UNITED STATES
                       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 MARCH 31, 2008.

                                       OR

     /_/  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934

                  FOR THE TRANSITION FROM _______ TO ________.

                         COMMISSION FILE NUMBER 33-5902

                            CITY CAPITAL CORPORATION
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


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


         2000 Mallory Lane, Suite 130-301
               Franklin, Tennessee                                 37067
        ----------------------------------------                 ----------
        (Address of principal executive offices)                 (Zip code)


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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of May 16, 2008, there were
5,358,925 outstanding shares of the Registrant's Common Stock, $.001 par value.

<PAGE>



                                TABLE OF CONTENTS


                                                                           Page
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements                                                3
Item 2.  Management's Discussion and Analysis                               12
Item 3.  Quantitative and Qualitative Market Risk                           15
Item 4.  Controls and Procedures                                            15

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                  16
Item 1A. Risk Factors                                                       16
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds        16
Item 3.  Defaults Upon Senior Securities                                    16
Item 4.  Submission of Matters to a Vote of Security Holders                16
Item 5.  Other Information                                                  16
Item 6.  Exhibits                                                           17

SIGNATURES                                                                  18


<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                    CITY CAPITAL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                                 March 31,      December 31,
                                                                                   2008             2007
                                                                                (Unaudited)      (Audited)
                                                                                ------------    ------------
ASSETS
CURRENT ASSETS
<S>                                                                             <C>             <C>
         Cash                                                                   $     13,770    $     45,499
         Restricted cash - security deposits                                          13,796          13,728
         Accounts receivable                                                          12,786           8,743
         Note receivable - related party                                           2,136,324       2,131,780
         Other asset                                                                   1,000           3,719
                                                                                ------------    ------------

               Total current assets                                                2,177,676       2,203,469

         Fixed asset, net of accumulated depreciation of  $3,000 and $1,375
           at March 31,2008 and December 31, 2007, respectively                      162,000         163,625
         Intangible assets, net of accumulated amortization of $51,650 and
           $32,113 at March 31, 2008 and December 31, 2007, respectively              24,965          44,502
         Goodwill                                                                    148,146         148,146
                                                                                ------------    ------------

                                   Total Assets                                 $  2,512,787    $  2,559,742
                                                                                ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
         Accounts payable and accrued expenses                                  $    337,060    $    311,371
         Security deposits                                                             8,713          10,695
         Accrued consulting - related party                                          195,694         195,694
         Unsecured liability including accrued interest of $16,667 and $0
           at March 31,2008 and December 31, 2007, respectively                      581,249         604,582
         Notes payable including accrued interest of $666,207 and $590,374
           at March 31,2008 and December 31, 2007, respectively                    2,374,157       1,980,008
         Convertible debentures including interest of $6,413 and $5,700
           at March 31,2008 and December 31, 2007, respectively                       36,413          35,700
         Debt derivative                                                             135,956         150,269
                                                                                ------------    ------------

               Total current liabilities                                           3,669,242       3,288,319

LONG TERM LIABILITIES
         Notes payable, noncurrent including interest of $6,137 as of
           March 31, 2008                                                             76,137              --
         Convertible debentures, noncurrent including interest of $42,942 and
           $41,160 at March 31,2008 and December 31, 2007, respectively              117,942         116,160
                                                                                ------------    ------------

               Total liabilities                                                   3,863,321       3,404,479
                                                                                ------------    ------------

STOCKHOLDERS' DEFICIT
         Common stock: $0.001 par value; authorized 235,000,000 shares;
           issued and outstanding 2,754,925 and 2,524,252 at March 31,2008
           and December 31, 2007, respectively                                         2,752           2,524
         Additional paid-in capital                                                8,908,124       8,690,453
         Accumulated deficit                                                     (10,273,433)     (9,549,737)
         Stock payable                                                                12,023          12,023
                                                                                ------------    ------------

               Total stockholders' deficit                                        (1,350,534)       (844,737)
                                                                                ------------    ------------

               Total liabilities and stockholders' deficit                      $  2,512,787    $  2,559,742
                                                                                ============    ============
</TABLE>


  See accompanying Notes to these Condensed Consolidated Financial Statements.

