U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~SEPTEMBER 30, 2009

£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _________

Commission File Number: 33-05902

CITY CAPITAL CORPORATION

(Exact Name of registrant as Specified in its Charter)


Nevada	33-5902	22-2774460
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


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

Company’s telephone number, including area code: (877) 367-1463

______________________________________________________________

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £ 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 S

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

As of ~~January~~March 519, 2010, the Company had 103,~~326~~330,044 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION PAGE ITEM 1. FINANCIAL STATEMENTS 3 Condensed Consolidated Balance Sheets As Of ~~June~~September 30, 2009 (Unaudited) And December 31, 2008 (Audited) 3 Condensed Consolidated Statements Of Operations (Unaudited) For The Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2009 And ~~June~~September 30, 2008 4 Condensed Consolidated Statements Of Cash Flows (Unaudited) For The ~~Three~~Nine ~~and Six~~ Months Ended ~~June~~September 30, 2009 And ~~June~~September 30, 2008 5 Notes To Condensed Consolidated Financial Statements (Unaudited) 7 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 2528 AND RESULTS OF OPERATIONS ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 3236 ITEM 4. CONTROLS AND PROCEDURES 3236 ITEM 4(T). CONTROLS AND PROCEDURES 3236 PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 3336 ITEM 1A. RISK FACTORS 3337 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 3337 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 3337 ITEM 4. ~~SUBMISSION~~[RESERVED] OF37 ~~MATTERS TO A VOTE OF SECURITY HOLDERS 33~~ ITEM 5. OTHER INFORMATION 3337 ITEM 6. EXHIBITS 3337 SIGNATURE 3438

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

CITY CAPITAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

		June 30,		December 31,
		September 30,		December 31,
		2009		2008
		(Unaudited)		(Audited)
ASSETS
Current Assets:
Cash	$	~~124~~55,~~589~~515	$	213,988
Accounts receivable		29,~~130~~167		--
Prepaids		3,~~712~~020		3,462
Note receivable		18,000		18,000
Note receivable including interest of $2,142 and $0 at September 30, 2009 and December 31, 2008, respectively.		20,142		18,000
Note receivable – related party		1,~~762~~700,~~636~~309		1,924,731
Other receivable		50121,~~000~~200		40,000
Inventory – homes for sale		48,891		100,094
Inventory – home for sale		48,891		100,094
Inventory – food, beverage & gas		5037,~~000~~782		--
Assets held for sale, net of liabilities of $41,919 and $373,838 at
Assets held for sale, net of liabilities of $86,379 and $373,838 at
June 30, 2009 and December 31, 2008, respectively		490,015		53,807
September 30, 2009 and December 31, 2008, respectively		497,702		53,807
Other asset		2123,~~186~~927		15,862
Total current assets		2,~~598~~537,~~159~~655		2,369,944
Investment in unconsolidated investee		8079,~~487~~540		106,817
Fixed asset, net of accumulated depreciation of $1,480
Fixed asset, net of accumulated depreciation of $2,960 and $0
and $0 at June 30, 2009 and December 31, 2008, respectively		56,420		5,000
at September 30, 2009 and December 31, 2008, respectively		56,777		5,000
Goodwill		337,100		--
Domain names		~~50,000~~--		50,000
Total Assets	$	3,~~122~~011,~~166~~072	$	2,531,761
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	~~310~~489,~~669~~080	$	83,148
Accrued consulting – related party		95132,~~694~~861		95,694
Accrued expense- related party		3850,~~783~~524		--
Deferred Revenues		7842,~~318~~445		--
Unsecured liability including accrued interest of $16,667 and
$16,667 at June 30, 2009 and December 31, 2008, respectively		616,249		616,249
$16,667 at September 30, 2009 and December 31, 2008, respectively		616,249		616,249
Notes payable including accrued interest of $224,345 and
Notes payable including accrued interest of $343,582 and
$139,085 at June 30, 2009 and December 31, 2008, respectively		5,762,938		3,757,556
$139,085 at September 30, 2009 and December 31, 2008, respectively		6,584,897		3,757,556
Convertible debentures including interest of $61,823 and $56,835
Convertible debentures including interest of $64,317 and $56,835
at June 30, 2009 and December 31, 2008, respectively		166,823		161,835
at September 30, 2009 and December 31, 2008, respectively		169,317		161,835
Debt derivative		34104,~~990~~981		104,956
Total current liabilities		78,~~104~~190,~~464~~354		4,819,438
Long Term Liabilities:
Long term note payable including accrued interest of $6,132 and
Long term note payable including accrued interest of $9,737 and
$0 at June 30, 2009 and December 31, 2008, respectively		381,632		20,000
$0 at September 30, 2009 and December 31, 2008, respectively		260,237		20,000
Total liabilities		78,~~486~~450,~~987~~591		4,839,438
Stockholders’ Deficit:
Common stock: $0.001 par value; authorized 235,000,000 shares;
issued and outstanding 95,126,044 and 4,597,473
issued and outstanding 90,826,044 and 4,597,473
at June 30, 2009 and December 31, 2008, respectively		95,126		4,597
at September 30, 2009 and December 31, 2008, respectively		90,826		4,597
Additional paid-in capital		1011,~~924~~440,~~393~~694		9,839,920
Accumulated deficit		(1416,~~690~~844,~~613~~167)		(12,152,194)
Stock subscription receivable		(580,000)		--
Total stockholders’ deficit		(5,312,647)		(2,307,677)
Total stockholders’ deficit		(4,251,092)		(2,307,677)
Non-controlling interest		(126,872)		--
Non-controlling interest		(112,836)		--
Total Liabilities and Stockholders’ Deficit	$	3,011,072	$	2,531,761
Total Liabilities and Stockholders’ Deficit	$	3,122,166	$	2,531,761

See Accompanying Notes to Condensed Consolidated Financial Statements.

CITY CAPITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		Three months ended				~~Six~~Nine months ended
		30-Jun				30-Jun
		September 30,				September 30,
		2009		2008		2009		2008
Revenues:		2009		2008		2009		2008
Commission revenues	$	--94,010	$	6441,~~129~~608	$	--94,010	$	71112,~~129~~737
Food & beverage revenue		--		--		--		--
Oil and gas revenue		816,641		--		1,542,764		--
Laundry revenue		--		--		--		--
Seminar revenue		599		--		5,599		--
Retail revenue		--		--		--		--
Oil and gas revenue		726,123		--		726,123		--
House sales		--		--		49,473		--
Infomercial revenues		88123,~~918~~250		--		88212,~~918~~168		--
Other revenues		~~1,372~~70		~~27,374~~--		3,~~319~~389		27,374
Total Revenues		~~817~~1,~~012~~033,971		9141,~~503~~608		~~873~~1,~~432~~901,804		98140,~~503~~111
Cost of Revenues		1,043,965		--		1,106,484		--
Cost of Revenues:
Cost of Revenues Rental		--1,095,452		--		--2,191,055		--
Total Cost of Revenue		1,~~043~~095,~~965~~452		--		12,~~106~~191,~~484~~055		--
Gross Profit		(~~226~~61,~~953~~481)		9141,~~503~~608		(~~233~~289,~~052~~251)		98140,~~503~~111
Operating, general and administrative expenses
Compensation expense		~~589~~1,~~467~~022,608		~~630~~135,~~100~~037		~~975~~1,~~779~~998,387		~~759~~894,~~600~~637
Consulting expense		~~169~~446,~~731~~236		~~267~~104,~~869~~821		~~261~~701,~~248~~498		~~459~~564,~~568~~389
Market and investor relation expense		~~389~~96,~~591~~173		~~127~~139,~~313~~656		~~525~~559,~~879~~734		~~242~~382,~~541~~197
Depreciation expense		1,480		--		1,480		--
Other selling, general, and administrative expenses		181,294		251,958		578,481		584,947
Other selling, general, and administrative expenses		382,008		210,552		402,854		332,988
Selling, General, and Administrative Expenses		1,746,311		631,472		3,838,100		2,426,168
Selling, General, and Administrative Expenses		1,532,277		1,235,834		2,167,240		1,794,697
Operating Loss		(1,807,792)		(589,864)		(4,127,351)		(2,286,057)
Operating Loss		(1,759,230)		(1,144,331)		(2,400,292)		(1,696,194)
Non-operating expense (income):
Non-operating expense (income)
Interest expense (net of interest income)		197,460		112,789		541,872		356,379
Interest expense (net of interest income)		199,192		90,243		344,412		243,590
Loss on investment in unconsolidated subsidiary		948		--		119,201		--
Loss on investment in unconsolidated subsidiary		106,816		--		118,253		--
Gain on extinguishment of debt		--		--		--		(879,632)
Gain on extinguishment of debt		--		(879,632)		--		(879,632)
Change in fair value of debt derivative		70,991		(302,418)		1,025		(56,829)
Change in fair value of debt derivative		(114,917)		259,902		(69,966)		245,589
Gain on deconsolidation of subsidiary		(26,056)		--		(372,460)		--
Gain on deconsolidation of subsidiary		1		--		(346,404)		--
Other expense		--		175		--		175
		191,091		(529,487)		46,295		(390,453)
		243,343		(189,454)		289,638		(579,907)
Loss before discontinued operations		(1,950,321)		(614,844)		(2,446,587)		(1,305,741)
Loss before discontinued operations:		(2,051,135)		(400,410)		(4,416,989)		(1,706,150)
Loss (gain) on discontinued operations		(276,675)		29,296		426,543		62,094
Loss on discontinued operations		(113,630)		(46,372)		(620,906)		(108,467)
Net Loss		(1,673,646)		(644,140)		(2,873,130)		(1,367,835)
Net Loss:		(2,164,765)		(446,782)		(5,037,895)		(1,814,617)
Less: Net loss attributable to the noncontrolling interest		(312,277)		--		(334,711)		--
Add: Net loss attributable to the noncontrolling interest		11,211		4,734		345,922		4,734
Net Income Attributable to City Capital Corp	$	(1,361,369)	$	(644,140)	$	(2,538,419)	$	(1,367,835)
Net Loss attributable to City Capital Corp	$	(2,153,554)	$	(442,048)	$	(4,691,973)	$	(1,809,883)
Basic and Diluted Loss Per Common Share - before disco	$	(0.02)	$	(0.14)	$	(0.03)	$	(0.37)
Basic and diluted loss per common share - before discontinued operations	$	(0.03)	$	(0.07)	$	(0.06)	$	(0.41)
Discontinued Operations	$	(0.00)	$	(0.01)	$	(0.00)	$	(0.02)
Discontinued operations	$	(0.00)	$	(0.01)	$	(0.00)	$	(0.02)
Basic and Diluted Loss Per Common Share - Net Loss	$	(0.02)	$	(0.15)	$	(0.03)	$	(0.39)
Basic and diluted loss per common share - Net Loss	$	(0.03)	$	(0.08)	$	(0.06)	$	(0.43)
Weighted Average Number of Common Shares - basic and diluted		92,406,264		4,398,019		80,181,056		3,513,461
Weighted average number of common shares - basic and diluted		81,418,435		5,568,641		79,880,099		4,203,521

See Accompanying Notes to Condensed Consolidated Financial Statements.

CITY CAPITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		For the six months ended
		For the nine months ended
		June 30,
		September 30,
		2009		2008
Cash flows from operating activities
Cash flows from operating activities:
Net loss	$	(2,538,419)	$	(1,367,835)
Net loss attributable to City Capital Corp	$	(4,691,973)	$	(1,809,883)
Adjustments to reconcile net loss
Adjustments to reconcile net loss to net cash used in operating activities:
to net cash used in operating activities:
Depreciation and amortization expense		24,838		42,037
Depreciation and amortization expense		24,387		34,077
Stock issued for services		107,000		456,051
Stock issued for services		95,000		389,097
Stock issued for accounts payables		--		11,500
Stock issued for debt and interest expense		--		50,000
Stock issued for officer compensation		~~500~~1,580,000		500,000
Gain on deconsolidation of subsidiary		(~~346~~372,~~404~~460)		--
Loss on discontinued operations		118,~~373~~481		--
Non-controlling interest		(~~237~~251,~~836~~872)		--(4,734)
Fair value of debt derivative		~~(69,966)~~25		~~245~~(56,~~589~~829)
Gain on extinguishment of debt		--		(879,632)
Equity in (earnings) loss of unconsolidated subsidiaries		~~118~~133,~~257~~153		--
Impairment of fixed assets		34,691		--
Impairment of note receivable, related party		31,947		--
Impairment of intangible assets and goodwill		188,067		--
Impairment of fixed assets		56,398		--
Impairment of intangible assets and goodwill		191,065		--
Change in operating assets and liabilities:
Decrease in restricted cash – security deposits		--		4,~~716~~704
(Increase)/decrease in accounts receivable		(29,~~130~~167)		~~771~~914
(Increase) in prepaid expense		(23,~~673~~493)		(~~471~~14,317)
Decrease/(increase) in notes receivable-related party		162,095		(40,317)
(Increase) in note receivable		(2,142)		(9,150)
(Increase) in other receivable		(10,000)		--
Decrease/(increase) in notes receivable-related party		224,422		(37,317)
Decrease in inventory – homes for sale		51,203		--
(Increase) in other receivable – related party		(31,947)		--
(Increase) in inventory – food, beverage, oil		(63,541)		--
(Increase) in other receivable		(9,200)		--
Decrease/(increase) in other assets		(24,029)		719
Decrease/(increase) in inventory – homes for sale		51,203		(149,426)
Increase in accounts payable and accrued expense		280,344		24,946
(Increase) in inventory – food, beverage, oil		(49,924)		--
Increase in deferred revenues		78,318		--
(Increase) in other assets		(27,778)		(5,492)
Increase in accounts payable and accrued expense		485,841		2,988
Increase in accrued expense – related party		50,524		--
Increase in deferred revenues		42,445		--
(Decrease) in security deposits		--		(2,896)
Increase in accrued interest		~~127~~264,~~380~~916		57116,~~829~~765
Net cash used in operating activities		(12,~~660~~207,~~883~~698)		(~~971~~1,~~907~~796,217)
Cash flows from investing activities:
Acquisition of business, net of equipment purchased		(~~761~~764,~~054~~049)		--
Proceeds from discontinued operations and gain		350,000		--
Proceeds from discontinued operations and gain on deconsolidation of subsidiary		350,000		--
on deconsolidation of subsidiary
Assets held for sale		53,807		--
Purchase of equipment		(~~348~~347,~~964~~801)		(5,000)
Investment in unconsolidated subsidiary		(91105,~~927~~876)		--
Net cash used in investment activities		(~~798~~813,~~138~~919)		(5,000)
Cash flows from financing activities:
Proceeds from notes payable		23,~~420~~016,360		1,~~115~~928,~~000~~721
Payments for notes payable and unsecured liability		(50153,~~738~~216)		(5057,~~308~~005)
Accrued expense-related party		--		(100,000)
Net cash provided by financing activities		2,863,144		1,871,716
Net cash provided by financing activities		2,369,622		964,692
(Decrease) increase in cash		(158,473)		70,499
(Decrease) increase in cash		(89,399)		(12,215)
Cash at beginning of period		213,988		45,499
Cash at end of period	$	~~124~~55,~~589~~515	$	33115,~~284~~998

See Accompanying Notes to Condensed Consolidated Financial Statements.

CITY CAPITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(~~continued~~Continued)

		For the six months ended
		For the nine months ended
		June 30,
		September 30,
		2009		2008
Supplemental disclosure of cash flow information
Interest paid	$	~~167~~214,~~005~~204	$	94177,~~476~~635
Income taxes paid	$	--	$	--
Non-cash investing and financing activities:
Accrued interest added to note payable	$	31,000	$	--
Note receivable and interest income exchanged for accounts
payable accrued expenses and debt	$	--		~~146~~102,~~991~~786
Note payable effective September 2009, but funds received October2009	$	72,000		--
Equity in subsidiary in exchange for note payable	$	125,000	$	--
Conversion of unsecured liability to note payable	$	--	$	40,000
Accrued consulting – related party converted to a note payable	$	--	$	100,000
Stock receivable from excess shares issued for compensation agreement	$	--	$	2,115
Release of stock payable	$	--	$	12,023
Re-classification of the subsidiaries of City Juice and City Laundry to assets held for sale, net	$	~~490~~497,~~015~~702	$	--

See Accompanying Notes to Condensed Consolidated Financial Statements .

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

Basis of Presentation and Organization.

The accompanying unaudited condensed consolidated financial statements of City Capital Corporation, a Nevada corporation (“Company”), have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, these interim condensed consolidated financial statements should be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its December 31, 2008 Annual Report on Form 10-K as may be amended. Operating results for the period ended ~~June~~September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. 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.

Subsidiaries:

Goshen Energy, Inc. (“Goshen”), a Nevada corporation organized on August 10, 2006, engages in the buying, selling, and drilling of oil and gas. The Company is also actively engaged in the exploration of bio fuel development and production opportunities domestically and globally through available business opportunities.

City Laundry Services, LLC (“City Laundry”), a Missouri limited liability company, organized on January 22, 2009 engages in purchasing businesses in the cleaning arena. City Laundry purchased 100% of the assets in ~~39 th~~39th Street Laundromat (“39th Street”), a Missouri company on February 6, 2009, and 100% of the assets in Blue Ridge Cleaners (“Blue Ridge”), a Missouri company on March 23, 2009. On April 24, 2009 the Company purchased a 100% of the assets of an express laundry location (“Express Cleaners”) in Kansas. All subsidiaries of City Laundry are available for sale as the normal course of business of City Capital is the development, growth and sale of operating companies. In November 2009 the Company sold 39th Street and Blue Ridge.

City Juice Systems KS, LLC (“City Juice”), a Kansas limited liability company, organized on February 16, 2009 engages in purchasing businesses in the food and beverage arena. On February 20, 2009, City Juice purchased 100% of the assets in L.A. Juice Company, Inc. (“L.A. Juice”), a Kansas corporation, and 100% of the assets of Blends 101, LLC (“L.A. Juice 2”), a Kansas limited liability company. L.A. Juice 2 closed in August 2009, and ~~both~~L.A. ~~subsidiaries of City~~ Juice ~~are~~is available for sale as the normal course of business of City Capital is the development, growth and sale of operating companies.

City Beauty Systems, LLC (“City Beauty”), a Missouri limited liability company, organized on March 31, 2009 engages in purchasing businesses in the health and beauty arena. The Company is exploring new revenue opportunities and markets for this subsidiary.

City Capital Petroleum, LLC (“City Petroleum”), a New York limited liability company, was originally organized in Missouri on January 26, 2009, and dissolved and re-organized in New York on April 10, 2009. City Petroleum engages in purchasing businesses in the oil and gas industry. On April 3, 2009, City Petroleum purchased 100% of the assets at a gas station and convenience store located in Brookhaven, New York (“O.K. Petroleum”).

