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

                                  FORM 10-QSB/A
                                   Amendment#1

                                   (Mark One)

 /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED September 30, 2007.

                                       OR

 / / TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
              OF 1934 FOR THE TRANSITION FROM _______ TO ________.

                         COMMISSION FILE NUMBER 33-5902


                            CITY CAPITAL CORPORATION
                            ------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)


           Nevada                                               22-2774460
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)



          2000 Mallory Lane
          Suite 301
          Franklin, TN                                                   37067
----------------------------------------                              ----------
(Address of principal executive offices)                              (Zip code)


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

Indicate by check mark whether the registrant (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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes / / No / /

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the November 19, 2007: 52,728,758

Transitional Small Business Disclosure Format: Yes / / No / /



<PAGE>
                                EXPLANATORY NOTE

During the preparation of our December 31, 2007 10-KSB, we have discovered a
$70,000 promissory note dated September 13, 2007 that was excluded from the
September 30, 2007 10-QSB.

The following adjustments have been made to those financial statements to
correctly state revenues and note payables:

                                              Originally Filed      As Amended
                                                        September 30, 2007
                                              --------------------------------
           Balance Sheet
           -------------
Notes payable, noncurrent including
   interest of $522                                         --           70,522

Convertible debentures, noncurrent
   including interest of $35,816                       110,816          110,816

Total Liabilities                                    2,969,363        3,039,883


Accumulated deficit                                 (8,492,300)      (8,562,820)


Total stockholders' deficit                          1,059,063          988,543
                                                    ----------       ----------
Total liabilities and stockholders'
   equity                                            4,028,426        4,028,426
                                                    ==========       ==========

<TABLE>
<CAPTION>
                                    Originally Filed    As Amended   Originally Filed    As Amended
                                             Three months ended               Nine months ended
            Income Statement                 September 30, 2007              September 30, 2007
            ----------------              ------------------------         ------------------------
<S>                                          <C>            <C>               <C>           <C>
Revenues                                     120,264        50,264            948,518       878,518

Gross profit                                  73,832         3,832            233,248       163,248


Operating Loss                            (1,321,832)   (1,391,833)        (5,078,385)   (5,148,385)


Interest charges net of interest income      (53,375)      (52,854)           497,478       497,999
                                          ----------    ----------         ----------    ----------
Net loss                                  (6,049,443)   (1,464,876)        (1,535,398)   (5,978,922)
                                          ==========    ==========         ==========    ==========
</TABLE>

<TABLE>
<CAPTION>
                                                  Originally Filed      As Amended
                                                           Nine months ended
           Statement of Cash Flows                        September 30, 2007
           -----------------------                ------------------------------
<S>                                                    <C>           <C>
Cash Flows from Operating Activities, Net (loss)       (5,978,922)   (6,049,443)

Accrued Interest                                          198,346       198,867
                                                       ----------    ----------
Net cash used in operating activities                  (3,577,910)   (3,647,911)

Proceeds from notes payable                             4,658,865     4,728,865
                                                       ----------    ----------
Net cash provided by financing activities               4,079,581     4,149,581
</TABLE>


We have also amended the notes to the financial statements contained in this
10-QSB/A to include the note payable. In all other respects, this amended
quarterly report on Form 10-QSB/A is unchanged from the quarterly report on Form
10-QSB previously filed by the Company on November 20, 2007.

<PAGE>



                               TABLE OF CONTENTS


                                                                            Page
PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements                                               4
Item 2.  Management's Discussion and Analysis or Plan of Operation          15
Item 3.  Controls and Procedures                                            21
PART II - OTHER INFORMATION
Item 1.  Legal Proceedings                                                  22
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds        23
Item 3.  Defaults Upon Senior Securities                                    23
Item 4. Submission of Matters to a Vote of Security Holders                 23
Item 5.  Other Information                                                  23
Item 6.  Exhibits                                                           23
SIGNATURES                                                                  24





<PAGE>
<TABLE>
<CAPTION>

                    CITY CAPITAL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)


                                                                            September 30,
                                                                                2007
                                                                            -----------
<S>                                                                         <C>
ASSETS

CURRENT ASSETS
         Note receivable PFDC                                               $    81,744
         Note receivable - related party                                      2,242,583
         Other Asset                                                              1,000
                Assets held for sale                                          1,703,099
                                                                            -----------

               Total current assets                                           4,028,426
                                                                            -----------

                                   Total Assets                             $ 4,028,426
                                                                            ===========


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
         Bank Overdraft                                                     $       301
         Accounts payable and accrued expenses                                  316,733
         Accrued consulting - related party                                     195,694
         Unsecured liability                                                    549,582
         Notes payable including accrued interest of $544,264                 1,516,052
         Debt derivative                                                         91,632
         Convertible debentures including interest of $8,551                     38,551
         Escrowed monies for discontinued operations                            150,000
                                                                            -----------

               Total current liabilities                                      2,858,545

LONG TERM LIABILITIES
                Notes payable, noncurrent including interest of $522             70,522
         Convertible debentures, noncurrent including interest of $35,816       110,816
                                                                            -----------

               Total liabilities                                              3,039,883
                                                                            -----------


