**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





**x**
            **QUARTERLY
                REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      quarterly period ended  **September
      30, 2007**





**o**
            **TRANSITION
                REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      transition period from    to





**Commission
      file number**




**ROCK
                CITY ENERGY CORP.**(Exact
                name of small business issuer as specified in its
                charter)




**Nevada**
            
            **20-5503984**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                No.)




**3388
                - Via Lido, 4th Floor, Newport Beach, California,
                92663**(Address
                of principal executive offices)




**1-866-472-7987**(Issuer’s
                telephone number)




(Former
                name, former address and former fiscal year, if changed since last
                report)




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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.


**oYes
  xNo**





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


**oYes  
xNo**





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      equity, as of the latest practicable date.





**Class**
            
            **Outstanding
                at November 13, 2007**Shares
                of common stock -
              $0.001
                par value
            
            8,000,000





Transitional
      Small Business Disclosure Format: **oYes  
xNo**









**PART
      I - FINANCIAL INFORMATION**





**Item
      1.**  **Financial
      Statements.**




**ROCK
        CITY ENERGY CORP.**


**(An
        Exploration Stage Company)**
 **CONDENSED
        CONSOLIDATED BALANCE SHEETS**
   **September
                  30,**
              
              **December
                  31,****2007**
              
              **2006****(Unaudited)**AssetsCurrent
                  assetsCash
              
              $
              694,516
              
              $
              100,291Total
                  current assets
              
              
              694,516
              
              
              100,291Unproved
                  oil and gas properties
              
              
              100
              
              
              100Total
                  assets
              
              $
              694,616
              
              $
              100,391Liabilities
                  and Stockholders' EquityCurrent
                  liabilitiesAccounts
                  payable
              
              $
              1,479
              
              $
              4,075Accrued
                  liabilities
              
              
              -
              
              
              8,500Due
                  to related party
              
              
              165,516
              
              
              13,911Total
                  current liabilities
              
              
              166,995
              
              
              26,486Commitments
                  and contingenciesMinority
                  interest
              
              
              38,995
              
              
              39,954Stockholders'
                  equityPreferred
                    stock, 25,000,000 shares authorized; $0.001 par value, 0 shares
                    issued and outstanding
              
              
              -
              
              
              -Common
                    stock, 200,000,000 shares authorized; $0.001 par value, 8,000,000 and
                    4,000,000 shares issued and outstanding at September 30, 2007
                    and December
                    31, 2006
              
              
              8,000
              
              
              4,000Additional
                  paid-in capital
              
              
              633,430
              
              
              37,430Accumulated
                  deficit
              
              
              (152,804
              )
              
              (7,479
              )Total
                  stockholders' equity
              
              
              488,626
              
              
              33,951Total
                  liabilities and stockholders' equity
              
              $
              694,616
              
              $
              100,391




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




2




**ROCK
        CITY ENERGY CORP.**


**(An
      Exploration Stage Company)**


**CONDENSED
        CONSOLIDATED STATEMENTS OF OPERATIONS**


**(UNAUDITED)**


**Three
                  Months**
              
              **Nine
                  Months**
              
              **August
                  10, 2006**
              
              **August
                  10, 2006****Ended**
              
              **Ended**
              
              **(Inception)
                  to**
              
              **(Inception)
                  to****September
                  30, 2007**
              
              **September
                  30, 2007**
              
              **September
                  30, 2006**
              
              **September
                  30, 2007**ExpensesGeneral
                  & Administrative
              
              $
              -
              
              $
              84
              
              $
              -
              
              $
              84Professional
                  fees
              
              
              142,940
              
              
              145,672
              
              
              1,487
              
              
              153,195Regulatory
                  costs
              
              
              -
              
              
              528
              
              
              -
              
              
              653Total
                  expenses
              
              
              142,940
              
              
              146,284
              
              
              1,487
              
              
              153,932Other
                  incomeInterest
                  income
              
              
              -
              
              
              -
              
              
              1,216
              
              
              2,268Net
                  loss before franchise tax and minority interest
              
              
              (142,940
              )
              
              (146,284
              )
              
              (271
              )
              
              (151,664
              )Franchise
                  tax
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,021
              )Net
                  loss before minority interest
              
              
              (142,940
              )
              
              (146,284
              )
              
              (271
              )
              
              (152,685
              )Minority
                  interest
              
              
              116
              
              
              959
              
              
              71
              
              
              (119
              )Net
                  loss for the period
              
              $
              (142,824
              )
              $
              (145,325
              )
              $
              (200
              )
              $
              (152,804
              )Basic
                  and diluted loss per share
              
              $
              (0.00
              )
              $
              (0.00
              )
              $
              (0.00
              )Basic
                  and diluted weighted average shares outstanding
              
              
              4,508,287
              
              
              5,010,989
              
              
              4,000,000


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




3




**ROCK
        CITY ENERGY CORP.**


**(An
        Exploration Stage Company)**


**CONDENSED
        CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY**


**FOR
      THE NINE MONTHS ENDED SEPTEMBER 30, 2007**


**AND
      FOR THE PERIOD FROM INCEPTION (AUGUST 10, 2006) THROUGH SEPTEMBER 30,
      2006**


**(UNAUDITED)**






**Common
                Stock Issued**
            
            **Additional****Number
                of**
            
            
            
            **Paid-In**
            
            **Accumulated****Shares**
            
            **Amount**
            
            **Capital**
            
            **Deficit**
            
            **Total**Balance
                at inception (August 10, 2006)
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Issuance
                of common stock
            
            
            4,000,000
            
            
            4,000
            
            
            37,430
            
            
            -
            
            
            41,430Net
                loss for the period ended September 30, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            (200
            )
            
            (200
            )Balance,
                September 30, 2006
            
            
            4,000,000
            
            
            4,000
            
            
            37,430
            
            
            (200
            )
            
            41,230Net
                loss for the three months ended December 31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            (7,279
            )
            
            (7,279
            )Balance
                December 31, 2006
            
            
            4,000,000
            
            
            4,000
            
            
            37,430
            
            
            (7,479
            )
            
