. The Company incurred a loss on investment
of $300,000 on a Goshen investment due to not being able to make payments for an
oil and gas lease. Partially due to this management has refocused Goshen into
green fuels, such as biofuel, wind and solar. The Company paid $150,000 as a
non-refundable deposit and $31,817 of other operating expenses on behalf of
Granite (previous discussed) which were also included in our loss of investment.
Finally, after further due diligence, approximately $82,000 related to PFDC was
accounted for as loss on investment as the project was not deemed feasible.

Liquidity and Capital Resources.
<TABLE>
<CAPTION>

                                   December 31, 2007  December 31, 2006    $ Change    % Change
                                   -----------------  -----------------    --------    --------
<S>                                  <C>                 <C>              <C>             <C>
Cash                                 $    45,499         $    12,026      $    33,473     278%
Notes Receivable                     $ 2,131,780         $   182,924      $ 1,948,856    1065%
Accounts Payable and Accrued         $   507,065         $   406,096      $   100,969      25%
Expenses
Notes Payable, Convertible           $ 2,282,137         $ 1,449,651      $   832,486      57%
Debentures and Debt Derivative
</TABLE>

We have financed our operations during the period primarily through use of cash
on hand and issuance of common stock, including conversion of notes to common
stock and assignment of eighteen promissory notes to the Lucian Group, a New
York corporation. As of December 31, 2007, we had total current liabilities of
$3,288,319 compared to $1,855,747 as of December 31, 2006. The increase in
current liabilities is primarily due to a significant increase in Notes Payable
and an Unsecured Liability offset by a decrease in our Convertible Debentures as
several of our debenture holders elected to convert their notes to common stock.

Cash decreased as of December 31, 2007 due to the above. Our debt load will put
considerable strain on our cash resources for 2008.


                                       19
<PAGE>
As of December 31, 2007, our Notes Receivable- related party increased to
$2,131,780 compared to $138,636 at December 31, 2006. The President of the
Company is also the President and a shareholder of the debtor. The Company and
the debtor have been discussing this matter and are studying potential forms of
consolidation or amalgamation which would eliminate the outstanding debt. The
Company has requested an independent study of the matter with recommendations
being presented for resolution. Payments toward this note where received in the
fourth quarter of 2007.

We had $45,499 cash on hand as of December 31, 2007 compared to $12,026 as of
December 31, 2006. Due to our cash and debt balances at December 31, 2007 we
have taken measures to reduce costs (including cancelling all non-essential
consulting contracts), decrease our debt (assignment of eighteen promissory
notes to the Lucian Group, a New York corporation) and look for other ways to
improve our cash flows. We will continue to need additional cash during the
following twelve months and these needs will coincide with the cash demands
resulting from our general operations and planned expansion. There is no
assurance that we will be able to obtain additional capital as required, or
obtain the capital on acceptable terms and conditions.

If we are unable to fund ourselves through profitable operations or the ability
to raise capital we may not continue as a going concern.

Off Balance Sheet Arrangements.

The Company does not engage in any off balance sheet arrangements that are
reasonably likely to have a current or future effect on our financial condition,
revenues, results of operations, liquidity or capital expenditures.


ITEM 7. FINANCIAL STATEMENTS.

The financial statements and related notes are included as part of this report
as indexed in the appendix on page F-1.


                                       20
<PAGE>



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

On October 24, 2007, the firm Spector & Wong, LLP, of Pasadena, California, was
engaged by the Company's board of directors as the principal accountant to audit
the Company's financial statements for the fiscal year of the ended December 31,
2007. On October 1, 2007, the firm De Joya Griffith and Company, LLC who were
previously engaged as the principle auditors of the Company's financial
statements, resigned.

The decision to change independent accountants was approved by the Board of
Directors who functions as the Audit Committee of the Company on October 24,
2007.

During our most recent fiscal years and any subsequent interim period preceding
such change in accountants, there were no disagreements with De Joya Griffith &
Company on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope of procedure (within the meaning of Item
304(a)(1)(iv) of Regulation S-K), and there were no reportable events (as
defined in Item 304(a)(1)(v) of Regulation S-K).

On February 5, 2007, the firm De Joya Griffith & Company, LLC, of Henderson,
Nevada, was engaged as the principal accountant to audit the Registrant's
financial statements for the fiscal year of the Company ended December 31, 2006,
and George Brenner, C.P.A., the independent accountant who was previously
engaged as the principal accountant to audit the Company's financial statements,
resigned.

The reports of De Joya Griffith & Company, LLC for the fiscal years ended
December 31, 2006 did not contain an adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or
accounting principle.

The Company provided a copy of the foregoing disclosures to George Brenner,
C.P.A. prior to the date of filing this report and requested that he provide it
with a letter addressed to the Securities and Exchange Commission stating
whether or not he agrees with the statements in this Item 4.01. A copy of the
letter furnished in response to that request was filed as Exhibit 16.1 of the
Form 8-k.

ITEM 8A. CONTROLS AND PROCEDURES.

Management's Report on Internal Control over Financial Reporting

The management of City Capital Corporation is responsible for establishing and
maintaining adequate internal control over financial reporting. Internal control
over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated
under the Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company's principal executive and principal financial
officers and effected by the company's board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that:

     -    Pertain to the maintenance of records that in reasonable detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of the company;

     -    Provide reasonable assurance that transactions are recorded as
          necessary to permit preparation of financial statements in accordance
          with accounting principles generally accepted in the United States of
          America and that receipts and expenditures of the company are being
          made only in accordance with authorizations of management and
          directors of the company; and

     -    Provide reasonable assurance regarding prevention or timely detection
          of unauthorized acquisition, use or disposition of the company's
          assets that could have a material effect on the financial statements.


                                       21
<PAGE>
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.

Management assessed the effectiveness of the Company's internal control over
financial reporting as of December 31, 2007. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework.

WE EXPECT TO NOTE THE FOLLOWING MATERICAL WEAKNESSES - INFORMATION AND
COMMUNICATION, SEGREGATION OF DUTIES AND POSSIBLY FINANCIAL REPORTING

Identified Material Weaknesses

A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the financial statements will not be prevented or detected.

Management identified the following internal control deficiencies during its
assessment of our internal control over financial reporting as of December 31,
2007:

     1.   We did not have effective comprehensive entity-level internal controls
          specific to the structure of our Company to ensure adequate, timely
          and accurate communication and information flow; and,

     2.   We did not have formal policies governing certain accounting
          transactions and financial reporting processes.

An independent consulting firm assisted management with its assessment of the
effectiveness of our internal control over financial reporting, including scope
determination, planning, staffing, documentation, testing, remediation and
retesting and overall program management of the assessment project. In
conclusion, our Chief Executive Officer determined that City Capital Corporation
did not maintain effective internal control over financial reporting as of
December 31, 2007.

Management's Remediation Initiatives

We are in the process of evaluating our material deficiencies. We have already
begun to remediation procedures of these deficiencies. However, others may
require additional people, which will take longer to remediate.

In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:

     1.   Identify a communication process such that transactions entered into
          by executive management are communicated in a timely and effective
          manner to avoid unnecessary financial reporting delays and
          adjustments;

     2.   Establish comprehensive formal general accounting policies and
          procedures and require employees, or consultants in areas such as
          Accounting, Reporting and Administration, to facilitate sign off such
          policies and procedures with executive management as documentation of
          their understanding of and compliance with City Capital Corporation
          policies; and,

     5.   Finalize formal policies governing accounting transaction and
          financial reporting processes which were started as part of this
          endeavor.

                                       22
<PAGE>
We anticipate that the above initiatives will be at least partially, if not
fully, implemented by June 30, 2008. Additionally, we plan to test our updated
controls and remediate our deficiencies by December 31, 2008.

Conclusion

The above identified material weaknesses did not result in material audit
adjustments to our 2007 financial statements. However, it is reasonably possible
that, if not remediated, one or more of the identified material weaknesses noted
above could result in a material misstatement in our reported financial
statements that might result in a material misstatement in a future annual or
interim period.

Changes in Disclosure Controls and Procedures.

There were no significant changes in the Company's disclosure controls and
procedures, or in factors that could significantly affect those controls and
procedures, since their most recent evaluation.

ITEM 8b. OTHER INFORMATION.

None





                                       23
<PAGE>
                                    PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Directors and Executive Officers.

The names, ages, and respective positions of the directors and executive
officers of the Company are set forth below. The directors named below will
serve until the next annual meeting of our stockholders or until their
successors are duly elected and have qualified. Directors are elected for a term
until the next annual stockholders' meeting. Officers will hold their positions
at the will of the board of directors, absent any employment agreement, of which
none currently exist or are contemplated.

There are no family relationships between any two or more of our directors or
executive officers. There are no arrangements or understandings between any two
or more of our directors or executive officers. There is no arrangement or
understanding between any of our directors or executive officers and any other
person pursuant to which any director or officer was or is to be selected as a
director or officer, and there is no arrangement, plan or understanding as to
whether non-management shareholders will exercise their voting rights to
continue to elect the current board of directors. There are also no
arrangements, agreements or understandings between non-management shareholders
that may directly or indirectly participate in or influence the management of
our affairs. There are no other promoters or control persons of the Company.
There are no legal proceedings involving the executive officers or directors of
the Company.

Gary Borglund and Richard Overdorff were appointed to the board of directors on
February 6, 2001. On July 15, 2002, Mr. Borglund was appointed president and
continued in his role of chairman of the board until September 15, 2006 at which
time Mr. Borglund resigned as Chairman of the Board and was replaced by Ephren
Taylor, Jr. Both Gary Borglund and Richard Overdorff resigned as directors and
officers of the Company on May 1, 2007.

On April 17, 2007 Melissa Grimes was appointed director and chief operations
officer. Melissa Grimes resigned as director and officer of the Company on
September 4, 2007.

On July 27, 2006 Phillip St. James was appointed to the board of directors of
the Company and resigned on September 11, 2007.

On September 18, 2006 Don R. McCarthy was appointed to the board of directors of
the Company. On January 19, 2007 Emerson Brantley was appointed to the board of
directors of the Company.