STOCKHOLDERS' DEFICIT

         Common stock: $0.001 par value; authorized 235,000,000 shares;
           33,325,722 issued and outstanding                                     33,326
         Additional paid-in capital                                           5,660,037
         Accumulated deficit                                                 (8,562,820)
         Stock subscription payable (receivable), net                         3,858,000
                                                                            -----------

               Total stockholders' deficit                                      988,543
                                                                            -----------

               Total liabilities and stockholders' deficit                  $ 4,028,426
                                                                            ===========
</TABLE>

  See accompanying Notes to these Condensed Consolidated Financial Statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                    CITY CAPITAL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




                                                     For the Three Months Ended      For the Nine Months Ended
                                                           September 30,                     September 30,
                                                    ----------------------------    ----------------------------
                                                        2007             2006           2007             2006
                                                    ------------    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>             <C>
Revenues                                            $     50,264    $         --    $    878,518    $         --

Cost of revenues                                          46,432              --         715,270              --
                                                    ------------    ------------    ------------    ------------

Gross profit                                               3,832              --         163,248              --

Operating, general and administrative expenses:
   Consulting expense                                  1,062,697              --       3,713,035              --
   Marketing and investor relation expense                 7,152              --         603,666              --
   Repairs and maintenance                                 1,900              --         222,755              --
   Other operating, general and administrative
   expenses                                              323,916         243,473         772,177         373,193
                                                    ------------    ------------    ------------    ------------
                                                       1,395,665         243,473       5,311,633         373,193

Operating loss                                        (1,391,833)       (243,473)     (5,148,385)       (373,193)

 Non-operating expense (income)
   Interest charges (net of interest income)             (52,854)         63,139         497,999         112,160
   Loss on investment                                    300,000              --         481,817              --
   Debt forgiveness                                           --              --              --          (4,486)
   Loss on investment in subsidiary                           --              --          64,170              --
   Other income                                          (92,000)             --         (92,000)             --
   Change in fair value of debt derivative               (11,581)             --         (50,928)             --
                                                    ------------    ------------    ------------    ------------
                                                         143,565          63,139         901,058         107,674
                                                    ------------    ------------    ------------    ------------
 Net loss                                           $ (1,535,398)   $   (306,612)   $ (6,049,443)   $   (480,867)
                                                    ============    ============    ============    ============

 Basic and diluted loss per common share            $      (0.05)   $      (0.02)   $      (0.23)   $      (0.06)
                                                    ============    ============    ============    ============

 Weighted average number of common shares used to
     compute net loss per weighted average share      31,638,295      12,592,115      25,999,071       8,548,933
                                                    ============    ============    ============    ============
</TABLE>

  See accompanying Notes to these Condensed Consolidated Financial Statements.

                                       5
<PAGE>

                    CITY CAPITAL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                       For the Nine Months Ended
                                                            September 30,
                                                          2007         2006
                                                      -----------   -----------
Cash Flows from Operating Activities
    Net (loss)                                        $(6,049,443)  $  (480,867)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
    Stock issued for expenses                           2,734,268            --
    Loss on disposition of investment subsidiary           64,170            --
    Fair value of debt derivative                         (50,928)           --
    Interest income                                        (1,700)           --
Change in operating assets and liabilities:
    Prepaid-related party                                      --      (130,248)
    Notes receivable-related party                     (1,146,400)           --
    Notes receivable                                      (81,744)      (58,077)
    Bank overdraft                                            301            --
    Accounts payable and accrued expense                  135,116        54,444
    Accrued expense-related party                              --        43,270
    Accrued Interest                                      198,867            --
    Unsecured liability                                   549,582            --
                                                      -----------   -----------

Net cash (used in) operating activities                (3,647,911)     (571,478)

Cash Flows from Investing Activities:
    Advances to Portfolio Company                              --        75,148
    Assets held for sale                                 (513,696)           --
                                                      -----------   -----------

Net cash (used in) provided by investment activities     (513,696)       75,148

Cash Flows from Financing Activities:
    Stock for cash                                        127,200       512,745
    Stock issued for debt                                      --        60,000
    Convertible debentures                                     --       (16,291)
    Proceeds from notes payable                         4,728,865            --
    Payments for notes payable                           (706,484)      (38,679)
                                                      -----------   -----------

Net cash provided by financing activities               4,149,581       517,775

Increase (decrease) in cash                               (12,026)       21,445
Cash at beginning of period                                12,026         1,003
                                                      -----------   -----------
Cash at end of period                                 $        --   $    22,448
                                                      ===========   ===========

  See accompanying Notes to these Condensed Consolidated Financial Statements.