            33,951Issuance
                of common stock
            
            
            4,000,000
            
            
            4,000
            
            
            596,000
            
            
            -
            
            
            600,000Net
                loss for the nine months ended September 30, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            (145,325
            )
            
            (145,325
            )Balance,
                September 30, 2007
            
            
            8,000,000
            
            $
            8,000
            
            $
            633,430
            
            $
            (152,804
            )
            $
            488,626




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




4




**ROCK
        CITY ENERGY CORP.**


**(An
      Exploration Stage Company)**


**CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**






**Nine
                  Months**
              
              **August
                  10, 2006**
              
              **August
                  10, 2006****Ended**
              
              **(Inception)
                  to**
              
              **(Inception)
                  to****September
                  30, 2007**
              
              **September
                  30, 2006**
              
              **September
                  30, 2007**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (145,325
              )
              $
              (200
              )
              $
              (152,804
              )Adjustments
                  to reconcile net loss to net cash (used in)provided
                  by operating activities:Cash
                  acquired on acquisition of subsidiary
              
              
              -
              
              
              294
              
              
              294Minority
                  interest
              
              
              (959
              )
              
              (71
              )
              
              119Changes
                  in operating assets and liabilities:Accounts
                  payable
              
              
              (2,596
              )
              
              453
              
              
              (69,943
              )Accrued
                  liabilities
              
              
              (8,500
              )
              
              310
              
              
              -Due
                  to related party
              
              
              151,605
              
              
              (494
              )
              
              156,302Net
                  cash (used in) provided by operating activities
              
              
              (5,775
              )
              
              292
              
              
              (66,032
              )Cash
                  flows from investment activities:Repayment
                  of note payable from related party
              
              
              -
              
              
              -
              
              
              160,548Net
                  cash provided by investment activities
              
              
              -
              
              
              -
              
              
              160,548Cash
                  flows from financing activities:Common
                  stock issued
              
              
              600,000
              
              
              -
              
              
              600,000Net
                  cash provided by financing activities
              
              
              600,000
              
              
              -
              
              
              600,000Net
                  increase in cash
              
              
              594,225
              
              
              292
              
              
              694,516Cash,
                  beginning of period
              
              
              100,291
              
              
              -
              
              
              -Cash,
                  end of period
              
              $
              694,516
              
              $
              292
              
              $
              694,516Supplemental
                  cash flow information:Cash
                  paid during the period for:Franchise
                  taxes
              
              $
              -
              
              $
              -
              
              $
              1,021Interest
              
              $
              -
              
              $
              -
              
              $
              -Non-cash
                  items:Common
                  shares issued on acquisition of subsidiary
              
              $
              -
              
              $
              41,430
              
              $
              41,430Net
                  assets acquired on acquisition of subsidiaries (net of
                  cash)
              
              $
              -
              
              $
              (80,012
              )
              $
              (80,012
              )Minority
                  interest
              
              $
              -
              
              $
              38,876
              
              $
              38,876


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




5




**ROCK
        CITY ENERGY CORP.**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2007**
 **(UNAUDITED)**




**1.**  **ORGANIZATION
        AND BASIS OF PRESENTATION**
 
 **Organization**
 
 Rock
        City
        Energy Corp. was incorporated in the State of Nevada on August 10, 2006 as
        Vallenar Holdings, Inc. and changed its name to Rock City Energy Corp. on
        January 26, 2007. On August 24, 2006, Rock City acquired a 51.53% interest
        in
        Vallenar Energy Corp., a company incorporated in the State of Nevada on January
        27, 1999. Vallenar owns all of Nathan Oil Operating Co. LLC, a limited liability
        company organized in the State of Texas on October 31, 2001. Vallenar has
        a 99%
        interest in Nathan Oil Partners LP, a limited partnership formed in the State
        of
        Texas on October 31, 2001. Nathan Oil Operating Co. LLC has a 1% interest
        in
        Nathan Oil Partners LP.
  Rock
        City
        is involved in the oil and gas exploration business. Through Vallenar’s
        subsidiary, Nathan Oil Partners LP, Rock City has an interest in several
        oil and
        gas leases in the state of Texas. In these notes, the terms “Company”, “we”,
“us” or “our” mean Rock City Energy Corp. and its subsidiary whose operations
        are included in these condensed consolidated financial statements.
 
 **Basis
        of Presentation**
 
 The
        unaudited condensed consolidated financial statements included herein have
        been
        prepared in accordance with accounting principles generally accepted in the
        United States for interim financial information and with the instructions
        to
        Form 10-QSB and Item 310(b) of Regulation S-B. They
        do
        not include all information and notes required by generally accepted accounting
        principles for complete financial statements. However, except as disclosed
        herein, there have been no material changes in the information disclosed
        in the
        notes to the audited consolidated financial statements included in the
        registration statement on Form SB-2/A of Rock City Energy Corp. dated August
        30,
        2007, for the period from August 10, 2006 (inception) to December 31, 2006. In
        the
        opinion of management, all adjustments (including normal recurring accruals)
        considered necessary for a fair presentation have been included. Operating
        results for the three and nine months ended September 30, 2007, are not
        necessarily indicative of the results that may be expected for any other
        interim
        period or the entire year. For further information, these unaudited condensed
        consolidated financial statements and the related notes should be read in
        conjunction with the Company’s audited consolidated financial statements for the period
        from August 10, 2006 (inception) to December 31, 2006, included
        in the Company’s registration statement on Form SB-2/A dated August 30,
        2007.
 
 **Exploration
        Stage**
 
 These
        condensed consolidated financial statements and related notes are presented
        in
        accordance with accounting principles generally accepted in the United States
        of
        America, and are expressed in United States dollars. The Company has not
        produced significant revenue from its principal business and is an exploration
        stage company as defined by Statement of Financial Accounting Standards No.
        7.
 