Ephren W. Taylor II, Chairman and Chief Executive Officer

Mr. Taylor, age 25, became the Company's Chief Executive Officer and Chairman of
the Board of the Company on May 5, 2006. Mr. Taylor's interest in the proposed
reorganization transaction arises from his affiliation with Company, as to which
Mr. Taylor is Chairman and CEO of Ephren Capital Corporation, the sole member of
board of directors. Mr. Taylor, has from 2003 to the present served as the Chief
Executive Officer and President of Amoro Corporation, a public company trading
under the symbol AORO. PK that is developing various real estate projects in
Tennessee, Ohio and Missouri. Mr. Taylor is also serving as the Chief Executive
Officer of Amoro Capital Corporation, which owns a diversified portfolio of
companies including Ephren Capital Corporation, Green Mountain Springs Water, a
third generation bottled water company, and Amoro Financial Group. From 2000 to
2003, Mr. Taylor founded and served as Chief Executive Officer of iNTouch
Connections, LLC, a technology company.

                                       24
<PAGE>
Don Ricardo McCarthy, Director

Mr. McCarthy, age 56, from 1997 until his retirement in 2006 served as Consulate
to the US from the Caribbean nation of Barbados. He also served as the Senior
Business Development Manager for the Barbados Tourism Authority, at the Barbados
Consulate General Office. He is also Chairman of the Advisory Counsel for the
Caribbean Tourism Organization; Chairman of the Marne and Ecological Research
Foundation; Director of Ramnat Financial Group; Director of Distinctive Luxury
Vacations; Member of the Greater Los Angeles World Trade Center Association;
and, Member of the Los Angeles Diplomatic Corps. Mr. McCarthy earned a Bachelors
and Masters of Business Administration at Western States University in
Fullerton, CA.

Emerson Brantley, Executive Vice President, Director

Mr. Brantley, 51 was elected Executive Vice President and director of the
Company on January 19, 2007. In addition he serves as a director and chief
communication officer of Amorocorp, Inc, a related party. Mr. Brantley is also
President of Web3Direct Business Consulting and a principal of the Guthrie
Group. Since 1991 has served as an officer and director of various companies
including International Media Holdings, Inc, Success Development International
and Bronz-Glow Coating Corporation. Mr. Brantley graduated in 1976 Magna Cum
Laude in communications from Florida State University.

Compliance with Section 16(a) of the Exchange Act.

Section 16(a) of the Securities Exchange Act of 1934 requires executive officers
and directors, and persons who beneficially own more than 10% of any class of
the Company's equity securities to file initial reports of ownership and reports
of changes in ownership with the SEC. Executive officers, directors and
beneficial owners of more than 10% of any class of the Company's equity
securities are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file.

Based solely upon our review of copies of Forms 3, 4 and 5, and any subsequent
amendments thereto, furnished to the Company by our directors, officers and
beneficial owners of more than ten percent of our common stock, we are aware of
a Form 3 that has not been filed regarding shares issued to the Lucian
Development on 10/26/2007.

Other Committees of the Board of Directors.

Currently, the Company's Board of Directors acts as the audit committee,
compensation committee, and nominating committee. The Company's Chairman of the
Board of Directors, Mr. Taylor, is not an "audit committee financial expert"
within the applicable definition of the Securities and Exchange Commission. The
Company will not have an "audit committee financial expert" until the Board is
expanded and additional directors are added.

Code of Ethics.

The Company has adopted a code of ethics that applies to our board of directors,
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. The code of
ethics in general prohibits any officer, director or advisory person of the
Company from acquiring any interest in any security which the Company (i) is
considering a purchase or sale thereof, (ii) is being purchased or sold by the
Company, or (iii) is being sold short by the Company. These persons are required
to advise us in writing of his or her acquisition or sale of any such security.


                                       25
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following tables provides certain summary information concerning the
compensation earned by the named executive officers for the years ended December
31, 2007, December 31, 2006 for services rendered in all capacities to City
Capital Corp.:
<TABLE>
<CAPTION>

Summary Compensation Table.

                                   Annual compensation                   Long-term compensation
                           ----------------------------------     -----------------------------------
                                                                        Awards              Payouts
                                                                  ----------------------  -----------
                                                                              Securities
                                                      Other                     under-                   All
 Name and                                             annual      Restricted    lying                   other
principal                                             compen-       stock      options/      LTIP       compen-
 position          Year      Salary       Bonus       sation       award(s)      SARs       payouts     sation
   (a)             (b)       ($)(c)       ($)(d)      ($)(e)        ($)(f)      (#)(g)      ($)(h)      ($)(i)
--------------     ----     --------      ------      -------     ----------  ----------    -------     -------
<S>                <C>      <C>            <C>          <C>          <C>         <C>          <C>          <C>
Ephren Taylor,     2007     $250,000        -            -            -           -            -            -
CEO (1)            2006        $0           -            -            -           -            -            -
---------------------------------------------------------------------------------------------------------------
Gary Borglund,     2007        $0           -            -            -           -            -            -
President (2)      2006      $80,000(3)     -            -            -           -            -            -
                   2005      $85,169(3)     -            -            -           -            -            -
                   2004      $55,069(3)     -            -            -           -            -            -
---------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                            OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

                                     OPTION AWARDS                                               STOCK AWARDS
                  ---------------------------------------------------------------- -----------------------------------------------
                                                                                                                          Equity
                                                                                                                         Incentive
                                                                                                              Equity       Plan
                                                                                                            Incentive     Awards:
                                                                                                               Plan      Market or
                                                   Equity                                                    Awards:      Payout
                                                  Incentive                                                 Number of    Value of
                                                Plan Awards:                                    Market       Unearned    Unearned
                    Number of      Number of      Number of                          Number of  Value of     Shares,      Shares,
                   Securities     Securities     Securities                          Shares or  Shares or    Units or    Units or
                   Underlying     Underlying     Underlying                          Units of   Units of      Other        Other
                   Unexercised    Unexercised    Unexercised   Option               Stock That  Stock      Rights That    Rights
                     Options        Options       Unearned    Exercise    Option     Have Not   That Have    Have Not    That Have
                       (#)            (#)          Options      Price   Expiration    Vested    Not Vested    Vested    Not Vested
      Name         Exercisable   Unexercisable       (#)         ($)       Date         (#)        ($)         (#)          (#)
       (a)             (b)            (c)            (d)         (e)        (f)         (g)        (h)         (i)          (j)
--------------     -----------   -------------  ------------  --------  ----------  ----------  ----------  ----------  ----------
<S>                    <C>            <C>            <C>         <C>        <C>         <C>         <C>         <C>          <C>
Ephren Taylor,          -              -              -           -          -           -          -           -            -
CEO (1)

Gary Borglung,          -              -              -           -          -           -          -           -            -
President(2)
</TABLE>

The Principal Officers of the Company did not receive any stock options or stock
awards that have not vested for their services.

                                       26
<PAGE>
<TABLE>
<CAPTION>

                                     DIRECTOR COMPENSATION
                                                                           Non-Qualified
                Fees Earned                               Non-Equity         Deferred
                 or Paid in  Stock                         Incentive       Compensation         All
                    Cash     Awards     Option Awards  Plan Compensation     Earnings          Other
     Name           ($)        ($)           ($)              ($)               ($)        Compensation  Total
      (a)           (b)         I            (d)              (e)               (f)          ($)   (g)   ($)(j)
--------------  -----------  ------     -------------  -----------------   ------------    ------------  ------
<S>                 <C>         <C>          <C>              <C>               <C>              <C>      <C>
Ephren Taylor,       -           -            -                -                 -                -        -
CEO (1)
Gary Borglund,       -           -            -                -                 -                -        -
President (2)
</TABLE>

(1)  Mr. Taylor was appointed Chief Operating Officer on May 5, 2006.

(2)  Mr. Borglund was appointed to the position of president on July 15, 2003
     and resigned from the Company on May 1, 2007.

     The Company had accrued but not paid Mr. Borglund $95,694 through December
     31, 2007

Directors of the Company do not receive cash compensation for their services as
directors or members of the committees of the board of directors. All directors
may be reimbursed for their reasonable expenses incurred in connection with
attending meetings of the board of directors or management committees.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

Security Ownership.

The following table sets forth information regarding the beneficial ownership of
shares of the Company's common stock as of December 31, 2007 (2,524,252) shares
issued and outstanding) by (i) all stockholders known to the Company to be
beneficial owners of 5% or more of the outstanding common stock; and (ii) all
directors and executive officers of the Company as a group:



                                       27
<PAGE>
<TABLE>
<CAPTION>

                                                                     Amount of Beneficial Ownership     Percent of
  Title of Class       Name and Address of Beneficial Owner (1)                    (2)                     Class
------------------- ------------------------------------------------ -------------------------------- ----------------
<S>                                <C>                                           <C>                      <C>
                               Lucian Development Group
   Common Stock                    2000 Mallory Lane                             600,000                  23.77%
                                     Suite 130-301
                                  Franklin, TN 37067

                                     Don McCarthy
   Common Stock                    2000 Mallory Lane                              1,000
                                     Suite 130-301
                                  Franklin, TN 37067
                                                    0.00%
                              Ephren Taylor Holdings, LLC
   Common Stock                    Ephren Taylor II
                                   2000 Mallory Lane                             270,921                  10.73%
                                     Suite 130-301
                                  Franklin, TN 37067

                                   Emerson Brantley
   Common Stock                    2000 Mallory Lane
                                     Suite 130-301                               43,333                    1.72%
                                  Franklin, TN 37067

   Common Stock     Shares of all directors and executive officers               315,254                  12.49%
                                as a group (3 persons)
</TABLE>

(1)  Each person has sole voting power and sole dispositive power as to all of
     the shares shown as beneficially owned by them.

     None of these security holders has the right to acquire any amount of the
     shares within sixty days from options, warrants, rights, conversion
     privilege, or similar obligations.

Securities Authorized for Issuance under Equity Compensation Plans.

The Company has adopted two equity compensation plans and amended as one,
neither of which has been approved by the Company's shareholders:

(a)  Employee Stock Incentive Plan.