                                       6
<PAGE>
<TABLE>
<CAPTION>

                    CITY CAPITAL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
                                   (UNAUDITED)


                                                                  For the Nine Months
                                                                  Ended September 30,
                                                                  2007           2006
                                                               --------------------------
<S>                                                            <C>          <C>
SUPPLEMENT DISCLOSURE OF CASH
       FLOW INFORMATION
           Interest paid                                       $  249,558   $          --
           Income taxes paid                                   $       --   $          --


NON-CASH TRANSACTIONS
       Note receivable and interest income exchanged for
           accounts payable and debt                           $   45,988   $          --
       Redevelopment houses acquired through note
           receivable - related party                          $  214,663   $          --
       Notes receivable - related party acquired through
           note payable                                        $1,123,414   $          --
       Conversion of notes payable, debentures and
           accrued interest to common stock                    $  129,563   $      60,000

       Stock dividend                                          $  746,035   $          --
       Reclassification of investment in portfolio companies
           and prepaid expense to land and retained earnings   $1,089,803   $          --
       Conversion of notes payable, debentures and
           accrued interest to common stock                    $       --   $     502,002

       Stock subscription payable (receivable), net            $4,477,891   $   1,879,236
</TABLE>


  See accompanying Notes to these Condensed Consolidated Financial Statements.

                                       7

<PAGE>

Note 1. Basis of Presentation and Organization and Significant Accounting
        Policies

Basis of Presentation and Organization
--------------------------------------
The accompanying Condensed Consolidated Financial Statements of City Capital
Corporation. (the "Company") should be read in conjunction with the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2006. Significant
accounting policies disclosed therein have not changed except as noted below in
Note 3.

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 Resources, Inc. ("Goshen"), a
Nevada corporation who engages in the buying, selling, and drilling of oil and
gas in South Louisiana was organized on August 10, 2006; ECC Jazz Vine Street,
LLC ("Vineland.") acquired on July 31, 2006 who develops various properties in
major cities within the United States; City Capital Rehabilitation, LLC ("City
Capital Rehab"), a Missouri limited liability company, who engages in real
estate development and was organized on April 3, 2007. Goshen remained dormant
until the first quarter of 2007. Vineland and City Capital Rehab have been
committed for sale; assets for these companies have been reclassified as held
for sale.

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 September 30, 2006 and September 30, 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.

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

Note 2.  Going Concern

As shown in the accompanying interim condensed consolidated financial
statements, the Company has incurred a net loss of $6,049,443 for the nine
months ended September 30, 2007 and has reported an accumulated deficit of
$8,562,820. This coupled with 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.  Critical Accounting Policies

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.

Net realizable value adjustments -- land held for sale

In accordance with SFAS 144, the Company values long-lived assets held for sale
at the lower of carrying amount or fair value less cost to sell.


                                       8
<PAGE>

Redevelopment Houses Inventory
------------------------------

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

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

Due to the commitment to sell the subsidiaries in which our land resides, we
have presented this asset in assets held for sale.

Revenue Recognition
-------------------

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

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, we have reclassified approximately $121,000 out of cost of revenue
and into investor relations relating to commission that were previously
identified as part of the home development program.

Recent Accounting Pronouncements
--------------------------------

In July 2006, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes," an
interpretation of FASB Statement No. 109, "Accounting for Income Taxes." FIN 48
prescribes a minimum recognition threshold and measurement attribute for the
financial statement recognition of a tax position taken or expected to be taken
in a tax return. FIN 48 also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure, and
transition for tax related positions. FIN 48 becomes effective for the Company
on January 1, 2007. The Company is currently in the process of determining the
effect, if any, the adoption of FIN 48 will have on the consolidated financial
statements.

Note 4.  Note receivables

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.

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 anticipate applying the amount to the acquisition price
at closing.

As of September 30, 2007 the Company holds a note receivable from Amorocorp with
an outstanding balance of $2,242,583. 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. As of September 30, 2007 $49,068 was converted to
common stock of the Company.



                                    9
<PAGE>



This Note Receivable to AmoroCorp changed in 2007 from 2006 by $2,104,219 due to
the following components:

                                                            September 30, 2007
                                                            ------------------
     Cash extended to AmoroCorp                                $ 1,316,530
     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                                             (382,955)
     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
                                                               -----------
                                                               $ 2,104,219

Note 5.  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 6.  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.

The Company directly owns certain buildings including houses that are purchased
for refurbishing and resale.

The value of the property is carried by the Company at cost.

Note 7.  Related Parties

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 September 30, 2007 the Company had an outstanding
balance due Mr. Borglund of $95,694 which is included in accrued consulting.

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 paid the Contractor $100,000 per month for 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.

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 September 30, 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.

                                       10
<PAGE>
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. In the third quarter, 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 September 30, 2007 $27,000 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 is subject to the consent of the
promissory note holders. Consenting Promissory Note Holders will be issued
shares of common stock in the registrant at the rate of one share for each
dollar of principal assigned, a total of 4,477,891 shares. In consideration of
the assumption of the Promissory Note liabilities, the registrant will assign
and transfer 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 registrant will also
issue 15,000,000 shares of its common stock to the Lucian Group upon closing of
the agreements. The shares payable to the Lucian Groups was finalized in
November 2007.

On September 13, 2007, the Company received a loan from Lucian Development, LLC,
in the amount of $70,000. The terms of the loan called for one payment of all
principal two years from the date of funds received by the Company. The loan
bears interest at a rate of 16% per annum, with payments due quarterly beginning
December 31, 2007.

As of September 30, 2007 all note holders had effected the assignment resulting
in the reduction of the notes payable and related interest and increase of stock
subscription payable of $4,477,891. All shares for the stock subscriptions
payable were issued in November 2007.