 The
        Company is in the early exploration stage. In an exploration stage company,
        management devotes most of its time to conducting exploratory work and
        developing its business. These condensed consolidated financial statements
        have
        been prepared on a going concern basis, which implies the Company will continue
        to realize its assets and discharge its liabilities in the normal course
        of
        business. The Company has never paid any dividends and is unlikely to pay
        dividends or generate earnings in the immediate or foreseeable future. The
        Company’s continuation as a going concern and its ability to emerge from the
        exploration stage with any planned principal business activity is dependent
        upon
        the continued financial support of its shareholders and its ability to obtain
        the necessary equity financing and attain profitable operations.
 
 6
 **ROCK
            CITY ENERGY CORP.**
 **(An
            Exploration Stage Company)**
 **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2007**
 **(UNAUDITED)**
 **2.**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 
 A
        summary
        of the Company’s significant accounting policies is included in the Company’s
        SB-2/A dated August 30, 2007. Additional significant accounting policies
        that
        affect the Company or that have been developed since December 31, 2006, are
        summarized below.
 
 **Concentration
        of Credit Risk**
 
 Financial
        instruments that potentially subject the Company to concentration of credit
        risk
        consist principally of cash deposits. At September 30, 2007, and December
        31,
        2006, the Company had approximately $694,000 and $100,000, respectively in
        cash
        that was not insured. This cash is on deposit with a major chartered Canadian
        bank. The Company has not experienced any losses in cash balances and does
        not
        believe it is exposed to any significant credit risk on cash and cash
        equivalents.
 
 **3.**  **GOING
        CONCERN**
 
 The
        Company has accumulated a deficit of $152,804 since inception and will require
        additional financing to fund and support its operations until it achieves
        positive cash flow from operations. These factors raise substantial doubt
        about
        the Company’s ability to continue as a going concern. The Company’s ability to
        achieve and maintain profitability and positive cash flow is dependent upon
        its
        ability to locate profitable oil and gas properties, generate revenue from
        oil
        and gas production, and control its drilling, production and operating costs.
        The Company plans to mitigate its losses in the future through an agreement
        with
        a Texas oil and gas company (“operator”) whereby the operator has agreed to
        initiate drilling operations on the oil and gas properties and pay the
        exploration, drilling, completing, equipping and operating costs associated
        with
        developing the oil and gas properties. Based upon its current plans, the
        Company
        expects to incur operating losses in the future and cannot assure that it
        will
        be able to obtain additional financing, locate profitable oil and gas
        properties, generate revenue from oil and gas production, or control its
        drilling, production or operating costs; or that the operator will initiate
        drilling operations or pay for the exploration, drilling, completing, equipping
        or operating costs associated with developing the oil and gas properties.
        These
        condensed consolidated financial statements do not include any adjustments
        that
        might result from the realization of these uncertainties.
 
 **4.**  **UNPROVED
        OIL AND GAS PROPERTIES**
 
 The
        Company has an interest in the following nine leases located in Edwards County
        in Texas:
 
 **Deep
        Allar Lease**
 
 The
        Deep
        Allar Lease covers the rights to develop and extract hydrocarbons from depths
        below 1,500 feet from approximately 7,750 acres.
 
 **Shallow
        Allar Lease**
 
 The
        Shallow Allar Lease covers the rights to develop and extract hydrocarbons
        from
        depths above 1,500 feet from approximately 7,750 acres.
 
 **Baggett
        Leases**
 
 The
        Baggett leases refer to six leases covering the rights to develop and extract
        hydrocarbons at any depth from approximately 651 acres.
 
 7
  **ROCK
            CITY ENERGY CORP.**
 **(An
            Exploration Stage Company)**
 **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2007**
 **(UNAUDITED)**
 **4.**  **UNPROVED
        OIL AND GAS PROPERTIES (continued)**
 
 **Driver
        Lease**
 
 The
        Driver Lease refers to one lease covering the rights to develop and extract
        hydrocarbons at any depth from approximately 790 acres.
 
 The
        Deep
        Allar Lease, the Shallow Allar Lease, the Baggett Leases and the Driver Lease
        all include provisions that allow their primary terms to be extended for
        so long
        as operations are conducted on the land with no cessation for more than 180
        consecutive days in the case of the Deep Allar Lease and the Shallow Allar
        Lease, 90 consecutive days in the case of the Baggett Leases, and 60 consecutive
        days in the case of the Driver Lease. Operations are defined as drilling,
        testing, completing, marketing, recompleting, deepening, plugging back or
        repairing of a well in search for or in an endeavor to obtain production
        of oil,
        gas, sulphur or other minerals, or the production of oil, gas, sulphur or
        other
        mineral, whether or not in paying quantities.
 
 On
        May 8,
        2006, Vallenar entered into a letter agreement dated April 3, 2006, with
        an
        operator for the development of the Company’s oil and gas properties. Under the
        agreement, the operator can earn a 100% leasehold interest in the leases
        to
        depths below 1,500 feet in exchange for drilling until it has completed a
        well
        capable of producing hydrocarbons in commercial quantities. When the operator
        has completed the first ten wells and recovered 100% of the costs to drill
        the
        wells (“payout”), the Company can back in for a 25% working interest in the
        wells. On future wells, the Company can either participate from the outset
        to
        earn a 25% working interest, or back in after payout to earn a 6.25% working
        interest.
 
 Pursuant
        to an assignment of oil and gas leases agreement, dated June 9, 2006, the
        Company assigned all of its oil and gas leases, so far as they cover depths
        below 1,500 feet, to the operator in exchange for the operator’s initiating
        drilling operations on the land covered by the leases before the primary
        terms
        of the leases expire. If the operator successfully completes a well capable
        of
        producing hydrocarbons in commercial quantities, this assignment of oil and
        gas
        leases will become permanent.
 