On March 5, 2002, the Company adopted an Employee Stock Incentive Plan (this
plan was amended on November 20, 2002 and March 29, 2007 as an Employee,
Directors and Consultants Stock Option Program). This plan is intended to allow
designated officers, employees, directors and outside consultants of the Company
to certain options to purchase company common stock. The purpose of this plan is
to provide these persons with equity-based compensation incentives to make
significant and extraordinary contributions to the long-term performance and
growth of the Company, and to attract and retain employees. All 20,000,000
shares of common stock authorized under this plan have been registered under a
Form S-8's filed with the SEC. The options are exercisable at whatever price is
established by the board of directors, in its sole discretion, on the date of
the grant. No options have been granted under this plan.

     Non-Employee Directors and Consultants Retainer Stock Plan.

On March 5, 2001, the Company adopted a Non-Employee Directors and Consultants
Retainer Stock Plan (Amendment No. 3 was adopted on July 1, 2004 and Amendment
No. 4 was adopted on March 29, 2007). The purposes of the plan are to enable the
Company to promote the interests of the company by attracting and retaining
non-employee directors and consultants capable of furthering the business of the
company and by aligning their economic interests more closely with those of the
company's shareholders, by paying their retainer or fees in the form of shares
of common stock. All 80,000,000 shares of common stock authorized under this
plan have been registered under a Form S-8's filed with the SEC. As of December
31, 2006, there are no shares remaining to be issued under the initial plan with
20,000,000 available under the plan amended March 29, 2007. As of December 31,
2007, there were 18,397,796 shares available under the March 29, 2007 amended
plan.

                                       28
<PAGE>

When the Company converted to a BDC, and under the 1940 Act it was prohibited
from issuing stock or options for services, so it deregister all of the
remaining registered shares under the Employee Stock Incentive Plan as the rules
under which it operates do not allow for such issuances. Subsequent to the
filing of the Company ending its status as a BDC the Company amended it
employees and consultants stock option program on March 29, 2007 through the
filing of a Form S-8.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Other than as set forth below, during the last two fiscal years there
have not been any relationships, transactions, or proposed transactions to which
the Company was or is to be a party, in which any of the directors, officers, or
5% or greater shareholders (or any immediate family thereof) had or is to have a
direct or indirect material interest.

On October 1, 2004, the Company entered into a new employment agreement with Mr.
Borglund (see Exhibit 10.5). Under the terms of this three-year contract, Mr.
Borglund is to be paid $80,000 per year, subject to review by the Company's
Compensation Committee on an annual basis with regard to the possibility of an
increase in base salary; provided, however, the base salary is not to be
decreased. In addition, he is eligible to receive an annual bonus; beginning in
2005, the target amount for the annual bonus is not less than 10% of the base
salary, subject to review by the Company's Compensation Committee on an annual
basis with regard to the possibility of an increased annual bonus and subject to
the caveat that the Company's financial performance could result in a decrease
or elimination of the Annual Bonus for any year(s).

Under the agreement, Mr. Borglund is to be granted options to purchase 50,000
shares of the Company common stock (the term of the option is ten years and will
vest 25% annually beginning on the first anniversary of the effective date. The
stock option price shall be the fair market value of the Company's common stock
on the effective date. The options were not granted. The employment agreement
was terminated on December 31, 2006.

On August 24, 2006 the Company entered into an agreement with Amorocorp, Inc.
(Contractor) where by Amorocorp supplies management and financial services
including accounting and legal services to the Company. Under the terms of the
agreement the Company pays the Contractor $ 100,000 per month for the services
it renders to the Company. The Chairman and CEO of the Company is also the
President and a shareholder of the Contractor. As of December 31, 2006 the
Company had prepaid Amorocorp $ 138,363. This agreement was terminated on June
30, 2007.

On April 19, 2006 the Company entered into an agreement with Ephren Capital, Inc
to acquire 100% of ECC Vine Street Real Estate Acquisitions, LLC (ECC Vine) as
an operating subsidiary. Under the terms of the agreement Ephren Capital, Inc
exchanged all of their outstanding units for common shares of the Company. In
addition, the Company will receive future considerations for the shares issued.
On July 1, 2006 the Company's shareholders approved the merger agreement between
the Company and ECC Vine. On July 31, 2006 the Company completed the acquisition
of ECC Vine and issued 269,255 shares of the Company's stock to the unit holders
of ECC Vine; 170,392 shares for the acquisition of the ECC Vine and 99,396
shares for a stock subscription receivable. The Company disposed of ECC Vine
Street Acquisition, LLC on November 2007. The Company incurred a loss on
discontinued operations of $1,792,302.

For each of the transactions noted above, the transaction was negotiated, on the
part of the Company, on the basis of what is in the best interests of the
Company and its shareholders. In addition, in each case the interested affiliate
did vote in favour of the transaction; however, the full board of directors did
make the determination that the terms in each case were as favourable as could
have been obtained from non-affiliated parties.

Certain of our directors are engaged in other businesses, either individually or
through corporations in which they have an interest, hold an office, or serve on
a board of directors. As a result, certain conflicts of interest may arise
between the Company and such directors. The Company will attempt to resolve such
conflicts of interest in our favor.


                                       29
<PAGE>
ITEM 13.  EXHIBITS
<TABLE>
<CAPTION>

Exhibit No.            Identification of Exhibit                               Location
-----------            -------------------------                               --------
<S>          <C>                                            <C>
3.10         Certificate of Amended Articles of             Incorporated by reference from City Capital
             Incorporation                                  Corporation's annual report on form
                                                            10-KSB for the year ending December 31,
                                                            2004 filed on April 25, 2005.

3.11         City Capital Corp. Bylaws                      Filed herewith

10.7         Management Agreement                           Filed herewith

14           Code of Ethics                                 Incorporated by reference from City Capital
                                                            Corporation's annual report on form 10-KSB
                                                            for the year ending December 31, 2004 filed
                                                            on April 25, 2005.

21           Subsidiaries                                   Filed herewith

31           Certification of Chief Executive Officer       Filed herewith
             pursuant to Section 302 of the Sarbanes-Oxley
             Act of 2002

32           Certification of Chief Financial Officer       Filed herewith
             pursuant to Section 906 of the Sarbanes-Oxley
             Act of 2002
</TABLE>

(b)  Reports on form 8-K

     * On February 8, 2007, the Company filed with the SEC a Current Report
     pursuant to Item 4.01 and 9.01 of Form 8-K, "Changes in Registrant's
     Certifying Accountant."

     * On April 23, 2007, the Company filed with the SEC a Current Report
     pursuant to Item 2.02, 8.01, and 9.01 of Form 8-K, "Results of Operations
     and Financial Condition."

     * On May 8, 2007, the Company filed with the SEC a Current Report pursuant
     to Item 1.01, 3.02, 5.02, and 9.01 of Form 8-K, "Entry into a Material
     Definitive Agreement."

     * On August 17, 2007, the Company filed with the SEC a Current Report
     pursuant to Item 1.01 of Form 8-K, "Entry into a Material Definitive
     Agreement."

     * On September 7, 2007, the Company filed with the SEC a Current Report
     pursuant to Item 5.02, and 9.01 of Form 8-K, "Departure of Directors or
     Principal Officers; Election of Directors; Appointment of Principal
     Officers."

     * On September 17, 2007, the Company filed with the SEC a Current Report
     pursuant to Item 5.02, and 9.01 of Form 8-K, "Departure of Directors or
     Principle officers; Election of Directors; Appointment of Principle
     Officers."

     * On October 9, 2007, the Company filed with the SEC a Current Report
     pursuant to Item 4.01, and 9.01 of Form 8-K, "Changes in Registrant's
     Certifying Accountant."

     * On October 29, 2007, the Company filed with the SEC a Current Report
     pursuant to Item 4.01 of Form 8-K, "Changes in Registrant's Certifying
     Accountant."

     * On November 15, 2007, the Company filed with the SEC a Current Report
     pursuant to Item 1.01, 3.02, and 8.01 of Form 8-K, "Entry into a Material
     Definitive Agreement."

                                       30
<PAGE>

(c)  Reports on Form S-8

     * On March 29, 2007, the Company filed with the SEC a Registration
     Statement, "Securities to be Offered to Employees in Employee Benefit
     Plan."

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.

The aggregate fees billed for professional services rendered our principle
accountants for the audit of our financial statements, for the review of the
financial statements included in our annual report on Form 10-KSB, and for other
services normally provided in connection with statutory filings were $22,275 and
$35,949, respectively, for the years ended December 31, 2007 and 2006.

Audit-Related Fees.

The Company did not incur any audited related fees and services not included
Audit Fees above for the years ended December 31, 2007 or 2006.

All Other Fees.

There were no tax preparation fees billed for the fiscal year ended December 31,
2007 or 2006.






                                       31
<PAGE>





                                   SIGNATURES

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: May 1, 2008                      By: /s/ Ephren Taylor
                                            -----------------
                                        Ephren Taylor
                                        Principal Executive Officer/
                                        Principal Financial Officer/Director



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the date indicated:

Signature                 Title                              Date
------------------   ------------------              ---------------------


/s/ Ephren Taylor    Director                            May 1, 2008
-----------------
Ephren Taylor









                                       32
<PAGE>

                            CITY CAPITAL CORPORATION
                 Financial Statements and Accompanying Footnotes

                                Table of Contents


1.   Reports of Independent Registered Public Accounting Firm................F-2

2.   Balance Sheets..........................................................F-4

3.   Statements of Operations................................................F-5

4.   Statement of Stockholders' Deficit......................................F-6

5.   Statements of Cash Flows................................................F-7

6. Notes to Financial Statements.............................................F-9












                                      F-1
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
of City Capital Corporation

We have audited the accompanying consolidated balance sheet of City Capital
Corporation as of December 31, 2007, and the related consolidated statements of
operations, changes in stockholders' deficit, and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The consolidated financial statements of City
Capital Corporation as of December 31, 2006, were audited by other auditors
whose report dated April 17, 2007, on those statements included an explanatory
paragraph describing conditions that raised substantial doubt about the
Company's ability to continue as a going concern.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosure in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of City Capital
Corporation as of December 31, 2007, and the results of its operations and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 2, the
Company's ability to continue in the normal course of business is dependent upon
the success of future operations. The Company has recurring losses, substantial
working capital deficiency, stockholders' deficit and negative cash flows from
operations. In addition, default in certain notes payable, recent withdraw as a
business development company and commencement of new operations raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plan regarding these matters is also described in Note 2. These
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/ Spector & Wong, LLP
-----------------------
Pasadena, CA
April 18, 2008


                                      F-2
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
of City Capital Corporation

We have audited the accompanying balance sheet of City Capital Corporation
("Company") as of December 31, 2006, and the related statements of changes in
net assets, operations, changes in stockholders deficit, cash flows, and
financial highlights and for the year ended December 31, 2006. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
my audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. I believe that my audit
provides a reasonable basis for my opinion.