                                       3
 <PAGE>
<TABLE>
<CAPTION>


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


                                                          For the Three Months Ended
                                                                   March 31,
                                                              2008           2007
                                                          -----------    -----------
<S>                                                       <C>            <C>
Commission Revenues                                       $     7,000    $        --
Rental revenue                                                 35,395             --
                                                          -----------    -----------
                                                               42,395             --

Cost of revenues:
   Cost of rental revenue                                      12,137             --
                                                          -----------    -----------

Gross profit                                                   30,258             --

Operating, general and administrative expenses:
   Marketing and investor relation expense                    115,228        176,210
   Other operating, general and administrative expenses       499,691        885,531
                                                          -----------    -----------
                                                              614,919      1,061,741

Operating loss                                               (584,661)    (1,061,741)

Non-operating expense (income)
   Interest expenses (net of interest income)                 153,347        115,689
   Loss on investment in subsidiary                                --         64,170
   Other expense                                              (14,313)            --
   Change in fair value of debt derivative                         --        240,684
                                                          -----------    -----------
                                                              139,034        420,542

Loss before discontinued operations                          (723,695)    (1,482,283)

Gain from discontinued operations                                  --         13,106
                                                          -----------    -----------

Net loss                                                  $  (723,695)   $(1,469,177)
                                                          ===========    ===========

Basic and diluted loss per common share - before
 discontinued operations                                  $     (0.28)   $     (1.85)
                                                          ===========    ===========
Basic and diluted loss per common share - discontinued
 operations                                               $        --           0.02
                                                          ===========    ===========

Basic and diluted loss per common share - net loss        $     (0.28)   $     (1.83)
                                                          ===========    ===========

Weighted average number of common shares used to
    compute net loss per weighted average share             2,628,903        800,610
                                                          ===========    ===========
</TABLE>




  See accompanying Notes to these Condensed Consolidated Financial Statements.

                                       4

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


                                                   For the Three Months Ended
                                                            March 31,
                                                      2008            2007
                                                   -----------    -----------
Cash Flows from Operating Activities
    Net (loss)                                     $  (723,695)   $(1,469,177)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
    Depreciation and amortization expense               21,162             --
    Stock issued for expenses                          167,899        518,967
    Stock issued for interest expense                   50,000             --
    Loss on disposition of investment subsidiary            --         64,170
    Fair value of debt derivative                      (14,313)      (240,684)
Change in operating assets and liabilities:
    Restricted cash - security deposits                    (69)            --
    Accounts receivable                                 (4,043)            --
    Notes receivable-related party                      (4,544)    (1,531,465)
    Other assets                                         2,719             --
    Accounts payable and accrued expense                25,689        (33,847)
    Security deposits                                   (1,982)            --
    Accrued expense-related party                           --         43,270
    Accrued Interest                                    31,132         72,701
                                                   -----------    -----------

Net cash (used in) operating activities               (450,045)    (2,137,967)

Cash Flows from Investing Activities:
    Property purchases                                      --       (303,835)
    Investment                                              --        (78,408)
                                                   -----------    -----------

Net cash (used in) investment activities                    --       (382,243)

Cash Flows from Financing Activities:
    Stock for cash                                          --        121,268
    Stock issued for debt                                   --         80,000
    Convertible debentures                                  --        (14,000)
    Proceeds from notes payable                        465,000      2,384,276
    Payments for notes payable                         (46,684)            --
                                                   -----------    -----------

Net cash provided by financing activities              418,316      2,571,544

(Decrease) increase in cash                            (31,729)        51,334
Cash at beginning of period                             45,499         12,026
                                                   -----------    -----------
Cash at end of period                              $    13,770    $    63,360
                                                   ===========    ===========

  See accompanying Notes to these Condensed Consolidated Financial Statements.

                                       5


<PAGE>

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


                                                         For the Three Months
                                                            Ended March 31,
                                                           2008         2007
                                                          -------    -------
SUPPLEMENT DISCLOSURE OF CASH
       FLOW INFORMATION
           Interest paid                                  $72,000    $    --
           Income taxes paid                              $    --    $    --


NON-CASH TRANSACTIONS
       Conversion of notes payable, debentures and
           accrued interest to common stock               $    --    $60,000
       Unsecured liability converted to a note payable    $40,000    $    --
                                                          =======    =======





  See accompanying Notes to these Condensed Consolidated Financial Statements.

                                       6

<PAGE>
                            CITY CAPITAL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)


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

Basis of Presentation and Organization
--------------------------------------

The accompanying Condensed Consolidated Financial Statements of City Capital
Corporation (the "Company") should be read in conjunction with the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2007. Significant
accounting policies disclosed therein have not changed except as noted below in
Note 3.