 Overriding
        royalty interests in the oil and gas leases totaling between 5% and 8.33%
        of all
        oil, gas and other minerals produced, were assigned to three parties between
        October 4, 2002 and April 21, 2006. (Note 5)
 
 At
        September 30, 2007 the Deep and Shallow Allar and Baggett Leases were in
        good
        standing because the Company’s operator had performed sufficient work on these
        oil and gas leases to extend and maintain them. The Driver Lease, comprising
        790
        gross and net acres, expired in February 2007. The Company’s operator obtained a
        new lease covering the same acreage and has an undivided 68.75% interest
        in the
        mineral rights. The Company’s proportionate interest in this ninth lease is 25%
        of the operator’s interest in the deep rights, or a net interest of 17.19%, and
        100% interest in the shallow rights, or a net interest of 68.75%. (Notes
        5 and
        8)
 
 The
        following table presents information regarding the Company’s unproved property
        leasehold acquisition costs in the following area:
 
 **September
                  30,**
                **2007**
              
              **December
                  31, 2006**Texas
              
              $
              100
              
              $
              100
 
 The
        Company’s unproven properties are evaluated quarterly for the possibility of
        potential impairment. During the nine months ended September 30, 2007 and
        the
        year ended December 31, 2006, no impairment charges were recorded against
        the
        unproven oil and gas properties.
  8
  **ROCK
              CITY ENERGY CORP.**
 **(An
              Exploration Stage Company)**
 **NOTES
              TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2007**
 **(UNAUDITED)**
 **5** .  **RELATED-PARTY
        TRANSACTIONS**
 
 **Due
        to Related Party**
 
 At
        September 30, 2007 and December 31, 2006, we had fees and advances payable
        to
        our parent company, Brek Energy Corporation in the amounts of, $165,516 and
        $13,911, respectively. These advances are non-interest-bearing, unsecured
        and
        have no fixed terms of repayment. During the nine months ended September
        30,
        2007 the Company paid or accrued $150,000 in management and administrative
        fees
        to Brek.
 
 **Overriding
        Royalty Interest**
 
 The
        president of the Company has overriding royalty interests in all oil, gas
        and
        other minerals produced of 3.17% in seven of the oil and gas leases, and
        1.5% in
        one of the oil and gas leases. (Note 4)
 
 **6.**  **COMMON
        STOCK**
 
 On
        August
        24, 2006, the Company issued 4,000,000 common shares to Brek in exchange
        for
        5,312,500 shares of common stock and 733,333 shares of preferred stock in
        Vallenar Energy Corp.
 
 On
        June
        7, 2007, the Company issued 4,000,000 unregistered and restricted common
        shares
        at $0.15 per share to Brek for $600,000 cash.
 
 **7.**  **COMMITMENTS**
 
 **Oil
        and Gas Commitments**
 
 As
        is
        customary in the oil and gas industry, the Company may at times have commitments
        to preserve or earn certain acreage positions or wells. If the Company does
        not
        pay such commitments, it may lose the acreage positions or wells.
 
 **Lease
        Commitments**
 
 The
        Company had no lease commitments at September 30, 2007.
 
 **8.**  **SUBSEQUENT
        EVENT**
 
 Subsequent
        to September 30, 2007, the Company’s operator paid a shut in royalty to extend
        the terms of the Baggett leases. (Note 4)
  9


**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation**





**Forward-Looking
      Statements**





Certain
      information included in this Form 10-QSB and other materials filed or to be
      filed by us with the Securities and Exchange Commission (as well as information
      included in oral or written statements made by us or on our behalf), may contain
      forward-looking statements about our current and expected performance trends,
      growth plans, business goals and other matters. These statements may be
      contained in our filings with the Securities and Exchange Commission, in our
      press releases, in other written communications, and in oral statements made
      by
      or with the approval of one of our authorized officers. Words or phrases such
      as
“believe,” “plan,” “will likely result,” “expect,” “intend,” “will continue,”
“is anticipated,” “estimate,” “project,” “may,” “could,” “would,” “should,” and
      similar expressions are intended to identify forward-looking statements. These
      statements, and any other statements that are not historical facts, are
      forward-looking statements.





We
      have
      identified and filed important factors, risks and uncertainties that could
      cause
      our actual results to differ materially from those projected in forward-looking
      statements made by us, or on our behalf (see “Risk Factors” included in the
      registration statement filed on Form SB-2 and declared effective by the
      Securities and Exchange Commission on September 17, 2007). These cautionary
      statements are to be used as a reference in connection with any forward-looking
      statements. Because of these factors, risks and uncertainties, we caution
      against placing undue reliance on forward-looking statements. Although we
      believe that the assumptions underlying forward-looking statements are
      reasonable, any of the assumptions could be incorrect, and there can be no
      assurance that forward-looking statements will prove to be accurate.
      Forward-looking statements speak only as of the date on which they are made.
      We
      do not undertake any obligation to modify or revise any forward-looking
      statement to take into account or otherwise reflect subsequent events or
      circumstances arising after the date that the forward-looking statement was
      made.





**General**





This
      discussion and analysis should be read in conjunction with our interim unaudited
      condensed consolidated financial statements and related notes included in this
      Form 10-QSB and the audited consolidated financial statements and related notes
      included in the registration statement on Form SB-2, file number 333-139312,
      that was declared effective by the Securities and Exchange Commission on
      September 17, 2007. The inclusion of supplementary analytical and related
      information in this report may require us to make appropriate estimates and
      assumptions to enable us to fairly present, in all material respects, our
      analysis of trends and expectations with respect to our results of operations
      and financial position taken as a whole.





We
      are
      involved in the oil and gas exploration business. Through our subsidiary we
      have
      an interest in several oil and gas leases in the state of Texas.





We
      are in
      the early exploration stage. In an exploration stage company, management devotes
      most of its time to conducting exploratory work and developing its business.
      Our
      continuation as a going concern and ability to emerge from the exploration
      stage
      with any planned principal business activity is dependent upon our continued
      financial support, ability to attain profitable operations and ability to raise
      equity financing.





“We”,
      “us” or “our” where used throughout this document mean Rock City Energy Corp.
      and its subsidiaries.