~~Nitty~~Clean ~~Gritty~~Sweep Holdings Group, LLC (“~~Nitty~~Clean ~~Gritty~~Sweep”), a ~~Missouri~~North Carolina limited liability company, organized on ~~October~~November 63, ~~2008~~2009 ~~provides~~engages ain ~~subscription~~opening ~~based~~and ~~online~~purchasing ~~forum,~~business ~~social~~that ~~network,~~operate ~~and~~technology ~~training~~centers. This ~~network~~subsidiary ~~where~~currently ~~members~~has ~~learn~~one ~~"All~~location ~~Things~~in ~~Internet~~Texas ~~Marketing”~~which opened in October 2009. On November 9, 2009, Clean Sweep purchased 100% of the assets of Main Street Sweepstakes (“Main Street”) located in Rolesville, North Carolina from an

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Aindividual. ~~33%~~On ~~interest~~December ~~and~~28, ~~managing~~2009, ~~member~~Clean inSweep ~~The~~purchased ~~Millionaire~~100% ~~Lifestyle~~of ~~Group,~~the ~~LLC~~assets of Walnut Cove Sweepstakes (~~"Millionaire"~~“Walnut Cove”), alocated ~~Missouri~~in ~~limited~~Walnut ~~liability company~~Cove, ~~organized~~North ~~August~~Carolina ~~21,~~from ~~2008~~an individual, aand ~~web~~Coffee ~~based~~& ~~initiative~~Calls, ~~that~~(Coffee ~~provides~~& ~~self-help~~Calls”) ~~mentoring~~located ~~and~~in ~~training~~Kernersville, ~~seminars~~North Carolina.

ANitty ~~2.18% interest and managing member in NYC Liquidation Group~~Gritty, LLC (“~~NYC~~Nitty ~~Liquidation Group~~Gritty”), a ~~New~~Missouri ~~York~~ limited liability company, organized ~~January~~on 5,October ~~2009. On January 16~~6, ~~2009,~~2008 ~~NYC~~provides ~~Liquidation~~a ~~Group~~subscription ~~purchased~~based ~~100%~~online ~~of the assets in Ichiban Ventures~~forum, ~~Inc.~~social ~~(“Ichiban”)~~network, aand ~~New~~training ~~York~~network ~~corporation~~where ~~that~~members ~~owns~~learn ~~two~~"All ~~retail~~Things ~~EBay~~Internet ~~drop off locations~~Marketing”. ~~The~~This ~~two~~subsidiary ~~locations~~has ~~were~~been ~~closed~~reclassified ~~and~~to ~~the~~available ~~EBay~~for ~~stores~~sale ~~discontinued~~ in ~~July~~connection ~~2009,~~with the ~~existing locations are being renovated and outfitted for a profitable venture in the gaming arena. The~~ Company’s iscommitment ~~awaiting~~to ~~licensing~~sell ~~approval in~~ the ~~New York area~~subsidiary.

A 4033% interest and managing member in The ~~Male~~Millionaire ~~Room~~Lifestyle Group, LLC (~~“The Male Room”~~"Millionaire"), a ~~New~~Missouri ~~York~~ limited liability company, organized onAugust ~~March 9~~21, ~~2005~~2008, a web based initiative that provides ~~salon~~self-help ~~services~~mentoring toand ~~males~~training seminars. This subsidiary was fully impaired as of September 30, 2009 due to the cessation of operations of Millionaire in December 2009.

A 2.18% interest and managing member in NYC Liquidation Group, LLC (“NYC Liquidation Group”), a New York limited liability company, organized January 5, 2009. On January 16, 2009, NYC Liquidation Group purchased 100% of the assets in Ichiban Ventures, Inc. (“Ichiban”), a New York corporation that owns two retail EBay drop off locations. The two locations were closed and the EBay stores discontinued in July 2009.

A 40% interest in The Male Room, LLC (“The Male Room”), a New York limited liability company, organized on March 9, 2005, that provides salon services to males. The subsidiary was fully impaired as of September 30, 2009 due to the cessation of operations in December 2009

A 20% interest in St. Clair Superior Apartment, Inc. (“St. Clair Superior”), an Ohio corporation organized February 23, 2000, which operates an apartment complex.

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

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

Reclassifications.

The Company reclassified revenues and cost of revenues to discontinued operations related to St. Clair Superior, in connection with the sale of a majority of the Company’s ownership rights of the subsidiary on January 30, 2009.

Additionally, the revenues and expenses of Millionaire have been reclassified to discontinued operations in connection with the deconsolidation and impairment of the subsidiary on September 30, 2009, upon the Company’s determination that it no longer had control over the day to day operations and the cessation of operations in December 2009.

Cash and Equivalents.

For the Statement of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of ~~June~~September 30, 2009 or December 31, 2008.

Concentrations.

The Company maintains cash balances at highly-rated financial institutions throughout the United States. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of ~~June~~September 30, 2009 and December 31, 2008 the Company had zero and one bank account in excess of $250,000. The Company has not experienced any losses in such account.

Inventory - Homes For Sale.

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

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

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Accounts Receivable.

Accounts receivable relate to the Company’s subsidiary, O.K. Petroleum, and are evaluated each accounting period for collectability. Accounts receivables are due to timing differences of customer payments by credit cards and the processing of the transactions. The Company believes that its credit risk for accounts receivable is limited because of its large number of customers and the relatively small account balances for most of its customers.

Inventory - Homes For Sale.

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

Inventory – Food and Beverage.

Inventory – food and beverage is stated at the lower of cost (on a first-in, first-out basis) or market and consist primarily of restaurant food, paper, equipment and supplies. Food and beverage inventory for L.A. Juice has been re-classified as assets held for sale in connection with the Company’s commitment to sell L.A. Juice. As of September 30, 2009, the Company’s subsidiary O.K. Petroleum had $11,158 of food and beverage inventory attributed to the convenience store.

Inventory – Gas ~~and oil~~.

Inventory – Gas ~~and oil is~~ stated at the lower of cost (on a last-in, first-out basis) or market and consists primarily of gasoline.

Property and Buildings.

Property and buildings is stated at cost and is depreciated over the estimated useful lives of the related assets using the straight-line method. As of September 30, 2009 the Company had no property or buildings.

Goodwill and Intangibles.

Goodwill represents the excess of purchase price over tangible and other intangible assets acquired less liabilities assumed arising from business acquisitions. The remaining useful life of the intangible asset is evaluated at least annually for impairment. As of ~~June~~September 30, 2009 the goodwill for ~~all~~L.A. ~~City~~Juice ~~Laundry~~ and City Juice subsidiaries have been ~~re-classed~~reclassified to assets held for sale in connections with the Company’s commitment to sell the entities. The Company has also expensed to discontinued operations the entire goodwill and intangible balance of Ichiban in connection with the discontinuation of the EBay store ~~location~~locations and L.A. Juice 2 in connection with the closure in August 2009.

As of September 30, 2009, the Company has reclassified the domain of Nitty Gritty to assets held for sale in connection with the Company’s commitment to sell the subsidiary.

Fair Value of Financial Instruments.

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

Derivatives.

The Company occasionally issues financial instruments that contain an embedded instrument, such as a conversion feature. At inception, the Company assesses whether the economic characteristics of the embedded derivative instrument are clearly and closely related to the economic characteristics of the financial instrument (host contract), whether the financial instrument that embodies both the embedded derivative instrument and the host contract is currently measured at fair value with changes in fair value reported in earnings, and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument.

If the embedded derivative instrument is determined not to be clearly and closely related to the host contract, is not currently measured at fair value with changes in fair value reported in earnings, and would qualify as a derivative instrument, the embedded derivative instrument is recorded apart from the host contract and carried at fair value with changes recorded in current-period earnings. As of June 30, 2009 and December 31, 2008, the Company determined that the conversion feature of its convertible debentures qualified for this treatment. The change in the fair value of debt derivative as reported in the Company’s condensed consolidated statements of operations was ($69,966) and $245,589 as of June 30, 2009 and 2008, respectively.

Debt Modification.

If at any time the Company is not able to pay back outstanding debt upon the maturity date, the Company actively works with the note holder to modify the terms of the agreement. All modifications to debt are evaluated for debt extinguishment in accordance with Emerging Issues Task Force (“EITF”) No. 96-19, “Debtor’s Accounting for a

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~Modification or Exchange of Debt Instrument~~Derivatives.~~” During the first quarter of fiscal year 2009, no modified debt instruments met the qualifications for recognition as an extraordinary gain or loss.~~

If the embedded derivative instrument is determined not to be clearly and closely related to the host contract, is not currently measured at fair value with changes in fair value reported in earnings, and would qualify as a derivative instrument, the embedded derivative instrument is recorded apart from the host contract and carried at fair value with changes recorded in current-period earnings. As of September 30, 2009 and December 31, 2008, the Company determined that the conversion feature of its convertible debentures qualified for this treatment. The change in the fair value of debt derivative as reported in the Company’s condensed consolidated statements of operations was $1,025 and $56,829 as of September 30, 2009 and 2008, respectively.

Debt Modification.

If at any time the Company is not able to pay back outstanding debt at the maturity date, the Company actively works with the note holder to modify the terms of the agreement. All modifications to debt are evaluated for debt extinguishment as required by the Debt Topic of the FASB Codification.

As of September 30, 2009 and 2008 the Company recorded $0 and $879,632 as gain on extinguishment of debt.

Stock Based Compensation.

~~Shares~~Stock ofbased ~~the~~compensation ~~Company’s~~is ~~common~~accounted ~~stock~~for ~~were~~using ~~issued~~the ~~for~~Equity-Based ~~services. These~~Payments ~~issuances~~to ~~are~~Non-Employee ~~valued~~Topic ator the ~~fair~~Sock ~~market~~Compensation ~~value~~Topic of the ~~services~~FASB ~~provided~~ASC, ~~and~~which establishes standards for the ~~number~~accounting offor ~~shares~~transactions ~~issued~~in iswhich ~~determined~~an ~~based~~entity ~~upon~~exchanges ~~what~~its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the ~~price~~fair value of the ~~common~~entity’s ~~stock~~equity isinstruments onor that may be settled by the ~~date~~issuance of ~~each~~those ~~respective~~equity ~~transaction~~instruments. ~~For~~ ~~those~~We ~~transactions~~determine ~~without~~the avalue ~~fair~~of ~~market~~stock ~~value~~issued inat the ~~service~~date ~~contract,~~of ~~the~~grant. ~~Company~~We ~~values~~also ~~the~~determine ~~shares~~at ~~issued~~the ~~for~~date ~~services~~of atgrant the value of stock at fair market value or the value of ~~its~~services ~~common~~rendered ~~stock~~(based on ~~the~~contract ~~grant~~or ~~date~~otherwise) whichever is more readily determinable.

Revenue Recognition.

Revenue for the Company is generated from the commissions earned through the credit-investor relations’ program. The Company assists buyers in finding properties for purchase from partnering lenders. Revenue from commissions is recognized and earned upon the closing of escrow, at which time the Company receives a percentage of the proceeds.

Home sale revenue is recognized at the time of the closing of the sale, when title to and possession of the property are transferred to the buyer. Buyers are required to obtain independent financing for purchase of the Company’s real estate properties.

Revenues from the self enrichment, food and beverage, laundry, ~~oil and~~ gas and retail segments arise from the sale of merchandise and services. We recognize revenue when the customer takes possession of the merchandise, shipment of merchandise, or in the case of services, at the time the service is provided.

All revenues that are not generated through real estate renovation and sales, or sale of merchandise and services are classified as other revenue and recognized when the earning process is complete. The earning process is complete when there is existence of an arrangement, delivery has occurred or services rendered, the price is fixed or determinable and the collectability of the revenue is reasonable.

Non-Controlling Interest

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin (“ARB”) No. 51” (“SFAS 160”). SFAS 160 requires companies with noncontrolling interests to disclose such interests clearly as a portion of equity but separate from the parent’s equity. The noncontrolling interest’s portion of net income must also be clearly presented on the condensed consolidated statement of operations. We have recorded a deficit of $334,711 as a result of the Company’s non-controlling interest in Millionaire and NYC Liquidation Group.

Loss Per Share.

Net loss per share is calculated in accordance with SFAS 128, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Potentially dilutive common shares consist of employee stock options and stock issuable upon conversion of convertible debentures, and are excluded from the diluted earnings per share computation in periods where the Company has incurred a net loss.

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Non-Controlling Interest

As required by the Consolidation Topic of the FASB Codification, the Company discloses such interests clearly as a portion of equity but separate from the parent’s equity. The noncontrolling interest’s portion of net income must also be clearly presented on the Consolidated Statement of Operations. Effective September 30, 2009, the Company deconsolidated Millionaire due to the lack of control over the entity. We have recorded $126,872 as a result of the Company’s non-controlling interest in NYC Liquidation Group.

Loss Per Share.

Net loss per share is calculated as required by the Earning Per Share Topic of the FASB Codification. The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Potentially dilutive common shares consist of employee stock options and stock issuable upon conversion of convertible debentures, and are excluded from the diluted earnings per share computation in periods where the Company has incurred a net loss.

Investment in Unconsolidated Investee.

Entities in which the Company does not have a controlling financial interest (and therefore are not consolidated) but in which the Company exerts significant influence (generally defined as owning a voting interest of 20% to 50%, or a partnership interest greater than 3%) are accounted for ~~under~~as ~~Accounting~~required ~~Principles~~by ~~Board~~the ~~(“APB”)~~Investments-Equity ~~Opinion~~Method ~~No. 18,~~and ~~“The~~Joint ~~Equity~~Venture ~~Method~~Topic of ~~Accounting~~the ~~for~~FASB ~~Investments~~Codification. As inof ~~Common~~September ~~Stock”. The~~30, 2009 the Company accounts for its investments in ~~The Male Room and~~ St. Clair Superior under the equity method of accounting and records its share of income as a component within the Consolidated Statement of Operations. The Company fully impaired The Male Room as of September 30, 2009 due to the closure of the businesses in December 2009. In addition, the Company fully impaired Millionaire Lifestyle as of September 30, 2009 due to its cessation of operations in December 2009.

Fair Value Accounting.

InAs ~~September~~required ~~2006,~~by the ~~FASB~~Fair ~~issued~~Value ~~SFAS~~Measurements ~~157,~~and ~~“Fair~~Disclosures ~~Value~~Topic ~~Measurements.” SFAS~~of ~~157~~the ~~defines~~FASB Codification, fair value, ~~establishes~~is ameasured ~~framework~~based ~~for~~on ~~measuring~~a three-tier fair value inhierarchy, ~~generally~~which ~~accepted~~prioritizes ~~accounting~~the ~~principles,~~inputs ~~and~~used ~~expands~~in ~~disclosures~~measuring ~~about~~ fair value ~~measurements. The~~as ~~provisions~~follows: of(Level ~~SFAS 157 were adopted January~~ 1,) ~~2008. In~~observable ~~February~~inputs ~~2008,~~such ~~the~~as ~~FASB~~quoted ~~staff~~prices ~~issued~~in ~~Staff~~active ~~Position~~markets; (~~“FSP”)~~Level ~~No. 157-~~2) inputs, ~~“Effective~~other ~~Date~~than ~~of FASB Statement No. 157.” FSP No. 157-2 delayed~~ the ~~effective~~quoted ~~date~~prices ofin ~~SFAS~~active ~~157 for non-financial assets and non-financial liabilities~~markets, ~~except for items~~ that are ~~recognized~~observable oreither ~~disclosed~~directly ator ~~fair~~indirectly; ~~value~~and in(Level ~~the~~3) ~~financial~~unobservable ~~statements~~inputs onin awhich ~~recurring~~there ~~basis~~is ~~(at~~little ~~least~~or ~~annually). The~~no ~~provisions~~market ofdata, SPwhich ~~No.~~require ~~157-2 are effective for~~ the ~~Company’s~~reporting ~~fiscal~~entity ~~year~~to ~~beginning~~develop ~~January 1,~~its ~~2009.~~own assumptions.

SFAS 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under SFAS 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).

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

~~New Accounting Pronouncements~~Adopted

InOn ~~April~~ September 30, 2009, the ~~FASB~~Company ~~issued~~adopted ~~FASB~~changes ~~Staff~~issued ~~Position~~by ~~107-1~~the ~~and~~Financial Accounting ~~Principles~~Standards Board ~~28-1,~~("FASB") ~~“Interim~~to ~~Disclosures~~the ~~about~~authoritative ~~Fair~~hierarchy ~~Value~~ of ~~Financial~~GAAP. ~~Instruments,”~~These ~~(“FSP~~changes ~~107-1”).~~establish ~~FSP~~the ~~107-1~~FASB ~~amends~~Accounting ~~SFAS~~Standards ~~107,~~CodificationTM ~~“Disclosures~~("Codification") ~~About~~as ~~Fair~~the ~~Value~~source of ~~Financial~~authoritative ~~Instruments,”~~accounting toprinciples ~~require~~recognized ~~disclosures~~by ~~about~~the ~~fair~~FASB ~~value~~to ofbe ~~financial~~applied ~~instruments~~by ~~for~~nongovernmental ~~interim~~entities ~~reporting~~in ~~periods~~the preparation of ~~publicly~~financial ~~traded~~statements ~~companies as well as~~ in ~~annual~~conformity ~~financial~~with ~~statements~~GAAP. ~~FSP~~Rules ~~107-1~~and ~~also~~interpretive ~~amends~~releases ~~APB~~of ~~Opinion~~the ~~No. 28,~~Securities ~~“Interim~~and ~~Financial~~Exchange ~~Reporting,”~~Commission to("SEC") ~~require~~under ~~those~~authority ~~disclosures~~of infederal ~~summarized~~securities ~~financial~~laws ~~information~~are atalso ~~interim~~sources ~~reporting~~of ~~periods.~~authoritative ~~FSP~~GAAP ~~107-1 is effective~~ for ~~interim~~SEC ~~reporting periods ending after June 15, 2009~~registrants. ~~FSP107-1~~The ~~does~~FASB ~~not~~will ~~require~~no ~~disclosures~~longer ~~for~~issue ~~earlier~~new ~~periods~~standards ~~presented~~in ~~for~~the ~~comparative~~form ~~purposes~~of atStatements, ~~initial~~FASB ~~adoption.~~Staff ~~In periods after initial adoption~~Positions, ~~this~~or ~~FSP~~Emerging ~~requires~~Issues ~~comparative~~Task ~~disclosures~~Force ~~only~~Abstracts; ~~for~~instead ~~periods~~the ~~ending~~FASB ~~after~~will issue

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~initial~~Accounting ~~adoption~~Standards Updates. ~~The~~Accounting ~~Company~~Standards ~~adopted~~Updates ~~FSP~~will ~~107-1~~not be authoritative in ~~the~~their ~~second~~own ~~quarter~~right ofas ~~2009~~they will only serve to update the Codification. ~~FSP~~These ~~107-1~~changes ~~did~~and the Codification itself do not ~~have~~change aGAAP. ~~material~~Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the ~~financial~~Financial ~~statements~~Statements.