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

Effective December 1, 2004 the Company commenced operating as a Business
Development Company ("BDC") under Section 54(a) of the Investment Company Act of
1940 ("1940 Act"). On November 11, 2006 the Company presented for shareholder
approval a resolution to withdraw the Company's election to continue to operate
as a Business Development Company. On December 11, 2006 and subsequent to the
approval of its shareholders the Company filed form 14-C with the Securities and
Exchange Commission to withdraw its status as a BDC. Subsequent to this filing
the withdrawal became effective on January 3, 2007. We have presented our
financial statement in accordance with the small business rules for both the
March 31, 2008 and March 31, 2007 periods.

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.

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 our balance sheet. Additionally, we reclassified
revenue and cost of revenue related to City Capital Rehabilitation which was
discontinued in 2007.

Fair Value Accounting
---------------------

In September 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Statement No. 157, "Fair Value Measurements" ("FAS 157"). FAS 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 FAS 157 were adopted January 1, 2008. In February 2008, the
FASB staff issued Staff Position No. 157-2 "Effective Date of FASB Statement No.
157" ("FSP FAS 157-2"). FSP FAS 157-2 delayed the effective date of FAS 157 for
nonfinancial assets and nonfinancial 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 FSP FAS 157-2 are effective for the
Company's fiscal year beginning January 1, 2009.

FAS 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 FAS 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 FASB Statement No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities" ("FAS 159"). FAS 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 FAS 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 FAS 159 had no impact on the
Company's consolidated financial position, results of operations or cash flows.

                                       7
<PAGE>
                            CITY CAPITAL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 2.  Going Concern

The Company has not generated any significant revenue during the three month
periods ended March 31, 2008 and 2007 and has funded its operation primarily
through the issuance of debt and equity. Accordingly, the Company's ability to
accomplish its business strategy and to ultimately achieve profitable operations
is dependent upon its ability to obtain additional debt or equity financing. As
shown in the accompanying interim condensed consolidated financial statements,
the Company has incurred a net loss of $723,695 for the three months ended March
31, 2008 and has reported an accumulated deficit of $10,273,433. This raises
substantial doubt as to our ability to continue as a going concern. We are
dependant on more fully implementing our business plan as described in our 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 FAS 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 FAS 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 March 31, 2008
                                ------------------------------------------------
                                  Total        Level 1       Level 2     Level 3
                                --------      ---------      -------     -------
Assets:
None                            $     --      $      --      $    --     $    --
                                --------      ---------      -------     -------
                                $     --      $      --      $    --     $    --
                                ========      =========      =======     =======

Liabilities:
  Debt derivative               $135,956      $ 135,956      $    --     $    --
                                --------      ---------      -------     -------
                                $135,956      $ 135,956      $    --     $    --
                                ========      =========      =======     =======


Note 4.  Note receivables

As of March 31, 2008 the Company holds a note receivable from Amorocorp with an
outstanding balance of $2,136,324. The President of the Company is also the
President and a shareholder of the debtor. The debtor is attempting to pay this
amount down each quarter.

This Note Receivable to AmoroCorp changed in 2008 from 2007 by $4,544.

Note 5.  Unsecured Liability

In January 1, 2008, $40,000 of our unsecured liability was changed to notes
payable with the execution of promissory notes. See Note 6.

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

                                       8
<PAGE>
                            CITY CAPITAL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 6.  Notes Payable and Line of Credit

     Our notes payable as of consists of the following:
<TABLE>
<CAPTION>
                                                                         March 31, 2008   December 31, 2007
<S>                                                                              <C>               <C>
24%   note payable to Newport Financial principal and interest due
      January 2, 2001. (1)                                               $      809,683    $      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. (3)                                                             30,607            30,607

12%   note payable to an individual principal and interest due
      on demand. (3)                                                             34,592            34,592

12%   note payable to an individual principal and interest due
      on demand. (3)                                                             24,750            24,750

28%   note payable to Trust Me I, LLC, principle due March 9,
      2008. Interest of $35,000 payable semi-annually effective
      July 17, 2007. All interest payments are current.                         508,303           532,133

12%   note payable to an individual, principle due May 30, 2008.
      Interest of $900 payable quarterly beginning August 30,
      2007.                                                                      33,236            32,338