                                       11
<PAGE>

Our notes payable as of consists of the following:
                                                                   September 30,
                                                                       2007
                                                                   -------------
12%      note payable to Newport Financial principal and
         interest due January 2, 2001.                              $  250,000

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.                                                 30,607

12%      note payable to an individual principal and interest
         due on demand.                                                 30,000

12%      note payable to an individual principal and interest
         due on demand.                                                 20,000

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.                                                      500,000

12%      note payable to an individual, principle due May 30,
         2008.  Interest of $900 payable quarterly beginning
         August 30, 2007.                                               30,000

16%      note payable to Lucian Development, LLC, principle due
         September 13, 2009. Interest of $22,400 payable
         quarterly beginning December 31, 2007.                         70,000
                                                                    ----------

         Total Notes Payable                                           987,849

         Less:  Notes Payable, current                                 917,849
                                                                    ----------
         Notes Payable, long term                                       70,000
                                                                    ==========

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. Based on the calculations per
the valuation model the Company incurred a charge to Other Income of $11,581 for
the three months ended September 30, 2007 and $50,928 for the nine months ended
September 30, 3007.

As of September 30, 2007 the amount of the convertible notes outstanding totals
$105,000 plus accrued interest of $44,367, of which $8,551 was short term.

Note 11. Stockholder's Equity

The authorized common stock of the Company consists of 235,000,000 shares of
common stock with par value of $0.001.

For the nine months ended September 30, 2007 we issued stock as follows:

     o    981,252 shares for $127,200 in cash at an average per share price of
          $0.13 per share
     o    12,476,668 shares for services valued at $2,734,268
     o    1,031,592 shares for note receivable, debt and interest conversion
          valued at $129,563
     o    1,290,761 shares for a stock dividend declared Aril 23, 2007 valued at
          $746,035


                                       12
<PAGE>
As of July 11, 2007, all consultant contracts were canceled due to the financial
position of the Company. Due to this we have accounted for all shares issued for
services as fulfilled as of June 30, 2007 as no further consultant services were
performed against any outstanding contracts after this date.

As disclosed above, on August 13, 2007 the Company entered into several
agreements wherein in it assigned its obligations under eighteen promissory
notes to the Lucian Group. The resulting 19,477,891 shares issued in November
2007 upon closing was equal to 58% of the outstanding shares on September 30,
2007 and is expected to represent 37% of the outstanding after closing. Lucian
Group will own 30% of the outstanding common stock after the transaction. There
are no plans or arrangements with Lucian Group which would result in a change in
the current board of directors of the registrant and no such plans or
arrangements are anticipated.

Note 12. Sale of Subsidiary

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 $191,255 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 $59,388 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.

As disclosed above, the Company has entered into an agreement to assign or
transfer 100% of its ownership interests in three limited liability companies,
Vineland, City Capital Rehab and the Hough Initiative, LLC. On August 15, 2007
the Company entered into an assignment of interest to purchase 60% of the
membership interest in the Hough Initiative, LLC for 6,000,000 shares of the
Company. The Hough Initiative, LLC was organized in April 2005 in Ohio, is in
real estate development and has remained dormant since its inception.

Assets and liability of Vineland and City Capital Rehab included in our
financials as of September 30, 2007 have been presented as assets held for sale.
The sale of these subsidiaries was finalized in November 2007.

Note 13. 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 Section31 (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. No findings of the field audit
have been made known to the Company by the SEC.

Note 14. Purchase Agreement

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 September 30, 2007.

Note 15. Subsequent Events

Subsequent to September 30, 2007, the Company issued the following shares of
stock:

     o    On November 12, 2007, the Company issued 159,000 shares of restricted
          common stock for the retirement of debt of $7,950 at $0.05 per share.

On October 1, 2007, the Company was granted an apartment building in Cleveland,
Ohio for no consideration as the seller was unable to fund the property. We will
treat this as an asset acquisition in the fourth quarter.

On November 7, 2007, Goshen Energy, a wholly owned subsidiary of the Company
signed a joint venture agreement with Native American Biofuels International
representing the biofuels 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.

                                       13
<PAGE>
On November 9, 2007 the registrant closed the previously announced 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 $4,377,700 and assignment is subject to the
consent of the promissory note holders. Consenting Promissory Note Holders were
issued shares of common stock in the registrant at the rate of one share for
each dollar of principal assigned for a total of 4,377,000 shares. In
consideration of the assumption of the Promissory Note liabilities, the
registrant 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
registrant also issued 15,000,000 shares of its common stock to the Lucian
Group. 'The transactions reduce the registrant's liabilities by approximately
$4,400,000. The 19,400,000 shares issued equal to 75% of the currently
outstanding shares and represent 43% of the outstanding after closing. Lucian
Group own 33% of the outstanding common stock after the transaction. There are
no plans or arrangements with Lucian Group which would result in a change in the
current board of directors of the registrant and no such plans or arrangements
are anticipated. There was no material relationship between the registrant or
its affiliates and the Lucian Group, other than in respect of the material
definitive agreements entered into.

On November 13 2007, holders of a majority of the Company's outstanding common
stock approved a reverse split of the outstanding common stock on a 25 to 1
basis with fractional shares rounded up to the next whole share. The reverse
split will be effective as soon as possible following notification to Nasdaq.

