UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) FEBRUARY 7, 2007
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CITY CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA 33-5902 22-2774460
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2535 Pilot Knob Road, Mendota Heights, Minnesota 55120
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (651) 452-1606
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant.
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On February 5, 2007, the firm De Joya Griffith & Company, LLC, of Henderson,
Nevada, was engaged as the principal accountant to audit the Registrant's
financial statements for the fiscal year of the Registrant ended December 31,
2006, and George Brenner, C.P.A., the independent accountant who was previously
engaged as the principal accountant to audit the Registrant's financial
statements, resigned.
The decision to change independent accountants was approved by the Audit
Committee and the Board of Directors of the Registrant on February 5, 2007.
Except for the following qualification, the reports of George Brenner, C.P.A.,
for the fiscal years ended December 31, 2005 and 2004 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope, or accounting principle:
"The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations
and negative cash flows. These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty."
During the fiscal years ended December 31, 2005 and 2004, and interim periods
through September 30, 2006, there were no disagreements with George Brenner,
C.P.A. on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of George Brenner, C.P.A., would have caused him to make
reference thereto in his report on the Registrant's financial statements for
such years.
During the fiscal years ended December 31, 2005 and 2004 and through February
7, 2007, there were no "reportable events" with respect to the Registrant as
that term is defined in Item 304(a)(1)(iv) of Regulation S-B.
During the fiscal years ended December 31, 2005 and 2004 and through February
7, 2007, the Registrant did not consult with George Brenner, C.P.A. with
respect to any of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-B.
The Registrant provided a copy of the foregoing disclosures to George Brenner,
C.P.A. prior to the date of filing this report and requested that he provide it
with a letter addressed to the Securities and Exchange Commission stating
whether or not he agrees with the statements in this Item 4.01. A copy of the
letter furnished in response to that request is filed as Exhibit 16.1 to this
Form 8-k.
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Item 9.01. Financial Statements and Exhibits.
Exhibit 16.1 Letter of George Brenner, C.P.A., dated February 7, 2007,
regarding change in certifying accountant of City Capital
Corporation
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CITY CAPITAL CORPORATION
February 7, 2007 By: /s/ EPHREN TAYLOR
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Ephren Taylor, Chief Executive Officer
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Exhibit 16.1
GEORGE BRENNER, C.P.A.
A PROFESSIONAL CORPORATION
(Letterhead)
February 7, 2007
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: City Capital Corporation, a Nevada corporation (the "Company")
Ladies and Gentlemen:
I have read the statements made by City Capital Corporation (copy attached),
which I understand will be filed with the Securities and Exchange Commission,
pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K report of the
Company dated February 7, 2007. I agree with the statements concerning my firm
in such Form 8-K.
Very truly yours,
/s/ George Brenner
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George Brenner, C.P.A.
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