As set forth in the "Schedule of Investments", included in the financial
statements, an investment amounting to $1,179,191 at December 31, 2006 has been
valued at fair value as determined by the Board of Directors. We have reviewed
the procedures applied by the Board of Directors in valuing such investments and
have inspected underlying documentation; while in the circumstances the
procedures appear to be reasonable and the documentation appropriate,
determination of fair value involves subjective judgment which is not
susceptible to substantiation by the audit process.

In our opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of the Company
as of December 31, 2006, and the results of its operations and cash flows for
the year ended December 31, 2006, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations
and negative cash flows. These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/ De Joya, Griffith & Company, LLC
------------------------------------
April 17, 2007
Henderson, NV


                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                            CITY CAPITAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS

                                                                                For Years Ended December 31,
                                                                                     2007           2006
                                                                                 -----------    -----------
                                     ASSETS
<S>                                                                              <C>            <C>
Current Assets
Cash                                                                             $    45,499    $    12,026
Restricted cash - security deposits                                                   13,728             --
Accounts receivable                                                                    8,743             --
Notes receivable                                                                          --         44,288
Note receivable- related party                                                     2,131,780        138,636
Other asset                                                                            3,719             --
                                                                                 -----------    -----------
      Total Current Assets                                                         2,203,469        194,950

Investment in Portfolio Companies                                                         --      1,084,439
Fixed asset, net of accumulated depreciation of $1,375                               163,625             --
Intangible assets, net of accumulated amortization of $32,113                         44,502             --
Goodwill                                                                             148,146             --
Other asset                                                                               --         94,480
                                                                                 -----------    -----------
        Total Assets                                                             $ 2,559,742    $ 1,373,869
                                                                                 ===========    ===========
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
    Accounts payable and accrued expenses                                        $   311,371    $   265,208
    Security deposits                                                                 10,695             --
    Accrued consulting-related party                                                 195,694        140,888
    Unsecured liability                                                              604,582             --
    Notes payable including accrued interest
      of $590,374 and $482,060                                                     1,980,008      1,091,474
    Convertible debentures including accrued interest
       of $5,700 and $54,867                                                          35,700        215,617
    Debt Derivative                                                                  150,269        142,560
                                                                                 -----------    -----------
      Total Current Liabilities                                                    3,288,319      1,855,747

Long Term Liabilities
      Convertible debentures including accrued interest of $41,160                   116,160             --
                                                                                 -----------    -----------
        Total Liabilities                                                          3,404,479      1,855,747

Commitment and contingencies

Stockholders' Deficit
      Common stock, $0.001 par value; authorized
        235,000,000 shares; issued and outstanding
        2,524,252 and 701,818 shares, respectively                                     2,524            702
    Additional paid-in capital                                                     8,690,453      1,955,596
    Accumulated deficit                                                           (9,549,737)    (1,652,280)
    Stock subscription payable (receivable)                                           12,023       (619,889)
    Uncategorized depreciation of portfolio companies                                     --       (166,007)
                                                                                 -----------    -----------
        Total Stockholders' Deficit                                                 (844,737)      (481,878)
                                                                                 -----------    -----------
        Total Liabilities and Stockholders' Deficit                              $ 2,559,742      1,373,869
                                                                                 ===========    ===========
</TABLE>

       See accompanying notes to these consolidated financial statements.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                            CITY CAPITAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                            For the Years Ended
                                                                 December 31,
                                                              2007           2006
                                                          -----------    -----------
Revenues:
<S>                                                       <C>            <C>
   Revenues                                               $    90,084    $        --
   Rental revenue                                              35,659             --
   Other Revenue                                               37,704             --
                                                          -----------    -----------
                                                              163,447             --

Cost of revenues:
   Cost of rental revenue                                      15,905             --
                                                          -----------    -----------

Gross profit                                                  147,542             --

Operating, general and administrative expenses:
   Consulting expense                                       4,235,244             --
   Marketing and investor relation expense                    694,216             --
   Repairs and maintenance                                    204,800             --
   Other operating, general and administrative expenses       972,376        822,141
                                                          -----------    -----------
                                                            6,106,636        822,141

Operating loss                                             (5,959,094)      (822,141)

 Non-operating expense (income)
   Interest expenses (net of interest income)               1,017,813       (165,690)
   Loss on investment                                         563,560             --
   Debt forgiveness                                                --          4,486
   Loss on investment in subsidiary                            64,170             --
   Gain on debt extinguishment                               (483,933)            --
   Other income                                                    --          3,400
   Change in fair value of debt derivative                      7,710         82,970
                                                          -----------    -----------
                                                            1,169,320        (74,834)

Net loss before discontinued operations                    (7,128,414)      (896,975)

Gain from discontinued operations of ECC Vine, LLC
  and City Capital Rehabilitation, LLC                        (92,054)            --
                                                          -----------    -----------
 Net loss                                                 $(7,036,360)   $  (896,975)
                                                          ===========    ===========

 Basic and diluted loss per common share before
  discontinued operation                                  $     (5.65)   $     (1.28)
                                                          ===========    ===========

 Basic and diluted loss per common share from
  discontinued operation                                  $      0.07    $        --
                                                          ===========    ===========

 Basic and diluted loss per common share                  $     (5.57)   $     (1.28)
                                                          ===========    ===========

 Weighted average number of common shares used to
     compute net loss per weighted average share            1,262,247        701,818
                                                          ===========    ===========

</TABLE>

       See accompanying notes to these consolidated financial statements.

                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                            CITY CAPITAL CORPORATION
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT


                                                                                                      Uncategorized
                                       Common Stock       Additional        Stock                    (Depreciation)
                                   --------------------    Paid In       Subscribed,    Accumulated   of Portfolio
                                     Shares     Amount     Capital           net         Deficit         Company's       Total
                                   -----------   ------   -----------    -----------    -----------    -----------    -----------
<S>                                    <C>       <C>      <C>            <C>            <C>            <C>            <C>
Balance as of December 31, 2005        173,541   $  174   $  (695,895)   $   (12,000)   $  (755,305)   $        --    $(1,463,026)

Stock issued for cash                  213,580      214       796,255             --             --             --        796,469

Stock issued for services                3,000        3        13,497             --             --             --         13,500
Stock for debt and accrued
interest                                41,908       42       157,115             --             --             --        157,157

Acquisition of ECC Vine                269,255      269     1,682,624       (617,889)            --             --      1,065,004


Release of subscribed stock                533        1         1,999         10,000             --             --         12,000
Net change in categorized
(depreciation) of portfolio
company                                    --       --            --             --             --       (166,007)      (166,007)

Net Loss, December 31, 2006                --       --            --             --       (896,975)            --       (896,975)
                                   -----------   ------   -----------    -----------    -----------    -----------    -----------
Balance as of December 31, 2006        701,818   $  702   $ 1,955,596    $  (619,889)   $(1,652,280)   $  (166,007)   $  (481,878)
                                   -----------   ------   -----------    -----------    -----------    -----------    -----------

Stock issued for cash                   39,250       39       127,161             --             --             --        127,200

Stock issued for services              905,182      905     3,238,613             --             --             --      3,239,518
Stock for debt and accrued
interest                                41,264       41       129,522             --             --             --        129,563

Stock dividend                          51,630       53       745,982             --       (746,035)            --             --
Consolidation of previous
investment company under BDC                --       --            --             --       (115,063)            --       (115,063)
Release of shares related to
debt extinguishment                    775,108      774     2,481,090        631,912             --             --      3,113,776
Stock Donation                          10,000       10        12,490             --             --             --         12,500

Sale of portfolio company                   --       --            --             --             --        166,007        166,007

Net Loss, December 31, 2007                 --       --            --             --     (7,036,360)            --     (7,036,360)
                                   -----------   ------   -----------    -----------    -----------    -----------    -----------


Balance as of December 31, 2007      2,524,252   $2,524   $ 8,690,453    $    12,023    $(9,549,737)   $        --    $  (844,737)
                                   ===========   ======   ===========    ===========    ===========    ===========    ===========
</TABLE>


       See accompanying notes to these consolidated financial statements.

                                      F-6
<PAGE>
<TABLE>
<CAPTION>

                            CITY CAPITAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                        For Years Ended December 31,
                                                             2007           2006
                                                         -----------    -----------
Cash flow from operating activities
<S>                                                      <C>            <C>
Net loss                                                 $(7,036,360)   $(1,062,982)
Adjustments to reconcile net income (loss) to net cash
used by operating activities:
    Depreciation and amortization expense                     33,488             --
    Stock issued for expenses                              3,239,518         13,500
    Gain on extinguishment of debt                          (483,933)            --
    Gain on discontinued operations                          (92,054)            --
    Loss on disposition of investment subsidiary              64,170             --
    Donation of stock                                         12,500             --
    Interest income                                           (1,700)            --
    Fair value of derivatives                                  7,710        (82,970)
    Decrease (increase) in uncategorized appreciation
    of portfolio companies                                        --        166,007
Changes in operating assets and liabilities
    Restricted cash - security deposits                      (13,728)            --
    Accounts receivable                                       (3,695)            --
    Notes receivables                                             --         19,513
    Notes receivables - related party                     (1,035,598)            --
    Prepaid                                                       --       (138,364)
    Other asset                                                 (271)            --
    Accounts payable and accrued expenses                     28,730        186,053
    Security deposits                                         (2,120)            --
    Consulting payable -related party                         54,806         48,770
    Unsecured liability                                      604,582             --
    Accrued interest                                         640,238             --
                                                         -----------    -----------
Net cash (used) in operating activities                   (3,983,717)      (850,473)
                                                         -----------    -----------
Cash flow from investing activities
    Payment for the discontinuance of ECC Vine and
      City Capital Rehab                                    (211,571)            --
    Cash acquired in acquisition                              23,560             --
                                                         -----------    -----------
Net cash flow provided by  investing activities             (188,011)            --
                                                         -----------    -----------
Cash flow from financing activities
    Sale of common stock for cash                            127,200        796,496
    Proceeds from gain extinguishment of debt                174,492             --
    Convertible debentures                                        --         (9,500)
    Proceeds-notes payable                                 4,633,865         74,500
    Payments-notes payable                                  (730,356)            --
                                                         -----------    -----------
Net cash provided by financing activities                  4,205,201        861,496
                                                         -----------    -----------

Increase in cash from continuing operations                   33,473         11,023
        Cash at beginning of period                           12,026          1,003
                                                         -----------    -----------
        Cash at end of period                            $    45,499    $    12,026
                                                         ===========    ===========
</TABLE>

       See accompanying notes to these consolidated financial statements.