In April 2009, the FASB issued ~~FASB~~authoritative ~~Staff~~guidance ~~Positions~~for ~~115-2~~"Interim ~~and~~Disclosures ~~124-2,~~about ~~“Recognition~~Fair ~~and~~Value ~~Presentation~~ of ~~Other-Than-Temporary~~Financial ~~Impairments”~~Instruments," ~~(“FSP~~which ~~115-2~~requires ~~and~~disclosures ~~124-2”).~~about ~~FSP 115-2~~fair ~~and~~value ~~124-2~~of ~~amends~~financial ~~the~~instruments ~~other-than-temporary impairment guidance~~ for ~~debt~~interim ~~securities~~reporting toperiods ~~make~~of ~~the~~publicly ~~guidance~~traded ~~more~~companies ~~operational~~as ~~and~~well toas ~~improve~~in ~~the~~annual ~~presentation~~financial ~~and~~statements. ~~disclosure~~This ofguidance ~~other-than-temporary~~also ~~impairments~~requires onthose ~~debt~~disclosures ~~and~~to ~~equity~~be ~~securities~~ in ~~the~~summarized financial ~~statements.~~information ~~FSP 115-2~~at ~~and~~interim ~~124-2~~reporting ~~does~~periods. ~~not~~This ~~amend~~guidance ~~existing~~is ~~recognition~~effective ~~and~~for ~~measurement~~interim ~~guidance~~reporting ~~related~~periods toending ~~other-than-temporary~~after ~~impairments~~June of15, ~~equity securities~~2009. The Company adopted ~~FSP~~this ~~115-2~~guidance ~~and 124-2~~ in the second quarter of 2009. ~~FSP 115-2~~ and ~~124-2~~it did not have a material impact on the financial statements.

In April 2009, the FASB issued ~~FASB~~authoritative ~~Staff~~guidance ~~Position~~for ~~157-4, “Determining Fair Value When~~ the ~~Volume~~"Recognition and ~~Level~~Presentation of ~~Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” (“FSP 157~~Other-~~4”). FSP 157~~Than-4Temporary ~~provides~~Impairments" ~~additional~~in ~~guidance~~order ~~for~~to ~~estimating~~make ~~fair~~existing ~~value~~guidance inmore ~~accordance~~operational ~~with~~and ~~SFAS~~to ~~No. 157,~~improve ~~“Fair Value Measurements,” when~~ the ~~volume~~presentation and ~~level~~disclosure of ~~activity for the asset or liability have significantly decreased. FSP 157~~other-4than-temporary ~~also~~impairments ~~includes guidance~~ on ~~identifying~~debt ~~circumstances that indicate a transaction is not orderly. FSP 157-4 is effective for interim~~ and ~~annual~~equity ~~reporting~~securities ~~periods~~in ~~ending~~the ~~after~~financial ~~June 15, 2009~~statements. The Company adopted ~~FSP~~this ~~157-4~~guidance in the second quarter of 2009. ~~FSP~~and ~~107-1~~it did not have a material impact on the financial statements.

In ~~June~~April 2009, the FASB issued ~~SFAS~~authoritative ~~165,~~guidance ~~“Subsequent~~for ~~Events,”~~"Determining ~~SFAS~~Fair ~~165~~Value ~~establishes~~When ~~general~~the ~~standards~~Volume and Level of ~~accounting~~Activity for the Asset or Liability Have Significantly Decreased and ~~disclosure~~Identifying ofTransactions ~~events~~That ~~that~~Are ~~occur~~Not ~~after~~Orderly." ~~the~~This ~~balance~~guidance ~~sheet~~provides ~~date~~additional ~~but~~direction ~~before~~for ~~financial~~estimating ~~statements~~fair ~~are~~value ~~issued~~in oraccordance ~~are~~with ~~available~~established toguidance befor ~~issued~~"Fair Value Measurements," when the volume and level of activity for the asset or liability have significantly decreased. ~~SFAS~~This ~~165~~guidance ~~applies~~also toincludes ~~both~~direction ~~interim~~on ~~financial~~identifying ~~statements~~circumstances ~~and~~that ~~annual~~indicate ~~financial~~a ~~statements~~transaction is not orderly. ~~SFAS~~This ~~165~~guidance is effective for interim orand annual ~~financial~~reporting periods ending after June 15, 2009. ~~SFAS~~The ~~165~~Company ~~does~~adopted this guidance in the second quarter of 2009 and it did not have a material impact on ~~our~~the financial statements.

In June 2009, the FASB issued ~~SFAS 166,~~authoritative ~~“Accounting~~guidance ~~for~~which ~~Transfers~~establishes ofgeneral ~~Financial~~standards ~~Assets, an amendment to SFAS No. 140,” (“SFAS 166”). SFAS 166 eliminates the concept~~ of aaccounting ~~“qualifying special-purpose entity,” changes the requirements~~ for ~~derecognizing financial assets,~~ and ~~requires~~disclosures ~~additional~~of ~~disclosures~~events inthat ~~order~~occur toafter ~~enhance~~the ~~information~~balance ~~reported~~sheet todate ~~users~~but ofbefore financial statements byare ~~providing~~issued ~~greater~~or ~~transparency~~are ~~about~~available ~~transfers~~to ofbe ~~financial~~issued. ~~assets,~~This ~~including~~guidance ~~securitization~~applies ~~transactions,~~to ~~and~~both aninterim ~~entity’s~~financial ~~continuing~~statements ~~involvement in~~ and ~~exposure~~annual ~~to the risks related to transferred~~ financial ~~assets.~~statements ~~SFAS~~and ~~166~~ is effective for ~~fiscal~~interim ~~years~~or ~~beginning~~annual financial periods ending after ~~November~~ June 15, 2009. ~~The~~ ~~Company~~This ~~will~~guidance ~~adopt SFAS 166 in fiscal 2010. The Company~~ does not ~~expect that the adoption of SFAS 166 will~~ have a material impact on ~~the~~our ~~consolidated~~ financial statements.

In June 2009, the FASB issued SFAS 167, “Amendments to FASB Interpretation No. 46(R),” (“SFAS 167”). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 167 will have a material impact on the consolidated financial statements. Issued

In June 2009, the FASB issued ~~SFAS~~authoritative ~~168,~~guidance ~~“The~~for ~~FASB~~ "Accounting ~~Standards~~for ~~Codification~~Transfers ~~and the Hierarchy~~ of ~~Generally~~Financial ~~Accepted Accounting Principles~~Assets,”" ~~(“SFAS~~which ~~168”).~~eliminates ~~SFAS~~the ~~168~~concept ~~replaces~~of ~~FASB~~a ~~Statement~~"qualifying ~~No. 162~~special-purpose entity," ~~“The~~changes ~~Hierarchy~~the ofrequirements ~~Generally~~for ~~Accepted~~derecognizing ~~Accounting~~financial ~~Principles”~~assets, and ~~establishes~~requires ~~the~~additional ~~FASB~~disclosures ~~Accounting~~in ~~Standards~~order ~~Codification~~to ~~(“Codification”)~~enhance asinformation ~~the~~reported ~~source~~to users of ~~authoritative~~financial ~~accounting~~statements ~~principles~~by ~~recognized~~providing bygreater ~~the~~transparency ~~FASB~~about totransfers beof ~~applied~~financial byassets, ~~nongovernmental~~including ~~entities~~securitization intransactions, ~~the~~and ~~preparation~~an ofentity's ~~financial~~continuing ~~statements~~involvement in ~~conformity~~and ~~with~~exposure ~~generally~~to ~~accepted~~the ~~accounting~~risks ~~principles~~related ~~(“GAAP”)~~to transferred financial assets. ~~SFAS~~This ~~168~~guidance is effective for ~~interim~~fiscal ~~and~~years ~~annual~~beginning ~~periods ending~~ after ~~September~~ November 15, 2009. The Company will ~~begin~~adopt tothis ~~use~~guidance ~~the new Codification when referring to GAAP~~ in ~~its~~fiscal ~~interim~~2010 ~~report~~and ondoes ~~Form~~not ~~10-Q~~expect ~~for~~that the ~~period~~adoption ~~ended September 30, 2009. This~~ will ~~not~~ have ana material impact on the consolidated ~~results~~financial ~~of the Company~~statements.

In June 2009, the FASB issued authoritative guidance amending existing guidance. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. This guidance is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt this guidance in fiscal 2010. The Company does not expect that the adoption will have a material impact on the consolidated financial statements.

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2. GOING CONCERN

The Company generated revenues of $~~873~~1,~~432~~901,804 during the ~~six~~nine months ended ~~June~~September 30, 2009; however, the Company will continue to be dependent upon its ability to obtain additional debt or equity financing to accomplish its business strategy and to ultimately achieve profitable operations. As shown in the accompanying interim condensed consolidated financial statements, the Company has incurred a net loss of $24,~~538~~691,~~419~~973 for the ~~six~~nine months ended ~~June~~September 30, 2009 and has reported an accumulated deficit of $1416,~~690~~844,~~613~~167 as of ~~June~~September 30, 2009. This raises substantial doubt as to the Company’s ability to continue as a going concern. The Company is dependent on more fully implementing the Company’s business plan as described in the Company’s 2008 Form 10-K. 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

InAs ~~accordance~~required ~~with~~by ~~SFAS~~the ~~No.~~Fair ~~157~~Value Measurements and Disclosures Topic of the FASB Codification, the table below sets forth the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy. AsAssets ~~required by SFAS No. 157, assets~~ and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

	Fair Value at June 30, 2009
	Fair Value at September 30, 2009
	Total	Level 1	Level 2	Level 3
Assets:
None	$ --	$ --	$ --	$ --
	$ --	$ --	$ --	$ --
Liabilities:
Debt derivative	$ 34104,~~990~~981	$ 34104,~~990~~981	$ --	$ --
	$ 34,990	$ 34,990	$ --	$ --
	$ 104,981	$ 104,981	$ --	$ --

NOTE 4. NOTE RECEIVABLE ~~- RELATED PARTY TRANSACTION~~

AsRelated of June 30, 2009 the Company holds a note receivable from AmoroCorp with an outstanding balance of $1,762,636. The President of the Company is also the President and a majority preferred shareholder of the debtor. The Company’s President has agreed to apply any accrued unpaid officer compensation received from City Capital Corporation to this receivable at each quarter period end, at his sole discretion.party

~~This~~As ~~note~~of ~~receivable~~September ~~decreased~~30, ~~for~~2009 the ~~six~~Company ~~months~~holds ~~ended~~a ~~June~~note ~~30,~~receivable ~~2009~~from byAmoroCorp with an outstanding balance of $~~162~~1,~~095~~700,309. ~~due~~The toPresident of the ~~following~~Company ~~components:~~is also the President and a majority preferred shareholder of the debtor. The Company’s President has agreed to apply any accrued unpaid officer compensation received from City Capital Corporation to this receivable at each quarter period end, at his sole discretion.

Balance at December 31, 2008	$ 1,924,731
Increase in note due to payables paid on behalf of AmoroCorp by the Company	96,541
Decrease in note due to partial payment	(253,636)
Balance at June 30, 2009	$ 1,762,636

This note receivable decreased for the nine months ended September 30, 2009 by $224,422 due to the following components:

Additionally, the Company holds two notes receivables for two unrelated parties of $10,000 and $8,000.


Balance at December 31, 2008	$ 1,924,731
Increase in note due to payables paid on behalf of AmoroCorp by the Company	35,608
Decrease in note due to partial payment	(260,030)
Balance at September 30, 2009	$ 1,700,309

	June 30, 2009	December 31, 2008
Note receivable to a third party, principal and interest of 12% due in one lump sum in August 2009.	$ 10,000	$ 10,000
Note receivable to a third party, interest of 10% payable semi annually, and principal due in one lump sum due in October 2009.	8,000	8,000
Balance at June 30, 2009 and December 31, 2008	$ 18,000	$ 18,000

CITY CAPITAL CORPORATION

~~CONDENSED~~NOTES ~~CONSOLIDATED~~TO ~~STATEMENTS OF CASH FLOWS~~CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Other

Additionally, the Company holds two notes receivables for two unrelated parties of $10,000 and $8,000.


	September 30, 2009	December 31, 2008
Note receivable to a third party, principal and interest of 12% due in one lump sum in August 2009. (1)	$ 11,364	$ 10,000
Note receivable to a third party, interest of 10% payable semi annually, and principal due in one lump sum due in October 2009. (1)	8,778	8,000
Balance at September 30, 2009 and December 31, 2008	$ 20,142	$ 18,000

(1)

The Company is currently renegotiating these receivables.

On September 22, 2009, the Company entered into a new debt agreement for $72,000 with a third party. Due to the funds not received until October 2010, the Company has presented this as an other receivable at September 30, 2009. As of December 31, 2008 the Company presented $40,000 as an other receivable in connection with a new debt agreement entered into on December 20, 2008, these funds were received in January 2009.

On September 30, 2009, the Company deconsolidated the subsidiary Millionaire Lifestyle, and concurrently impaired the receivable-related party of $37,782.

NOTE 5. INVENTORY - HOMES FOR SALE

The Company purchased three redevelopment houses in the Kansas City, Missouri real estate market during the third quarter of 2008. In March 2009 the second property was sold and recognized as home sales on the Company’s ~~condensed~~Condensed ~~consolidated~~Consolidated ~~statement~~Statement of ~~operations~~Operations.

NOTE 6. DECONSOLIDATION AND SALE OF ~~SUBSIDIARY~~SUBSIDIARIES

On January 30, 2009 the Company transferred 80% of its interest in its subsidiary, St. Clair Superior Apartment Inc. to a third party. Subsequent to the sale, the Company continues to hold a 20% non-controlling interest in the subsidiary and has recorded its investment under the equity method. Additionally, revenues and expenses for January 2009 have been presented as a loss from discontinued operations in the ~~consolidated~~Consolidated ~~statements~~Statements of ~~operations~~Operations ofamounting to $~~203~~1,~~785 as of June 30, 2009~~373. As of ~~June~~September 30, 2008, we reclassified all St. Clair Superior revenues and expenses to discontinued operations resulting in a loss from discontinued operations of $62101,~~094~~367.

In accordance with ~~FAS~~FASB ~~160~~authoritative guidance, the Company took the difference between the aggregate of the consideration received of $350,000 plus the fair value of the retained 20% non-controlling interest in St. Clair Superior at the date of deconsolidation of $58,927 minus the net carrying amount of St. Clair Superior’s assets and liabilities of $62,523. This resulted in a gain on the deconsolidation of subsidiary of $346,404 as of ~~June~~September 30, 2009.

Gain on deconsolidation of ~~subsidiary~~St. Clair Superior was calculated as the following on the date of sale:

St. Clair Superior	January 30, 2009
Assets
Current assets	$ 23,460
Land	113,400
Building	494,000
Intangibles	32,882
Total Assets	663,742
Liabilities
Current liabilities	(54,004)
Notes payable	(315,101)
Total liabilities	(369,105)
Fair market value of net assets	294,637
20% retained by Company	$ 58,927
Fair value of consideration received	350,000
20% retained by Company	58,927
Total	408,927
Carrying amount of subsidiary assets and liabilities	(62,523)
Gain on deconsolidation of subsidiary	$ 346,404

In September and October 2009 the Company committed to make available the sale of all of City Juice’s subsidiary, L.A. Juice, and City Laundry’s subsidiaries, 39^th Street, Blue Ridge, and Express Cleaners. Due to the commitment to sell, the assets and liabilities of these subsidiaries have been presented as assets held for sale. Additionally, revenues and expenses have been presented as a loss on discontinued operations in the consolidated statement of operations of for the nine months ended September 30, 2009.

In September and October 2009 the Company committed to make available the sale of all of City Juice’s subsidiaries, L.A. Juice and L.A. Juice 2, and City Laundry’s subsidiaries, 39 th Street, Blue Ridge, and Express Cleaners. Due to the commitment to sell, the assets and liabilities of these subsidiaries have been presented as assets held for sale. Additionally, revenues and expenses have been presented as a loss on discontinued operations in the consolidated statement of operations of $203,785 as of June 30, 2009.

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following assets and liabilities have been presented as assets held for sale, net of liabilities as of June 30, 2009.


St. Clair Superior	January 30, 2009
Assets
Current assets	$ 23,460
Land	113,400
Building	494,000
Intangibles	32,882
Total Assets	663,742
Liabilities
Current liabilities	(54,004)
Notes payable	(315,101)
Total liabilities	(369,105)
Fair market value of net assets	294,637
20% retained by Company	$ 58,927
Fair value of consideration received	350,000
20% retained by Company	58,927
Total	408,927
Carrying amount of subsidiary assets and liabilities	(62,523)
Gain on deconsolidation of subsidiary	$ 346,404

	June 30, 2009
Beginning balance of Assets held for sale	$ 53,807
Sale of 80% of Hodge School	(53,807)
Inventory- Juice	5,009
Inventory- Laundry	8,532
Prepaids- Juice	2,423
Security deposits- Juice	2,988
Security deposits- Laundry	15,717
Fixed assets, net- Juice	58,819
Fixed assets, net- Laundry	190,418
Intangible, net- Juice	26,086
Intangible, net- Laundry	59,306
Goodwill- Juice	4,846
Goodwill- Laundry	134,875
Accounts payable- Juice	(12,872)
Accounts payable- Laundry	(6,132)
Total assets held for sale as of June 30, 2009	$ 490,015

As of September 30, 2009 the Company has presented the intangible asset-domain names of its subsidiary Nitty Gritty to assets held for sale in connection with the Company’s commitment to sell the subsidiary.

The following assets and liabilities have been presented as assets held for sale, net of liabilities as of September 30, 2009.


Beginning balance of Assets held for sale at December 31, 2008	$ 53,807
Sale of 80% of Hodge School	(53,807)
Inventory- Juice	3,610
Inventory- Laundry	8,532
Prepaids- Juice	1,763
Prepaids- Laundry	2,172
Security deposits- Juice	2,988
Security deposits- Laundry	16,725
Fixed assets, net- Juice	35,142
Fixed assets, net- Laundry	190,418
Intangible, net- Juice	26,086
Intangible, net- Laundry	59,306
Goodwill- Juice	4,846
Goodwill- Laundry	134,875
Domain	50,000
Accounts payable- Juice	(18,660)
Accounts payable- Laundry	(20,101)
Total assets held for sale as of September 30, 2009	$ 497,702

On September 30, 2009 the Company deconsolidated its subsidiary Millionaire Lifestyle due to the determination that the Company no longer had control over the day to day management. Concurrent with the deconsolidation, the Company fully impaired the remaining receivable-related party and investment due to the discontinuation in December 2009.

In accordance with FASB authoritative guidance, the Company took the difference between the aggregate of the fair value of the retained 33.33% non-controlling interest in Millionaire at the date of deconsolidation of $8,948 and the carrying amount of any noncontrolling interest in the subsidiary at the date of deconsolidation of $34,317. The subsidiary had no assets and liabilities at the date of deconsolidation. This resulted in a gain on the deconsolidation

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

of subsidiary of $43,165 offset by the Company’s portion of discontinued operations as of September 30, 2009 of $17,108 to total $26,057 as of September 30, 2009. Concurrent with the deconsolidation, the Company impaired the

remaining receivable from Millionaire Lifestyle of $31,947 and investment in unconsolidated subsidiary of $13,949 due to the cessation of operations in December 2009. As of September 30, 2008, we reclassified all of Millionaire

Lifestyle’s revenues and expenses to discontinued operations resulting in a loss from discontinued operations of $7,100.