16%   note payable to Lucian Group, principle due September 13,
      2009. Interest of $2,800 payable quarterly beginning
      September 14, 2007.                                                        76,137            73,345

10%   note payable to an individual principal and interest due on
      December 3, 2008 in one lump sum.                                          41,330            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 the Key Bank for St. Clair Superior
      Apartments, Inc.                                                               --            46,684

10%   note payable to an individual principal and interest due on
      October 16, 2008 in one lump sum.                                          20,632                --

10%   note payable to an individual principal and interest due on
      December 14, 2008 in one lump sum.                                         20,522                --

40%   note payable to an individual principal and interest due on
      April 7, 2008 in one lump sum. This note was amended on
      April 7, 2008                                                              76,444                --

24%   note payable to an individual principal and interest due on
      June 10, 2008 in one lump sum.                                             78,995                --

                                       9
<PAGE>
                            CITY CAPITAL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)


24%   note payable to an individual principal and interest due on
      June 17, 2008 in one lump sum.                                             20,973                --

12%   note payable to an individual principal and interest due on
      February 13, 2009 in one lump sum.                                        101,545                --

10%   note payable to an individual principal and interest due on
      February 22, 2009 in one lump sum.                                         20,208                --

10%   note payable to an individual principal and interest due on
      February 25, 2009 in one lump sum.                                         65,623                --

10%   note payable to an individual principal and interest due on March
      18, 2009 in one lump sum.                                                 100,356                --

10%   note payable to an individual principal and interest due on March
      27, 2009 in one lump sum.                                                  15,016                --

10%   note payable to an individual principal and interest due on
      January 1, 2009 in one lump sum.                                           20,000                --

10%   note payable to an individual principal and interest due on
      January 1, 2009 in one lump sum.                                           20,000                --
                                                                         --------------       -----------

           Total Notes Payable and Accrued Interest                           2,491,295         1,980,008
                                                                         --------------       -----------

           Less:  Current Notes Payable and Accrued Interest                 (2,374,157)       (1,980,008)
                                                                         --------------       -----------

           Notes Payable, Non Current and Accrued Interest               $       76,137       $        --
                                                                         ==============       ===========
</TABLE>

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

Subsequent to March 31, 2008 we successfully entered into a modified agreement
with the debt holder to debt noted above with a (3). The modification has an
effective date of April 10, 2008, terms of one year at 8% interest with an
initial and there after monthly payments of $2,000 through November 2008, then
$10,000 through March 2009, and a balloon payment in April 2009.

                                       10
<PAGE>
                            CITY CAPITAL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 7.  Convertible Notes

The Company has certain outstanding convertible notes bearing an annual interest
rate of 9.5% and a maturity of three years. The notes contain a convertible
feature allowing the holder to convert their debt and accrued interest at any
time over the life of the instrument based on the 30-day average closing price
prior to conversion. Due to the moving conversion price of our convertible debt
we have bifurcated the conversion feature from the host debt instrument in
accordance with EITF 00-19 "Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Company's Own Stock", accounted for
these conversion features as derivative instruments, and valued these conversion
features using the Black Scholes valuation model. Based on the calculations per
the valuation model the Company incurred a charge to Other Income of $14,313 for
the three months ended March 31, 2008.

As of March 31, 2008 the amount of the convertible notes outstanding totals
$105,000 plus accrued interest of $49,355, of which $36,413 was total short term
convertible debt.

Note 8.  Stockholder's Equity

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

For the three months ended March 31, 2008 we issued common stock as follows:

     o   176,666 shares for services valued at $167,899
     o   50,000 shares for interest expense valued at $50,000

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

Note 9.  Subsequent Events

Subsequent to March 31, 2008, the Company issued the following common stock was
issued:

     o   2,500,000 shares for officer compensation valued at $500,000 or $0.20
          per share in accordance with an employment agreement
     o   100,000 shares for services valued at $80,000 or $0.80 per share
     o   4,007 for stock payable of $12,023 valued at $3.00


                                       11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

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

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

OVERVIEW

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

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

RECENT DEVELOPMENTS

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
leadflow. 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 began purchasing new real estate assets in the Kansas City real
estate market in the second 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 has opened new office space in Kansas City to process
credit-investor loans. While this operation has been taking place in Kansas
City, the growth in the program has necessitated additional staffing, requiring
a centralized office for greater efficiencies.