                                      F-7


<PAGE>
                            CITY CAPITAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)

Supplemental Disclosure of Cash Flow Information:

    For year ended                             2007                  2006
                                        -----------------     ------------------

Cash paid for interest                  $          30,353     $               --
                                        =================     ==================
Cash paid for income taxes              $              --     $               --
                                        =================     ==================


Supplemental Disclosure of Non-cash Investing and Financing Information:


    For year ended                                        2007           2006
                                                      ------------   ----------

Note receivable and interest income exchanged
  For accounts payable and debt                       $     45,988   $       --
                                                      ============   ==========
Redevelopment houses acquired through                 $    214,663   $       --
  Note receivable - related party
                                                      ============   ==========
Notes receivable - related party acquired through
  Note payable                                        $  1,123,414   $       --
                                                      ============   ==========
Conversion of notes payable, debentures and
  Accrued interest to common stock                    $    129,563   $  157,157
                                                      ============   ==========
Stock dividend                                        $    746,035   $       --
                                                      ============   ==========
Reclassification of investment portfolio companies
  And prepaid expense to land and retained earnings   $  1,089,803   $       --
                                                      ============   ==========
Stock subscription payable                            $     12,023   $  619,889
                                                      ============   ==========
Acquisition of St. Clair Superior Apartment, Inc.
  For assumption of debt                              $    420,818   $       --
                                                      ============   ==========
Consolidation of previous investment company          $    115,063   $       --
                                                      ============   ==========
Acquisition of ECC Vine for shares                    $         --   $1,065,004
                                                      ============   ==========


                                      F-8

<PAGE>

                            CITY CAPITAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1:  HISTORY OF OPERATIONS

Basis of Presentation and Organization.

The Company was incorporated on July 24, 1984, in Nevada as Diversified
Ventures, Ltd. From 1984 through November 3, 2003 the Company went through
various name changes and business ventures. On November 3, 2003 the Company
changed its name from Justwebit.com, Inc. to Synthetic Turf Corporation, to
reflect the change in core business that was anticipated at the time. On
December 4, 2006, the Company changed its name to City Capital Corporation. In
2007, the Company withdrew its status as a business development company with the
Securities and Exchange Commission resulting in a dramatic change of business
focus in the past year. For information on the Company during its business
development company stage, see Form 10-KSB for fiscal years 2005 and 2006 as
filed with the SEC. Currently City Capital Corporation manages diverse assets
and holdings including real estate developments and the buying, selling and
drilling of oil and gas properties. As we are at the initial stages of many of
our project in the real estate and oil and gas industries, both segments of
business are important in the overall make up of City Capital Corporation.

As used in these Notes to the Consolidated Financial Statements, the terms the
"Company", "we", "us", "our" and similar terms refer to City Capital Corporation
and, unless the context indicates otherwise its consolidated subsidiaries. The
Companies subsidiaries include Goshen Energy, Inc. ("Goshen"), a Nevada
corporation who engages in the buying, selling, and drilling of oil and gas was
organized on August 10, 2006; and the St. Clair Superior Apartment, Inc., an
Ohio corporation, organized February 23, 2000, that is an apartment complex.
Goshen remained dormant until the first quarter of 2007.

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 Business Development Company. On December 11, 2006 and subsequent to the
approval of its shareholders the Company filed form 14-C with the Securities and
Exchange Commission to withdraw its status as a BDC. Subsequent to this filing
the withdrawal became effective on January 3, 2007.

Although the nature of the Company's operations and its reported financial
position, results of operations and cash flows are dissimilar for the periods
subsequent to becoming a BDC, its unaudited operating results and cash flows for
the periods ended December 31, 2006 and December 31, 2007 are presented in the
accompanying financial statements pursuant to Regulation S-B.

On March 29, 2007 the Company sold its wholly owned subsidiary Perfect Turf
disposing of the last segment of the turf business. Under the terms of the
agreement, the Company's notes payable and convertible debentures plus accrued
interest was reduced by $191,225. The Company incurred a loss of $64,170 on the
disposition of the investment subsidiary.

On April 19, 2006 the Company acquired ECC Vine Street Acquisition, LLC. This
operating subsidiary specialized in the redevelopment of inner city land through
the construction and sale of residential and commercial buildings. The Company
disposed of ECC Vine Street Acquisition, LLC on November 2007. The Company
incurred a loss on discontinued operations of $113,478. This entity was
discontinued in exchange for debt restructuring in the fourth quarter of 2007.

On April 6, 2007 the Company organized City Capital Rehabilitation, LLC. The
Company was organized to purchase, renovate and sell distressed properties
across the country. The Company discontinued City Capital Rehabilitation, LLC in
November 2007, incurring a gain on discontinued operations of $205,531.This
entity was disposed in association with the exchange for debt restructuring in
the fourth quarter of 2007.

                                      F-9
<PAGE>

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, accrued liabilities with this
transaction.

NOTE 2:  GOING CONCERN

The Company has not generated any significant revenue during the years ended
December 31, 2007 and 2006 and has funded its operation primarily through the
issuance of debt and equity. Accordingly, the Company's ability to accomplish
its business strategy and to ultimately achieve profitable operations is
dependent upon its ability to obtain additional debt or equity financing. In
addition, our recent withdraw as a BDC and commencement of new operations raise
substantial doubt about the Company's ability to continue as a going concern.
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:  SIGNIFICANT ACCOUNTING POLICIES

Presentation.

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 Business Development Company. On December 11, 2006 and subsequent to the
approval of its shareholders the Company filed form 14-C with the Securities and
Exchange Commission to withdraw its status as a BDC. Subsequent to this filing
the withdrawal became effective on January 3, 2007.

The financial statements contained herein reflect the results of the Company as
an operating company during the year ended 2007 and as a BDC Company during the
year ended 2006. The financials do not break out the periods during the year
ended 2007 when the Company was an operating company and when the Company was a
BDC.

Under the rules governing a BDC, the Company does not consolidate the results of
its portfolio companies but assigns a fair market value as determined by the
board of directors to these operations. The results of the portfolio companies
are not included in the statements of the Company and are carried only as an
investment on the balance sheet of the Company during the time it was a BDC. In
2007, with the election to withdraw from BDC status we consolidated ECC Vine, a
company that we had previously held as Investment in Portfolio Companies, and
recognized the net loss of that company as a direct debit to our retained
earnings.

Do to our withdraw from conducting business as a business development company,
we have restated our statement of shareholders' equity for comparability
purposes.

Stock Based Compensation.

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, we value the shares issued for services at
the fair market value of our common stock on the date the total number of shares
is known.

Estimates.

The presentation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.

                                      F-10
<PAGE>

Fair Value of Financial Instruments.

The carrying amounts for the Company's cash, accounts payable, accrued
liabilities and current portion of long term debt approximate fair value due to
the short-term maturity of these instruments.

Concentrations.

The Company maintains cash balances at highly-rated financial institutions
through out the United States. Accounts at each institution are insured by the
Federal Deposit Insurance Corporation ("FDIC") up to $100,000. At December 31,
2007 and 2006 the Company did not have any accounts in excess of the $100,000
insured amount.

Accounts receivable.

Accounts receivable relate to rental income of our subsidiary the St. Clair
Superior Apartment, Inc. and are evaluated each accounting period for
collectability. As of December 31, 2007 no reserves for collectability were
required.

Impairment of long-lived assets.

In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long Lived Assets," the Company records valuation adjustments on land inventory
and related communities under development when events and circumstances indicate
that they may be impaired and when the cash flows estimated to be generated by
those assets are less than their carrying amounts. The Company did not record
valuation adjustments on land inventory as of September 30, 2007 as no
triggering event or impairment had occurred. Due to the commitment to sell the
subsidiaries in which our land resides, we have presented this asset in assets
held for sale.

Property and Buildings.

Property and equipment is stated at cost and is depreciated over the estimated
useful lives of the related assets using the straight-line method. Estimated
service lives of property and buildings is 30 years.

Goodwill and Intangibles.

Goodwill represents the excess of purchase price over tangible and other
intangible assets acquired less liabilities assumed arising from business
acquisitions. In 2007, the Company's annual goodwill impairment test did not
identify an impairment of goodwill.

Income Taxes.

Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 "Accounting for Income Taxes," and clarified by FIN
48, "Accounting for Uncertainty in Income Taxes--an interpretation of FASB
Statement No. 109." A deferred tax asset or liability is recorded for all
temporary differences between financial and tax reporting. Temporary differences
are the differences between the reported amounts of assets and liabilities and
their tax basis. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effect of changes in tax laws and rates on the
date of enactment.

Loss Per Share.

Net loss per share is calculated in accordance with SFAS No. 128, "Earnings Per
Share". The weighted-average number of common shares outstanding during each
period is used to compute basic loss per share. Diluted loss per share is
computed using the weighted averaged number of shares and dilutive potential
common shares outstanding. Potentially dilutive common shares consist of
employee stock options and stock issuable upon conversion of convertible
debentures, and are excluded from the diluted earnings per share computation in
periods where the Company has incurred a net loss.

                                      F-11
<PAGE>


Revenue.

As of December 31, 2007 our revenues consisted of consulting fees recognized
when earned and rental revenue recognized in when earned in accordance with the
under residential rent lease agreement.

Derivatives.

The Company occasionally issues financial instruments that contain an embedded
instrument, such as a conversion feature. At inception, the Company assesses
whether the economic characteristics of the embedded derivative instrument are
clearly and closely related to the economic characteristics of the financial
instrument (host contract), whether the financial instrument that embodies both
the embedded derivative instrument and the host contract is currently measured
at fair value with changes in fair value reported in earnings, and whether a
separate instrument with the same terms as the embedded instrument would meet
the definition of a derivative instrument.