Gain on deconsolidation of Millionaire Lifestyle was calculated as follows:


The Millionaire Lifestyle Group	September 30, 2009
Assets
Current assets	$ 26,872
Total Assets	26,872
Liabilities
Current liabilities	--
Total liabilities	--
Fair market value of net assets	26,872
33.33% retained by Company	$ 8,948
Fair value of consideration received	--
33.33% retained by Company	8,948
Fair value of retained noncontrolling investment	34,217
Total gain	43,165
Carrying amount of subsidiary assets and liabilities	--
Gain on deconsolidation of subsidiary	$ 43,165

NOTE 7: ACQUISITION PURCHASES

On January 16, 2009, the Company’s subsidiary, NYC Liquidation purchased assets from Ichiban Ventures, Inc. for $222,758 which owns two retail EBay drop off locations. These assets have been impaired as of ~~June~~September 30, 2009 due to the ~~closer~~closure and discontinuation of the EBay drop off locations. ~~The~~In January 2010 the Company was released from one rental space lease. The other is ~~being~~in ~~converted~~negotiations ~~and~~to ~~repositioned~~be ~~into~~released ain ~~more~~the ~~profitable~~beginning ~~model~~of 2010.


Fixed assets	$ 31,693
Intangible- 3 year agreement not to compete	72,000
Goodwill	119,065
Total price	$ 222,758

On February 6, 2009, the Company’s subsidiary, City Laundry purchased assets from ~~39 th~~39th Street Laundromat for $97,625 which operates a laundromat in Missouri. These assets have been ~~re-classed~~reclassified to assets held for sale as of ~~June~~September 30, 2009 in connection with the Company’s commitment to sell ~~39 th~~39th Street. The subsidiary was sold to a third party in November 2009.


Fixed assets	$ 55,208
Intangible- 3 year agreement not to compete	5,000
Goodwill	37,417
Total price	$ 97,625

On February 20, 2009, the Company’s subsidiary, City Juice purchased assets from L.A. Juice Company, Inc. for $60,635 which operates a juice bar in Kansas. These assets have been ~~re-classed~~reclassified to assets held for sale as of ~~June~~September 30, 2009 in connection with the Company’s commitment to sell L.A. Juice.

Fixed assets	$ 28,556
Intangible- 2 year agreement not to compete	27,230
Goodwill	4,849
Total price	$ 60,635

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On March 23, 2009, the Company’s subsidiary, City Laundry purchased assets from Blue Ridge Cleaners for $148,500 which operates a laundromat in Missouri. These assets have been re-classed to assets held for sale as of June 30, 2009 in connection with the Company’s commitment to sell Blue Ridge.


Fixed assets	$ 28,556
Intangible- 2 year agreement not to compete	27,230
Goodwill	4,849
Total price	$ 60,635

On March 23, 2009, the Company’s subsidiary, City Laundry purchased assets from Blue Ridge Cleaners for $148,500 which operates a laundromat in Missouri. These assets have been reclassified to assets held for sale as of September 30, 2009 in connection with the Company’s commitment to sell Blue Ridge. The subsidiary was sold to a third party in November 2009.


Fixed assets	$ 53,142
Intangible- 3 year agreement not to compete	30,000
Goodwill	65,358
Total price	$ 148,500

On April 2, 2009, the Company’s subsidiary, City Juice purchased assets of L.A. Juice 2 for $3230,~~500~~000 which operates a juice bar in Kansas. ~~These~~The assets ~~have~~of ~~been~~L.A. ~~re-classed~~Juice to2 ~~assets~~have ~~held~~been ~~for~~fully ~~sale~~impaired as of ~~June~~September 30, 2009 indue ~~connection~~to ~~with~~ the ~~closing~~closure of ~~this~~the location ~~and~~in ~~the~~August ~~Company’s commitment to sell L~~2009.~~A. Juice 2.~~

Fixed assets	$ 2826,~~567~~067
Intangible- 2 year agreement not to compete	3,933
Total price	$ 3230,~~500~~000

On April 3, 2009, the Company’s subsidiary, City Petroleum purchased assets of O.K. Petroleum, gas stations in New York.


Fixed assets	$ 52,900
Inventory	50,000
Goodwill	337,100
Total price	$ 440,000

In April 24, 2009, the Company’s subsidiary City Laundry purchased the assets of Express Cleaners, a laundry drop off location in Kansas for $150,000. These assets have been ~~re-classed~~reclassified to assets held for sale in connection with the Company’s commitment to sell this location.


Fixed assets	$ 87,900
Intangible- 3 year agreement not to compete	30,000
Goodwill	32,100
Total price	$ 150,000

NOTE 8: FIXED ASSETS

On January 16, 2009, the Company’s subsidiary, NYC Liquidation purchased Ichiban Ventures, Inc. which owns a chain of retail EBay drop off locations. Purchased in the acquisition were assets with a fair value of $31,693. As of ~~June~~September 30, 2009 these assets have been discontinued in connection with the closure and discontinuation of the EBay retail drop off locations. ~~The~~In ~~actual~~January 2010 the Company was released from one rental space lease. The other is ~~being~~in ~~repositioned~~negotiations ~~into~~to abe ~~more~~released ~~profitable~~in ~~business~~the ~~model~~beginning of 2010.

On February 6, 2009, the Company’s subsidiary, City Laundry purchased 39 th Street Laundromat which operates a laundromat in Missouri. Purchased in the acquisition were assets with a fair value of $55,208. As of June 30, 2009 these assets have been re-classed to assets held for sale in connection with the Company’s commitment to sell 39 th Street.17

On February 20, 2009, the Company’s subsidiary, City Juice purchased L.A. Juice Company, Inc. which operates a juice bar in Kansas. Purchased in the acquisition were assets with a fair value of $28,556. An additional vehicle of $7,000 was purchased for this subsidiary. As of June 30, 2009 these assets have been re-classed to assets held for sale in connection with the Company’s commitment to sell L.A. Juice.

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On ~~March~~February 236, 2009, the Company’s subsidiary, City Laundry purchased ~~Blue~~39th ~~Ridge~~Street ~~Cleaners~~Laundromat which operates a laundromat in Missouri. Purchased in the acquisition were assets with a fair value of $5355,~~142~~208. As of ~~June~~September 30, 2009 these assets have been ~~re-classed~~reclassified to assets held for sale in connection with the Company’s commitment to sell ~~Blue~~39th ~~Ridge~~Street. The subsidiary was sold in November 2009.

On ~~April~~February 220, 2009, the Company’s subsidiary, City Juice purchased ~~assets of~~ L.A. Juice 2Company, Inc. which operates a juice ~~bare~~bar in Kansas. Purchased in the acquisition were assets with a fair value of $28,~~567~~556. An additional vehicle of $7,000 was purchased for this subsidiary. As of ~~June~~September 30, 2009 these assets have been ~~re-classed~~reclassified to assets held for sale in connection with the ~~closing of this location~~ Company’s commitment to sell L.A. Juice 2.

On March 23, 2009, the Company’s subsidiary, City Laundry purchased Blue Ridge Cleaners which operates a laundromat in Missouri. Purchased in the acquisition were assets with a fair value of $53,142. As of September 30, 2009 these assets have been reclassified to assets held for sale in connection with the Company’s commitment to sell Blue Ridge. The subsidiary was sold in November 2009.

On April 2, 2009, the Company’s subsidiary, City Juice purchased assets of L.A. Juice 2 which operates a juice bar in Kansas. Purchased in the acquisition were assets with a fair value of $28,567. Assets valued at $24,707 were fully impaired as of September 30, 2009 due to the closure of the location in August 2009. The remaining assets were moved to L.A. Juice and are included in assets held for sale.

On April 3, 2009, the Company’s subsidiary, City Petroleum purchased assets of O.K. Petroleum, a gas station in New York. Purchased in the acquisition were assets with a fair value of $52,900.

On April 24, 2009, the Company’s subsidiary, City Laundry purchased the assets of Express Cleaners which operates a laundry drop off location. Purchased in the acquisition were assets with a fair value of $87,900. As of September 30, 2009 these assets have been reclassified to assets held for sale in connection with the Company’s commitment to sell Express Cleaners.

Additionally, the Company purchased equipment worth $5,000 for its subsidiary company, Goshen. As of June 30, 2009, the equipment has not been put into production and no depreciation has been expensed.

Fixed assets and accumulated depreciation consists of the following:

	June 30, 2009	December 31, 2008
	September 30, 2009	December 31, 2008
Equipment	$ 5759,~~900~~737	$ 5,000
	57,900	5,000
Accumulated depreciation	(2,960)	--
Accumulated depreciation	(1,480)	--
Net book value of fixed assets	$ 56,777	$ 5,000
Net book value of fixed assets	$ 56,420	$ 5,000

NOTE 9: GOODWILL AND INTANGIBLES

Goodwill and intangible assets were purchased with the acquisition of Ichiban, ~~39 th~~39th Street, Blue Ridge, L.A. Juice, O.K. Petroleum and Express Cleaners. The purchase price allocation of fair market values includes values assigned to intangible assets and a portion allocated to goodwill. As of ~~June~~September 30, 2009 goodwill from Ichiban has been expensed as discontinued operations due to the closure and discontinuation of the EBay drop off locations. Additionally, ~~39 th~~39th Street, Blue Ridge, L.A. Juice, Express Cleaners goodwill has been ~~re-classed~~reclassified to assets held for sale in connection with the Company’s commitment to sell these subsidiaries. In November 2009, 39th Street and Blue Ridge were sold to independent third parties.

Included in the purchase price of Ichiban, ~~39 th~~39th Street, Blue Ridge, L.A. Juice, L.A. Juice 2, and Express Cleaners were agreements not to compete with previous owners. As of ~~June~~September 30, 2009 ~~all~~the ofintangible ~~these~~asset from Ichiban and L.A. Juice 2 have been expensed as discontinued operations, and the other intangible assets have been ~~re-classed~~reclassified to assets held for sale in connection with the Company’s commitment to sell these subsidiaries. In November 2009, 39th Street and Blue Ridge were sold to independent third parties.

OnIn ~~October 1~~2007, ~~2008,~~goodwill ~~the~~and ~~Company~~intangible ~~purchased~~assets ~~domain~~were ~~names~~assumed ~~from~~with athe ~~third~~acquisition ~~party~~of ~~for~~the ~~$50,000~~St. Clair Superior. The ~~domain~~purchase ~~features~~price anallocation ~~online~~at ~~subscription~~fair ~~based~~market ~~forum,~~values ~~social~~included ~~network,~~values assigned to intangible assets and ~~marketing~~a ~~training~~portion ~~for~~allocated ~~members~~to goodwill. AsIncluded ofwithin ~~June~~the ~~30,~~purchase ~~2009,~~of the ~~domain~~St. ~~names~~Clair ~~had~~Superior nowere ~~impairment~~lease contracts with existing tenants. The Company ~~expects~~has toincluded ~~generate~~the ~~revenues~~present onvalue ~~the~~of ~~asset~~lease ~~through~~contracts in its ~~subsidiary,~~intangible ~~Nitty~~assets ~~Gritty,~~and ~~starting~~are inamortizing ~~late~~them ~~2009.~~over the

1718

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

remaining life of the underlying lease. In the first quarter of 2009 these assets were deconsolidated in connection with the sale of majority of the Company’s ownership rights on January 30, 2009. No impairment was found at December 31, 2008.

On October 1, 2008, the Company purchased domain names for the subsidiary Nitty Gritty from a third party for $50,000. The domain features an online subscription based forum, social network, and marketing training for members. The domain names have been reclassified to assets held for sale in connection with the Company’s commitment to sell the subsidiary.

NOTE 10: INVESTMENT IN UNCONCOLIDATED INVESTEE

In October 2008, the Company purchased a 40% interest in The Male Room for $125,000. The Male Room is a New York based salon that specializes in male spa services. ~~For~~As ~~the~~of ~~six~~September ~~months ended June~~ 30, 2009, ~~The~~the ~~Male~~Company ~~Room~~has ~~reported~~impaired ~~net~~the ~~income~~total ofinvestment ~~$10,636,~~due ofto ~~which~~ the ~~Company~~closure ~~recorded $4,255 as an increase~~ of ~~investment~~the salon in ~~unconsolidated~~December ~~investee~~2009.

On January 30, 2009, the Company sold majority of its ownership in St. Clair Superior Apartments (Note 6). For the ~~five~~nine months ended ~~June~~September 30, 2009, St. Clair Superior reported a net loss of $5761,~~202~~941, of which the Company recorded $1112,~~440~~388 as a decrease in investment in unconsolidated investee.

	June 30, 2009
Balance in unconsolidated investee at December 31, 2008	$ 106,817
20% interest in St. Clair Superior	58,927
Additional investment for expenses paid on behalf of St. Clair Superior	33,000
20% net loss for the five months ended June 30, 2009 of St. Clair Superior	(11,440)
Impairment of The Male Room	(106,817)
Investment in unconsolidated investee at June 30, 2009	$ 80,487

As of September 30, 2009, the Company deconsolidated Millionaire due to the lack of control over the subsidiary, and concurrently impaired the investment account due to the cessation of operations in December 2009.

The investment in unconsolidated investee account decreased due to the following:


	September 30, 2009
Balance in unconsolidated investee at December 31, 2008	$ 106,817
20% interest in St. Clair Superior	58,927
Additional investment for expenses paid on behalf of St. Clair Superior	33,000
20% net loss for the nine months ended September 30, 2009 of St. Clair Superior	(12,387)
Impairment of The Male Room	(106,817)
Investment in Millionaire Lifestyle before deconsolidation	5,000
33.33% interest in Millionaire Lifestyle after deconsolidation	8,949
Impairment of Millionaire Lifestyle	(13,949)
Investment in unconsolidated investee at September 30, 2009	$ 79,540

NOTE 11: DEFERRED REVENUES

In the second quarter of 2009, the Company launched an infomercial on self help techniques. Payment for the merchandise from the infomercial is processed and then sent to the customer within 2-4 weeks. Revenue is recognized upon the shipment of merchandise. The Company has recorded $7842,~~318~~445 in deferred revenues as of ~~June~~September 30, 2009 for merchandise shipped in the fourth quarter.

NOTE 12: UNSECURED LIABILITY

In April 2007, the Company entered into an agreement with an independent third party (“Client 1”) to provide consulting services to invest funds of Client 1 in real estate related ventures. As compensation for this service the Company is paid 20% of the gross proceeds received each month by Client 1 as a result of service performed by the Company until the client received gross proceeds of $100,000. After Client 1 has received gross proceeds of $100,000 the Company fee increases to 80% of the gross proceeds received each month by Client 1. As of ~~June~~September 30, 2009, the Company has received $500,000 from Client 1 and has accounted for this as an unsecured liability. The Company has not yet invested those funds in real estate projects that have generated profit. In the first quarter of 2008, the Company and the client verbally agreed to a quarterly return on the investment of $25,000. The Company has accrued interest of $16,667 and $16,~~667~~666 as of ~~June~~September 30, 2009 and December 31, 2008.

In May 2007, the Company entered into an agreement with a different independent third party (“Client 2”) to provide consulting services to invest funds of Client 2 in real estate related ventures. As compensation for this service, the Company is paid $5,000 per month over six years. As of June 30, 2009 and December 31, 2008, the Company has received $49,582 from Client 2 for investment purposes and has accounted for this an unsecured liability. The Company has not yet invested those funds in real estate projects that have generated profit.19

In December 2008, the Company received funds held for investment of $50,000 from an independent third party (“Client 3”). In January 2009, the funds were returned to Client 3.

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

service, the Company is paid $5,000 per month over six years. As of September 30, 2009 and December 31, 2008, the Company has received $49,582 from Client 2 for investment purposes and has accounted for this an unsecured liability. The Company has not yet invested those funds in real estate projects that have generated profit.

In December 2008, the Company received funds held for investment of $50,000 from an independent third party (“Client 3”). In January 2009, the funds were returned to Client 3.

NOTE 13: NOTES PAYABLE

The Company’s notes payable as of ~~June~~September 30, 2009 consist of the following:

Interest	Description	~~June~~September 30, 2009	December 31, 2008
0%	Two note payables, principal and interest due on demand	$ 57,242	$ 57,242
28%	Note payable to Trust Me I, LLC, principal due March 9, 2009. Interest of $35,000 payable semiannually effective ~~July~~September 1730, 2007. The maturity date was amended from March 2009 to February 2011 payable in four installments. ~~Two~~Three of the installments are current as of ~~June~~September 30, 2009. (1)	~~279~~384,865	543,783
12%	Note payable to an individual, principal due in the second quarter of 2009. Interest payable quarterly. (1)	3132,~~133~~040	32,348
16%	Note payable to Lucian Group, principal due in the third quarter of 2009. Interest payable quarterly. (1)	9092,~~130~~953	84,576
10%	Note payable to an individual, principal and interest due in one lump sum in the fourth quarter of 2009. (1)	4243,~~328~~336	40,333
20%	Note payable to an individual, principal and interest due in one lump sum in the second quarter of 2009. (1)	99104,~~934~~975	60,016
10%	~~Two~~Three notes payable to individuals, principal and interest due in the second quarter of 2009. ~~One~~All notes maturity date was amended ~~in the second quarter of 2009~~ to the ~~second~~first quarter of 2010. ~~One note in default (1)~~	~~101~~171,~~328~~542	179,709
12%	Note payable to an individual, principal and interest due in the first quarter of 2009. The maturity date was amended ~~in the first quarter of 2009~~ to the first quarter of 2010.	8573,~~551~~275	93,600
10%	Four notes payable to individuals, principal and interest due in one lump sum in the first quarter of 2009. One ~~notes~~note maturity date amended ~~from~~ to the fourth quarter of 2009. Two notes amended to the first quarter of 2010, and one note repaid ~~as of June 30, 2009~~.	~~186~~188,~~570~~359	205,359
5%	Note payable to an individual, principal and interest due in one lump sum in the second quarter of 2009. This notes maturity date was extended to the first quarter of 2010.	20,~~219~~471	20,723
10%	Ten notes payable to individuals, principal and interest due in one lump sum in the second quarter of 2009. One ~~notes~~note maturity date amended to the third quarter of 2009. Five notes maturity date amended to the first quarter of 2010. One notes accrued interest of $8,000 added as principal to an existing note of $80,000 and maturity date amended to the third quarter of 2009. ~~One~~Two notes maturity date amended to the second quarter of 2010, and ~~two~~one ~~notes~~note ~~are~~amended into ~~default.~~the ~~(1)~~third quarter of 2010.	~~656~~762,~~520~~764	754,206
20%	Note payable to an individual, principal and interest due in one lump sum in the second quarter of 2009. Principal added to an existing note of $60,000.	--	40,000
8%	Note payable to an individual, principal and interest due in the second quarter of 2009. Principal and interest payments monthly. (1)	103,224	100,908
10%	Note payable to individual, principal due in the second quarter of 2009 with interest payable semi annually. This notes maturity date has been extended till the first quarter of 2010.	155,722	163,536
(1) In default. Management is currently attempting to renegotiate these pieces of debt
10%	Three notes payable to individuals, principal due in the third quarter of 2009 with interest payments monthly. All interest is current as of the filing of this form. One notes maturity date amended to the third quarter of 2010.	137,170	137,226
10%	Eight notes payable to individuals, principal and interest due in one lump sum in the third quarter of 2009.	388,473	378,600