**Our
      Objectives and Areas of Focus**





We
      were
      incorporated on August 10, 2006 as Vallenar Holdings, Inc. and changed our
      name
      to Rock City Energy Corp. on January 26, 2007. We did not have any operations
      between August 10 and August 24, 2006. Between August 10, 2006, and September
      30, 2007, we had no revenue and accumulated a deficit of $152,804.




10




On
      August
      24, 2006, we acquired a 51.53% interest in Vallenar Energy Corp., a corporation
      organized in the State of Nevada on January 27, 1999. Vallenar owns all of
      Nathan Oil Operating Co. LLC, a limited liability company organized in the
      State
      of Texas on October 31, 2001. Nathan Oil Operating Co. LLC is the general
      partner of Nathan Oil Partners LP, a limited partnership formed in the State
      of
      Texas on October 31, 2001. Vallenar is the only limited partner. This structure
      is illustrated in the following diagram.













We
      are a
      holding company based in Newport Beach, California, and a wholly owned
      subsidiary of Brek Energy Corp. Brek is an oil and gas company whose properties
      consist of the oil and gas leases in Texas in which Rock City has an interest,
      and an undivided 25% working interest in oil and gas properties in Utah, Wyoming
      and California. Gasco Energy Inc. owns the remaining undivided 75% working
      interest. On September 20, 2006, Brek disclosed that it had entered into an
      Agreement and Plan of Merger with Gasco and Gasco Acquisition, Inc. One of
      the
      purposes of the merger is to consolidate Gasco’s ownership of the Utah, Wyoming
      and California oil and gas properties. Once the merger is completed, Brek will
      be a wholly owned subsidiary of Gasco. As a condition to the merger, Brek must
      spin off all of its shares of our capital stock to its shareholders. Brek
      intends to complete the spin-off before November 30, 2007.





Through
      Vallenar, we have interests in nine oil and gas leases located in the
      Rocksprings Prospect in the Val Verde Basin of Edwards County, Texas. The nine
      leases are designated, for purposes of this discussion, as follows:





·
            The
                “deep Allar lease” refers to one lease covering the rights to develop and
                extract hydrocarbons from depths below 1,500 feet on approximately
                7,749.644 acres.





·
            The
                “shallow Allar lease” refers to one lease covering the rights to develop
                and extract hydrocarbons from depths above 1,500 feet on approximately
                7,749.644 acres.




11




·
            The
                “Baggett leases” refer to six leases covering the rights to develop and
                extract hydrocarbons at any depth from approximately 650.9
                acres.





·
            The
                “Driver lease” refers to one lease covering the rights to develop and
                extract hydrocarbons at any depth from approximately 790.2
                acres.





The
      leases all include provisions that allow the lease term to be extended for
      so
      long as operations are conducted on the land with no cessation for more than
      180
      consecutive days in the case of the deep and shallow Allar leases, for more
      than
      90 consecutive days in the case of the Baggett leases, and for more than 60
      consecutive days in the case of the Driver lease. “Operations” are defined as
      drilling, testing, completing, marketing, recompleting, deepening, plugging
      back
      or repairing of a well in search for or in an endeavor to obtain production
      of
      oil, gas, sulphur or other minerals, or the production of oil, gas, sulphur
      or
      other minerals, whether or not in paying quantities





In
      this
      discussion, when we discuss “the deep rights”, we mean the rights to develop and
      extract hydrocarbons from depths below 1,500 feet. When we discuss “the shallow
      rights”, we mean the rights to develop and extract hydrocarbons from the surface
      to 1,500 feet.





Our
      goal
      is to develop our properties to fully exploit all of their resources, but we
      have not been able to do this to date because we lack working capital. Our
      plan
      is to earn revenue by assigning our rights to develop the properties covered
      by
      our leases, rather than by undertaking the expense and the risk of the
      exploration and development. On May 8, 2006, we entered into a letter agreement
      with Chesapeake Exploration Limited Partnership for the deep rights associated
      with the deep Allar lease, the Baggett leases and the Driver lease. In
      conjunction with the letter agreement, we executed an assignment of the deep
      rights included in the deep Allar lease, the Baggett leases and the Driver
      lease
      (collectively, the “assigned leases”) to Chesapeake on June 9, 2006. The
      assignment is subject to all the applicable terms and provisions of the letter
      agreement. We retained the shallow rights in the assigned leases and, because
      the letter agreement only covers deep rights, we did not assign the shallow
      Allar lease.





In
      the
      letter agreement, Chesapeake agreed to initiate drilling operations on the
      land
      covered by the assigned leases before the end of their primary terms in February
      2007. If Chesapeake successfully completes a well capable of producing
      hydrocarbons in commercial quantities, the assignment of oil and gas leases
      to
      Chesapeake will become permanent. No other specific provisions in the assignment
      govern expiration or termination. We cannot guarantee that Chesapeake will
      successfully develop the oil and gas reserves on the properties covered by
      the
      assigned leases.





If
      Chesapeake successfully develops the properties in accordance with the terms
      of
      the letter agreement, Chesapeake will be entitled to recover all of the costs
      of
      drilling, completing, equipping and operating the first 10 wells. Thereafter,
      we
      will be entitled to a 25% working interest in Chesapeake’s interest in the
      wells. We also have the right to participate in any wells that Chesapeake drills
      after the first 10, with a 25% working interest if we elect to participate
      from
      the outset and pay our proportionate share of the costs, or a 6.25% working
      interest after Chesapeake recovers its costs if we elect not to participate
      and
      pay our proportionate share.





The
      letter agreement also permits us to propose a well if Chesapeake fails to begin
      drilling a well on acreage covered by the assigned leases at least sixty days
      before the expiration of the terms of the assigned leases. Chesapeake may
      participate in any proposed well, so long as it consents within fifteen days
      of
      our proposal.





While
      we
      retained the shallow rights to all of the leases and have, under the terms
      of
      the letter agreement, the right to drill wells on the undeveloped portion of
      the
      leased properties, we do not have the funds to develop these
      rights.