If the embedded derivative instrument is determined not to be clearly and
closely related to the host contract, is not currently measured at fair value
with changes in fair value reported in earnings, and the embedded derivative
instrument would qualify as a derivative instrument, the embedded derivative
instrument is recorded apart from the host contract and carried at fair value
with changes recorded in current-period earnings. As of December 31, 2007 and
2006 we determined that the conversion feature of our convertible debentures
qualified for this treatment. As of December 31, 2007 and 2006 the change in the
fair value of debt derivative as reported in our statement operations was $7,710
and $82,897, respectively.

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, $138,363 of Notes Receivable - Related Party was reclassified from
Other Assets into Notes Receivable - Related Party.

Recent Accounting Pronouncements.

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 disclosure about fair
values. This statement is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within those fiscal
years. Management believes that the adoption of SFAS No. 157 will not have a
material impact on the consolidated financial results of the Company.

In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 108, "Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial
Statements" (SAB 108), which addresses how to quantify the effect of financial
statement errors. The provisions of SAB 108 become effective as of the end of
our 2007 fiscal year. We do not expect the adoption of SAB 108 to have a
significant impact on our financial statements.

In February 2007, the FASB issued Statement No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115" (FAS 159). FAS 159 permits companies to choose to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value and establishes presentation and
disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. The provisions of FAS 159 become effective as of the beginning of
our 2009 fiscal year. We are currently evaluating the impact that FAS 159 will
have on our financial statements.


                                      F-12
<PAGE>
In May 2005, the FASB issued Statement No. 154, "Accounting Changes and Error
Corrections" ("SFAS 154"). SFAS No. 154 replaces Accounting Principles Board
Opinion No. 20, "Accounting Changes" ("APB 20") and SFAS No. 3, "Reporting
Accounting Changes in Interim Financial Statements", and changes the
requirements for the accounting for and reporting of a change in accounting
principle. SFAS No. 154 applies to all voluntary changes in accounting
principle. It also applies to changes required by an accounting pronouncement in
the unusual instance that the pronouncement does not include specific transition
provisions. When a pronouncement includes specific transition provisions, those
provisions should be followed. The correction of an error in previously issued
financial statements is not an accounting change. However, the reporting of an
error correction involves adjustments to previously issued financial statements
similar to those generally applicable to reporting an accounting change
retrospectively. Therefore, the reporting of a correction of an error by
restating previously issued financial statements is also addressed by SFAS No.
154.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No. 51" ("SFAS 160").
SFAS 160 requires companies with noncontrolling interests to disclose such
interests clearly as a portion of equity but separate from the parent's equity.
The noncontrolling interest's portion of net income must also be clearly
presented on the Income Statement. SFAS 160 is effective for financial
statements issued for fiscals years beginning after December 15, 2008 and will
be adopted by the Company in the first quarter of fiscal year 2009. We do not
expect that the adoption of SFAS 160 will have a material impact on our
financial condition or results of operation.

In December 2007, the FASB issued SFAS No. 141 (R), "Business Combinations
(revised 2007)" ("SFAS 141 (R)"). SFAS 141 (R) applies the acquisition method of
accounting for business combinations established in SFAS 141 to all acquisitions
where the acquirer gains a controlling interest, regardless of whether
consideration was exchanged. Consistent with SFAS 141, SFAS 141 (R) requires the
acquirer to fair value the assets and liabilities of the acquiree and record
goodwill on bargain purchases, with main difference the application to all
acquisitions where control is achieved. SFAS 141 (R) is effective for financial
statements issued for fiscal years beginning after December 15, 2008 and will be
adopted by the Company in the first quarter of fiscal year 2009. We do not
expect that the adoption of SFAS 160 will have a material impact on our
financial condition or results of operation.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities", an amendment of SFAS No. 133. SFAS 161
applies to all derivative instruments and nonderivative instruments that are
designated and qualify as hedging instruments pursuant to paragraphs 37 and 42
of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161
requires entities to provide greater transparency through additional disclosures
about how and why an entity uses derivative instruments, how derivative
instruments and related hedged items are accounted for under SFAS 133 and its
related interpretations, and how derivative instruments and related hedged items
affect an entity's financial position, results of operations, and cash flows.
SFAS 161 is effective as of the beginning of an entity's first fiscal year that
begins after November 15, 2008. We do not expect that the adoption of SFAS 161
will have a material impact on our financial condition or results of operation.

NOTE 4:  DEPOSIT

On January 10, 2007 Goshen Energy Inc., a wholly owned subsidiary of the Company
entered into an agreement to acquire a 60% interest in leases of oil and gas
leases from Montreal Energy, Inc. Under terms of the agreement the Company's
subsidiary was to pay $500,000 plus $2,000,000 from revenue of the oil leases in
Goshen. The Company closed on the lease agreement on May 1, 2007.

In the first quarter 2007, we paid $200,000 to in repairs and maintenance for an
oil pump. We have expensed that in repairs and maintenance as of September 30,
2007.

On May 8, 2007 we paid $300,000 toward the lease. Payment terms to acquire the
minerals rights included a payment on July 27, 2007. The Company was unable to
make this payment and has subsequent lost its deposit and lease of the oil and
gas properties. We have recorded this loss as loss on investment in our
financial statements.

NOTE 5:  NOTES RECEIVABLE

On June 29, 2007 the Company entered into a debt exchange agreement where we
exchanged our note receivable plus interest of $45,988 for relief of $17,203 in
notes payable and $28,785 in accounts payable.

                                      F-13
<PAGE>

The Company holds a note receivable from Amorocorp with an outstanding balance
of $2,131,780 and $138,636 as of December 31, 2007 and 2006, respectively. The
President of the Company is also the President and a shareholder of the debtor.
The Company and the debtor have been discussing this matter and are studying
potential forms of consolidation or amalgamation which would eliminate the
outstand debt. The Company has requested an independent study of the matter with
recommendations being presented for resolution prior to year end.

The balance as of December 31, 2006 consisted of Cash extended to AmoroCorp
($66,000), expenses paid on behalf of AmoroCorp by the Company ($22,363), and
stock issued for cash with the proceeds received by AmoroCorp ($50,000).

For the twelve months ended December 31, 2007, the note was reduced by $110,802.
At this time we have not impaired the note due to our assessment of probable
payment.

                                                              December 31, 2007
                                                              -----------------
     Cash extended to AmoroCorp                                  $ 1,361,362
     Expenses for rehabilitation houses paid
       on behalf of the Company by AmoroCorp                        (214,663)
     Proceeds for notes payable that were
       deposited directly to AmoroCorp                             1,123,414
     Expenses paid on behalf of AmoroCorp
       by the Company                                               (538,589)
     Stock issued by the Company for a single
       note payable of AmoroCorp                                      49,068
     Proceeds from the sale of three
       redevelopment homes deposited into
       AmoroCorp                                                     212,825
                                                                 -----------
                                                                 $ 1,993,417
                                                                 ===========


NOTE 6:  FIXED ASSETS

Fixed assets and accumulated depreciation consists of the following:

                                                 Years Ended
                                     ---------------------------------------
                                     December 31, 2007     December 31, 2006
                                     -----------------     -----------------
  Building                            $      165,000         $         --
                                      --------------         ------------
                                             165,000                   --
  Accumulated depreciation                   (1,375)                   --
                                      --------------         ------------
                                      $      163,625         $         --
                                      ==============         ============

NOTE 7:  GOODWILL AND INTANGIBLES

Goodwill and Intangible assets were purchased with the acquisition the 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. We have included the present value of
lease contracts in our intangible assets and are amortizing them over the
remaining life of the underlying lease.


                                      F-14


<PAGE>

The Company's intangible assets consisted of the following:

                                                 Years Ended
                                     ---------------------------------------
                                     December 31, 2007     December 31, 2006
                                     -----------------     -----------------


  Intangible assets, lease contracts   $      76,615         $           --
                                       -------------         --------------
                                              76,615                     --
  Accumulated depreciation                  (32,113)                     --
                                       -------------         --------------
                                                                         --
                                       $      44,502         $           --
                                       =============         ==============


Goodwill as of December 31, 2007 was $148,146 associated with the St. Clair
Superior Apartment, Inc. acquisition.

NOTE 8:  UNSECURED LIABILITY

In April 2007, the Company entered into an agreement with an independent third
party ("client") to provide consulting services to invest funds of the client 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
service performed by the Company until the client received gross proceeds of
$100,000. After the client has received gross proceeds of $100,000 the Company
fee increases to 80% of the gross proceeds received each month by the client. As
of December 31, 2007 we have received $500,000 from the client and have
accounted for this an unsecured liability. We have not yet invested those funds
in real estate projects that have generated profit.

In May 2007, the Company entered into an agreement with a different independent
third party ("client") to provide consulting services to invest funds of the
client in real estate related ventures. As compensation for this service the
Company is paid $5,000 per month over six (6) years. As of December 31, 2007, we
have received $49,582 from the client for investment purposes and have accounted
for this an unsecured liability. We have not yet invested those funds in real
estate projects that have generated profit.

NOTE 9:  NOTES PAYABLE AND LINE OF CREDIT

As of December 31, 2007 $129,522 of notes payable has been converted to common
stock of the Company.

The Company entered into a Line of Credit Agreement with Lucian Group on October
13, 2006. On June 12, 2007, the Company terminated the agreement without
penalty.

On August 13, 2007 the Company entered into a several agreements wherein in it
assigned its obligations under eighteen promissory notes to the Lucian Group, a
New York corporation. The promissory notes have an aggregate principal amount of
approximately $4,478,000 and assignment was consented to by all promissory note
holders. Consenting Promissory Note Holders were issued shares of common stock
in the Company at the rate of one share for each dollar of principal assigned, a
total of 4,477,891 shares pre-split (179,116 post split) of which 4,377,703
pre-split (175,108 post split) were issued in November 2007. In consideration of
the assumption of the Promissory Note liabilities, the Company assigned and
transferred to the Lucian Group, its 100% ownership interests in three limited
liability companies. The limited liability companies are: ECC Vine Street Real
Estate Acquisitions, LLC, a Missouri limited liability company; City Capital
Rehabilitation, LLC, a Missouri limited liability company; and The Hough
Initiative, LLC, an Ohio limited liability company. The Company issued 600,000
shares (post split) of its common stock to the Lucian Group upon closing of the
agreements. The shares to the Lucian Group were issued in November 2007.