~~(1) In default. Management is currently attempting to renegotiate these pieces of debt.~~20

(…continued)

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(…continued)


Interest	Description	September 30, 2009	December 31, 2008
10%	Note payable to individual, principal due in the second quarter of 2009 with interest payable semi annually. This notes maturity date has been extended till the first quarter of 2010.	159,629	163,536
10%	Three notes payable to individuals, principal due in the third quarter of 2009 with interest payments monthly. All interest is current as of the filing of this form. Two notes maturity date amended to the second quarter of 2010, and one to the third quarter of 2010.	131,173	137,226
10%	Eight notes payable to individuals, principal and interest due in one lump sum in the third quarter of 2009. One note paid off, and seven notes payable maturity date amended to the third quarter of 2010.	323,364	378,600
10%	Twenty eight notes payable to individuals, principal and interest due in one lump sum in the fourth quarter of 2009. Two notes maturity date amended to the third quarter of 2010, and one note paid.	906,823	865,391
10%	Note payable to an individual, principal and interest due in one lump sum in the fourth quarter of 2009. The maturity date was amended to the first quarter of 2010.	20,504	--
10%	Ten notes payable to individuals, principal and interest due in one lump sum in the first quarter of 2010.	313,594	--
13%	Note payable to an individual, principal and interest due in one lump sum in the fourth quarter of 2009.	26,680	--
15%	Ten notes payable to individuals, principal and interest due in one lump sum in the first quarter of 2010.	1,145,095	--
20%	Seven notes payable to individuals, principal and interest due in one lump sum in the first quarter of 2010.	628,910	--
7%	Note payable to an individual, principal and interest due in one lump sum in the second quarter of 2010.	10,157	--
10%	Five notes payable to individuals, principal and interest due in the third quarter of 2010.	215,075	--
10%	Fifteen notes payable to individuals, principal and interest due in the second quarter of 2010.	654,899	--
6%	Note payable to an individual, principal and interest due in the second quarter of 2010.	13,948	--
	Total Short Term	6,584,897	3,757,556

10%	Note payable to an individual, principal and interest due in one lump sum in the fourth quarter of 2009. The maturity date was amended to the first quarter of 2010. This note was reclassified to short term as of March 31, 2009.	--	20,000
28%	Note payable to Trust Me I, LLC, principal due March 9, 2009. Interest of $35,000 payable semi annually from March 2009 to February 2011 payable in four installments of $125,000. One installment is long term as of September 30, 2009.	125,000	--
12%	Note payable to an individual principal and interest due in one lump sum in the first quarter of 2011.	135,237	--
	Total notes payable	$ 6,845,134	$ 3,777,556

Interest	Description	June 30, 2009	December 31, 2008
10%	Twenty eight notes payable to individuals, principal and interest due in one lump sum in the fourth quarter of 2009.	888,370	865,391
10%	Note payable to an individual, principal and interest due in one lump sum in the fourth quarter of 2009. The maturity date was to the first quarter of 2010.	20,000	--
10%	Ten notes payable to individuals, principal and interest due in one lump sum in the first quarter of 2010.	570,631	--
13%	Note payable to an individual, principal and interest due in one lump sum in the fourth quarter of 2009.	25,840	--
15%	Nine notes payable to individuals, principal and interest due in one lump sum in the first quarter of 2010.	830,514	--
20%	Eight notes payable to individuals, principal and interest due in one lump sum in the first quarter of 2010.	610,748	--
10%	Two notes payable to individuals, principal and interest due in the second quarter of 2009. The maturity date was amended to the first quarter of 2010.	163,027	--
10%	Two notes payable to individuals, principal and interest due in the second quarter of 2010.	199,042	--
6%	Note payable to an individual, principal and interest due in the second quarter of 2010.	19,358	--
	Total Short Term	5,762,938	3,757,556
10%	Note payable to an individual, principal and interest due in one lump sum in the fourth quarter of 2009. The maturity date was amended in the first quarter of 2009 to be due the first quarter of 2010. This note was re-classed to short term as of March 31, 2009.	--	20,000
28%	Note payable to Trust Me I, LLC, principal due March 9, 2009. Interest of $35,000 payable semi annually from March 2009 to February 2011 payable in four installments of $125,000. Two installments are long term as of June 30, 2009.	250,000	--
12%	Note payable to an individual principal and interest due in one lump sum in the first quarter of 2011.	131,632	--
	Total notes payable	$ 6,144,570	$ 3,777,556

(1)

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

~~NOTE 14: GAIN ON EXINGUISHMENT OF DEBT AND DISCONTINUED OPERATIONS~~21

On March 31, 2008, the Company successfully entered into a modified agreement with a debt holder as noted in Note. 12. Three promissory notes plus interest of $89,949 and consulting fees of $100,000 totaling $189,949 were extinguished and renegotiated to a new note of $120,000. The modification, effective April 10, 2008, carries terms of one year at 8% interest with an initial payment of $2,000 and thereafter monthly payments of $2,000 through November 2008; payments of $10,000 through March 2009, and a balloon payment in April 2009. The modification resulted in a gain on extinguishment of debt of $69,949. As of the filing of this form the Company has paid $26,000 and is in default of the debt.

As stated above, the Company sold a majority of its ownership in St. Clair Superior on January 30, 2009. In accordance with the agreement, 80% of ownership was sold for $350,000. The Company recorded a loss on discontinued operations of $203,785 and recorded as a gain on the deconsolidation of subsidiary of $346,404 as of June 30, 2009. See Note 6.

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

InNOTE ~~July 2009, the Company closed and discontinued the two EBay drop off locations in New York.~~14: AsGAIN ofON ~~June~~EXINGUISHMENT ~~30,~~OF ~~2009,~~DEBT ~~all~~AND ~~assets~~DISCONTINUED ~~have been discontinued ($222,758), and the revenues and expenses re-classed to loss on discontinued operations. The physical space is being repositioned into a better business model.~~OPERATIONS

~~Additionally~~On March 31, 2008, the Company ~~has~~successfully ~~committed~~entered tointo ~~sell~~a ~~all~~modified agreement with a debt holder as noted in Note. 13. Three promissory notes plus interest of ~~the~~$89,949 ~~subsidiaries~~and consulting fees of ~~City~~$100,000 ~~Juice~~totaling $189,949 were extinguished and ~~City~~renegotiated ~~Laundry~~to a new note of $120,000. ~~Accordingly~~ The modification, ~~all~~effective April 10, 2008, carries terms of ~~the~~one ~~revenues~~year ~~and~~at ~~expenses~~8% ~~have~~interest ~~been~~with ~~re-classed~~an toinitial ~~loss~~payment onof ~~discontinued~~$2,000 ~~operations~~and asthereafter monthly payments of ~~June~~$2,000 30through November 2008; payments of $10,000 through March 2009, and a balloon payment in April 2009. The modification

resulted in a gain on extinguishment of debt of $69,949. As of the filing of this form the Company has paid $26,000 and is in default of the debt.

In January 2009 the Company sold a majority of its ownership in St. Clair Superior on January 30, 2009. In accordance with the agreement, 80% of ownership was sold for $350,000. The Company recorded a loss on discontinued operations of $1,373 and $101,367 at January 30, 2009 and September 30, 2008 and recorded as a gain on the deconsolidation of subsidiary of $346,404 as of September 30, 2009. See Note 6.

In July 2009, the Company closed and discontinued the two EBay drop off locations in New York. As of September 30, 2009, all assets have been discontinued ($222,758), and the revenues and expenses reclassified to loss on discontinued operations. In January 2010 the Company was released from one rental space lease. The other is in negotiations to be released in the beginning of 2010.

In August 2009, the Company closed and discontinued L.A. Juice 2. As of September 30, 2009, assets of $24,707 and goodwill of $3,933 has been reclassified to discontinued operations. In January 2010, the Company was released from the rental space.

On September 30, 2009 the Company deconsolidated the subsidiary Millionaire due to the determination that the Company no longer had control over the day to day management. The Company recorded a loss on discontinued operations of $17,108 as of September 30, 2009 and $7,100 as of September 30, 2008 and recorded as a gain on deconsolidation of subsidiary of $43,165. Concurrent with the deconsolidation, the Company impaired the remaining receivable from Millionaire Lifestyle of $31,947 and investment in unconsolidated subsidiary of $13,949 due to the cessation of operations in December 2009. As of September 30, 2008, we reclassified all of Millionaires expenses to discontinued operations resulting in a loss from discontinued operations of $7,100.

Additionally, the Company has committed to sell all of the subsidiaries of City Juice and City Laundry. Accordingly, all of the revenues and expenses have been reclassified to loss on discontinued operations as of September 30, 2009. In November 2009, the Company sold 39^th Street and Blue Ridge to independent third parties.


	September 30, 2009
Hodge School net loss as of January 30, 2009	$ 1,373
Millionaire deconsolidation and impairment	53,906
I Sold It impairment of assets	222,758
L.A. Juice 2 impairment of assets	28,640
City Juice subsidiaries net loss as of September 30, 2009	83,053
City Laundry subsidiaries net loss as of September 30, 2009	100,303
Ichiban net loss as of September 30, 2009	130,873
Total loss on discontinued operations	$ 620,906

NOTE 15: RELATED PARTY TRANSACTIONS

As of ~~March~~September 3130, 2009 and December 31, 2008, the Company holds a note receivable from AmoroCorp with an outstanding balance of $1,~~762~~700,~~636~~309 and $1,924,731. The President of the Company is also the President and a shareholder of the debtor. See Note 4.

On January 1, 2008, the President of the Company entered into an employment agreement with the Company. Under the terms of the agreement the President is to be paid a base amount of $500,000 per annum paid in monthly installments of $41,667. Additional compensation is to consist of an annual bonus of the Company’s common stock of $500,000 valued on the effective renewal date of the agreement, one percent of any net operating income generated by the Company, and one percent of any funds raised and received by the Company based on the fundraising and marketing efforts of the President. For the three months ended June 30, 2009, the President received $610,486 in payments in accordance with his employment agreement.22

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On January 1, 2008, the President of the Company entered into an employment agreement with the Company. Under the terms of the agreement the President paid a base amount of $500,000 per annum paid in monthly installments of $41,667. Additional compensation consists of an annual bonus of the Company’s common stock

of $500,000 valued on the effective renewal date of the agreement, one percent of any net operating income generated by the Company, and one percent of any funds raised and received by the Company based on the fundraising and marketing efforts of the President. For the nine months ended September 30, 2009, the President received $906,000 in payments in accordance with his employment agreement.

In the second quarter of 2009, the Company launched a self help infomercial. The expenses for the infomercial were paid by a related party and then reimbursed by the Company. As of September 31, 2009, the Company has recorded $50,524 as an accrued expense-related party for these expenses.

As of September 30, 2009 the Company deconsolidated the subsidiary Millionaire Lifestyle in connection with the determination that the Company no longer had control over the day to day management. Concurrent with the deconsolidation, the Company impaired the remaining receivable from Millionaire Lifestyle of $31,947 and investment in unconsolidated subsidiary of $13,949 due to the cessation of operations in December 2009.

NOTE 16: 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. The authorized preferred stock of the Company consists of 15,000,000 shares of preferred stock, designated as Series A, with a par value of $0.001. As of ~~June~~September 30, 2009, the Company had no outstanding shares of preferred stock.

For the ~~six~~nine months ended ~~June~~September 30, 2009, the Company issued common stock as follows:

(a) 71,428,571 restricted shares of common stock for officer compensation valued at $500,000 (contract value) at $0.007 per share in accordance with the President’s employment agreement dated January 1, 2008.

(b) 2,000,000 shares of restricted common stock for services of $20,000 at $0.01 per share.

(c) 300,000 shares of restricted common stock for services to a related party of $60,000 at $0.20 per share (contract price).

(d) On April 6, 2009, the Company issued 12,500,000 restricted shares of common stock in error. AsThe ofshares ~~the~~were ~~date~~effectively ofcancelled ~~this~~by ~~filing~~the ~~those~~Company ~~shares~~as ~~have~~of ~~not~~September ~~yet~~30, ~~been returned to the Company~~2009.

(e) 300,000 restricted shares of common stock for services valued at $15,000 (at $0.05 per share).

(f) On May 12, 2009, the Company issued 4,000,000 restricted shares of common stock in error. These shares were returned in August 2009.

~~The~~(g) 200,000 ~~Company’s~~shares ~~subsidiary~~of ~~NYC~~common ~~Liquidation~~stock ~~Group~~for ~~converted~~services ~~two~~of ~~notes payables into member’s equity totaling~~ $~~125~~12,000~~. This~~ ~~has~~at ~~been~~$0.06 ~~recorded~~per ~~as minority interest as of June 30, 2009~~share.

21(h) 12,000,000 restricted shares of common stock for director compensation valued at $1,080,000 at the fair market value of $0.09

The Company’s subsidiary NYC Liquidation Group converted two notes payables into member’s equity totaling $125,000. This has been recorded as minority interest as of September 30, 2009.

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 17: SEGMENT INFORMATION

The Company’s operating segments are strategic business units that offer different products and services. ~~Operating~~For the nine months ended September 30, 2009, operating segments of the Company are real estate, self enrichment, oil and gas, laundry services, food and beverage, health and beauty, retail, and ~~retail~~technology centers. The real estate segment consists of the Company’s credit-investor program, and renovated home inventory; the self enrichment segment consists of the ~~subsidiary The Millionaire Lifestyle, LLC, Nitty Gritty, LLC and the~~ self help infomercial ; the oil and gas segment consists of Goshen Energy, Inc. and City Petroleum and its subsidiaries; the laundry services segment consists of City Laundry and its subsidiaries; the food and beverage segment consists of City Juice and its subsidiaries; the health and beauty segment consists of City Beauty; ~~and~~ the retail segment consists of NYC Liquidation; and ~~its~~the ~~subsidiaries. In~~technology ~~accordance~~center ~~with~~segment ~~SFAS~~consists ~~No.~~of ~~131~~Clean Sweep, ~~“Disclosures~~LLC ~~about~~and ~~Segments~~its ofsubsidiaries. In anaccordance ~~Enterprise~~with ~~and~~FASB ~~Related~~authoritative ~~Information~~guidance,” the gas and oil, laundry services, food and beverage, and self enrichment segments qualify as reportable segments and those subsidiaries that have been fully consolidated in the Company’s financial statements. The real estate, beauty, retail, and ~~beauty~~technology centers segment have been classified as “all other” in this footnote and all equity investments have been excluded as of ~~June~~September 30, 2009. ~~During the six months ended June 30, 2008 the Company did not have multiple reportable segments.~~

During the nine months ended September 30, 2008, operating segments of the Company were real estate, oil and gas, and self enrichment. The real estate segment consist of the Company’s credit-investor program, renovated home inventory, and St. Clair Superior which was deconsolidated as of January 2009 in connection with the sale of majority of the Company’s ownership; the oil and gas segment consists of Goshen Energy, Inc. subsidiary; and the self enrichment segment consists of The Millionaire Lifestyle, LLC. The accordance with FASB authoritative guidance, only the real estate segment qualifies as a reportable segment. The oil and gas, and self enrichment segment have been classified as “all other” in this footnote as of September 30, 2008.

Real Estate.

The Company began aggressively marketing its credit-investment program in May 2008 with a long-term contract with satellite radio provider, XM Radio. The program assists buyers in finding properties for purchase from partnering lenders.

The Company’s subsidiary, St. Clair Superior, an Ohio corporation owns and operates an apartment complex. In January 2009, the Company deconsolidated the subsidiary in connection with the sale of majority of its ownership to a third party.

Self Enrichment.

OnIn ~~August~~the ~~21,~~second ~~2008~~quarter of 2009, the Company ~~organized~~launched ~~The Millionaire Lifestyle Group, LLC,~~ a ~~Missouri~~self ~~limited~~enrichment ~~liability~~infomercial ~~company~~called ~~that~~Creating ~~offers~~Success afrom ~~web~~Inside ~~based~~Out. This ~~initiative~~infomercial ~~that~~ provides self- help ~~mentoring~~materials and ~~training~~support ~~seminars~~to individual for a fee.

On October 6, 2008, the Company organized Nitty Gritty, LLC a Missouri limited liability company that provides a subscription based online forum, social network, and training network where members learn "All Things Internet Marketing”. ~~This~~As ~~website~~of ~~was~~September ~~originally~~30, ~~scheduled~~2009, tothe ~~launch~~Company inhas ~~May~~reclassified ~~2009,~~all ~~however~~assets ~~the~~of ~~launch~~Nitty ~~was~~Gritty ~~pushed~~to ~~back~~assets ~~until~~held for sale in connection with the ~~fourth~~Company’s ~~quarter~~commitment ofto ~~2009.~~sell the subsidiary.

The Company’s subsidiary, Millionaire Lifestyle, a Missouri limited liability company operates a web based initiative that provides self-help mentoring and training seminars. On September 30, 2009, the Company deconsolidated the subsidiary due to the Company’s determination that it no longer had control over the entity. Concurrently with the deconsolidation, the Company fully impaired the investment due to the cessation of operations in December 2009.

Gas and Oil.

The Company’s subsidiary, Goshen Energy, Inc. and City Petroleum, do business in the oil and gas industry. During the second quarter of 2009, City Petroleum purchased a gas station located in New York.

~~Laundry.~~24

The Company’s subsidiary, City Laundry, engages in purchasing businesses in the laundry arena. During the first quarter of 2009, City Laundry purchased two laundromats, 39 th Street and Blue Ridge located in Missouri.

Food and Beverage.

The Company’s subsidiary City Juice engages in purchasing businesses in the food and beverage industry. During the first quarter of 2009, City Juice purchased one juice bar, L.A. Juice, located in Kansas.

Retail.

During the first quarter of 2009, the Company’s subsidiary NYC Liquidation Group purchased Ichiban that owns two retail drop off locations in which customers drop off items to be sold on Ebay located in New York. All of the revenues and expenses for Ichiban have been re-classed to loss on discontinued operations in connection with the closure and discontinuation of the EBay drop off locations.

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Laundry.

The Company’s subsidiary, City Laundry, engages in purchasing businesses in the laundry arena. During the first quarter of 2009, City Laundry purchased two laundromats, 39^th Street and Blue Ridge located in Missouri. In the third quarter of 2009 the Company purchased Express Laundry located in Kansas. As of September 30, 2009 39^th Street, Blue Ridge and Express are available for sale. In November 2009, 39^th Street and Blue Ridge were sold.

Food and Beverage.

Other.

The Company’s subsidiary, City Beauty, engages in purchasing businesses in the health and beauty arena.