On November 13, 2007, Goshen Energy, a wholly owned subsidiary of the Company
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.





                                       14
<PAGE>
ITEM 2. 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 interim 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, such as the Kansas City (Missouri) Historic Jazz District; buying,
selling and drilling oil and gas properties, Green Energy and more.

     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. We feel this will allow for discounted sales
with an acceptable profit margin. We sold this business segment effective
November 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 is subject to the consent of the
promissory note holders. Consenting Promissory Note Holders will be issued
shares of common stock in the registrant at the rate of one share for each
dollar of principal assigned, a total of 4,477,891 shares. In consideration of
the assumption of the Promissory Note liabilities, the registrant will assign
and transfer 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 registrant will also
issue 15,000,000 shares of its common stock to the Lucian Group upon closing of
the agreements. The shares payable to the Lucian Groups was finalized in
November 2007.

     Purpose and effect of the transactions is to reduce the registrant's
liabilities by approximately $4,478,000. The resulting 19,477,891 shares issued
in November 2007 upon closing was equal to 58% of the outstanding shares on
September 30, 2007 and is expected to represent 37% of the outstanding after
closing. Lucian Group will own 30% of the outstanding common stock after the
transaction. There are no plans or arrangements with Lucian Group which would
result in a change in the current board of directors of the registrant and no
such plans or arrangements are anticipated.

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 inventory valuation.

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


                                       15
<PAGE>
Revenue Recognition

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

     Results of Operations for the three months ended September 30, 2007
compared to the three months ended September 30, 2006

     Results of operations consist of the following:

                         September 30,  September 30,    $ Change    % Change
                             2007           2006
                         -----------    -----------    -----------   ---------
Revenues                 $    50,264    $        --    $    50,264         100%

Cost of Revenues              46,432             --         46,432         100%
                         -----------    -----------    -----------   ---------
Gross Profit                   3,832             --          3,832         100%
Operating, General and
Administrative Costs       1,395,665        243,473      1,152,192         473%
                         -----------    -----------    -----------   ---------
Net Operating Loss       $(1,391,833)   $  (243,473)   $(1,148,360)        472%


     The results of operations reflected in this discussion include historical
operations of the Company as a BDC during the period July 1, 2006 through
September 30, 2006 and January 1, 2007 through January 3, 2007 and not as a BDC
during January 4, 2007 through September 30, 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 three months ended September 30,
2006. For the three months ended September 30, 2007, the Company generated
revenues of $50,264. Cost of revenue was zero for the three months ended
September 30, 2006 compared to $46,432 for the three months ended September
2007. Revenues and cost of revenue was the result of the Company's changing from
a BDC to operating company as of January 3, 2007. For the three months ended
September 30, 2007 the Company sold 1 redeveloped home.

(b)  Operating, General, and Administrative Expenses.

     The operating expenses for the three months ended September 30, 2006 was
$243,473. This compares to operating expenses for the same period in 2007
totaling $1,395,665. The majority of the increase for the period ending
September 30, 2007 over September 30, 2006 was attributable to consulting cost,
including stock for services of $1,062,697; all other costs were relatively
comparable. At the end of the second quarter, most of our outstanding consulting
agreements were cancelled due to a downturn in business. During these three
months we conserved funds where possible.

(c)  Non-operating expense (income).

     The Company incurred interest charges (net of interest income) of $63,139
in the three months ended September 30, 2006, compared with ($53,375) in the
three months ended September 30, 2007. The fluctuation in interest expense in
the quarter ended September 30, 2007 is due to the conversion of notes to a
third party, principle and interest, for the period ending September 30, 2007.

     The Company also incurred a loss on investment of $300,000 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. Also,
due to a drop in our stock price we have picked up $11,581 in the change in fair
value of our debt derivative.



                                       16
<PAGE>

Results of Operations for the nine months ended September 30, 2007 compared to
the nine months ended September 30, 2006


Results of operations consist of the following:

                         September 30,  September 30,    $ Change     % Change
                             2007           2006
                         -----------    -----------    -----------    ---------
Revenues                 $   878,518    $        --    $   878,518          100%
Cost of Revenues             715,270             --        715,270          100%
                         -----------    -----------    -----------    ---------
Gross Profit                 163,248             --        163,248          100%
Operating, General and
Administrative Costs       5,311,633        373,193      4,938,440         1323%
                         -----------    -----------    -----------    ---------
Net Operating Loss       $(5,148,385)   $  (373,193)   $(4,775,192)        1280%


     The results of operations reflected in this discussion include historical
operations of the Company as a BDC during the period January 1, 2006 through
September 30, 2006 and January 1, 2007 through January 3, 2007 and not as a BDC
during January 4, 2007 through September 30, 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 nine months ended September 30,
2006. For the nine months ended September 30, 2007, the Company generated
revenues of $878,518. Cost of revenue was zero for the nine months ended
September 30, 2006 compared to $715,270 for the nine months ended September
2007. Revenues and cost of revenue was the result of the Company's changing from
a BDC to operating company as of January 3, 2007. For the nine months ended
September 30, 2007 the Company sold 11 redeveloped homes. In November 2007, we
completed the sale of City Capital Rehabilitation; these results will not
continue.

