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

# FORM 10-QSB

(Mark One) [X]    QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
PERIOD ENDED MARCH 31, 2007

# OR

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

# COMMISSION FILE
NUMBER: 33-5902

|CITY CAPITAL CORPORATION                           
|---------------------------------------------------
|(Exact Name of Company as Specified in Its Charter)

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

256 Seaboard Lane,
Building E#101, Franklin, Tennessee    37067
(Address of Principal Executive Offices)  
(Zip Code)

(651) 563-9900
(Company's Telephone Number)

2535 Pilot Knob Road,
Suite 118, Mendota Heights, Minnesota, 55120 (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) been subject to such filing requirements for the past 90 days.  Yes    [X]
       No    [  ]       .

Indicate
by check mark  whether the  Company is an  accelerated  filer (as  defined in Rule 12b-2
of the  Exchange  Act):  Yes [  ]            No     [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 May 15, 2007, the Company had 25,806,937 shares of common stock issued and outstanding.

---



# TABLE OF CONTENTS

|                                                  | 
|------------------------------------------------- | 
|PART I - FINANCIAL INFORMATION                    | 
|                                                  | 
|ITEM 1.  FINANCIAL STATEMENTS                     | 
|                                                  | 
|CONDENSED CONSOLIDATED BALANCE SHEETS-            | 
|MARCH 31, 2007 (UNAUDITED)                        | 
|                                                  | 
|CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS    | 
|(UNAUDITED) THREE MONTHS ENDED                    | 
|MARCH 31, 2006 AND MARCH 31, 2007 (UNAUDITED)     | 
|                                                  | 
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-  | 
|THREE MONTHS ENDED                                | 
|MARCH 31, 2006 AND MARCH 31, 2007 (UNAUDITED)     | 
|                                                  | 
|NOTES TO CONDENSED CONSOLIDATED                   | 
|FINANCIAL STATEMENTS (UNAUDITED)                  | 
|                                                  | 
|ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF | 
|FINANCIAL CONDITION AND RESULTS OF OPERATIONS     | 
|                                                  | 
|ITEM 3.   CONTROLS AND PROCEDURES                 | 
|                                                  | 
|PART II - OTHER INFORMATION                       | 
|                                                  | 
|ITEM 1.   LEGAL PROCEEDINGS                       | 
|                                                  | 
|ITEM 2.   UNREGISTERED SALES OF EQUITY            | 
|SECURITIES AND USE OF PROCEEDS                    | 
|                                                  | 
|ITEM 3.   DEFAULTS UPON SENIOR SECURITIES         | 
|                                                  | 
|ITEM 4.   SUBMISSION OF MATTERS TO A VOTE         | 
|OF SECURITY HOLDERS                               | 
|                                                  | 
|ITEM 5.   OTHER INFORMATION                       | 
|                                                  | 
|ITEM 6.   EXHIBITS                                | 
|                                                  | 
|SIGNATURE                                         | 