As of December 31, 2007 all note holders had effected the assignment resulting
in the reduction of the notes payable and related interest of $4,916,246. The
majority of shares for the stock subscriptions payable were issued in November
2007.


                                      F-15
<PAGE>
As of December 31, 2006, the Company has issued notes payable as part of their
financing activity. One of the notes for principal of $250,000 and accrued
interest of $475,683 is in default and considered current. The balance of the
notes outstanding consists of eleven demand notes totaling $285,413 bearing no
interest and three notes that have matured totaling $74,000 bearing interest of
5%.

Our notes payable as of December 31, 2007 consist of the following:
<TABLE>
<CAPTION>

                                                                          December 31, 2007
                                                                          -----------------
<S>           <C>                                                          <C>
     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

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

     12%       note payable to an individual principal and interest
               due on demand.(1) (2)                                                30,607

     12%       note payable to an individual principal and interest
               due on demand. (1) (2)                                               34,592

     12%       note payable to an individual principal and interest
               due on demand. (1) (2)                                               24,750

     28%       note payable to Trust Me I, LLC, principle due March
               9, 2008.  Interest of $35,000 payable semi-annually
               effective July 17, 2007.  All interest payments are
               current (2).                                                        532,133

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

     10%       note payable to Lucian Group, principle due September
               13, 2009.  Interest of $2,800 payable quarterly
               beginning September 14, 2007.                                        73,345

     16%       note payable to an individual principal and interest
               due on December 3, 2008 in one lump sum.                             40,333

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

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

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

     7%        note payable to the Key Bank for St. Clair Superior
               Apartments, Inc.  This note was paid off by City
               Capital Corporation as of March 31, 2008 for $47,968
               principle plus interest.                                             46,684
                                                                           ---------------

               Notes Payable                                               $     1,980,008
                                                                           ===============
</TABLE>

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


                                      F-16

<PAGE>


NOTE 10:  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 our convertible debt
we have 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. Inputs to the Black Scholes
model are included in the table below. The value of the derivative instruments
are $ 150,269 and $142,560 as of December 31, 2007 and 2006, respectively.

                                      2007                  2006
                                   -----------------     -----------------
Expected volatility                         400.74%               533.89%
Expected dividends                               $-                   $ -
Expected term (in years)                        3-5                   3-5
Risk free
rate                                    3.07%-3.45%           4.74%-4.70%


As of December 31, 2007 the amount of the convertible notes outstanding totals
$105,000 plus accrued interest of $46,860. Of the total $151,860, $35,700 was
short term.

NOTE 11: PROPERTY HELD FOR DEVELOPMENT

As disclosed above the Company elected to withdraw its status as a business
development company. Upon this withdraw our investment in Vineland became a
subsidiary and resulted in the separate recognition of land valued at $974,740.
This entity and the land there in was associated with the gain on extinguishment
of debt, see Note 16 below.

NOTE 12:  ACQUISITION OF PORTFOLIO COMPANY

On April 19, 2006 the Company entered into an agreement with ECC Vine Street
Real Estate Acquisitions, LLC (ECC Vine) under which the Company will acquire
100% of ECC Vine as a portfolio company. Under the terms of the agreement ECC
Vine unit holders exchanged all of their outstanding units for common shares of
the Company. In addition, the Company will receive future considerations for the
shares issued. On July 1, 2006 the Company's shareholders approved the merger
agreement between the Company and ECC Vine. On July 31, 2006 the Company
completed the acquisition of ECC Vine and issued 269,255 shares of the Company's
stock to the unit holders of ECC Vine; 170,392 shares for the acquisition of the
portfolio company and 99,369 shares for a stock subscription receivable. (See
Note 14: Related Party Transactions).

The Company disposed of ECC Vine Street Acquisition, LLC on November 2007. See
Note 16.


                                      F-17
<PAGE>
NOTE 13:  INCOME TAXES

During the year ended December 31, 2007, the Company adopted Financial
Accounting Standards Board (FASB) Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes" (FIN 48), which supplements SFAS No. 109,
"Accounting for Income Taxes," by defining the confidence level that a tax
position must meet in order to be recognized in the financial statements. The
Interpretation requires that the tax effects of a position be recognized only if
it is "more-likely-than-not" to be sustained based solely on its technical
merits as of the reporting date. The more-likely-than-not threshold represents a
positive assertion by management that a company is entitled to the economic
benefits of a tax position. If a tax position is not considered
more-likely-than-not to be sustained based solely on its technical merits no
benefits of the tax position are to be recognized. Moreover, the
more-likely-than-not threshold must continue to be met in each reporting period
to support continued recognition of a benefit. With the adoption of FIN 48,
companies are required to adjust their financial statements to reflect only
those tax positions that are more-likely-than-not to be sustained. Any necessary
adjustment would be recorded directly to retained earnings and reported as a
change in accounting principle.

The components of the Company's deferred tax asset as of December 31, 2007 and
2006 are as follows:
                                                   2007            2006
                                               -----------     -----------
     Net operating loss carry forward          $ 6,836,000     $ 4,373,000
     Valuation allowance                        (6,836,000)     (4,373,000)
                                               -----------     -----------

     Net deferred tax asset                    $        --     $        --
                                               ===========     ===========

A reconciliation of income taxes computed at the statutory rate to the income
tax amount recorded is as follows:
                                                  2007             2006
                                              -----------      -----------
     Tax at statutory rate (35%)              $ 2,463,000      $   946,000
     Increase in valuation allowance           (2,463,000)        (946,000)
                                              -----------      -----------

     Net deferred tax asset                   $        --      $        --
                                              ===========      ===========

Upon adoption of FIN 48 as of January 1, 2007, the Company had no gross
unrecognized tax benefits that, if recognized, would favorably affect the
effective income tax rate in future periods. At December 31, 2007 the amount of
gross unrecognized tax benefits before valuation allowances and the amount that
would favorably affect the effective income tax rate in future periods after
valuation allowances were $0. These amounts consider the guidance in FIN 48-1,
"Definition of Settlement in FASB Interpretation No. 48". The Company has not
accrued any additional interest or penalties as a result of the adoption of FIN
48.

No tax benefit has been reported in connection with the net operating loss carry
forwards in the consolidated financial statements as the Company believes it is
more likely than not that the net operating loss carry forwards will expire
unused. Accordingly, the potential tax benefits of the net operating loss carry
forwards are offset by a valuation allowance of the same amount. Net operating
loss carry forwards start to expire in 2021.

The Company files income tax returns in the United States federal jurisdiction
and certain states in the United States. With a few exceptions, the Company is
no longer subject to U.S. federal, state or non-U.S. income tax examination by
tax authorities on tax returns filed before January 31, 2004. The Company has
not filed its 2005 or 2006 tax returns and is working with its tax accountant to
rectify this. The Company will file its U.S. federal return for the year ended
December 31, 2007 upon the issuance of this filing and the filing of the 2005
and 2006 tax returns. These U.S. federal returns are considered open tax years
as of the date of these consolidated financial statements. No tax returns are
currently under examination by any tax authorities. The Company has not accrued
any additional interest or penalties as a result of the adoption of FIN 48 or
the delinquency of our outstanding tax returns as we have incurred net losses in
those periods still outstanding.

NOTE 14:  RELATED PARTY TRANSACTIONS

In October 2004, the Company entered into an employment contract with Gary
Borglund, President and the CEO of the Company. Under the terms of the agreement
Mr. Borglund is paid a base amount of $80,000 per annum plus certain incentives
as approved by the Board of Directors of the Company. The Contract was terminate
as of December 31, 2006. As of December 31, 2007 the Company had an outstanding
balance due Mr. Borglund of $95,694 which is included in accrued consulting.


                                      F-18
<PAGE>
The Company formally maintained offices at 256 Seaboard Lane, Building E #101
Franklin, TN 37067. From August 22, 2006 through September 2007, the Company
rented a space located at 256 Seaboard Lane, Building# 101, Franklin, TN 37067 a
suburb of Nashville, TN from Amorocorp. The Chief Executive Officer of Amorocorp
and the Company are the same.

On April 19, 2006 the Company entered into an agreement with ECC Vine Street
Real Estate Acquisitions, LLC under which the Company will acquire 100% of ECC
Vine Street as a portfolio company. ECC Vine Street Real Estate Acquisitions,
LLC was owned by Ephren Capital, LLC whose beneficial owner is Ephren Taylor Jr.
the CEO and a director of the Company. The Company disposed of ECC Vine Street
Acquisition, LLC on November 2007.

On August 24, 2006 the Company entered into an agreement with Amorocorp, Inc.
(Contractor) where by Amorocorp supplied management and financial services
including accounting and legal services to the Company. Under the terms of the
agreement the Company pays the Contractor $ 100,000 per month for a term of one
year for the services it renders to the Company. The Chairman and CEO of the
Company is also the President and a shareholder of the Contractor. This
agreement was terminated effective June 30, 2007.

See Notes Receivable in Note 5 above.

NOTE 15: STOCKHOLDER'S EQUITY

The authorized common stock of the Company consists of 235,000,000 shares of
common stock with par value of $.001.

Due to our withdrawal from conducting business as a business development
company, we have restated our statement of shareholders' equity for
comparability purposes.

On April 30, 2007, the Company issued 51,630 shares of restricted common stock
to unaffiliated third parties as a stock dividend declared April 23, 2007 valued
at $746,035 at $0.001 par per share. The stock dividend per share was $0.72.

On November 13, 2007, the Company affected a 25 to 1 reverse stock split
effective December 12, 2007. All prior period share information has been
restated for this.

As discussed below, on August 13, 2007 the Company entered into a several
agreements wherein in it assigned its obligations under eighteen promissory
notes to the Lucian Group, a New York corporation. The promissory notes have an
aggregate principal amount of approximately $4,478,000 and assignment was
consented to by all promissory note holders. Consenting Promissory Note Holders
were issued shares of common stock in the Company at the rate for each dollar of
principal assigned, a total of 4,477,891 shares pre-split (179,116 post split)
of which 4,377,703 pre-split (175,108 post split) were issued in November 2007.
The Company issued 600,000 shares (post split) of its common stock to the Lucian
Group upon closing of the agreements. The shares to the Lucian Group were issued
in November 2007.

