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

                                    FORM 10-Q

(Mark One)

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

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

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

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

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

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

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

Large accelerated filer  [  ]                Accelerated filer  [  ]

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

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

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

                                     TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                     PAGE

         ITEM 1.  FINANCIAL STATEMENTS

                  CONSOLIDATED BALANCE SHEETS AS OF
                  SEPTEMBER 30, 2008
                  (UNAUDITED) AND DECEMBER 31, 2007 (AUDITED)         4

                  CONSOLIDATED STATEMENTS OF OPERATIONS
                  (UNAUDITED) FOR THE THREE AND NINE MONTHS
                  ENDED SEPTEMBER 30, 2008 AND SEPTEMBER
                  30, 2007                                            6

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

                  NOTES TO CONDENSED CONSOLIDATED
                  FINANCIAL STATEMENTS (UNAUDITED)                   10

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

        ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
                ABOUT MARKET RISK                                    35

        ITEM 4.  CONTROLS AND PROCEDURES                             35

        ITEM 4(T).  CONTROLS AND PROCEDURES                          35

PART II - OTHER INFORMATION

        ITEM 1.  LEGAL PROCEEDINGS                                   36

        ITEM 1A. RISK FACTORS                                        37

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

        ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                     37

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

        ITEM 5.  OTHER INFORMATION                                   37

        ITEM 6.  EXHIBITS                                            38

SIGNATURE                                                            39


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                          CITY CAPITAL CORPORATION
                    CONDENSED CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>

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

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

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

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

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




See Accompanying Notes to Condensed Consolidated Financial Statements

                                    CITY CAPITAL CORPORATION
                       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                         (Unaudited)



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

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

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

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

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

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

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

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

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

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


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

See Accompanying Notes to Condensed Consolidated Financial Statements

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


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

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

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

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

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

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

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

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

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

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

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

Stock dividend                                                $         --       $      746,035
                                                              ____________       ______________

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

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

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

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

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

Stock subscription payable (receivable), net                 $          --       $    4,477,891
                                                             _____________       ______________
</TABLE>


See Accompanying Notes To Condensed Consolidated Financial Statements


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

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

Basis of Presentation and Organization.

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

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

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

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

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

Reclassifications.

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

Cash and Equivalents.

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

Inventory - Homes For Sale.

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

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

Revenue Recognition.

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

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

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

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

Non-Controlling Interest

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

Fair Value Accounting.

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

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

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

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

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

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

New Accounting Pronouncements.

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

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

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

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

NOTE 2.  GOING CONCERN

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

NOTE 3. FAIR VALUE

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

Fair Value at September 30, 2008

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

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

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

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

NOTE 4.  NOTE RECEIVABLE - RELATED PARTY TRANSACTION

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

NOTE 5.  INVENTORY - HOMES FOR SALE

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

The properties are carried by the Company at cost.

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

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

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

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

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

NOTE 7.  GOODWILL AND INTANGIBLES

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

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

The Company's intangible assets consisted of the following:

                                      September 30, 2008     December 31, 2007

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

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

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

NOTE 8.  PROPERTY PLANT AND EQUIPMENT

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

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

The Company's depreciable assets consisted of the following:

                                    June 30, 2008      December 31, 2007

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

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

NOTE 9.  UNSECURED LIABILITY

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

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

NOTE 10.  NOTES PAYABLE AND LINE OF CREDIT

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1)  See Note 11.

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

(3)  No debt extinguishment triggered.

NOTE 11.  GAIN ON EXINGUISHMENT OF DEBT

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

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

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

NOTE 12.  CONVERTIBLE NOTES

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

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

NOTE 13.  COMMON STOCK

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

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

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

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

(c)  50,000 restricted shares for interest expense valued at $50,000
($1.00 per share).

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

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

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

NOTE 14.  SUBSEQUENT EVENTS

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

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

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

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

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

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

Overview.

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

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

Recent Developments.

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

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

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

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

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

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

(a)  Revenue and Cost of Revenue.

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

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

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

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

(b)  Operating, General and Administrative Expenses.

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

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

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

(c)  Non-Operating Expense (Income).

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

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

(d)  Net Operating Loss.

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

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

(a)  Revenue and Cost of Revenue.

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

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

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

(b)  Operating, General, and Administrative Expenses.

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

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

(c)  Non-Operating Expenses (Income).

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

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

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

(d)  Net Operating Loss.

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

Factors That May Affect Operating Results.

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

     - market acceptance of and changes in demand for services;

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

     - gain or loss of clients or strategic relationships;

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

     - price competition;

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

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

     - changes in governmental regulation; and

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

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

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

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

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

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

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

Operating Activities.

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

Investing Activities.

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

Liquidity and Capital Resources.

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

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

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

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

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

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

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

     - curtail operations significantly;

     - sell significant assets;

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

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

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

Inflation.

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

Off-Balance Sheet Arrangements.

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

Critical Accounting Policies.

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

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

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

(b)  Revenue Recognition

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

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

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

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

(c)  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, the Company values the shares issued for
services at the fair market value of its common stock on the date the
total number of shares is known.

(d)  Inventory - Homes for Sale.

     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.

(e)  Non-Controlling Interest

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

Forward Looking Statements.

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES.

     Not applicable.

ITEM 4(T).  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

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

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

Inherent Limitations of Control Systems.

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

Changes in Internal Control Over Financial Reporting.

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

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

ITEM 1A.  RISK FACTORS.

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

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

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

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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     Not Applicable.

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

     None.

ITEM 5.  OTHER INFORMATION.

Correction.

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

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

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

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

     (c)  4,007 shares of common stock issued for a stock payable of
     $12,023 ($3.00 per share)."

Subsequent Events.

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

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

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

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

ITEM 6.  EXHIBITS.

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

                                 SIGNATURE

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

                                       City Capital Corporation



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

                                  EXHIBIT INDEX

Number                         Description

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

21      Subsidiaries of the Registrant (filed herewith).

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

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

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

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

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