2

---



# PART I  FINANCIAL
INFORMATIONITEM 1. FINANCIAL STATEMENTS

# CITY CAPITAL
CORPORATION CONDENSED CONSOLIDATE BALANCE SHEETS

|                                                               | March 31,
2007
(Unaudited) | 
|-------------------------------------------------------------- | -------------------------- | 
|ASSETS                                                         |                            | 
|Current Assets                                                 |                            | 
|Cash                                                           |                            | 
|Notes receivable including interest of $ 7,062                 |                            | 
|Note receivable PFDC                                           |                            | 
|Note receivable - related party                                |                            | 
|                                                               |                            | 
|Total current assets                                           |                            | 
|                                                               |                            | 
|Property Held for Development                                  |                            | 
|Land                                                           |                            | 
|Redevelopment houses                                           |                            | 
|                                                               |                            | 
|Total of Development Property Held                             |                            | 
|                                                               |                            | 
|Fixed Assets                                                   |                            | 
|Equipment                                                      |                            | 
|                                                               |                            | 
|Total Fixed Assets                                             |                            | 
|                                                               |                            | 
|Total Assets                                                   |                            | 
|                                                               |                            | 
|LIABILITIES AND STOCKHOLDERS' DEFICIT                          |                            | 
|Current Liabilities                                            |                            | 
|Notes payable including accrued interest of $ 560,063          |                            | 
|Accounts payable and accrued expenses                          |                            | 
|Accrued consulting-related party                               |                            | 
|Debt derivative                                                |                            | 
|Convertible debentures including interest of $ 50,133          |                            | 
|                                                               |                            | 
|Total current liabilities                                      |                            | 
|                                                               |                            | 
|Long Term Liabilities                                          |                            | 
|Notes payable including interest of $ 0                        |                            | 
|                                                               |                            | 
|Total Liabilities                                              |                            | 
|                                                               |                            | 
|Stockholders' Deficit                                          |                            | 
|Common stock, $0.001 par value; authorized 235,000,000 shares; |                            | 
|issued and outstanding - 24,282,546                            |                            | 
|Additional paid-in capital                                     |                            | 
|Accumulated deficit                                            |                            | 
|Stock subscription receivable                                  |                            | 
|                                                               |                            | 
|Total Stockholders' Deficit                                    |                            | 
|                                                               |                            | 
|Total Liabilities and Stockholders' Deficit                    |                            | 
|                                                               |                            | 

The
accompanying notes are an integral part of these condensed consolidated financial
statements

3

---



# CITY CAPITAL
CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

|                                                                     | Three Months Ended
March 31, | 
|-------------------------------------------------------------------- | ---------------------------- | 
|
|Revenues                                                             |                              | 
|                                                                     |                              | 
|Cost of Revenues                                                     |                              | 
|                                                                     |                              | 
|Gross Profit                                                         |                              | 
|                                                                     |                              | 
|Selling, General, and Administrative Expenses                        |                              | 
|                                                                     |                              | 
|Interest Charges (net of interest income)                            |                              | 
|                                                                     |                              | 
|Total Expense                                                        |                              | 
|                                                                     |                              | 
|Net Operating Loss                                                   |                              | 
|                                                                     |                              | 
|Other Expense (Income) including debt derivative expense of $240,684 |                              | 
|                                                                     |                              | 
|Income Tax Expense (Benefit)                                         |                              | 
|                                                                     |                              | 
|Net Income (Loss)                                                    |                              | 
|                                                                     |                              | 
|Basic and Diluted Loss Per Common Share                              |                              | 
|                                                                     |                              | 
|Net Loss                                                             |                              | 
|                                                                     |                              | 
|Weighted Average Number of Common Shares                             |                              | 
|Used to Compute Net Income (Loss) per                                |                              | 
|Weighted Average Share                                               |                              | 
|                                                                     |                              | 

The
accompanying notes are an integral part of these condensed consolidated financial
statements