The Company executive has embarked on campaign to raise $3,000,000 in debt and
equity financing for the company by the third quarter of 2008 to continue and
expand operations. In addition, a new website, currently accessed through the
www.CityCapCorp.com website, has been created to process interested leads in
this opportunity.

Goshen Energy has placed an order for its first test bio fuel reactor for an
undisclosed North Carolina site. Delivery is expected in the third quarter of
2008 with first active tests by early in quarter four 2008 and full production
in the fourth quarter as well.

CRITICAL ACCOUNTING POLICIES

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

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

Stock Based Compensation
------------------------

Shares of the Company's common stock were issued for services. These issuances
are valued at the fair market value of the services provided and the number of
shares issued is determined based upon what the price of the common stock is on
the date of each respective transaction. For those transactions without a fair
market value in the service contract, we value the shares issued for services at
the fair market value of our common stock on the date the total number of shares
is known.

                                       12
<PAGE>

Results of Operations for the three months ended March 31, 2008 compared to the
three months ended March 31, 2007


Results of operations consist of the following:

                           March 31,      March 31,
                             2008          2007       $ Change     % Change
                         -----------    -----------  -----------  -----------
Revenues                 $    42,395    $    72,106  $   (29,711)         (41)%
Cost of Revenues              12,137        (46,863)      59,000          (79)%

                         -----------    -----------  -----------  -----------
Gross Profit                  30,258         13,106       17,152          131%
Operating, General and
 Administrative Costs        614,919      1,061,741     (446,822)         (42)%
                         -----------    -----------  -----------  -----------
Net Operating Loss       $  (584,661)   $(1,048,635) $   463,974          (44)%

(a)  Revenues and Cost of Revenue

The Company reported $42,395 revenue for the three months ended March 31, 2008.
For the three months ended March 31, 2007, the Company generated revenues of
$72,106. Cost of revenue was $12,137 for the three months ended March 31, 2008
compared to $59,000 for the three months ended March 2007. Revenues and cost of
revenue for the three month period ended March 31, 2007 was the result of the
Company's changing from a BDC to operating company as of January 3, 2007. Due to
additional change and discontinuance of operations in our company in late 2007,
the results of the three months ending March 31, 2007 are not indicative of our
current position. For the three months ended March 31, 2008 the Company's
revenue consisted of $7,000 in commission revenue in addition to generating
$35,395 in rental revenue from the St. Clair Superior Apartment.

In the second quarter of 2008, we changed property management companies to
manage the day to day activities of the St. Clair Superior Apartment complex. We
believe that this change will enable better tenant relations and cash flow from
this entity.

The credit-investor program holds the greatest potential for ongoing revenues
without adding debt to the company. As of May 19, 2008, we have closed 3
properties, generating approximately $20,000 in net revenues for the Company.

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 our Community Renaissance Initiatives by creating
special financing programs tailored to our 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, company executives anticipate
a rapid expansion of potential credit-investor revenues.

(b)  Operating, General, and Administrative Expenses.

The operating expenses for the three months ended March 31, 2008 were $614,919.
This compares to operating expenses for the same period in 2007 totaling
$1,061,741. The majority of the decrease for the period ending March 31, 2008
over March 31, 2007 was attributable to decreases in consulting ($633,269),
investor relations ($65,782) and legal fees ($10,556) offset by increases in
outside services ($48,398) due to lack of in-house staff, officer compensation
($129,500) and charitable donations ($14,000). Additionally, for the three
months ended March 31, 2008 we consolidated the expenses related to St. Clair
Superior Apartment which was not in the three months ended March 31, 2007.
During these three months we conserved funds where possible.

(c)  Non-operating expense (income).

The Company incurred interest charges (net of interest income) of $153,347 in
the three months ended March 31, 2008, compared with $116,256 in the three
months ended March 31, 2007. The fluctuation in interest expense in the quarter
ended March 31, 2008 is due additional promissory notes entered into in the
first quarter 2008.

Change in fair value of our debt derivative as of March 31, 2008 of income of
$14,312 compared to an expense of $240,684 in the period ended March 31, 2007 is
a result of our stock price volatility in the past year.