(b)  Operating, General, and Administrative Expenses.

     The operating expenses for the nine months ended September 30, 2006 was
$373,193. This compares to operating expenses for the same period in 2007
totaling $5,311,633. The increase in the loss for the period ending September
30, 2007 over September 30, 2006 was attributable to increased consulting cost,
including stock for services, of $3,713,035, inclusive of Amorocorp consulting
contract of $600,000 which has been canceled, marketing and investor relations
cost of $603,666 to promote our company and our stock, accounting and legal fees
of $176,627 due to more investment activities and SEC compliance matters,
repairs and maintenance of $222,755, payroll of $249,682 and travel to promote
the Company of $96,285. We did not have many of these expenses in the same
period of 2006 as were a BDC and functioned without operations or personnel.

(c)  Non-operating expense (income).

     The Company incurred interest charges (net of interest income) of $112,160
in the nine months ended September 30, 2006, compared with such charges of
$497,478 in the nine months ended September 30, 2007. The interest expense
increase in the period ended September 30, 2007 is to attributable to
significant increased borrowing during the period ending September 30, 2007.

     The Company also incurred loss on investments of $481,817 due to a
rescission of an acquisition and a failed oil and gas lease. Partially due to
this management has refocused Goshen into green fuels, such as biofuel, wind and
solar. Due to a drop in our stock price we have picked up $50,928 in the change
in fair value of our debt derivative. Also, for the nine months ended September
30, 2007 we recorded a loss of $64,170 due to the disposal of an investment
carried when we were a BDC.


Liquidity and Capital Resources.
<TABLE>
<CAPTION>

                                  September 30,    December 31,     $ Change   % Change
                                      2007             2006
                                 --------------   -------------   -----------  ---------
<S>                              <C>              <C>             <C>              <C>
Cash                             $       12,026   $          --   $   (12,026)     (100%)
Notes Receivable                 $    2,324,327   $      44,288   $ 2,280,039      5148%
Accounts Payable and Accrued     $      512,429   $     406,096   $   106,333        26%
Expenses
Notes Payable, Convertible       $    1,796,235   $   1,449,651   $   346,584        24%
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. As of September 30, 2007, we had total current liabilities of
$2,858,547 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 September 30, 2007 due to the above. Our debt load
will put considerable strain on our cash resources for the remainder of 2007.


                                       17
<PAGE>
     As of September 30, 2007, our Notes Receivable increased to $2,324,327
compared to $44,288 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 outstand debt. The Company has requested
an independent study of the matter with recommendations being presented for
resolution prior to the end of the year, however, there can be no guarantee that
the Company will come to a resolution by our next filing.

     We had $0 cash on hand as of September 30, 2007 compared to $12,026 as of
December 31, 2006. Due to our cash and debt balances subsequent to September 30,
2007 we have taken measures to reduce costs (including cancelling all
non-essential consulting contracts), decrease our debt (with our August 13, 2007
Form 8-K announcement referenced in our financial statements above) 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.

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.

Risk Factors affecting the Plan of Operations.

     Investing in the Company involves a number of significant risks relating to
our business and investment objective. As a result, there can be no assurance
that we will achieve our investment objective. In addition to the risk factors
described below, other factors that could cause actual results to differ
materially include:


     o    The ongoing global economic uncertainty, coupled with war or the
          threat of war;

     o    Risks associated with possible disruption in our operations due to
          terrorism;

     o    Future regulatory actions and conditions in our operating areas; and

     o    Other risks and uncertainties as may be detailed from time to time in
          our public announcements and SEC filings.

a)   Need for Additional Financing May Affect Operations and Plan of Business.

     The Company anticipates based on currently proposed assumptions relating to
its operations (including with respect to costs and expenditures and projected
cash flow from operations), that it must seek financing to continue its
operations. Such financing, when needed, may not be available, or may not be
available on terms acceptable to management. In the event that the Company's
plans change or its assumptions change (due to unanticipated expenses, technical
difficulties, or otherwise), the Company would be required to seek additional
financing.

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

     o    curtail operations significantly;

     o    sell significant assets;

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

     o    Explore other strategic alternatives including a merger or sale of the
          Company.

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


                                       18
<PAGE>
(b)  Independent Auditors Have Expressed Substantial Doubt Ability to Continue
     as a Going Concern.

     In their report dated April 17, 2007, the Company's independent auditor
stated that the financial statements for the year ended December 31, 2006 were
prepared assuming that the Company would continue as a going concern. The
Company's ability to continue as a going concern is an issue raised as a result
of cash flow constraint, an accumulated deficit, and recurring losses from
operations. The Company continues to experience net losses. The Company's
ability to continue as a going concern is subject to the ability to generate a
profit and/or obtain necessary funding from outside sources, including obtaining
additional funding from the sale of the Company's securities, increasing sales
or obtaining loans from various financial institutions where possible. The
continued net losses and stockholders' deficit increases the difficulty in
meeting such goals and there can be no assurances that such methods will prove
successful.

(c)  Competition May Affect Operation of Company.