4

---



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

|                                                  | Three Months Ended
March 31, | 
|------------------------------------------------- | ---------------------------- | 
|
|Cash Flows from Operating Activities              |                              | 
|Net income (loss)                                 |                              | 
|Adjustments to reconcile net income (loss)        |                              | 
|to net cash used in operating activities:         |                              | 
|Stock issued for expenses                         |                              | 
|Loss on disposition of investment subsidiary      |                              | 
|Change in operating assets and liabilities        |                              | 
|Notes receivable-related party                    |                              | 
|Notes receivable                                  |                              | 
|Accounts payable and accrued expense              |                              | 
|Accrued interest                                  |                              | 
|Debt derivative                                   |                              | 
|Net Cash  Provided (Used In)                      |                              | 
|Operating Activities                              |                              | 
|                                                  |                              | 
|Cash Flows from Investing Activities              |                              | 
|Property purchases                                |                              | 
|Investment                                        |                              | 
|                                                  |                              | 
|Net Cash Used In                                  |                              | 
|Investment Activities                             |                              | 
|                                                  |                              | 
|Cash Flows from Financing Activities              |                              | 
|Stock for cash                                    |                              | 
|Stock for debt                                    |                              | 
|Convertible debentures                            |                              | 
|Notes payable                                     |                              | 
|                                                  |                              | 
|Net Cash Provided by (Used In)                    |                              | 
|Financing Activities                              |                              | 
|                                                  |                              | 
|Cash and cash equivalents                         |                              | 
|Increase (Decrease) In Cash and                   |                              | 
|Cash Equivalents                                  |                              | 
|Cash and Cash Equivalents at Beginning of Period  |                              | 
|                                                  |                              | 
|Cash and Cash Equivalents at End of Period        |                              | 
|                                                  |                              | 
|Supplemental Disclosures of Cash Flow Information |                              | 
|Cash paid during the period for:                  |                              | 
|Interest                                          |                              | 
|                                                  |                              | 
|Income taxes                                      |                              | 
|                                                  |                              | 
|Noncash Investing and Financing Activities        |                              | 
|500,000 shares @ 0.12 for expenses                |                              | 

The
accompanying notes are an integral part of these condensed consolidated financial
statements

5

---



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

NOTE 1:     BASIS OF PRESENTATION

City Capital Corporation, a Nevada
corporation (Company), was incorporated in Nevada on July 24, 1984, as
Diversified Ventures, Ltd. On March 27, 1987, the Company changed its name to
M.V.I.D. International Corporation; on April 6, 1994, the name was changed to
Micro-Lite Television. On October 25, 1996, the Company changed its name to Superior
Wireless Communications, Inc.; on August 18, 1999, the name was changed to JustWebit.com,
Inc. On November 6, 2002, the Company changed its name to City Capital Corporation. The
Companys fiscal year ends on December 31. 2005.

Effective December 1, 2004 the
Company commenced operating as a Business Development Company (BDC) under
Section 54(a) of the Investment Company Act of 1940 (1940 Act).

On November 11, 2006 the Company
presented for shareholder approval a resolution to withdraw the Companys election to
continue to operate as a Business Development Company.

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

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

The accompanying condensed
consolidated financial statements included herein have been prepared by the Company
without audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Accordingly, these unaudited condensed consolidated financial statements do
not include certain information and footnotes disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted in the
United States of America. In managements opinion, all adjustments (consisting of
normal and recurring adjustments) considered necessary for a fair presentation have been
included. Operating results for the three months ended March 31, 2007 are not necessarily
indicative of the results that may be expected for the year ending December 31, 2007. The
accompanying condensed consolidated financial statements and the notes thereto should be
read in conjunction with the Companys audited financial statements as of and for the
year ended December 31, 2006 contained in the Form 10-KSB.

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

6

---



Recently Issued Accounting Standards

In February 2007, the Financial
Accounting Standards Board (the FASB) issued Statement of Financial Accounting
Standards (SFAS) 159, The Fair Value Option for Financial Assets and
Financial Liabilities including an amendment of FASB Statement 115 that provides
companies with an option to report certain financial assets and liabilities in their
entirety at fair value. This statement is effective for fiscal years beginning after
November 15, 2007. The fair value option may be applied instrument by instrument, and
may be applied only to entire instruments. A business entity would report unrealized gains
and losses on items for which the fair value option has been elected in earnings at each
subsequent reporting date. We are evaluating SFAS 159 and have not yet determined the
impact the adoption will have on the consolidated financial statements.

In September 2006, the FASB
issued SFAS 157, Fair Value Measurements. This statement defines fair value,
establishes a framework for measuring fair value for both assets and liabilities through a
fair value hierarchy and expands disclosure requirements. SFAS 157 is effective for
financial statements issued or fiscal years beginning after November 15, 2007
and interim periods within those fiscal years. We are evaluating SFAS 157 and have not yet
determined the impact the adoption will have on the consolidated financial statements.

