U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 33-5902
CITY CAPITAL CORPORATION
(Exact Name of Company as Specified in its Charter)
Nevada 22-2774460
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
2000 Mallory Lane, Suite 130-301, Franklin, Tennessee 37067
(Address of Principal Executive Offices)
(877) 367-1463
(Company's Telephone Number)
______________________________________________________________
(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 X No .
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting
company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the Company is a shell company
(as defined in Rule 12b-2 of the Exchange Act): Yes No X .
As of August 15, 2008, the Company had 5,550,593 shares of
common stock issued and outstanding.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2008
(UNAUDITED) AND DECEMBER 31, 2007 (AUDITED) 4
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED) FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2008 AND JUNE 30, 2007 6
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) FOR THE SIX MONTHS ENDED
JUNE 30, 2008 AND JUNE 30, 2007 8
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED) 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 22
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 31
ITEM 4. CONTROLS AND PROCEDURES 31
ITEM 4(T). CONTROLS AND PROCEDURES 31
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 32
ITEM 1A. RISK FACTORS 32
ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS 32
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 33
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 33
ITEM 5. OTHER INFORMATION 33
ITEM 6. EXHIBITS 33
SIGNATURE 34
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCAL STATEMENTS.
CITY CAPITAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, December 31,
2008 2007
(Unaudited) (Audited)
ASSETS
Current Assets:
Cash $ 33,284 $ 45,499
Restricted cash - security deposits 9,012 13,728
Accounts receivable 7,972 8,743
Prepaid Insurance 471 --
Note receivable - related party 2,025,106 2,131,780
Other asset 3,000 3,719
_________ _________
Total current assets 2,078,845 2,203,469
Fixed asset, net of accumulated depreciation of $4,500 and
$1,375 at June 30,2008 and December 31, 2007, respectively 165,500 163,625
Intangible assets, net of accumulated amortization of $63,065
and $32,113 at June 30, 2008 and December 31, 2007,
respectively 13,550 44,502
Goodwill 148,146 148,146
_________ _________
Total Assets $2,406,041 $2,559,742
__________ __________
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses $ 189,324 $ 311,371
Security deposits 7,799 10,695
Accrued consulting - related party 95,694 195,694
Unsecured liability including accrued interest of $16,667 and $0
at June 30, 2008 and December 31, 2007, respectively 566,249 604,582
Notes payable including accrued interest
of $63,593 and $590,374 at June 30, 2008
and December 31, 2007, respectively 2,177,311 1,980,008
Convertible debentures including
interest of $51,848 and $5,700
at June 30, 2008 and December 31, 2007, respectively 156,849 35,700
Debt derivative 395,858 150,269
_________ _________
Total current liabilities 3,589,084 3,288,319
Long Term Liabilities:
Notes payable, noncurrent including interest of $8,930 as of
June 30, 2008 78,930 --
Convertible debentures, noncurrent including interest of
$41,160 December 31, 2007 -- 116,160
__________ __________
Total liabilities 3,668,014 3,404,479
Stockholders' Deficit:
Preferred stock: $0.001 par value,
designated as Series A; authorized 15,000,000 shares; none
issued and outstanding at June 30, 2008 and December 31,
2007, respectively -- --
Common stock: $0.001 par value; authorized 235,000,000
shares; issued and outstanding 5,519,926 and 2,524,252 at
June 30, 2008 and December 31, 2007, respectively 5,520 2,524
Additional paid-in capital 9,652,194 8,690,453
Accumulated deficit (10,917,572) (9,549,737)
Stock payable (2,115) 12,023
___________ ___________
Total stockholders' deficit (1,261,973) (844,737)
___________ ___________
Total liabilities and stockholders' deficit $ 2,406,041 $2,559,742
___________ __________
See Accompanying Notes to Condensed Consolidated Financial Statements
CITY CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
2008 2007 2008 2007
Revenue:
Commission revenue $ 64,129 $ -- $ 71,129 $ --
Rental revenue 25,176 -- 60,571 --
Other revenue 27,374 -- 27,374 --
__________ __________ _________ _________
Total revenue 116,679 -- 159,074 --
Cost of revenue:
Cost of rental revenue 16,716 -- 28,853 --
__________ _________ _________ _________
Total cost of revenue 16,716 -- 28,853 --
__________ __________ __________ ________
Gross profit 99,963 -- 130,221 --
Operating, general and administrative expenses:
Compensation expense 630,100 110,451 759,600 110,451
Consulting expense 278,813 1,790,559 481,200 2,622,538
Other operating, general and administrative
Expenses 364,677 801,402 647,709 1,030,597
_________ __________ ___________ __________
Total 1,273,590 2,702,412 1,888,509 3,763,586
__________ __________ __________ _________
Operating loss (1,173,627) (2,702,412) (1,758,288) (3,763,586)
Non-operating expense (income)
Interest expenses (net of interest income) 90,243 434,597 243,590 550,853
Loss on investment -- 181,817 -- 181,817
Loss on investment of subsidiary -- -- -- 64,170
Gain on extinguishment of debt (879,632) -- (879,632) --
Change in fair value of debt derivative 259,902 (280,031) 245,589 (39,347)
_________ ___________ _________ ________
Total (529,487) 336,383 (390,453) 757,493
Loss before discontinued operations (644,140) (3,038,795) (1,367,835) (4,521,079)
Gain (loss) from discontinued operations -- (6,073) -- 7,033
_________ ___________ __________ __________
Net loss $ (644,140) $(3,044,868) $(1,367,835) $(4,514,046)
____________ ____________ ___________ ___________
Basic and diluted loss per common share
- before discontinued operations $ (0.15) $ (2.88) $ (0.39) $ (4,87)
____________ ____________ ____________ ___________
Basic and diluted loss per common
share - discontinued operations $ -- $ (0.01) $ -- $ 0.01
____________ ____________ ____________ ____________
Basic and diluted loss per
common share - net loss $ (0.15) $ (2.88) $ (0.39) $ (4.87)
____________ ____________ ____________ ___________
Weighted average number of common shares
used to compute net loss per
weighted average share 4,398,019 1,058,375(1) 3,513,461 928,716(1)
_________ ___________ _________ __________
(1) Adjusted for a 1 for 25 reverse split of the Company's common
stock effective on December 12, 2007.