     The market of real estate development and the oil and gas industry is
intensely competitive and the Company expects competition to continue to
increase. In addition some competitors in the Company's market have longer
operating histories, significantly greater financial, technical, marketing and
other resources, and greater brand recognition than the Company does. To be
competitive, the Company believes that it must, among other things, invest
significant resources in developing new products, improve its current products
and maintain customer satisfaction. Such investment will increase the Company's
expenses and affect its profitability. In addition, if it fails to make this
investment, the Company may not be able to compete successfully with its
competitors, which could have a material adverse effect on its revenue and
future profitability

(d)  Market Changes May Affect Operation of Company.

     The markets in which the Company competes are characterized by rapid
change, frequent new product introductions, evolving industry standards and
changing needs of customers. There can be no assurance that the Company's
existing products will continue to be properly positioned in the market or that
the Company will be able to introduce new or enhanced products into the market
on a timely basis, or at all.

(e)  Control by Officers and Directors Over Affairs of the Company May Override
     Wishes of Other Stockholders.

     The Company's officers and directors currently own approximately 25% of the
outstanding shares of the Company's common stock. As a result, such persons,
acting together, have the ability to exercise significant influence over all
matters requiring stockholder approval. In addition, all decisions with respect
to the management of the Company will be made exclusively by the officers and
directors of the Company. Investors will only have rights associated with
stockholders to make decisions that affect the Company. Accordingly, it could be
difficult for the investors hereunder to effectuate control over the affairs of
the Company.

     Therefore, the success of the Company, to a large extent, will depend on
the quality of the directors and officers of the Company. Accordingly, no person
should invest in the Company unless he is willing to entrust all aspects of the
management of the Company to the officers and directors.

(f)  Loss of Any of Current Management Could Have Adverse Impact on Business and
     Prospects for Company.

     The Company's success is dependent upon the hiring of key administrative
personnel. None of the Company's officers, directors, and key employees have an
employment agreement with the Company; therefore there can be no assurance that
these personnel will remain employed by the Company after the termination of
such agreements. Should any of these individuals cease to be affiliated with the
Company for any reason before qualified replacements could be found, there could
be material adverse effects on the Company's business and prospects.

(g)  Limitations on Liability, and Indemnification, of Directors and Officers
     May Result in Expenditures by Company.

     Under the Company's Articles of Incorporation, as amended and restated, and
its Bylaws, as restated, the Company is permitted to indemnify directors,
officers, employees and agents of the Company. In addition, the Nevada Revised
Statutes provide for permissive indemnification of officers and directors. Any
indemnification of directors, officer, employees, or agents could result in
substantial expenditures being made by the Company in covering any liability of
such persons or in indemnifying them.

(g)  Potential Conflicts of Interest May Affect Ability of Officers and
     Directors to Make Decisions in the Best Interests of Company.

     The officers and directors have other interests to which they devote time,
either individually or through partnerships and corporations in which they have
an interest, hold an office, or serve on boards of directors, and each will
continue to do so notwithstanding the fact that management time may be necessary
to the business of the Company. As a result, certain conflicts of interest may
exist between the Company and its officers and/or directors that may not be
susceptible to resolution. All of the potential conflicts of interest will be
resolved only through exercise by the directors of such judgment as is
consistent with their fiduciary duties to the Company. It is the intention of
management, so as to minimize any potential conflicts of interest, to present
first to the board of directors to the Company, any proposed investments for its
evaluation.

(h)  Non-Cumulative Voting May Affect Ability of Shareholders to Influence
     Company Decisions.

     Holders of the shares are not entitled to accumulate their votes for the
election of directors or otherwise. Accordingly, the holders of a majority of
the shares present at a meeting of shareholders will be able to elect all of the
directors of the Company, and the minority shareholders will not be able to
elect a representative to the Company's board of directors.

                                       19
<PAGE>
(i)  Absence of Cash Dividends May Affect Investment Value of Company's Stock.

     The board of directors does not anticipate paying cash dividends on the
shares for the foreseeable future and intends to retain any future earnings to
finance the growth of the Company's business. Payment of dividends, if any, will
depend, among other factors, on earnings, capital requirements, and the general
operating and financial condition of the Company, and will be subject to legal
limitations on the payment of dividends out of paid-in capital.

(j)  The Company's 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    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.

(k)  No Assurance of Public Trading Market and Risk of Low Priced Securities May
     Affect Market Value of the Company's Common Stock.

     The SEC has adopted a number of rules to regulate "penny stocks." Such
rules include Rule 3a51-1 and 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.

     There has been only a limited public market for the common stock of the
Company. Our common stock is currently traded on the Over the Counter Bulletin
Board. 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.



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ITEM 3. CONTROLS AND PROCEDURES.

In January 2008, we re-evaluated the effectiveness of our disclosure controls
and procedures as of September 30, 2007. This evaluation was made under the
supervision of our principal executive officer and principal financial officer.

We reviewed and evaluated the effectiveness of the design and operation of our
disclosure controls and procedures, as of the end of the interim period covered
by this report, as required by Securities Exchange Act Rule 13a-15, and
concluded that our disclosure controls and procedures are infective to ensure
that information required to be disclosed in our reports filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended, is accumulated and communicated to management on a timely
basis, including our principal executive officer and principal financial
officer.