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

NOTE 2:     CRITICAL ACCOUNTING POLICIES

Use of Estimates.

The preparation of financial
statements in accordance with accounting principles generally accepted in the United
States of America requires management of the Company to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the interim
financial statements and the reported amounts of revenues and expenses during the
reporting period.  Such estimates include, but are not limited to, revenue
recognition and allowances, accrued liabilities, deferred revenue, loss contingencies and
accounting for income taxes.  Actual results could differ from these estimates.

7

---



Impaired Fair Value of Financial
Instruments.

The carrying amounts for the
Companys cash, accounts payable, accrued liabilities, due to stockholder and
officers approximate fair value due to the short-term maturity of these instruments.

Income Taxes.

In February 1992, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 109, Accounting for Income Taxes. SFAS No.
109 required a change from the deferred method of accounting for income taxes of
Accounting Principles Board Opinion No. 11 to the asset and liability method of accounting
for income taxes. Under the asset and liability method of SFAS No. 109, deferred tax
assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Under SFAS No. 109,
the effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date. Effective January 1, 1993, the
Company adopted SFAS No. 109.

Earnings (Loss) per Share.

In February 1997, the FASB issued
SFAS No. 128, Earnings per Share. SFAS No. 128 simplifies the standards for
computing earnings per share (EPS) and was effective for financial statements
issued for periods ending after December 15, 1997, with earlier application not permitted.
Effective January 1, 1998, the Company adopted SFAS No. 128. Basic EPS is determined using
net income divided by the weighted average shares outstanding during the period. Diluted
EPS is computed by dividing net income by the weighted average shares outstanding,
assuming all dilutive potential common shares were issued. Since the fully diluted losses
per share for the first quarter of fiscal years 2006 and 2005 were antidilutive, basic and
diluted losses per share are the same. Accordingly, rights to purchase common issuable
upon conversion of convertible debentures were not included in the calculation of diluted
earnings per common share.

NOTE 3:     GOING CONCERN CONSIDERATIONS

As shown in the accompanying interim
condensed consolidated financial statements, the Company has incurred a net loss of
$1,469,177 for the quarter ended March 31, 2007. As of March 31, 2007, the Company
reported an accumulated deficit of $ 3,236,520. The Companys ability to generate
financial gains and positive cash flows is dependent on the ability to make investments
which yield returns as well as the ability to raise additional capital. Management is
following strategic plans to accomplish these objectives, but success is not guaranteed.
As of March 31, 2007, these factors raise substantial doubt about the Companys
ability to continue as a going concern. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that may result
from the outcome of this uncertainty.

8

---



NOTE 4:     PROPERTY HELD FOR
DEVELOPMENT

The Company directly owns certain
buildings including houses that are purchased for refurbishing and resale. In addition the
Company through its wholly owned subsidiary owns land that is divided into residential and
commercial lots for development. The value of the property is carried by the Company at
cost.

NOTE 5:     NOTES PAYABLE

The Company has issued notes payable
as part of their financing activity. One of the notes for principal of $ 250,000 and
accrued interest of $ 492,483 is in default and considered current. The balance of the
notes outstanding consists of 20 notes varying in maturity from April 2007 through March
30, 2010. The interest rates on the notes vary from 5%-15% over the length of the notes.

NOTE 6:     CONVERTIBLE NOTES

The Company has certain outstanding
convertible notes bearing an annual interest rate of 9.5% and a maturity of three years.
The notes contain a convertible feature allowing the holder to convert their debt and
accrued interest at any time over the life of the instrument based on the 30 day average
closing price prior to conversion. Due to the moving conversion price of our convertible
debt we have bifurcated the conversion feature from the host debt instrument in accordance
with EITF 00-19 Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Companys Own Stock, accounted for these conversion
features as derivative instruments, and valued these conversion features using the Black
Scholes valuation model. Based on the calculations per the valuation model the Company
incurred a charge to Other Expense of $ 240,684 for the quarter. As of March 31, 2007 the
amount of the convertible notes outstanding is $146,750 plus accrued interest of $ 50,133.