~~The~~In ~~Company~~January ~~began~~2009, ~~aggressively~~the ~~marketing~~Company ~~its~~deconsolidated ~~credit-investment program in May 2008 with a long-term contract with satellite radio provider, XM Radio~~St. ~~The~~ ~~program~~Clair ~~assists~~Superior ~~buyers~~ in ~~finding~~connection ~~properties~~with ~~for purchase from partnering lenders. This is~~ the ~~first~~sale ~~extended contract for promoting the program since May~~ of ~~2007.~~majority ~~These activities are expected to significantly increase the existing credit-investor client base, which directly affects the potential volume~~ of ~~properties~~its ~~the~~ownership ~~Company can develop. The Company has begun~~ to ~~purchase~~a ~~new real estate assets in the Kansas City real estate market in the~~ third ~~quarter of 2008~~party. ~~The credit-investor program is a key element in these community development strategies.~~

~~These~~During ~~operating~~the ~~segments~~first ~~did~~quarter ~~not~~of ~~meet~~2009, the ~~criteria~~Company’s ~~for~~subsidiary aNYC ~~reportable~~Liquidation ~~segment~~Group aspurchased ofIchiban ~~June~~that ~~30,~~owns ~~2009. When~~two ~~these~~retail ~~segments~~drop ~~activities~~off ~~increase,~~locations ~~real~~in ~~estate,~~which ~~and~~customers ~~health~~drop ~~and~~off ~~beauty~~items ~~will~~to be ~~reportable~~sold ~~segments~~on ~~for~~EBay ~~the~~located ~~Company~~in New York. ~~Activity~~All ~~for~~of ~~these~~the ~~segments~~revenues ~~has~~and expenses for Ichiban have been ~~presented~~reclassified asto ~~“all~~loss ~~other”~~on discontinued operations in ~~this~~connection ~~footnote~~with the closure and discontinuation of the EBay drop off locations.

In July 2009, the Company deconsolidated and impaired Millionaire Lifestyle in connection with the determination that it no longer had control over the entity and the cessation of operations in December 2009.

As of September 30, 2009, the Company reclassified all the assets of its subsidiary Nitty Gritty to assets held for sale in connection with the Company’s commitment to sell the subsidiary.

The Company’s subsidiary, Clean Sweep engages in opening and purchasing business that operates technology centers.

These operating segments did not meet the criteria for a reportable segment as of September 30, 2009. Activity for these segments has been presented as “all other” in this footnote as of September 30, 2009.As of September 30, 2008, the oil and gas, and self enrichment segments have been presented as “all other” in this footnote.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies above. The Company evaluates performance based on profit or loss from operations before income taxes, not including nonrecurring gains and losses.

		Self Enrichment		Gas & Oil		Laundry		Food & Beverage		Retail		Other		Total
September 30, 2009		Self Enrichment		Gas & Oil		Laundry		Food & Beverage		Other		Total
Gross profit from external customers	$	(~~326~~532,~~992~~018)	$	92147,~~786~~532	$	--	$	--	$	--91,845	$	(2292,~~165~~641)	$	~~(236,371)~~
Compensation expense		(~~141~~199,~~771~~839)		(~~125~~199,~~156~~839)		(94199,~~514~~839)		(94199,~~514~~839)		(94219,~~514~~823)		(471,~~257~~019,179)		~~(597,724)~~
Consulting expense		(3562,~~050~~900)		(1962,~~376~~900)		(1962,~~376~~900)		(1962,~~376~~900)		(19149,~~376~~190)		(71400,~~188~~790)		~~(183,743)~~
Market and investor relation expense		(~~131~~55,~~852~~959)		(4655,~~356~~759)		(4655,~~356~~759)		(4655,~~356~~759)		(4663,~~356~~477)		(23286,~~178~~513)		~~(340,455)~~
Depreciation and amortization expense		--		(12,~~480~~960)		--		--		--		--(2,960)		~~(1,480)~~
Other selling, general, and administrative expenses		(6450,~~245~~441)		(~~168~~263,~~721~~795)		(8388,~~990~~015)		(8488,~~094~~359)		(33108,~~265~~890)		(35599,~~479~~500)		~~(469,795)~~
Segment operating loss before taxes and discontinued operations	$	(699,910)	$	(268,304)	$	(244,236)	$	(244,340)	$	(193,511)	$	(179,267)	$	(1,829,568)
Non-operating expense				(109,801)		(54,387)		(21,490)		(19,712)		(205,390)
Segment operating loss before taxes and discontinued operations	$	(900,957)	$	(547,522)	$	(460,900)	$	(428,347)	$	(469,427)	$	(2,806,973)

2325

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Revenues
September 30, 2008		Real Estate		Other		Total
Total revenues from reportable segments	$	820,640
Gross profit from external customers	$	112,737	$	--	$	112,737
Total other revenues		49,473
Compensation expense		(89,464)		(17,893)		(107,357)
Total corporate revenues		203,319
Consulting expense		(130,509)		(9,642)		(140,151)
Elimination of intercompany corporate revenues		(200,000)
Market and investor relation expense		(90,965)		(6,630)		(97,595)
Total consolidated revenues	$	873,432
Other selling, general, and administrative expenses		(123,172)		(10,262)		(133,434)
Profit or Loss
Segment operating loss before taxes and discontinued operations/	$	(321,373)	$	(44,427)	$	(365,800)
Total profit or loss from reportable segments	$	(1,762,155)
Other profit or loss		(188,960)
Elimination of intercompany expense		200,000
Elimination of intercompany corporate revenues		(200,000)
Corporate expenses		(495,472)
Loss from discontinued operations		(426,543)
Minority interest		334,711
Net income (loss) before taxes	$	(2.538,419)
Assets
Total assets for self enrichment segment	$	50,464
Total assets for gas & oil segment		556,374
Total assets for laundry segment		20,384
Total assets for food & beverage segment		8,938
Total assets for retail segment		8,580
Total assets for other segments		48,891
Corporate assets		2,428,535
Consolidated total	$	3,122,166
Liabilities
Accounts payable retail segment	$	29,438
Accounts payable food & beverage segment		--
Notes payable & accrued interest gas & oil segment		677,255
Notes payable & accrued interest laundry segment		571,404
Notes payable & accrued interest food & beverage segment		227,542
Notes payable & accrued interest other segments		274,692
Unsecured liability oil & gas segment		300,000
Corporate accounts payable and accrued expense		416,600
Corporate notes payable & accrued interest		4,472,166
Corporate unsecured liability and other liabilities		517,890
Consolidated total	$	7,486,987


		September 30,
		2009		2008
Revenues
Total revenues from reportable segments	$	1,754,932	$	112,737
Total other revenues		143,483		--
Total corporate revenues		210,889		27,374
Elimination of intercompany corporate revenues		(200,000)		--
Total consolidated revenues	$	1,909,304	$	140,111

Profit or Loss
Total profit or loss from reportable segments	$	(2,337,725)	$	(321,373)
Other profit or loss		(469,246)		(44,426)
Elimination of intercompany expense		200,000		--
Elimination of intercompany corporate revenues		(200,000)		--
Corporate expenses		(1,610,018)		(1,347,453)
Loss from discontinued operations		(620,906)		--
Minority interest		345,922		--
Net income (loss) before taxes	$	(4,691,973)	$	(1,713,252)

Assets
Total assets for real estate segment	$	--	$	480,366
Total assets for gas & oil segment		499,732		--
Total assets for laundry segment		7,552		--
Total assets for food & beverage segment		2,294		--
Total assets for other segments		56,618		6,202
Corporate assets		2,444,876		2,213,934
Consolidated total	$	3,011,072	$	2,700,502

Liabilities
Accounts payable real estate segment	$	--	$	57,935
Accounts payable other segment		42,386		--
Deferred revenue self enrichment segments		42,445		--
Notes payable & accrued interest real estate segment		--		315,101
Notes payable & accrued interest gas & oil segment		705,107		--
Notes payable & accrued interest laundry segment		587,489		--
Notes payable & accrued interest food & beverage segment		236,490		--
Notes payable & accrued interest other segments		284,712		315,179
Unsecured liability oil & gas segment		300,000		--
Corporate liabilities		6,251,958		3,665,590
Consolidated total	$	8,450,587	$	4,353,805

CITY CAPITAL CORPORATION

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 18: SUBSEQUENT EVENTS

InThe ~~July~~Company ~~2009~~organized Clean Sweep Holdings Group, ~~the~~LLC, ~~Company’s~~a ~~two~~North ~~Ebay~~Carolina ~~drop~~limited ~~off~~liability ~~retail~~company, ~~locations~~organized ~~owned~~on ~~100%~~November by3, ~~NYC~~2009 ~~Liquidation~~engages ~~was~~in ~~discontinued~~opening and purchasing business that operate technology centers. AsThis subsidiary currently has one location in Texas which opened in October 2009. On November 9, 2009, Clean Sweep purchased 100% of the ~~second~~assets ~~quarter~~ of Main Street Sweepstakes located in Rolesville, North Carolina from an individual. On December 28, 2009, Clean Sweep purchased 100% of the ~~Company~~assets ~~has~~of ~~recorded~~Walnut ~~all~~Cove ~~revenues~~Sweepstakes located in Walnut Cove, North Carolina from an individual and ~~expenses~~100% asof athe ~~loss~~assets onof ~~discontinued~~Coffee ~~operations~~& Calls located in Kernsville, North Carolina.

In ~~September~~November ~~and October~~ 2009, the Company ~~committed~~sold to39th ~~sell~~Street ~~all of the subsidiaries under City Juice and City~~ Laundry~~. As~~ ofto ~~June~~a ~~30,~~third ~~2009,~~party ~~the Company has re-classed all assets and liabilities as assets held~~ for ~~sale~~$20, ~~and revenues and expense as loss on discontinued operations~~000.

24In November 2009, the Company gave back Blue Ridge to its previous owner in exchange for forgiveness of a $23,000 note payable, of which $13,843 including interest was outstanding as of September 30, 2009.

On November 19, 2009, the Company entered into an employment agreement with Wendy J. Connor (see Exhibit 10.19) for the position of Chief Operating Officer. Under the terms of this three-year contract, Ms. Connor is to be paid $200,000 per year and a $50,000 one time sign on bonus. In addition, Ms. Connor is eligible to receive a share of all bonus programs, and stock options of the Company.

Effective December 1, 2009 the Creating Success from the Inside Out infomercial was terminated due to the Company’s determination that it was not a profitable source of revenue. The Company will continue to seek profitable self enrichment and education services as the Company is committed to creating positive change and self-sufficiency through “Socially-Conscious Investing That Empowers Communities.”

In December 2009, the Company’s subsidiary, The Male Room closed its location in New York, and ceased operations.

In December 2009, the Company’s subsidiary, Millionaire Lifestyle ceased operations.

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

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

Forward Looking Statements.

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

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

Overview.

City Capital Corporation (the “Company”, “we”, “us”, or “our”) is a socially conscious professional management and diversified holding company engaged in leveraging investments, holdings and other assets to build value for investors and shareholders. The Company is committed to creating positive change and self-sufficiency through “Socially-Conscious Investing That Empowers Communities.” These initiatives range from development and production of biofuels, to affordable homes for working-class families, to funding and acquisition of local businesses that support community jobs. The Company acquires and revitalizes distressed investment opportunities in multiple industry segments, creating potentially long-term returns for the Company.

The Company makes strategic investments and acquisitions that are intended to yield a positive return on investment. The Company’s intent is to acquire assets at a significant discount to market, and then rebuild them for sale or cash flow. These investments will also serve the communities the Company operates in by creating economic opportunities for underserved populations. The Company maintains stakes in industries such as technology, biofuels, commercial laundry, and retail services. New additions to the Company represent the Company’s strong devotion to educating and investing in future entrepreneurs.

Recent Developments.

The Company began aggressively marketing community development programs nationwide via touring by the current CEO, Ephren Taylor. The Company has developed a presentation featured at www.WealthTourLive.com that has toured the nation domestically as well as internationally. Over 30,000 people have experienced this economic empowerment presentation. The presentation allows for positive Company exposure, as well as acquiring new partner clients. It also expanded the Internet marketing partnerships and Adword purchases, increasing lead flow. Interested leads may enroll directly on various partner sites like www.IRACashFlow.com, 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.

In the area of biofuel, the Company’s subsidiary Goshen has partnered with universities to create and develop curriculum around bio-diesel production. In 2008 the Company partnered with Mississippi Valley State University to develop a commercial biofuel production facility. The venture is still in the development and testing stage. The Company intends to have a commercial facility in production in 2010.

The model of partnering with higher learning educational institutions is something the Company will build on in 2010. The Company is actively seeking partnerships with an additional five institutions by 2010. The Company sees this model and bringing a new line of green jobs to rural and urban communities, as well as educating future generations of industries to come.28

OnThe ~~October 1, 2008 the~~ Company ~~acquired~~intends ato ~~domain~~build ~~name,~~on ~~NittyGrittyMarketing.com,~~the ~~from~~model aof ~~third~~partnering ~~party~~with ~~that~~higher ~~provides~~learning aeducational ~~subscription~~institutions ~~based~~are ~~online~~something ~~forum,~~the ~~social~~Company ~~network,~~will ~~and~~build ~~training~~on ~~network~~in ~~where members learn “All Things Internet Marketing~~2010.” ~~Due~~The toCompany ~~the~~is ~~domain~~actively ~~being~~seeking ~~dormant~~partnerships ~~throughout~~with ~~2008,~~an ~~the~~additional ~~Company~~five ~~purchased~~institutions ~~the~~by ~~domain~~2010. The ~~with~~Company ~~the~~sees ~~intent~~this tomodel ~~revitalize~~as ~~and~~having ~~update~~ the ~~website~~potential ~~and~~to ~~subsequently~~bring ~~build~~ a ~~business~~new ~~around~~line ~~the~~of ~~assets. On~~green ~~October~~jobs 6,to ~~2008,~~rural ~~the~~and ~~Company~~urban ~~created~~communities, ~~Nitty~~as ~~Gritty~~well ~~and~~as ~~plans~~ to ~~re-launch~~educate ~~the~~future ~~website~~generations inof ~~May~~industries ~~2009~~to come.

~~Founded~~The byCompany ~~the~~will ~~successful~~use ~~Internet~~this ~~entrepreneur,~~acquisition ~~Jermaine~~to ~~Griggs,~~allow ~~NittyGrittyMarketing.com~~it isto aleverage ~~resource~~its ~~for~~capital ~~teaching~~to ~~people~~mentor ~~all~~and ~~around~~foster ~~the~~an ~~world~~environment ~~how~~not toonly ~~build~~for ~~successful~~aspiring ~~Internet~~entrepreneurs, ~~businesses~~but ~~through~~also ~~various~~to ~~marketing~~serve ~~courses,~~as an ~~exclusive~~incubator ~~online~~for ~~coaching~~developing ~~club,~~companies ~~live~~and ~~seminars,~~future ~~and~~additions ~~workshops~~to the Company’s diversified portfolio in 2010.

~~The~~During the first quarter of 2009 the Company ~~will~~increased ~~use~~its ~~this~~leveraged ~~acquisition~~investments toand ~~allow~~holdings itby tocreating ~~leverage~~four ~~its~~limited ~~capital~~liability tocompanies; ~~mentor~~City Juice Systems KS, LLC (“City Juice”), a Kansas limited liability company that engages in purchasing companies in the food and ~~foster~~beverage anarena; ~~environment~~City ~~not~~Capital ~~only~~Petroleum, ~~for~~LLC ~~aspiring~~(“City ~~entrepreneurs~~Petroleum”), ~~but~~a ~~also~~New toYork ~~serve~~limited asliability ancompany ~~incubator~~that ~~for~~engages ~~developing~~in purchasing companies in the oil industry; City Laundry Services, LLC, a Missouri limited liability company that engages in purchasing companies in the laundry arena; and ~~future~~City ~~additions~~Beauty toSystems, LLC, a Missouri limited liability company that engages in the health and beauty arena. Each subsidiary is responsible for acquiring like companies ~~diversified~~with ~~portfolio~~plans of operations that are similar to that of the acquiring subsidiary at a significant discount to market. The Company intends to have the subsidiaries assists their acquired companies in ~~2010~~turning a profit. Subsequent to such turnaround, the Company will either sell or retain the acquisitions for cash flow as it sees fit.

25In the nine months ended September 30, 2009, the Company purchased two juice bar locations under City Juice, located in the Kansas area. Both subsidiaries of City Juice are available for sale as the normal course of business of City Capital is the development, growth and sale of operating companies.

The ~~site~~Company ~~currently~~is ~~hosts~~the amanaging ~~library~~partner of ~~over~~City ~~50-hours~~Laundry, which is intended to be jointly owned by several of ~~digital~~the ~~content,~~other ~~video,~~partner ~~training~~entities. ~~materials,~~The ~~searchable~~Company’s ~~digital~~laundromats ~~content~~will operate under the name City Laundry, 38while ~~domain~~the ~~names~~dry cleaners will operate as Express Cleaners. In February 2009 the Company completed the first acquisition for this commercial laundry subsidiary, 10the acquisition of a 2,000+ ~~person~~sq. ~~mailing~~ft./30-machine ~~list,~~laundromat ~~more~~with ~~than~~annual 3revenues of approximately $108,000. ~~subscribers~~Additionally, ~~and~~the ~~nearly~~Company ~~2,000~~purchased ~~affiliate~~their ~~marketers~~second commercial laundry subsidiary located in the Kansas City area in March 2009. In ~~Members~~April ~~pay~~2009, the Company purchased a ~~monthly~~third ~~subscription~~drop ~~fee,~~off ~~which~~location ~~will~~in ~~generate~~Kansas. ~~revenues~~Two subsidiaries of City Laundry have been sold in the fourth quarter of 2009 and the third is available for sale as the ~~Company~~normal course of business of City Capital is the development, growth and sale of operating companies.

~~During the first quarter of 2009 the Company increased its leveraged investments and holdings by creating four limited liability companies;~~ City ~~Juice~~Laundry ~~Systems~~is ~~KS,~~one ~~LLC~~more ~~(“City~~example ~~Juice”),~~of ahow ~~Kansas limited liability company that engages~~ in ~~purchasing~~this ~~companies~~economic inenvironment the ~~food~~Company ~~and~~finds ~~beverage~~opportunities ~~arena;~~through ~~City~~its ~~Capital~~socially ~~Petroleum,~~conscious ~~LLC~~model. Reviving ~~(“City~~and ~~Petroleum”),~~refurbishing afailing ~~New~~and ~~York~~successful ~~limited~~neighborhood ~~liability~~businesses ~~company~~and ~~that~~providing ~~engages~~employment infor ~~purchasing~~local ~~companies~~residents infulfils the ~~oil~~Company's ~~industry;~~socially ~~City~~conscious ~~Laundry~~mission. Even ~~Services,~~though ~~LLC,~~this afirst ~~Missouri~~acquisition ~~limited~~is ~~liability~~a ~~company~~small ~~that engages in purchasing companies in the laundry arena; and City Beauty Systems~~operation, ~~LLC, a Missouri limited liability company that engages in~~ the ~~health~~cleaners ~~and~~industry ~~beauty arena. Each subsidiary~~ is ~~responsible~~extremely suitable for ~~acquiring like companies with plans of operations that are similar to that of~~ the ~~acquiring~~Company’s ~~subsidiary at a significant discount to market~~model. It is ~~the~~a ~~intention~~fragmented ofindustry, ~~the~~yet ~~Company~~it tohas ~~have the subsidiaries assists their acquired companies in turning~~ a ~~profit. Subsequent~~proven tohistory ~~the~~of ~~turnaround~~weathering, ~~the~~even ~~Company~~thriving ~~will~~in ~~either~~economic ~~sell or retain the acquisitions’ for cash flow as it sees fit~~downturns.