Based on this re-evaluation, our principal executive officer and principal
financial officer concluded that, as of the end of such period, our disclosure
controls and procedures were infective to ensure that we record, process,
summarize, and report information required to be disclosed in the reports we
filed under the Securities Exchange Act of 1934 within the time periods
specified by the Securities and Exchange Commission's rules and regulations.
During the interim period ended September 30, 2007, there were no changes in our
internal control over financial reporting, that have materially affected or are
reasonably likely to materially affect our internal controls over financial
reporting. However, as a result of our re-evaluation, we have identified a
significant deficiency.

A significant deficiency is a control deficiency, or combination of control
deficiencies, that adversely affects the initiation, authorization, and
recording, processing or reporting of reliable financial data. Because of the
significant deficiencies described below, management concluded that our internal
control over financial reporting was not effective as of September 30, 2007.

INEFFECTIVE CONTROLS RELATED TO THE FINANCIAL CLOSING PROCESS

The Company's design and operation of controls with respect to the process of
preparing and reviewing the interim financial statements are ineffective.
Deficiencies identified include the inadequate segregations of duties, lack of
controls over procedures used to enter transactions into the general ledger, and
lack of appropriate review of the reconciliations and supporting work papers
used in the financial close and reporting process. Due to the potential
pervasive effect on the financial statement account balances and disclosures and
the importance of the interim financial closing and reporting process, in the
aggregate, management has concluded that there is more than a remote likelihood
that a material misstatement in our annual or interim financial statements could
occur and would not be prevented or detected. Management intends on discussing
this issue with its outside consultants to develop controls which are better
applicable to its industry and size.



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                                     PART II

                                OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS


Other than as set forth below, the Company is not a party to any material
pending legal proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.

     (a) 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, which included $9,249 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 from the Company; this amount
included post judgment costs of $1,412 and other costs of $894.

     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 during the past year.

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

The Company made the following sales of unregistered (restricted) securities
during the quarter ended on September 30, 2007:

On May 22, 2007, the Company canceled 666,667 originally issued for debt.

On April 20, 2007, the Company issued 625,000 shares of restricted common stock
to unaffiliated third parties for services for $362,500 at $0.58 per share.

On April 24, 2007, the Company issued 36,586 shares of restricted common stock
to an unaffiliated third party for cash for $15,000 at $0.41 per share.

On April 25, 2007, the Company issued 230,000 shares of restricted common stock
to an unaffiliated third party for services for $119,600 at $0.52 per share.

On April 30, 2007, the Company issued 625,000 shares of restricted common stock
to unaffiliated third parties for services for $356,250 at $0.57 per share.

On April 30, 2007, the Company issued 800,531 shares of restricted common stock
to unaffiliated third parties as a stock dividend, declared on April 23, 2007,
for $432,287 at $0.54 per share.

On May 2, 2007, the Company issued 25,000 shares of restricted common stock to
an unaffiliated third party for services for $13,250 at $0.53 per share.

On May 8, 2007, the Company issued 24,391 shares of restricted common stock to
an unaffiliated third party for cash for $10,000 at $0.41 per share.

On May 8, 2007, the Company issued 100,000 shares of restricted common stock to
an unaffiliated third party for services for $64,000 at $0.64 per share.

On May 10, 2007, the Company issued 36,667 shares of restricted common stock to
an unaffiliated third party for cash for $16,500 at $0.45 per share.

On May 18, 2007, the Company issued 385,714 shares of restricted common stock to
an unaffiliated third party for debt for $27,000at $0.07 per share.

On May 18, 2007, the Company issued 50,000 shares of restricted common stock to
an unaffiliated third party for services for $21,500 at $0.43 per share.


                                       22
<PAGE>
On May 21, 2007, the Company issued 500,000 shares of restricted common stock to
an unaffiliated third party for services for $235,000 at $0.47 per share.

On June 14, 2007, the Company issued 200,000 shares of restricted common stock
to an unaffiliated third party for services for $84,000 at $0.42 per share.

On July 12, 2007, the Company issued 800,000 shares of restricted common stock
to its immediate past CEO for services for $125,000 at $0.25 per share.

On July 31, 2007, the Company issued 4,343,333 shares of restricted common stock
to an unaffiliated third party for services for $734,200 at $0.17 per share.

On November 12, 2007, the Company issued 159,000 shares of restricted common
stock for the retirement of debt of $7,950 at $0.05 per share.

On November 12, 2007, the Company issued 19,477,891 shares of restricted common
stock for the sale of Vineland, City Capital Rehab and the Hough Initiative,
LLC.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS.

(a) The following exhibits are filed with this report.



31.1    Certification by Chief Executive Officer pursuant to Sarbanes Oxley
        Section 302.
32.1    Certification by Chief Executive Officer pursuant to 18 U.S. C.
        Section 1350




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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                            CITY CAPITAL CORPORATION






DATED: February 11, 2008               BY: /s/ EPHREN W. TAYLOR II
                                       ---------------------------------
                                       EPHREN W. TAYLOR II, CHAIRMAN
                                       CHIEF EXECUTIVE OFFICER
                                      (PRINCIPAL EXECUTIVE OFFICER)






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