12




Under
      the
      terms of the letter agreement, aside from initiating drilling operations,
      Chesapeake is required to





·
            obtain
                a 3-D seismic survey over the area covered by the assigned leases
                at its
                own expense,





·
            provide
                interpretive data relating to the acreage covered by the assigned
                leases,
                and, in the initial well,





·
            provide
                an array of logs, including a magnetic imaging log and sidewall cores
                in
                the shallow zone of the assigned
                lease,





·
            assign
                to us our proportionate interest in wellbores according to the level
                of
                participation that we have elected,





·
            transport
                our gas for $0.50/mcf (mcf means 1,000 cubic feet), which includes
                processing fees and costs, and market our gas for $0.03/mcf,
                and





·
            immediately
                begin the process of building, or procuring, a pipeline to transport
                the
                gas to market once it has successfully completed a well capable of
                producing natural gas in commercial
                quantities.





Chesapeake
      has drilled four wells—two on the acreage covered by the Baggett leases and two
      on the acreage covered by the deep Allar lease—and has paid shut in royalties to
      extend the terms of the Baggett and the deep Allar leases. One of the wells
      on
      the Allar acreage was completed as a dry hole. The remaining three wells are
      waiting on a pipeline.





Chesapeake
      did not initiate drilling on the property covered by the Driver lease that
      we
      assigned to it. Instead, Chesapeake, through a partner, top-leased the acreage
      covered by the Driver lease to February 2010 but obtained only an undivided
      68.75% interest in the oil, gas and all other mineral rights. Our proportionate
      interest in the Driver lease is 25% of Chesapeake’s interest in the deep rights
      and 100% of Chesapeake’s interest in the shallow rights. We are entitled to our
      proportionate share of any additional interest that Chesapeake acquires in
      the
      Driver lease. Chesapeake has informed us that it acquired an additional 11.25%
      interest in the Driver lease, for a total of 80%, which increases our interest
      in the deep rights to 20% and in the shallow rights to 80%. We have not seen
      the
      agreement under which Chesapeake takes its interest in the Driver lease and
      are
      relying entirely on Chesapeake’s representations that we have an interest in the
      Driver lease.





**Critical
      accounting estimates**





An
      appreciation of our critical accounting estimates is necessary to understand
      our
      financial results. These policies may require that we make difficult and
      subjective judgments regarding uncertainties, and, as a result, our estimates
      may significantly impact our financial results. The precision of these estimates
      and the likelihood of future changes depend on a number of underlying variables
      and a range of possible outcomes. Other than our accounting for our oil and
      gas
      properties, our critical accounting policies do not involve a choice between
      alternative methods of accounting. We have applied our critical accounting
      policies and estimation methods consistently.





***Oil
      and gas reserves***





We
      follow
      the full cost method of accounting whereby all costs related to the acquisition
      and development of oil and gas properties are capitalized into a single cost
      center referred to as a full cost pool. Depletion of exploration and development
      costs will be computed using the units of production method based upon estimated
      proved oil and gas reserves. Under the full cost method of accounting,
      capitalized oil and gas property costs less accumulated depletion cannot exceed
      a ceiling of an amount equal to the present value, discounted at 10%, of
      estimated future net revenue from proved oil and gas reserves plus the cost,
      or
      the estimated fair value if lower, of unproved properties. If capitalized costs
      exceed this ceiling, we would recognize the impairment.




13




Estimated
      reserve quantities and future net cash flows have the most significant impact
      on
      the results of operations because these reserve estimates are used in providing
      a measure of the overall value of our oil and gas properties.





Estimating
      accumulations of gas and oil is complex and is not exact because of the numerous
      uncertainties inherent in the process. The process relies on interpretations
      of
      available geological, geophysical, engineering and production data. The extent,
      quality and reliability of these technical data can vary. The process also
      requires certain economic assumptions, some of which are mandated by the
      Securities and Exchange Commission, such as gas and oil prices, drilling and
      operating expenses, capital expenditures, taxes and availability of funds.
      The
      accuracy of a reserve estimate is a function of the quality and quantity of
      available data, the interpretation of that data, the accuracy of various
      mandated economic assumptions, and the judgment of the persons preparing the
      estimate.





We
      have
      not conducted a reserves estimate on our properties because our oil and gas
      properties are not in production.





The
      most
      accurate method of determining proved reserve estimates is based upon a decline
      analysis method, which consists of extrapolating future reservoir pressure
      and
      production from historical pressure decline and production data. The accuracy
      of
      the decline analysis method generally increases with the length of the
      production history. Once we have producing wells, their production history
      will
      be relatively short, so we will have to use other (generally less accurate)
      methods such as volumetric analysis and analogy to the production history of
      wells of other operators in the same reservoir in conjunction with the decline
      analysis method to determine our estimates of proved reserves, including
      developed producing, developed non-producing and undeveloped. As the wells
      produce over time and more data become available, we will re-determine the
      estimated proved reserves on an annual basis and may adjust them based on that
      data.





Once
      the
      wells are actually producing gas and oil, gas and oil prices, revenue, taxes,
      development expenditures, operating expenses and reserves of recoverable gas
      and
      oil most likely will vary from our estimates, and any significant variance
      could
      materially affect the quantity and present value of our reserves. We may adjust
      estimates of proved reserves to reflect production history, acquisitions,
      divestitures, ownership interest revisions, results of exploration and
      development and prevailing gas and oil prices. Our reserves may be susceptible
      to drainage by operators on adjacent properties.





Our
      unproven properties are evaluated quarterly for the possibility of potential
      impairment. During the nine months ended September 30, 2007 we did not record
      any impairment charges against the unproven oil and gas properties.





***Concentration
      of Credit Risk***





Financial
      instruments that potentially subject us to concentration of credit risk consist
      principally of cash deposits. At September 30, 2007, and December 31, 2006,
      we
      had approximately $694,000 and $100,000, respectively in cash that was not
      insured. This cash is on deposit with a major chartered Canadian bank. We have
      not experienced any losses in cash balances and do not believe we are exposed
      to
      any significant credit risk on cash and cash equivalents.