NOTE 7:     POTENTIAL RESTATEMENT OF
PRIOR YEARS FINANCIALS

The Company in its 10-KSB for the
year ending December 31, 2006 accounted for the conversion features of the convertible
notes (See NOTE 6: Convertible Notes) that had not been calculated in the prior years. Due
to this calculation, the year 2006 in the 10-KSB reflected the derivate calculation;
however calculations were not completed for each quarter of the years. Thus the financial
statement for the prior period ending March 31, 2006 contain herein have not been restated
to reflect a derivative calculation and potentially may need to be restated in the future,

NOTE 8:     RELATED PARTIES

In October 2004, the Company entered
into an employment contract with Gary Borglund, President and the CEO of the Company.
Under the terms of the agreement Mr. Borglund is paid a base amount of $80,000 per annum
plus certain incentives as approved by the Board of Directors of the Company. The Contract
was terminate as of December 31, 2006. As of March 31, 2007 the Company had an outstanding
balance due Mr. Borglund of $ 140,888.

9

---



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

NOTE 9:     LOANS TO RELATED PARTIES

As of March 31, 2007 the Company
holds a note receivable from Amorocorp with an outstanding balance of $ 1,669,828. The
President of the Company is also the President and a shareholder of the debtor. The
Company and the debtor have been discussing this matter and are studying potential forms
of consolidation or amalgamation which would eliminate the outstand debt. The Company has
requested an independent study of the matter with recommendations being presented for
resolution prior to the end of the next quarter.

NOTE 10:     STOCKHOLDERS EQUITY

During the three month period ending
March 31, 2007, the Company issued 6,737,097 shares of common stock of which 4,811,668
shares were issued for service, 666,667 shares were issued for debt
and 1,258,762 shares were issued for cash. The aggregate amounts added to common stock was
$ 6,737 and paid in capital $ 713,497

NOTE 11:     SECURITIES AND EXCHANGE
COMMISSION REVIEW

On December 12, 2005 the Securities
and Exchange Commission (SEC) initiated a field audit of the Company. The review was
conducted under Section31 (b) of the Investment Company Act of 1940 pursuant to the
company electing to become a Business Development Company. On March 28, 2006 the Company
received a letter from the SEC indicating the need to revise unspecified practices and
procedures and that certain points were still under review. No findings of the field audit
have been made known to the Company by the SEC.

NOTE 12:     ACQUISITION OF INTEREST IN
LEASES

On January 10, 2007 Goshen Energy
Inc., a wholly owned subsidiary of the Company entered into an agreement to acquire a 60%
interest in leases of oil and gas leases from Montreal Energy, Inc. Under terms of the
agreement the Companys subsidiary will pay $500,000 plus $2,000,000 from revenue of
the oil leases in Goshen. The Company is negotiating to increase its ownership in the
leases to 100% through the issuance of 750,000 shares of the Companys common stock
and granting the seller the right to buy an additional 3,000,000 shares of the
Companys common stock for $0.30 per share. The Company closed on the lease agreement
on May 1, 2007.

NOTE 13:     SALE OF SUBSIDIARY

On March 29, 2007 the Company entered
into agreement to sell its operating subsidiary Perfect Turf, Inc. Under terms of the
agreement the buyer of Perfect Turf, Inc assumed $191,255 of the Companys debt
including a combination certain of the Companys notes payable, convertible
debentures and the interest on the assumed debt.

10

---



NOTE 14:     SUBSEQUENT EVENT

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

The Company paid $150,000 as a
non-refundable deposit and upon closing assumed outstanding debts of $690,000 along with
accounts payable of $350,000 and equipment leases totaling $185,000.