In the six months ended June 30, 2009, the Company purchased two juice bar locations under City Juice, located in the Kansas area. Both subsidiaries of City Juice are available for sale as the normal course of business of City Capital is the development, growth and sale of operating companies.

The Company is the managing partner of City Laundry, which is intended to be jointly owned by several of the other partner entities. The Company’s laundromats will operate under the name City Laundry, while the dry cleaners will operate as Express Cleaners. In February 2009 the Company completed the first acquisition for this commercial laundry subsidiary, the acquisition of a 2,000 sq. ft./30-machine laundromat with annual revenues of approximately $108,000. Additionally, the Company purchased their second commercial laundry subsidiary located in the Kansas City area in March 2009. In April 2009, the Company purchased a third drop off location in Kansas. All subsidiaries of City Laundry are available for sale as the normal course of business of City Capital is the development, growth and sale of operating companies.

City Laundry is one more example of how in this economic environment the Company’s socially conscious model finds opportunity. Reviving and refurbishing failing and successful neighborhood businesses and providing employment for local residents fulfils the Company's socially conscious mission. Even though this first acquisition is a smaller operation, the cleaners industry is extremely advantageous for the Company’s model. It is a fragmented industry, yet it has a proven history of weathering, even thriving in economic downturns.

According to the Coin Laundry Association, there are over 35,000 coin laundries alone in the U.S. “During periods of recession, when home ownership decreases, the self-service laundry market expands as more people are unable to afford to repair, replace or purchase new washers and dryers, or as they move to apartment housing with inadequate or nonexistent laundry facilities. The market size grows proportionately to the increase in population… people always need to wash clothes.” (source: http://coinlaundry.org)

According to the U.S. Bureau of Labor, total gross revenues for the industry are nearly $20 billion annually (source: 2007 U.S. Bureau of Labor). That translates into reliable cash flow for the Company and a strong, stable job source within the communities the Company operates. These economic and data factors are what prompted Company management to make such an addition to the Company.

In April 2009, the Company’s subsidiary, City Petroleum purchased a gas station location in New York.

In the first quarter of 2009, the Company acquired a 2.18% equity stake, and management role in NYC Liquidation Group, LLC. This firm recently acquired a chain of eBay drop off retail stores in the New York City area. In July 2009, the Company closed and discontinued the two EBay drop off locations due to increased expenses and drop in revenues. The ~~physical~~Company has been released from one rental space, isand ~~being~~the ~~repositioned~~other ~~into~~is ain ~~better~~negotiations ~~business~~to ~~model~~be released.

2629

~~Results~~In ofNovember ~~Operations~~2009, ~~for~~ the ~~Three~~Company ~~Months~~created ~~Ended~~Clean ~~June~~Sweep ~~30,~~Holdings ~~2009~~which ~~Compared~~owns and operates technology centers in Texas and North Carolina. Clean Sweeps was formed to leverage the ~~Three~~power ~~Months~~of ~~Ended~~electronic ~~June,~~gaming ~~2008~~in order to help community organizations raise critical operation funding. Our concept of partnering entertainment gaming, with sweepstakes functionality is allowing the creation of strategic partnerships between retail merchants and charitable organizations.

Results of Operations for the Three Months Ended September 30, 2009 Compared to the Three Months Ended September, 2008.

(a)

Revenue and Cost of Revenue.

	June 30, 2009	June 30, 2008	$ Change	% Change
	September 30, 2009	September 30, 2008	$ Change	% Change
Revenue	$ ~~817~~1,~~012~~033,971	$ 9141,~~503~~608	$ ~~725~~992,~~509~~363	~~793~~2385%
Cost of Revenue	1,~~043~~095,~~965~~452	--	1,~~043~~095,~~965~~452	100%
Gross Profit	(~~226~~61,~~953~~481)	9141,~~503~~608	(~~318~~103,~~456~~089)	(~~348~~248%)
Operating, General and Administrative Costs	1,~~532~~746,~~277~~311	1631,~~235,834~~472	~~296~~1,~~443~~114,839	24177%
Net Operating Loss	$ (1,~~759~~807,~~320~~792)	$ (1589,~~144,331~~864)	$ (~~614~~1,~~899~~217,928)	54206%

The Company had $~~817~~1,~~012~~033,971 of revenue for the three months ended ~~June~~September 30, 2009 compared to $9141,~~503~~608 for the three months ended ~~June~~September 30, 2008, an increase of $~~725~~992,~~509~~363 or ~~793~~2,385%. ~~Revenue~~For ~~for~~ the three months ended ~~June~~September 30 2009, ~~2008~~revenues consisted ~~$64,129~~ of ~~commission revenues and~~ $2794,~~374~~010 ~~of other revenues~~ from ~~the~~commission ~~CEO’s speaking engagements and book sales. For the three months ended June 30 2009~~revenues, ~~revenues consisted of~~ $89123,~~517~~250 from self enrichments infomercial and seminar sales, $~~726~~816,~~123~~641 from the new gas station purchased in April 2009, and $~~1,372~~70 from other revenues. ~~Other~~Revenue ~~revenues~~ for the three months ended ~~June~~September 30, ~~2009~~2008 consisted of $141,~~372~~608 ~~from~~of ~~book~~commission ~~sales~~ revenues.

Additionally, revenues from food and beverage, laundry, retail, and ~~retail~~Millionaire Lifestyle have been ~~re-classed~~reclassified to discontinued operations in connection with the Company’s commitment to sell all the subsidiaries of City Juice and City Laundry, ~~and~~ the discontinuation of the EBay drop off locations, and deconsolidation and impairment of Millionaire Lifestyle.

Costs of revenue were $1,~~043~~095,~~965~~452 for the three months ended ~~June~~September 30, 2009 compared to $0 for the three months ended ~~June~~September 30, 2008. Cost of revenue consisted of the self enrichment segment ($~~410~~333,~~628~~558) for expenses for the infomercial and merchandise, and the oil and gas segment ($~~633~~761,~~337~~894) for inventory of the gas station. Additionally, costs of revenues for the laundry, juice and retail ~~segment~~segments and Millionaire Lifestyle were ~~re-classified~~reclassified to discontinued operations in connection with the Company’s commitment to sell all of the subsidiaries of City Juice and City Laundry, and the deconsolidation and impairment of Millionaire Lifestyle.

As previously discussed, during 2009, the Company increased its leveraging investments and holdings by creating five limited liability companies, whose focus is on the oil and gas, laundry, food and beverage, health and beauty, and retail industries. ~~Although~~Due to the ~~subsidiaries~~current ofeconomic ~~City~~environment, ~~Juice~~the Company experienced losses in the laundry and ~~City~~food and beverage segments. In November 2009, the Company sold 39th Street and Blue Ridge. The Company continues to hold Express Laundry ~~are~~and ~~available~~L.A. Juice as an asset held for sale, due to its commitment to sell the subsidiaries. Company expects revenues for the oil and gas ~~and self enrichment segments~~ to increase during ~~2009~~2010.

For the three months ended ~~June~~September 30, 2009, the Company ~~did~~closed ~~not~~9 ~~close on any~~ properties and generated no$94,010 of revenues from the credit investor program. The Company is actively seeking new buyers and plans on increasing its closed properties each quarter; however, because this is a newly structured endeavor and given the current economic environment the Company is unable to reasonably predict what it may have on its financial statements in the next 12 months.

(b)

Operating, General and Administrative Expenses.

Operating, general and administrative expenses for the three months ended ~~June~~September 30, 2009 were $1,~~532~~746,~~277~~311 compared to $1631,~~235,834~~472 for the three months ended ~~June~~September 30, 2008, an increase of $~~296~~1,~~443~~114,839 or 24177%. The increase for the three months ended ~~June~~September 30, 2009 compared to 2008 was attributable to an increase in compensation ($40887,~~633~~571) due to an increased amount of employees in connection with our additional subsidiaries, ~~marketing~~ and ~~investor~~issuances ~~relations~~of ~~($262,278),~~stock ~~depreciation ($1,480), and other selling, general and administrative expenses ($73,317) all due~~ to ~~the~~our ~~additional~~board ~~subsidiaries created and acquired during the first quarter~~ of ~~2009. Additionally,~~directors ~~fees~~that ~~relating~~were tovalued ~~St. Clair Superior have been re-classified to loss on discontinued operations in connection~~ with the ~~sale~~fair ofvalue ~~majority~~based ofon the ~~Company’s~~grant ~~ownership as of January 30~~date, ~~2009. Expenses~~consulting ~~for~~expenses ~~City Juice~~($341,415) ~~City~~due ~~Laundry’s subsidiaries and Ichiban have also been re-classed~~ to ~~discontinued operations in connection with~~ the ~~Company’s~~additional ~~commitment~~subsidiaries, tooffset ~~sell~~by ~~all~~decreased ~~the~~in ~~subsidiaries~~marketing ~~of City Juice~~ and ~~City~~investor ~~Laundry~~relations ($43,483), and ~~the~~other ~~close~~selling, general and ~~discontinuation~~administrative ofexpenses ~~the~~($70,666). Additionally, ~~EBay~~fees ~~drop off locations.~~

As previously discussed, during the first and second quarter of 2009, the Company increased its leveraging investments and holdings by creating five limited liability companies, whose focus is on the laundry, food and beverage, health and beauty, and retail industries. Additionally, the Company subsidiaries, City Petroleum, City Laundry and City Juice each purchased an additional business during the second quarter of 2009. Due to the increase in employees and operating costs, expenses are expected to increase during 2009.30

27relating to Millionaire Lifestyle have been reclassified to discontinued operations due to the deconsolidation and impairment of the subsidiary on September 30, 2009. Expenses for City Juice, City Laundry’s subsidiaries and Ichiban have also been reclassified to discontinued operations in connection with the sale of 39th Street and Blue Ridge in November 2009, and the commitment to sell Express Laundry and L.A. Juice, and the close and discontinuation of the EBay drop off locations, Millionaire and L.A. Juice 2.

As previously discussed, during the first and second quarter of 2009, the Company increased its leveraging investments and holdings by creating five limited liability companies, whose focus is on the laundry, food and beverage, health and beauty, and retail industries. Additionally, the Company subsidiaries, City Petroleum, City Laundry and City Juice each purchased an additional business during the second quarter of 2009. Additionally, in November 2009 the Company created Clean Sweep which engages in opening and purchasing business that operate technology centers and has one start up locations as of September 30, 2009. Due to the increase in employees and operating costs, expenses are expected to increase during 2010.

(c)

Non-Operating Expense (Income).

Non-operating expense ~~(income)~~ increased by $~~720~~432,~~578~~797 or ~~136~~228% for the three months ended ~~June~~September 30, 2009 compared to ~~June~~September 30, 2008. The increase was attributed to increased interest expense ($~~108~~84,~~949~~671) due to a greater amount of note payables, ~~and~~ loss on investment in subsidiary ($~~106,816~~948), ~~offset~~due byto athe deconsolidation and impairment of Millionaire Lifestyle and change in fair value of debt derivative ($~~374~~373,~~819~~409), offset by a gain on deconsolidation of subsidiary ($26,056) due to the deconsolidation of Millionaire Lifestyle for the three months ended ~~June~~September 30, 2009 compared to the same period in 2008. In the three month period ended ~~June~~September 30, 2008, the Company recorded a significant gain on extinguishment of debt in connection with a modification of existing debt at the time.

(d)

Net ~~Operating~~ Loss Attributable to City Capital Corp.

The Company had a consolidated net operating loss of $12,~~759~~164,~~230~~765 for the three months ended ~~June~~September 30, 2009 compared to $1446,~~144,331~~782 for the three months ended ~~June~~September 30, 2008, an increase of $~~614~~1,~~899~~717,983 or 54385% from operations. The increase in consolidated net operating loss is the result of the factors mentioned above. The Company anticipates a decrease in its consolidated net ~~operating~~ loss during ~~2009~~2010 due to the increased revenues generated from the new subsidiaries.

Results of Operations for the ~~Six~~Nine Months Ended ~~June~~September 30, 2009 Compared to the ~~Six~~Nine Months Ended ~~June~~September, 2008.

(a)

Revenue and Cost of Revenue.

	June 30, 2009	June 30, 2008	$ Change	% Change
	September 30, 2009	September 30, 2008	$ Change	% Change
Revenue	$ ~~873~~1,~~432~~901,804	$ 98140,~~503~~111	$ ~~774~~1,~~929~~761,693	~~787~~1,257%
Cost of Revenue	12,~~106~~191,~~484~~055	--	12,~~106~~191,~~484~~055	100%
Gross Profit	(~~233~~289,~~052~~251)	98140,~~503~~111	(~~331~~429,~~555~~362)	(~~337~~306%)
Operating, General and Administrative Costs	23,~~167~~838,~~240~~100	12,~~794~~426,~~697~~168	~~372~~1,~~543~~411,932	~~(21~~58%)
Net Operating Loss	$ (24,~~400~~127,~~292~~351)	$ (12,~~696~~286,~~194~~057)	$ (~~704~~1,~~098~~841,294)	4281%

The Company had $~~873~~1,~~432~~901,804 of revenue for the ~~six~~nine months ended ~~June~~September 30, 2009 compared to $98140,~~503~~111 for the nine months ended ~~June~~September 30, 2008, an increase of $~~774~~1,~~929~~761,693 or ~~787~~1,257%. ~~Revenue~~For ~~for~~ the ~~six~~nine months ended ~~June~~September 30, ~~2008 consisted $71~~2009,~~129~~ ~~of commission~~ revenues ~~and~~consisted of $2794,~~374~~010 ~~of other revenues~~ from ~~the~~commission ~~CEO’s speaking engagements and book~~ sales~~. For the six months ended June 30 2009~~, ~~revenues consisted of~~ $94212,~~517~~168 from self enrichments infomercial and seminar sales, $~~726~~1,~~123~~542,764 from the new gas station purchased in April 2009, $49,473 from the sale of a redevelopment home, and $3,~~319~~389 from other revenues. Other revenues for the ~~six~~nine months ended ~~June~~September 30, 2009 consisted of $3,319 from book sales . Revenue for the nine months ended September 30, 2008 consisted $112,737 of commission revenues from the credit-investor program and $27,374 of other revenues from the CEO’s speaking engagements and book sales.

~~Additionally,~~Cost ~~rental~~of ~~revenues~~revenue ~~and~~was ~~cost~~$2,191,055 ~~of revenues~~ for the ~~six~~nine months ended ~~June~~September 30, ~~2008~~2009 ~~has~~compared ~~been reclassified~~ to ~~discontinued~~$0 ~~operations~~for in the ~~Company’s~~nine ~~financial~~months ~~statements~~ended ~~due~~September to30, ~~the~~2008. Cost ~~sale~~ of arevenues ~~majority~~includes of the ~~Company’s~~initial ~~ownership~~purchase ~~rights~~price inof ~~its~~the ~~subsidiary~~home, ~~St.~~renovation ~~Clair~~expenses, ~~Superior~~and ~~Apartment~~closing ~~Inc. Revenues~~costs ~~from~~paid ~~food~~by ~~and~~the ~~beverage,~~Company ~~laundry,~~in ~~and~~connection ~~retail~~with ~~for~~ the ~~six~~sale ~~months~~of ~~ended~~the ~~June~~home. Cost ~~30,~~of ~~2009~~revenue ~~have~~consisted ~~also~~of ~~been~~the ~~re-classed~~self toenrichment ~~discontinued~~segment ~~operations~~($744,186) infor ~~connection~~expenses ~~with~~for the ~~Company’s~~infomercial ~~commitment~~and tomerchandise, ~~sell~~and ~~all~~ the ~~subsidiaries~~oil ofand ~~City~~gas ~~Juice~~segment ~~and~~($1,395,232) ~~City~~for ~~Laundry~~inventory of the gas station, and the ~~discontinuation~~sale of ~~the~~one ~~EBay~~home ~~drop~~inventory ~~off locations~~($51,637).

Cost of revenue was $1,106,484 for the six months ended June 30, 2009 compared to $0 for the nine months ended June 30, 2008. Cost of revenues includes the initial purchase price of the home, renovation expenses, and closing costs paid by the Company in connection with the sale of the home. Cost of revenue consisted of the self enrichment segment ($421,509) for expenses for the infomercial and merchandise, and the oil and gas segment ($633,337) for inventory of the gas station. Additionally, costs of revenues for the laundry, juice and retail segment for the six months ended June 30, 2009 were re-classified to discontinued operations in connection with the Company’s commitment to sell all of the subsidiaries of City Juice and City Laundry.31

AsAdditionally, ~~previously~~rental ~~discussed,~~revenues ~~during~~and ~~2009~~cost of revenues for the nine months ended September 30, 2008 has been reclassified to discontinued operations in the Company’s ~~increased~~financial ~~its~~statements ~~leveraging~~due ~~investments~~to ~~and~~the ~~holdings~~sale byof ~~creating~~a ~~five~~majority ~~limited~~of ~~liability~~the ~~companies~~Company’s ownership rights in its subsidiary, ~~whose~~St. ~~focus~~Clair isSuperior onApartment ~~the~~Inc. ~~oil~~Revenues ~~and~~for ~~gas,~~City ~~laundry~~Juice, ~~food~~City Laundry’s subsidiaries and ~~beverage,~~Ichiban ~~health~~have ~~and~~also ~~beauty,~~been ~~and~~reclassified ~~retail~~to ~~industries. Although~~discontinued operations in connection with the ~~subsidiaries~~sale of ~~City~~39th ~~Juice~~Street and ~~City~~Blue ~~Laundry~~Ridge ~~are~~in ~~available~~November ~~for sale~~2009, and the ~~Company~~commitment ~~expects~~to ~~revenues~~sell ~~for~~Express ~~the~~Laundry ~~oil~~and L.A. Juice, and ~~gas~~the close and ~~self~~discontinuation ~~enrichment~~of ~~segments~~the toEBay ~~increase~~drop ~~during~~off ~~2009~~locations, Millionaire and L.A. Juice 2.

28As previously discussed, during the first and second quarter of 2009, the Company increased its leveraging investments and holdings by creating five limited liability companies, whose focus is on the laundry, food and beverage, health and beauty, and retail industries. Additionally, the Company subsidiaries, City Petroleum, City Laundry and City Juice each purchased an additional business during the second quarter of 2009. Additionally, in November 2009 the Company created Clean Sweep which engages in opening and purchasing business that operate technology centers and has one start up locations as of September 30, 2009. Due to the increase in employees and operating costs, expenses are expected to increase during 2010.