***Recent
      accounting pronouncements***





Refer
      to
      Note 2 of our Notes to Consolidated Financial Statements as of December 31,
      2006, filed in our registration statement on Form SB-2 which was declared
      effective by the Securities and Exchange Commission on September 17, 2007,
      for a
      discussion of recent accounting standards and pronouncements.




14


**Operations
        Review**




We
      had a
      net loss of $145,325 during the nine months ended September 30, 2007. At
      September 30, 2007, we had a cash balance of $694,516. When our cash balance
      is
      offset against our current obligations of $1,479 in accounts payable and
      $165,516 due to a related party, we are left with working capital of $527,521
      at
      September 30, 2007.





We
      believe that our cash and cash equivalents as of the date of this filing are
      adequate to satisfy our working capital needs for the next twelve
      months.





Our
      independent registered public accounting firm has added an explanatory paragraph
      to their audit opinion issued in connection with our consolidated financial
      statements for the year ended December 31, 2006, which states that our ability
      to achieve and maintain profitability and positive cash flow is dependent upon
      our ability to locate profitable oil and gas properties, generate revenue from
      oil and gas production and control our drilling, production and operating costs.
      We plan to mitigate our losses in the future through an agreement with
      Chesapeake whereby Chesapeake has agreed to initiate drilling operations on
      the
      oil and gas properties and pay the exploration, drilling, completing, equipping
      and operating costs associated with developing the oil and gas properties.
      Based
      upon our current plans, we expect to incur operating losses in the future and
      cannot assure that we will be able to obtain additional financing, locate
      profitable oil and gas properties, generate revenue from oil and gas production
      or control drilling, production or operating costs, or that Chesapeake will
      initiate drilling operations or pay for the exploration, drilling, completing,
      equipping or operating costs associated with developing the oil and gas
      properties. The accompanying unaudited condensed consolidated financial
      statements do not include any adjustments that might be necessary if we are
      unable to continue as a going concern.





***Related-party
      transactions***





At
      September 30, 2007 we were indebted to Brek in the amount of $165,516, which
      includes $150,000 in management and administrative fees billed to us by Brek.
      This payable bears no interest, is unsecured, and has no fixed repayment
      terms.





Our
      president has overriding royalty interests in all oil, gas and other minerals
      produced of 3.17%, in seven of our oil and gas leases and 1.5% in one of our
      oil
      and gas leases.





**Comparison
      of the three and nine months ended September 30, 2007**





***Overall
      results of operations***





During
      the nine months ended September 30, 2007, we had a net loss of $145,325,
      primarily due to professional fees.





***Expenses***





During
      the three months ended September 30, 2007, we incurred $142,940 in expenses,
      all
      of which we spent on professional fees for management and
      administration.





During
      the nine months ended September 30, 2007, we incurred $146,284 in expenses,
      approximately $146,000 of which was spent on professional fees for legal,
      accounting, management and administrative services.





We
      expect
      our expenses to increase following the spin-off because Brek will no longer
      be
      required to pay our legal, accounting and regulatory costs.




15


***Interest
        Income***




During
      the three and nine months ended September 30, 2007, we did not earn any interest
      income because the note receivable from Brek was repaid during the fourth
      quarter of 2006. We earned interest income of $1,216 for the period from
      inception (August 10, 2006) to September 30, 2006, on the note receivable from
      Brek.





**Liquidity
      and Capital Resources; Plan of Operation**





***Liquidity
      and Capital Resources***





In
      the
      notes to our condensed consolidated financial statements as of September 30,
      2007, we caution that our ability to continue as a going concern is uncertain.
      We have not generated any revenue to cover our expenses and we have accumulated
      a deficit of $152,804. As of September 30, 2007, we had $166,995 in current
      liabilities. When these liabilities are offset against our current assets of
      $694,516 cash, we are left with working capital of $527,521 . On
      June
      7, 2007, we issued 4,000,000 shares of our common stock at $0.15 per share
      to
      Brek for $600,000 cash. The funds we raised in this offering should be adequate
      to support our operations for the next 12 months. We are in the early stage
      of
      exploration and we have not produced any revenue from our oil and gas
      properties. Thus far, management has devoted most of its time to conducting
      exploratory work and developing our business. Our
      plans
      over the next twelve months include ceasing to be a subsidiary of Brek, raising
      equity capital, and exploring and developing our properties through our
      agreement with Chesapeake





We
      are
      not certain that Chesapeake will be able to develop our properties, profitably
      or at all. Since May 8, 2006, the date of the Letter Agreement with Chesapeake,
      Chesapeake has begun drilling operations on the properties covered by eight
      leases, designing a pipeline, and negotiating with various landowners for
      permission to cross their lands to build the pipeline. If Chesapeake
      successfully obtains the appropriate easements and builds the pipeline, we
      expect that Chesapeake can sell the gas produced. If Chesapeake can develop
      the
      properties, the fluctuation of gas prices will impact the amount of revenue
      earned from the leases. If the resources required to develop the wells are
      in
      high demand, the development costs will increase, which will likely delay our
      earning any revenue. We are dependent on Chesapeake to both produce the gas
      and
      buy the gas produced. We cannot be certain that we will ever receive revenue
      from our agreement with Chesapeake.





The
      following table summarizes our sources and uses of cash for the following
      periods:





Sources
                and uses of cashNine
                Months Ended September 30, 2007
            
            August
                10, 2006 (Inception) to September 30, 2006Net
                cash (used in) provided by operating activities
            
            $
            (5,775
            )
            $
            292Net
                cash provided by financing activities
            
            
            600,000
            
            
            -Net
                increase in cash
            
            $
            594,225
            
            $
            202





***Net
      cash used in operating activities***





We
      used
      $5,775 of cash in operations during the nine months ended September 30, 2007
      to
      pay accounts payable of $2,596 and to fund our net loss of $146,284, which
      was
      our net loss before our minority interest allocation of $959. Our net loss
      includes the reversal of accrued liabilities of $8,500 and was offset by an
      increase in the amount due to our parent company Brek of $151,615.