Subsequent to the quarter ending
March 31, 2007 the Company has issued 1,524,391 shares of common stock.

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

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

# Overview.

The
Company must maintain a code of ethics that establishes procedures for personal investment
and restricts certain transactions by our personnel. The Companys code of ethics
generally does not permit investment by our employees in securities that may be purchased
or held by us. However, as a result of provisions of the Sarbanes-Oxley Act of 2002, the
Company is prohibited from making new loans to, or materially modifying existing loans
with, its executive officers in the future.

Results
of Operations.

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

11

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|(a) | Revenues.
|--- | ---------

The
Company reported zero revenue for the three months ended March 31, 2006. For the three
months ended March 31, 2007, the Company generated revenues of $72,106. The revenues was
the result of the Companys changing from a BDC to operating company as of January
3, 2007

|(b) | Selling,
General, and Administrative Expenses.
|--- | ----------------------------------------------

The
operating loss for the three months ended March 31, 2006 was $ 74,444. This compares to
an operating loss for the same period in 2007 totaling $1,164,890. The increase in the
loss for the period ending March 31, 2007 over March 31, 2006 was attributable to
increased consulting cost including stock for services of $ 518,967, Amorocorp consulting
contract of $ 300,000, investor relations cost of $ 169,096 and legal fees of $ 33,535.

|(c) | Interest
Expense.
|--- | -----------------

The
Company incurred interest charges (net of interest income) of $24,908 in the three months
ended March 31, 2006, compared with such charges of $116,256 in the three months ended
March 31, 2007. The interest expense increase in the quarter ended March 31, 2007 to
attributable to the increased borrowing during the period ending March 31, 2007.

|(d) | Income
Tax Benefit.
|--- | -------------------

At
March 31, 2007, the Company had available net operating loss carryforwards of
approximately $11.5 million that may provide future tax. The Company has not recognized
any of this tax benefit as an asset due to uncertainty of future income. In addition, a
change in control of the Company would substantially reduce the use of any tax loss
carryforward.

|(e) | Net
Loss.
|--- | ---------

The
Company reported a net loss of $74,444 for the three months ended March 31, 2006,
compared to net loss of $1,469,177 for the three months ended March 31, 2007. The higher
loss is due to increased consulting and investor relations costs during the period ending
March 31, 2007.

Operating Activities.

The
net cash used by operating activities was $ 53,980 for the three months ended March 31,
2006 compared the net cash used of $2, 137,967 for the three months ended March 31, 2007,
an increase of $2,083,987. Loans to Amorocorp, a related company attributed to $
1,531,465 of the operating cash used by the Company.

12

---



Investing Activities.

Net
cash provided in investing activities was $ 100,000 for the year three months ended March
31, 2006 compared to cash used of $ 382,243 during the three months ended March 31, 2005
as a result of investments made by the Company in property for resale.

Liquidity and Capital Resources.

As
of March 31, 2007, the Company had $63,360 in cash. In addition to the loss of $74,444
during the three months ended March 31, 2006, the Company incurred losses of $ 1,469,177
for the three months  ended March 31, 2007. As of March 31, 2007, the Company had an
accumulated deficit of $ 3,236,520. These factors raise substantial doubt as to the
Companys ability to continue as a going concern. The Companys independent
auditors report included in the Form 10-KSB for the year ended December 31, 2006
includes a substantial doubt paragraph regarding the Companys ability to continue
as a going concern. The Company has made financing arrangements to cure this deficiency,
however such arrangements, if not effected, may not meet the needs of the Company.

The
accompanying condensed consolidated financial statements have been prepared assuming that
the Company continues as a going concern that contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business assuming the Company
will continue as a going concern. However, the ability of the Company to continue as a
going concern on a longer-term basis will be dependent upon its ability to generate
sufficient cash flow from operations to meet its obligations on a timely basis, to retain
its current financing, to obtain additional financing, and ultimately attain
profitability.