Liquidity and Capital Resources.
<TABLE>
<CAPTION>
                                    March 31,     March 31,
                                      2008         2007       $ Change     % Change
                                  -----------   -----------   -----------  -----------
<S>                               <C>           <C>           <C>                <C>
Cash                              $    13,770   $    45,499   $   (31,729)       (70%)
Notes Receivable, related party   $ 2,136,324   $ 2,131,780   $     4,544          0%
Accounts Payable and Accrued
Expenses                          $   337,060   $   311,371   $    25,689          8%
Notes Payable, Convertible        $ 2,664,468   $ 2,282,137   $   382,331         17%
Debentures and Debt Derivative
</TABLE>


                                       13
<PAGE>
We have financed our operations during the period primarily through use of cash
on hand, entering into additional short term debt and issuance of common stock.
As of March 31, 2008, we had total current liabilities of $3,669,241 compared to
$3,288,319 as of December 31, 2007. The increase in current liabilities is
primarily due to a significant increase in Notes Payable.

Cash decreased as of March 31, 2008 due to paying down vendors where we could.
Our debt load will put considerable strain on our cash resources for the
remainder of 2008.

We had $13,770 cash on hand as of March 31, 2008 compared to $45,499 as of
December 31, 2007. Due to our cash and debt balances subsequent to March 31,
2008 we have taken measures to reduce and contain costs were practicable,
decrease our debt through renegotiations with debt holders and look for other
ways to improve our cash flows. We will continue to need additional cash during
the following twelve months and these needs will coincide with the cash demands
resulting from our general operations and planned expansion. There is no
assurance that we will be able to obtain additional capital as required, or
obtain the capital on acceptable terms and conditions.

Off Balance Sheet Arrangements.

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





                                       14
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

N/A

ITEM 4. CONTROLS AND PROCEDURES.

As of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our chief executive officer
and chief 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
this evaluation, our chief executive officer and chief financial officer
concluded that in the second quarter of 2007 as part of our transition from a
business development company to an operating company we have a significant
deficiency in relation to our Notes Receivable - AmoroCorp at the business
transaction level. Specifically, many transactions that should have come
directly to or through the Company went through AmoroCorp due to clerical errors
on wire transfer directions for our Notes Payable transactions or Sales of
Rehabilitated Homes, in addition to the Company paying expenses on behalf of
AmoroCorp or AmoroCorp paying expenses on behalf of the Company. As of year end
2007 we had received repayment toward this note of approximately $100,000 and
experience minimal movement in the three months ended March 31, 2008 as we
continue to tighten our internal controls. As of period end we have conducted a
thorough review of all transactions that were affected and we believe we have
properly reflected all revenues and expenses in the property period and in the
proper company. We have further disclosed the movement of the Notes Receivable -
AmoroCorp for 2008 in the financial statements in this filing.

Except as previously disclosed above, 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 Commission's
rules and forms. Except as previously disclosed above, there was no change in
our internal controls or in other factors that could affect these controls
during our last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

                                       15
<PAGE>
                                     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.

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

On December 1, 1999, EWS was granted a final default judgment in the amount of
$37,214, which included $9,249 in attorney fees. The Company was notified of
such judgment and was not in a position to pay it. On June 9, 2001, a writ of
execution was issued by the Third District Court of the State of Utah directing
the Salt Lake County Sheriff to collect $39,521 from the Company; this amount
included post judgment costs of $1,412 and other costs of $894.

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

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

ITEM 1A. RISK FACTORS

N/A

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, 2008:

     o   176,666 shares for services by third parties valued at $167,899
     o   50,000 shares for interest expense valued at $50,000 to an accredited
         investor

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 SENIOR SECURITIES

                                               March 31,          December 31,
                                                 2008                 2007
                                               ---------          ------------
24%   note payable to Newport Financial
      principal and interest due
      January 2, 2001.                         $ 809,683          $    792,883

ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5 - OTHER INFORMATION

None.


                                       16
<PAGE>



ITEM 6 - EXHIBITS.

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


10.8    Employment Agreement with Ephren Taylor, Jr.
31.1    Certification by Chief Executive Officer pursuant to Sarbanes Oxley
        Section 302.
32.1    Certification by Chief Executive Officer pursuant to 18 U.S. C.
        Section 1350





                                       17
<PAGE>



                                   SIGNATURES

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

                            CITY CAPITAL CORPORATION






DATED: May 19, 2008                      BY: /s/ EPHREN W. TAYLOR II
                                             ---------------------------------
                                             EPHREN W. TAYLOR II, CHAIRMAN
                                             CHIEF EXECUTIVE OFFICER
                                            (PRINCIPAL EXECUTIVE OFFICER)





                                       18

<PAGE>