On March 5, 2001, the Company adopted a Non-Employee Directors and Consultants
Retainer Stock Plan (Amendment No. 3 was adopted on July 1, 2004 and Amendment
No. 4 was adopted on March 29, 2007). The purposes of the plan are to enable the
Company to promote the interests of the company by attracting and retaining
non-employee directors and consultants capable of furthering the business of the
company and by aligning their economic interests more closely with those of the
company's shareholders, by paying their retainer or fees in the form of shares
of common stock. All 80,000,000 shares of common stock authorized under this
plan have been registered under a Form S-8's filed with the SEC. As of December
31, 2006, there are no shares remaining to be issued under the initial plan with
20,000,000 available under the plan amended March 29, 2007. As of December 31,
2007, there were 18,397,796shares available under the March 29, 2007 amended
plan.

On December 17, 2007, the Company issued 10,000 shares of common stock as a
donation to unaffiliated third parties with a value of $12,500 ($1.25 per
share).


                                      F-19
<PAGE>
NOTE 16: GAIN ON EXTINGUISHMENT OF DEBT AND SALE OF SUBSIDIARIES

On March 29, 2007 the Company entered into agreement to sell its operating
subsidiary Perfect Turf, Inc. Under terms of the agreement the buyer of Perfect
Turf, Inc assumed $191,225 of the Company's debt including a combination certain
of the Company's notes payable, convertible debentures and the interest on the
assumed debt.

The Company incurred a loss of $64,170 on the disposition of the investment
subsidiary primarily due to the unrealized depreciation held by the Company of
$166,007 offset by our investment of $89,388 as of December 31, 2006. We not
have presented discontinued operations for this entity as Perfect Turf had no
operations and was held on as an investment on our balance sheet.

On August 13, 2007 the Company entered into a several agreements wherein in it
assigned its obligations under eighteen promissory notes to the Lucian Group, a
New York corporation. The promissory notes have an aggregate principal amount of
approximately $4,478,000 and assignment was consented to by all promissory note
holders. Consenting Promissory Note Holders were issued shares of common stock
in the Company at the rate of one share for each dollar of principal assigned, a
total of 4,477,891 shares pre-split (179,116 post split) of which 4,377,703
pre-split (175,108 post split) were issued in November 2007. In consideration of
the assumption of the Promissory Note liabilities, the Company assigned and
transferred to the Lucian Group, its 100% ownership interests in three limited
liability companies. The limited liability companies are: ECC Vine Street Real
Estate Acquisitions, LLC, a Missouri limited liability company; City Capital
Rehabilitation, LLC, a Missouri limited liability company; and The Hough
Initiative, LLC, an Ohio limited liability company. The Company issued 600,000
shares (post split) of its common stock to the Lucian Group upon closing of the
agreements. The shares to the Lucian Group were issued in November 2007.

Net Assets of ECC Vineland and City Capital Rehab, all stock authorized for
issuance less $150,000 in cash were applied to the extinguishment of debt
resulting in a gain of $459,441.

Net income (loss) of ECC Vineland and City Capital Rehab has been reclassified
into discontinued operations. Due to our continued losses we have not recorded
any estimated taxes related to the discontinued operations.

St. Clair Superior Apartments, Inc. incurred a gain on extinguishment of debt of
$24,493 as of December 31, 2007.

NOTE 17: PURCHASE AGREEMENTS AND LOSS ON INVESTMENTS

On May 1, 2007 the Company entered into a Limited Liability Company Interest
Purchase Agreement with The Granite Companies LLC, a Pennsylvania limited
liability company to acquire all of the issued and outstanding limited liability
company interests (the "Interests") of Granite Custom Builders LLC, a
Pennsylvania limited liability company ("Custom Builders"), Granite Real Estate
Acquisition Company LLC, a Pennsylvania limited liability company
("Acquisition"), and Granite Real Estate Investment Company LLC, a Pennsylvania
limited liability company (collectively Granite).

The Company paid $150,000 as a non-refundable deposit and $31,817 of other
operating expenses on behalf of Granite.

On May 23, 2007, after performing additional due diligence the Company
determined that it was not in their best interest to continue with the
acquisition and so notified Granite. We have expensed $181,817 as loss on
investment as of December 31, 2007.

During 2007 we have loaned money or paid expenses principally consisting of
legal and accounting fees on behalf of PFDC, a Company that we are completing
due diligence in anticipation of acquisition. We have recorded these items as
notes receivable as we anticipated applying the amount to the acquisition price
at closing. In the fourth quarter of 2007 we determined that the potential
acquisition was not feasible to the addition costs involved to development and
our current financial situation and we expensed the $81,744 as a loss on
investment as of December 31, 2007.


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NOTE 18:  SETTLEMENT AGREEMENT

On April 10, 2006 the Company reached a settlement agreement with a former
officer and director of the Company for outstanding liabilities totaling
$162,898. Under the terms of the agreement the Company will pay the former
officer $137,500 of which $90,000 will be in cash and $ 47,500 in either cash or
stock at the Company's option. No payment was made after the settlement date. As
of December 31, 2007, the Company caries a liability balance of $189,949
consisting of $80,607 in notes payable, $100,000 in accrued consulting fees, and
$9,342 in accrued interest due to the former officer.

NOTE 19:  CONTINGENCIES AND LEGAL PROCEEDINGS

In January 2004, the Company was advised that the parties with whom the Company
negotiated a settlement and disposition of its former turf installation business
are dissatisfied with the results of the settlement transaction and have not
returned to the Company, for cancellation, the 4,000 restricted shares of the
Company's common stock, adjusted for the stock split, as required by the
settlement agreement, notwithstanding the performance by the Company of the
obligations imposed on the Company by the settlement agreement. Accordingly, the
Company does not believe, based on its assessment, that it is necessary to make
any provisions in its financial statements for any possible adverse result. As
of December 31, 2007 the shares have not been returned to the Company.

On October 4, 1999 the Company was named as a defendant in a lawsuit filed in
Jefferson County, Texas. The plaintiff, Engineering & Wireless Services, Inc.
("EWS") demanded payment of $27,748.71 for services rendered to the Company in
1996 and 1997. The Company's President at the time, John C. Spradley, had
written a check for this same amount on April 2, 1997 that was returned, unpaid
and marked "NSF". Mr. Spradley wrote this check without proper authority by the
Company, and actually was strictly forbidden by a board resolution to write any
checks in excess of $5,000. The writing of the check to EWS left the Company
legally obligated to honor this check. The Company has not had any
communications with any of the parties of this suit for over 3 years.

On December 1, 1999, EWS was granted a final default judgment in the amount of
$37,214.27, which included $9,249.56 in attorney fees. The Company was notified
of such judgment and was not in a position to pay it. On June 9, 2001, a writ of
execution was issued by the Third District Court of the State of Utah directing
the Salt Lake County Sheriff to collect $39,521.00 from the Company; this amount
included post judgment costs of $1,412.44 and other costs of $894.29.

On July 19, 2000, the Company entered into a settlement agreement with EWS. The
Company agreed to pay EWS $31,000 over a four month period and issued to EWS
45,000 shares of the Company's common stock. The Company has made the initial
payment of $5,000 and delivered the stock due to EWS; but no other payments
under the settlement were made. The Company has not reached an agreement with
EWS nor has it pursued any agreement. The Company has been unable during the
past 4 years to contact EWS to discuss any resolution of this matter.

On July 28, 2007, the Company was named as a defendant is a lawsuit filed in the
United States District Court for the Eastern District of Pennsylvania,
Philadelphia Division by the Granite Companies, Inc. The Granite Companies
contend that City Capital entered into an agreement to purchase the membership
interests of The Granite Companies and continue to operate the entity, together
with an agreement to honor certain outstanding liabilities. The complaint
alleges that City Capital breached its contractual obligation and also should be
found liable for fraud relating to the transaction. $1,238,719, together with
punitive damages and any other relief deemed appropriate by the Court are being
sought. The Company has filed a motion to dismiss the complaint and several
other pre-discovery motions have been filed. The case is on-going and management
is vigorously pursuing its defense.

NOTE 20:  SECURITIES AND EXCHANGE COMMISSION REVIEW

On December 12, 2005 the Securities and Exchange Commission (SEC) initiated a
field audit of the Company. The review was conducted under Section 31 (b) of the
Investment Company Act of 1940 pursuant to the company electing to become a
Business Development Company. On March 28, 2006 the Company received a letter
from the SEC indicating the need to revise unspecified practices and procedures
and that certain points were still under review. The Company has continued it
cooperation with the SEC curing deficiencies that may have been note including
the filing of a 10-K/A on August 8, 2006 and a 10-Q/A on August 11, 2006. As of
December 31, 2007 there has been no further communication with the SEC regarding
this matter.

                                      F-21
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NOTE 21:  SUBSEQUENT EVENTS

Subsequent to December 31, 2007, the Company issued the following shares of
stock:

     o    On January 2, 2008, the Company issued 6,666 shares of restricted
          common stock for services of $9,999 at $1.50 a share.

     o    On January 22, 2008, the Company issued 15,000 shares of restricted
          common stock for services of $15,150 at $1.01 per share.

     o    On February 13, 2008, the Company issued 50,000 shares of restricted
          common stock as payment of interest expense of $50,000 at $1.00 per
          share.

     o    On February 20, 2008, the Company issued 25,000 shares of unrestricted
          common stock for services of $25,000 at $1.00 per share.

     o    On February 21, 2008, the Company issued 5,000 shares of restricted
          common stock for services of $5,000 at $1.00 per share.

     o    On February 21, 2008, the Company issued 100,000 shares of restricted
          common stock for services of $100,000 at $1.00 per share.

     o    On March 13, 2008, the Company issued 25,000 shares of restricted
          common stock for services of $12,750 at $0.51 per share.

     o    On April 9, 2008, the Company issued 4,007 shares of restricted common
          stock for as payment of debt of $5,005 at $1.25 per share.

                                      F-22
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