Inflation.

The
impact of inflation on our costs and the ability to pass on cost increases to its
customers over time is dependent upon market conditions. We are not aware of any
inflationary pressures that have had any significant impact on our 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 engage in any off balance sheet arrangements that are reasonably likely
to have a current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.

Risk Factors affecting the Plan of
Operations.

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

13

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| |  | The
ongoing global economic uncertainty, coupled with war or the threat of war;
| | - | -------------------------------------------------------------------------------

| |  | Risks
associated with possible disruption in our operations due to terrorism;
| | - | -----------------------------------------------------------------------------

| |  | Future
regulatory actions and conditions in our operating areas; and
| | - | --------------------------------------------------------------------

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

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

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

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

| |  | 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 the Companys access to financing
proves to be inadequate to meet the Companys operational needs, the Company may
seek to compensate providers of services by issuance of stock in lieu of cash, which may
also result in dilution to existing shareholders.

14

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|(b) | Independent
Auditors Have Expressed Substantial Doubt Ability to Continue as           a Going
Concern.
|--- | -------------------------------------------------------------------------------------------------------

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

|(c) | Competition
May Affect Operation of Company.
|--- | --------------------------------------------

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

|(d) | Market
Changes May Affect Operation of Company.
|--- | -----------------------------------------------

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

|(e) | Dependence
on Suppliers May Affect Operation of Company.
|--- | --------------------------------------------------------

There
are numerous suppliers with which the Company can use to meet its needs for meeting its
customers needs. The Company does not foresee a shortage of capacity in the near
future but should such a change occur, it could dramatically impact the Companys
business. The Company only has limited control over any supplier as to quality controls
and various other factors.

15

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

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

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

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

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

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

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

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

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

16

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

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

|(i) | Absence
of Cash Dividends May Affect Investment Value of Companys Stock.
|--- | -------------------------------------------------------------------------

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

|(j) | The
Companys Quarterly and Annual Operating Results Fluctuate           Significantly.
|--- | ---------------------------------------------------------------------------------------

The
Companys quarterly and annual operating results could fluctuate significantly due to
a number of factors. These factors include the small number and range of values of the
transactions that are completed each quarter, fluctuations in the values of our
investments, the timing of the recognition of unrealized gains and losses, the degree to
which we encounter competition in our markets, the volatility of the stock market and its
impact on our unrealized gains and losses, as well as other general economic conditions.
As a result of these factors, quarterly and annual results are not necessarily indicative
of our performance in future quarters and years.

|(j) | The
Companys Common Stock Price May Be Volatile.
|--- | -------------------------------------------------

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

| |  | Price
and volume fluctuations in the overall stock market from time to time;
| | - | ----------------------------------------------------------------------------

| |  | Significant
volatility in the market price and trading volume of securities of business development
companies or other financial services companies;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Changes
in regulatory policies with respect to business development companies;
| | - | ------------------------------------------------------------------------------

| |  | Actual
or anticipated changes in our earnings or fluctuations in our operating results;
| | - | ---------------------------------------------------------------------------------------

| |  | General
economic conditions and trends;
| | - | ---------------------------------------

17

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| |  | Loss
of a major funding source; or
| | - | ----------------------------------

| |  | Departures
of key personnel.
| | - | ----------------------------

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

The
SEC has adopted a number of rules to regulate penny stocks. Such rules include
Rule 3a51-1 and Rules 15g-1 through 15g-9 under the Securities Exchange Act of 1934, as
amended. Because the securities of the Company may constitute penny stocks
within the meaning of the rules (as any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share, largely
traded in the Over the Counter Bulletin Board or the Pink Sheets), the rules would apply
to the Company and to its securities.

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

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

18

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

# 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 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) the use of estimates. The methods, estimates and judgments the Company uses
in applying these most critical accounting policies have a significant impact on the
results reported in its financial statements.

|(a) | Use
of Estimates.
|--- | -----------------

The
preparation of these financial statements requires our 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, we
evaluate these estimates, including those related to revenue recognition and concentration
of credit risk. We base our 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.