16




***Net
      cash used in investment activities***





During
      the nine months ended September 30, 2007, we did not have any investment
      activities.





***Net
      cash provided by financing activities***





During
      the nine months ended September 30, 2007, we sold 4 million shares of our common
      stock at $0.15 per share for total proceeds of $600,000.





***Plan
      of Operation***





On
      October 4, 2007 Chesapeake paid a shut in royalty to extend the terms of the
      Baggett leases. Chesapeake expects to start drilling again on the Baggett leases
      at the beginning of 2008. As a result of Chesapeake’s actions, all of the
      acreage covered by the assigned leases has been secured beyond the original
      termination dates of the leases. However, as noted under “Our Objectives and
      Areas of Focus” above, in order to continue the terms of the assigned leases
      beyond the original termination dates, operations cannot cease for the periods
      of time specified in the leases. Chesapeake began operations on a second well
      on
      the Baggett acreage on June 2, 2007, and on the Allar acreage on August 8,
      2007.
      The primary term of the new Driver lease expires in 2010, so no operations
      are
      required on the Driver acreage until then. We sent the data from the wells
      drilled on the Allar acreage for a professional review to determine the
      potential in the shallow zone. The results were not encouraging. We do not
      intend to conduct operations of our own to extend the term of the shallow Allar
      lease, so the lease will expire unless the operations that Chesapeake conducts
      into the deep zone qualify to extend the term of the shallow Allar
      lease.





We
      plan
      to seek other oil and gas projects as our financial condition permits, and
      to
      find experienced operators to develop the properties in exchange for a working
      interest on terms similar to the agreement we have with Chesapeake.





We
      have
      no other operations. If our oil and gas leases are not successfully developed,
      we will earn no revenue.





In
      March
      2007, we sold 4,000,000 shares of our common stock to Brek at a price of $0.15
      per share for gross proceeds of $600,000. We estimate that our annual operating
      costs will be about $240,000, which does not include the costs of acquiring
      future oil and gas leases or properties. These costs are made up of our
      administrative, legal and accounting costs. Nathan’s operating costs are paid by
      Vallenar. If Vallenar’s working capital is insufficient to meet its own and
      Nathan’s operating costs, then Vallenar will be required to raise the funds
      necessary to continue its and Nathan’s operations. If that were the case, we
      would likely provide additional capital to Vallenar, either in the form of
      a
      loan or through an investment in additional shares of Vallenar’s common stock.
      However, we cannot guarantee that we will have the cash available if Vallenar
      or
      Nathan needs money, or that we would be able obtain funding from a third
      party.





We
      cannot
      guarantee that Chesapeake will successfully develop the oil and gas reserves
      on
      the properties covered by the leases or that we will be able to rely on any
      other source for cash to cover our cash requirements if we were unable to do
      so.





We
      do not
      expect to purchase a plant or any significant equipment or to have any
      significant changes in the number of employees over the next twelve
      months.





**Off-Balance
      Sheet Arrangements**





We
      have
      no off-balance sheet arrangements that have or are reasonably likely to have
      a
      current or future effect on our financial condition, changes in financial
      condition, revenue or expenses, results of operations, liquidity, capital
      expenditures or capital resources that is material to investors. We do not
      have
      any non-consolidated, special-purpose entities.




17




**Contingencies
      and commitments**





We
      had no
      contingencies or long-term commitments at September 30, 2007, and have none
      as
      of the date of this filing.





As
      is
      customary in the oil and gas industry, we may at times have agreements to
      preserve or earn acreage or wells. If we do not perform as required by the
      agreements, which might require that we pay money or engage in operations such
      as drilling wells, we could lose the acreage or wells.





**Contractual
      obligations**





We
      did
      not have any contractual obligations at September 30, 2007, and do not have
      any
      as of the date of this filing.





**Internal
      and external sources of liquidity**





We
      have
      funded our operations solely through subscriptions for common shares. We have
      no
      commitments for financing.





**Inflation**





We
      do not
      believe that inflation will have a material impact on our future
      operations.





**Item
      3. Controls and Procedures.**





**Disclosure
      Controls and Procedures**





Richard
      N. Jeffs, our chief executive officer and chief financial officer, has evaluated
      the effectiveness of our disclosure controls and procedures (as such term is
      defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934
      (the “ Exchange
      Act ”))
      as of
      the end of the period covered by this quarterly report (the “ Evaluation
      Date ”).
      Based
      on such evaluation, Mr. Jeffs has concluded that, as of the Evaluation Date,
      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 Securities and Exchange Commission’s rules and
      forms.





**Changes
      in Internal Controls**





During
      the quarter of the fiscal year covered by this report, there were no changes
      in
      our internal controls or, to our knowledge, in other factors that have
      materially affected, or are reasonably likely to materially affect, these
      controls and procedures subsequent to the date we carried out this
      evaluation.








**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





Not
      applicable





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**





Not
      applicable




18




**Item
      3. Defaults Upon Senior Securities.**





Not
      applicable





**Item
      4. Submission of Matters to a Vote of Security Holders.**





Not
      applicable





**Item
      5.**  **Other
      Information**





Not
      applicable





**Item
      6. Exhibits**





Exhibit
                No.
            
            
            Title3.1
            
            
            Articles
                of Incorporation(1)3.2
            
            
            Bylaws(1)31.1
            
            
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*31.2
            
            
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*32
            
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002*


(1)
      Incorporated by reference from the registrant’s registration statement on Form
      SB-2, SEC File No. 333-139312, filed with the Securities and Exchange Commission
      on December 13, 2006.


*Filed
      herewith.




19




**SIGNATURES**





In
      accordance with the requirements of the Securities Exchange Act of 1934, Rock
      City Energy Corp. has caused this report to be signed on its behalf by the
      undersigned duly authorized person.




**ROCK
                CITY ENERGY CORP.**Date:
                November 13, 2007
            By:
            /s/ Richard
                N. JeffsRichard
                N. JeffsDirector,
                President and Chief Financial Officer
              (Principal
                Executive Officer and
              Principal
                Financial Officer)




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