For the ~~six~~nine months ended ~~June~~September 30, 2009, the Company ~~did~~9 ~~not close on any~~ properties and generated no$94,010 in revenues from the credit investor program. The Company is actively seeking new buyers and plans on increasing its closed properties each quarter; however, because this is a newly structured endeavor and given the current economic environment the Company is unable to reasonably predict what it may have on its financial statements in the next 12 months.

(b)

Operating, General and Administrative Expenses.

Operating, general and administrative expenses for the ~~six~~nine months ended ~~June~~September 30, 2009 were $23,~~167~~838,~~240~~100 compared to $12,~~794~~426,~~697~~168 for the ~~six~~nine months ended ~~June~~September 30 2008, an increase of $~~372~~1,~~543~~411,932 or 2158%. The increase for the ~~six~~nine months ended ~~June~~September 30, 2009 compared to 2008 was attributable to an increase in compensation ($~~216~~1,~~179~~103,750) due a bonuses related to the employment agreement between the Company and our President, ~~and~~ increased employees at the Company’s subsidiaries, ~~marketing~~ and ~~investor~~the ~~relations~~issuance of stock to our board of directors fair valued on the grant date, consulting ($~~283~~137,~~338~~109), ~~depreciation~~and marketing and investor relations ($1177,~~480~~537), ~~and~~offset by a decrease in other selling, general and administrative expenses ($~~128~~6,~~455~~466) all due to the additional subsidiaries created and acquired during the first and second quarter of 2009. Additionally, fees relating to St. Clair Superior have been re-classified to loss on discontinued operations in connection with the sale of majority of the Company’s ownership as of January 30, 2009. Fees relating to Millionaire Lifestyle have also been reclassified to discontinued operations due to the deconsolidation and impairment of the subsidiary on September 30, 2009. Expenses for City Juice, City Laundry’s subsidiaries and Ichiban have also been ~~re-classed~~reclassified to discontinued operations in connection with the Company’s commitment to sell all the subsidiaries of City Juice and City Laundry, and the close and discontinuation of the EBay drop off locations.

As previously discussed, during the first and second quarter of 2009, the Company increased its leveraging investments and holdings by creating five limited liability companies, whose focus is on the laundry, food and beverage, health and beauty, and retail industries. Additionally, the Company subsidiaries, City Petroleum, City Laundry and City Juice each purchased an additional business during the second quarter of 2009. Additionally, in November 2009 the Company created Clean Sweep which engages in opening and purchasing business that operate technology centers and has one start up locations as of September 30, 2009. Due to the increase in employees and operating costs, expenses are expected to increase during ~~2009~~2010.

(c)

Non-Operating Expense (Income).

Non-operating expense (income) increased by $~~436~~869,~~748~~545 or ~~112~~150% for the ~~six~~nine months ended ~~June~~September 30, 2009 compared to ~~June~~September 30, 2008. This was attributed significantly to the sale of 80% of St. Clair Superior, and deconsolidation of Millionaire Lifestyle which resulted in a gain on deconsolidated of subsidiary of ($~~346~~372,~~404~~460), ~~and~~offset by $~~315~~119,~~555~~201 ~~for~~as ~~the~~a ~~change~~loss on investments in ~~fair~~unconsolidated ~~value~~subsidiaries ofdue to the ~~Company’s~~impairment ~~debt~~of ~~derivative,~~The ~~offset~~Male byRoom, and $~~118~~185,~~253~~493 asof ainterest ~~loss~~expense onfor ~~investments~~the innine ~~unconsolidated~~months ~~subsidiaries,~~ended ~~and~~September ~~$100~~30,~~822~~ 2009 due to increased amounts of ~~interest~~note ~~expense~~payables. Additionally, for the ~~six~~nine months ended ~~June~~September 30, 2009, the Company had a decrease of gain on extinguishment of debt ($879,632).

~~(d)~~ 32

(d) Net ~~Operating~~ Loss Attributable to City Capital Corp.

The Company had a consolidated net operating loss of $25,~~400~~037,~~292~~895 for the ~~six~~nine months ended ~~June~~September 30, 2009 compared to $1,~~696~~814,~~194~~617 for the ~~six~~nine months ended ~~June~~September 30, 2008, an increase of $~~704~~3,~~098~~223,278 or approximately 42178% from operations. The increase in consolidated net operating loss is the result of the factors mentioned above. The Company anticipates a decrease in its consolidated net operating loss during ~~2009~~2010 due to the increased revenues generated from the new subsidiaries.

Factors That May Affect Operating Results.

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

market acceptance of and changes in demand for services;

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

gain or loss of clients or strategic relationships;

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

price competition;

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

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

changes in governmental regulation; and

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

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

Operating Activities.

The net cash used in operating activities was $12,~~660~~207,~~883~~698 for the ~~six~~nine months ended ~~June~~September 30, 2009 compared to $~~971~~1,~~907~~796,217 for the ~~six~~nine months ended ~~June~~September 30, 2008, an increase of $~~688~~411,~~975~~481 or 7123%. This increase is attributed to many changes from period to period, including an increase in accounts payable and accrued expenses, and deferred revenues in connection with the infomercial, offset by a decrease in the Company’s ~~debt derivative, and~~ note receivable-related party, and ~~increase~~home ~~in accounts receivable, and~~ inventory.

Investing Activities.

Net cash used in investing activities was $~~798~~813,~~138~~919 for the ~~six~~nine months ended ~~June~~September 30, 2009 compared to $5,000 for the ~~six~~nine months ended ~~June~~September 30, 2008, an increase of $~~793~~808,~~138~~919 or ~~159~~16,178%. The increase is due to the purchase of six new businesses by the Company’s subsidiaries and associated assets, and increase in investments in unconsolidated subsidiaries, offset by the proceeds from discontinued operations due to the sale of a majority of the ownership in St. Clair Superior~~, offset by the proceeds from discontinued operations and gain on deconsolidation of subsidiary~~.

Financing Activities.

Net cash provided by financing activities increased to $2,~~369~~863,~~622~~144 compared to $~~964~~1,~~692~~871,716 for the nine months ended ~~June~~September 30, 2009 and 2008, an increase of $1991,~~404,930~~428 or ~~146~~53%. This increase was due to the increased amount of debt the Company acquired to support its operations.

Liquidity and Capital Resources.

As of ~~June~~September 30, 2009, the Company had total current assets of $2,~~598~~537,~~159~~655 and total current liabilities of $78,~~104~~190,~~464~~354, resulting in a working capital deficit of $45,~~506~~652,~~305~~699. The Company’s cash balance as of ~~June~~September 30, 2009 totaled $~~124~~55,~~589~~515. Overall, cash and cash equivalents for the ~~six~~nine months ended ~~June~~September 30, 2009 decreased by $89158,~~399~~473 from December 31, 2008 due to the increased purchase of subsidiaries. As a result of substantially more subsidiaries purchased in the first and second quarters of 2009, expense for additional employees and operating costs have dramatically decreased the cash balance during 2009. The Company’s debt load will also put considerable strain on its cash resources for the remainder of 2009.

Whereas the Company has been successful in the past in raising capital, no assurance can be given that these sources of financing will continue to be available to it and/or that demand for equity/debt instruments will be sufficient to meet its capital needs, or that financing will be available on terms favorable to the Company. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.33

substantially more subsidiaries purchased in the first and second quarters of 2009, expense for additional employees and operating costs have dramatically decreased the cash balance during 2009. The Company’s debt load will also put considerable strain on its cash resources for the remainder of 2009 and into 2010.

In December 2009, the Company was notified that its fund source for debt instruments was at capacity and unable to further participate in City Capital Corp programs. This has caused the Company to receive fewer funds subsequent to December 2009 than anticipated. Whereas the Company has been successful in the past in raising capital, no assurance can be given that these sources of financing will continue to be available to it and/or that demand for equity/debt instruments will be sufficient to meet its capital needs, or that financing will be available on terms favorable to the Company.

The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

curtail operations significantly;

sell significant assets;

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

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

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

Inflation.

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

Off-Balance Sheet Arrangements.

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

Critical Accounting Policies.

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

(a)

Use of Estimates in the Preparation of Financial Statements.

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

(b)

Revenue Recognition.

Revenues from the self enrichment, food and beverage, laundry, oil and gas and retail segments arise from the sale of merchandise and services. We recognize revenue when the customer takes possession of the merchandise, shipment of merchandise, or in the case of services, at the time the service is provided.

(cb)

Stock Based Compensation.

~~Shares~~Stock based compensation is accounted for using the Equity-Based Payments to Non-Employee Topic or Stock Compensation Topic of the ~~Company’s~~FASB ~~common~~ASC, ~~stock~~which ~~were~~establishes ~~issued~~standards for ~~services. These~~the ~~issuances~~accounting ~~are~~for ~~valued~~transactions atin ~~the~~which ~~fair~~an ~~market~~entity ~~value~~exchanges ofits ~~the~~equity instruments for goods or services. ~~provided~~It ~~and~~also ~~the~~addresses ~~number~~transactions ofin ~~shares~~which ~~issued~~an isentity ~~determined~~incurs ~~based~~liabilities ~~upon~~in ~~what~~exchange for goods or services that are based on the ~~price~~fair value of the ~~common~~entity’s ~~stock~~equity isinstruments onor that may be settled by the ~~date~~issuance of ~~each~~those ~~respective~~equity ~~transaction~~instruments. ~~For~~ ~~those~~We ~~transactions~~determine ~~without~~the avalue ~~fair~~of ~~market~~stock ~~value~~issued inat the ~~service~~date ~~contract,~~of ~~the~~grant. ~~Company~~We ~~values~~also ~~the~~determine ~~shares~~at ~~issued~~the ~~for~~date ~~services~~of atgrant the value of stock at fair market value or the value of ~~its~~services ~~common~~rendered ~~stock~~(based on ~~the~~contract ~~grant~~or ~~date~~otherwise) whichever is more readily determinable.

(dc)

Investment in Unconsolidated Investee.

Entities in which the Company does not have a controlling financial interest (and therefore are not consolidated) but in which the Company exerts significant influence (generally defined as owning a voting interest of 20% to 50%, or a partnership interest greater than 3%) are accounted for ~~under~~as ~~Accounting~~required ~~Principles~~by ~~Board~~the ~~(“APB”)~~Investments-Equity ~~Opinion~~Method ~~No. 18,~~and ~~“The~~Joint ~~Equity~~Venture ~~Method~~Topic of ~~Accounting~~the ~~for~~FASB ~~Investments~~Codification. As inof ~~Common~~September ~~Stock”. The~~30, 2009 the Company accounts for its investments in ~~The Male Room and~~ St. Clair Superior under the equity method of accounting and records its share of income as a component within Consolidated Statement of Operations. The Company fully impaired The Male Room as of September 30, 2009 due to the closure of the businesses in ~~its~~December ~~consolidated~~2009. In ~~statement~~addition, the Company fully impaired Millionaire Lifestyle as of September 30, 2009 due to the cessation of operations in December 2009.

~~Forward Looking Statements.~~(d)

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

~~Forward~~If ~~looking~~at ~~statements~~any ~~are~~time ~~subject~~the toCompany ~~certain~~is ~~risks~~not ~~and~~able ~~uncertainties that could cause actual results~~ to ~~differ~~pay ~~materially~~back ~~from~~outstanding ~~those~~debt ~~projected. These~~upon ~~risks~~the ~~and~~maturity ~~uncertainties include~~date, ~~but~~the ~~are~~Company ~~not~~actively ~~limited~~works ~~to,~~with ~~those~~the ~~discussed~~note ~~above~~holder asto ~~well~~modify as the ~~risks~~terms ~~set forth above under “Factors That May Affect Operating Results.” These forward looking statements speak only as~~ of the ~~date hereof~~agreement. ~~The~~All ~~Company~~modifications ~~expressly disclaims any obligation or undertaking~~ to ~~release~~debt ~~publicly~~are ~~any~~evaluated ~~updates~~for ordebt ~~revisions~~extinguishment toas ~~any~~required ~~forward~~by ~~looking~~the ~~statements~~Debt ~~contained~~Topic ~~herein~~of tothe ~~reflect~~FASB ~~any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based~~Codification.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Not applicable.

ITEM 4(T). CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

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

As of the end of the period covered by this report, the Company’s management carried out an evaluation, under the supervision and with the participation of the principal executive officer/principal financial officer, of disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon the evaluation, the principal executive officer/principal financial officer concluded that the Company’s disclosure controls and procedures were not effective at a reasonable assurance level to ensure that information required to be disclosed by it in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms since the Company is currently late in filing this Form 10-Q. The principal executive officer/principal financial officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the principal executive officer/principal financial officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended ~~June~~September 30, 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

~~There have been no material developments in the legal proceedings as previously disclosed in response to Item 3 of Part I of the Company’s latest Form 10-K.~~(a)

In January 2004, the Company was advised that the parties with whom the Company negotiated a settlement and disposition of its former turf installation business are dissatisfied with the results of the settlement transaction and have not returned to the Company, for cancellation, the 4,000 restricted shares of the Company's common stock, adjusted for the stock split, as required by the settlement agreement, notwithstanding the performance by the Company of the obligations imposed on the Company by the settlement agreement.

Accordingly, the Company does not believe, based on its assessment, that it is necessary to make any provisions in its financial statements for any possible adverse result. As of December 31, 2008 the shares have not been returned to the Company.

(b)

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: The Granite Companies v. City Capital Corporation. The Granite Companies and the Company 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. After the agreement was signed, the Company commenced its due diligence and became aware that the statements and representations made by representatives of The Granite Companies were materially false. As a result, immediately thereafter, the Company, through counsel, sent a letter terminating the agreement

and requesting the return of certain funds: The Company had previously provided The Granite Companies a $150,000 deposit and paid approximately $30,000 for the continued operations of The Granite Companies

The complaint alleges that the Company 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.

There was a mediation scheduled before a United States District Court Judge on March 19, 2009. The case did not settle.

Management believes the Company has meritorious claims and defenses to the claims of The Granite Companies and ultimately will prevail on the merits. However, this matter remains in the early stages of litigation and there can be no assurance as to the outcome of the lawsuit. Litigation is subject to inherent uncertainties, and unfavorable rulings could occur. Were unfavorable rulings to occur, there exists the possibility of a material adverse impact of money damages on the Company's financial condition, results of operations, or liquidity of the period in which the ruling occurs, or future periods.

(c) In the fall of 2009, the Company was advised that a complaint had been prepared in State Court in Minnesota seeking approximately $160,000. This lawsuit allegedly stems from monies owed to the former insiders of the Company. The monies allegedly owed were then assigned to a company named Deal Flow, which is owned by one of the former insiders of the Company. The underlying Complaint also sought to unwind a transfer from the Company to AmoroCorp for approximately $1,900,000. The CEO of the Company was also named as a Defendant in the case in his individual capacity. The Company, the CEO and AmoroCorp filed a motion to dismiss the complaint on a number of bases. The CEO and AmoroCorp sought to dismiss the complaint, contending the Court lacked personal jurisdiction over them. The Company sought to dismiss the Complaint, contending that it failed to state a claim upon which relief could be granted. In late January, 2010, a hearing was conducted. At the conclusion of the hearing the Court granted the Motion. The Court found that it does not have personal jurisdiction over either the CEO or AmoroCorp. Rather than dismissing the case as against them, the case has been stayed, in case Deal Flow is able to present facts at some later time showing that the Court has personal jurisdiction. With respect to the Company, the Court has directed Deal Flow to file an amended complaint.

The Company denies any liability and is vigorously disputing the claims. The Company will take all appropriate action with respect to this claim, including investigating whether it has any claims against the former insiders for monies owed to the Company.

ITEM 1A. RISK FACTORS.

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

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

~~On April 15, 2009, the Company issued 300,000 shares of restricted common stock for services for $15,000 at $0~~None.~~05 per share.~~

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

~~Not~~As ~~Applicable~~of September 30, 2009, the Company has no defaults upon senior securities except that noted in the Notes To The Financial Statements- Note 13.

ITEM 4. ~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.~~[RESERVED]

~~None~~Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

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

3337

SIGNATURE

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: ~~January~~March 1423, 2010

By: /s/ Ephren W. Taylor II

Ephren W. Taylor II,

Chief Executive Officer (principal financial ~~and accounting~~ officer)

3438

EXHIBIT INDEX

Number

Description

3.1

Articles of Incorporation, dated ~~July~~September 1730, 1984 (incorporated by reference to Exhibit 3.1 of the Form 10-KSB filed on April 13, 2001).

3.2

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

3.3

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

3.4

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

3.5

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

3.6

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

3.7

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

3.8

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

3.9

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

3.10

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

3.11

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

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

10.1

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

10.2

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

10.3

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

10.4

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

10.5

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

10.6

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

3539

10.7

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

10.8

Stock Purchase Agreement between City Capital Corp and Purchaser, dated January 30, 2009 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on April 1, 2009).

10.9

Consulting Services Agreement between the Company and Web3Direct, Inc., dated June 5, 2008 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on September 3, 2009).

10.10

Agreement Between the Company and REIAssure, Inc., dated June 5, 2008 (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on September 3, 2009).

10.11

Purchase Agreement between the Company and 39^th Street, dated January 29, 2009 (incorporated by reference to Exhibit 10.11 of the Form 10-Q filed on September 17, 2009).

10.12

Purchase Agreement between the Company and Blue Ridge, dated March 12, 2009 (incorporated by reference to Exhibit 10.12 of the Form 10-Q filed on September 17, 2009).

10.13

Escrow Agreement between the Company and Ichiban Ventures, Inc., dated January 16, 2009 (incorporated by reference to Exhibit 10.13 of the Form 10-Q filed on September 17, 2009).

10.14

General Release, Termination and Indemnification Agreement between ~~Guiseppe~~Giuseppe Arlia. and the Company dated January 16, 2009 (incorporated by reference to Exhibit 10.14 of the Form 10-Q filed on September 17, 2009).

10.15

Asset Purchase Agreement between the Company and LA Juice, dated February 20, 2009 (incorporated by reference to Exhibit 10.15 of the Form 10-Q filed on September 17, 2009).

10.16

Asset Purchase Agreement between the Company and ~~Blendz~~Blends 101, LLC, dated April 2, 2009 (incorporated by reference to Exhibit 10.16 of the Form 10-Q filed ~~herewith~~on January 15, 2010).

10.17

Asset Purchase Agreement between the Company and Hebron Consulting, dated April 24, 2009 (incorporated by reference to Exhibit 10.17 of the Form 10-Q filed ~~herewith~~on January 15, 2010).

10.18

Lease Transfer and Asset Purchase Agreement between the Company and Brookhaven Gasoline

Co., Inc., dated April 3, 2009 (incorporated by reference to Exhibit 10.18 of the Form 10-Q filed ~~herewith~~January 15, 2010).

10.19

Employment Agreement between the Company and Wendy J. Connor, dated November 19, 2009 (filed herewith).

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

16.1

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

16.2

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

16.3

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

17.1

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

17.2

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

17.3

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

17.4

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

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Form 10K filed on May 20, 2009).

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

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

99.1

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

99.2

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

99.3

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

3741

Filing Compare · CITY CAPITAL CORP