Forward
Looking Statements.

Information
in this Form 10-QSB 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-QSB, 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 our adequacy of cash, expectations regarding net losses and cash flow, our need
for future financing, our dependence on personnel, and our operating expenses.

19

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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, and the risks set forth under Risk
Factors. 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
its expectations with regard thereto or any change in events, conditions or circumstances
on which any such statement is based.

ITEM 3.    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 Securities Exchange Act of 1934, as amended (Exchange
Act)) that are designed to ensure that information required to be disclosed in our
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 our management, including our
principal executive officer/principal financial officer to allow timely decisions
regarding required disclosure.

As
of the end of the period covered by this report, our management carried out an evaluation,
under the supervision and with the participation of our principal executive
officer/principal financial officer; of our disclosure controls and procedures (as defined
in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon the evaluation, our
principal executive officer/principal financial officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SECs rules and
forms.

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.

20

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Changes in Disclosure Controls and
Procedures.

There
were no changes in the Companys disclosure controls and procedures, or in factors
that have materially affected or are reasonably likely to materially affect those controls
and procedures, since their most recent evaluation.

PART II  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

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

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

On
December 1, 1999, EWS was granted a final default judgment in the amount of $37,214.27,
which included $9,249.56 in attorney fees. The Company was notified of such judgment and
was not in a position to pay it. On June 9, 2001, a writ of execution was issued by the
Third District Court of the State of Utah directing the Salt Lake County Sheriff to
collect $39,521.00 from the Company; this amount included post judgment costs of $1412.44
and other costs of $894.29.

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

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

The
Company made the following sales of unregistered (restricted) securities during the
quarter ended on March 31, 2007:

From
January 22 through February 22, 2007 the Company issued 4,811,668 shares of common stock
with a total value of $ 518,968 to 22 individuals for service (at $0.10-0.14 per share).

On
March 13, 2007 the Company issued 666,667 shares of common stock with a value of $ 80,000
to one individual for debt ($0.12 per share).

21

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From
March 2 through March 21, 2007 the Company issued 1,258,762 shares of common stock with a
value of $ 121,268 to four individuals for cash ($0.07-0.125 per share).

With
respect to the unregistered sales made, the Company relied on Section 4(2) of the
Securities Act of 1933, as amended. No advertising or general solicitation was employed in
offering the securities. The securities were offered to sophisticated investors and
existing shareholders who were provided all of the current public information available on
the Company.

ITEM 3.   DEFAULTS UPON SENIORSECURITIES.

None.

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

None.

ITEM 5.   OTHER INFORMATION.

As
of March 31, 2007 the Company holds a note receivable from Amorocorp with an outstanding
balance due of $ 1,669,828. The President of the Company is also the President and a
shareholder of the debtor. The Company and the debtor have been in discussions concerning
some form of consolidation or amalgamation of the entities which would eliminate the
outstanding note receivable. The Company has requested an independent study of the matter
and requested recommendations be presented to resolve this matter prior to the end of the
next quarter.

ITEM 6.   EXHIBITS

|10.1 | Goshen
Stock Purchase Agreement
|---- | -------------------------------

|10.2 | Granite
Limited Liability Company Interest Purchase Agreement dated May 1, 2007
|---- | -------------------------------------------------------------------------------

|31 | Rule
13a-14(a)/15d-14(a) Certification of Ephren Taylor.
|-- | --------------------------------------------------------

|32 | Section
1350 Certification of Ephren Taylor.
|-- | --------------------------------------------

22

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# 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.

|                    |                                                                                          
|------------------- | -----------------------------------------------------------------------------------------
|Dated: May 21, 2007 | City Capital Corporation
By: /s/ Ephren Taylor
Ephren Taylor,
Principal Executive Officer

23

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