See Accompanying Notes to Condensed Consolidated Financial Statements
CITY CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended
June 30,
2008 2007
Cash flows from operating activities
Net loss $ (1,367,835) $ (4,514,046)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization expense 34,077 --
Stock issued for services 389,097 1,775,068
Stock issued for interest expense 50,000 --
Stock issued for accounts payable 11,500 --
Stock issued for officer compensation 500,000 --
Loss on disposition of investment subsidiary -- 64,170
Gain on extinguishment of debt (879,632) --
Fair value of debt derivative 245,589 (39,347)
Interest income -- (1,700)
Change in operating assets and liabilities:
Decrease in restricted cash - security deposits 4,716 --
Decrease in accounts receivable 771 --
(Increase) in prepaid expense (471) --
(Increase) in notes receivable-related party (40,317) (1,067,040)
(Increase) in notes receivable -- (81,204)
(Increase) in deposits -- (300,000)
Decrease in other assets 719 --
Increase in accounts payable and accrued expense 24,946 101,821
(Decrease) in security deposits (2,896) --
Increase in accrued interest 57,829 394,511
Increase in unsecured liability -- 500,000
__________ ____________
Net cash used in operating activities (971,907) (3,167,767)
Cash flows from investing activities:
Property purchases (5,000) (1,216,232)
Property sales -- 668,838
___________ ___________
Net cash used in investment activities (5,000) (547,394)
Cash flows from financing activities:
Stock for cash -- 127,200
Accrued expense-related party (100,000) --
Proceeds from notes payable 1,115,000 4,408,678
Payments for notes payable and unsecured liability (50,308) (705,636)
___________ __________
Net cash provided by financing activities 964,692 3,830,242
(Decrease) increase in cash (12,215) 115,081
Cash at beginning of period 45,499 12,026
__________ __________
Cash at end of period $ 33,284 $ 127,107
___________ ___________
Supplement disclosure of cash flow information:
Interest paid $ 94,476 $ 61,843
__________ ___________
Income taxes paid $ -- $ --
__________ ___________
Non-cash transactions:
Note receivable and interest income exchanged for
accounts payable, accrued expenses and debt $ 146,991 $ 45,988
__________ ___________
Redevelopment houses acquired through
note receivable - related party $ -- $ 185,913
__________ ___________
Notes receivable - related party acquired
through note payable $ -- $ 1,184,414
__________ ___________
Conversion of notes payable, debentures
and accrued interest to common stock $ -- $ 129,563
___________ ___________
Stock dividend $ -- $ 746,035
___________ ___________
Unsecured liability converted to a note payable $ 40,000 $ --
___________ ___________
Reclassification of investment in portfolio
companies and prepaid expense to land
and retained earnings $ -- $ 1,089,803
___________ ___________
Stock receivable from excess shares
issued for compensation agreement $ 2,115 $ --
___________ ____________
Release of stock payable $ 12,023 $ --
___________ ____________
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. 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,
2007 Annual Report on Form 10-KSB. Operating results for the period
ended June 30, 2008 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2008.
The Companies subsidiaries include Goshen Energy, Inc. ("Goshen"), a
Nevada corporation who engages in the buying, selling, and drilling
of oil and gas was organized on August 10, 2006; and the St. Clair
Superior Apartment, Inc., an Ohio corporation, organized February 23,
2000, that is an apartment complex. Goshen remained dormant until
the first quarter of 2007.
Effective December 1, 2004 the Company commenced operating as a
Business Development Company ("BDC") under Section 54(a) of the
Investment Company Act of 1940 ("1940 Act"). On November 11, 2006
the Company presented for shareholder approval a resolution to
withdraw the Company's election to continue to operate as a BDC. On
December 11, 2006 and subsequent to the approval of its shareholders
the Company filed form 14-C with the Securities and Exchange
Commission to withdraw its status as a BDC. Subsequent to this filing
the withdrawal became effective on January 3, 2007. These financial
statements have been presented in accordance with the rules governing
a smaller reporting company for both the periods ended June 30, 2008
and June 30, 2007.
The condensed consolidated financial statements include the accounts
of the Company and its subsidiaries. All significant intercompany
transactions and accounts have been eliminated in consolidation.
Significant accounting policies have not changed from those disclosed
in the Company's Annual Report on Form 10-KSB except those listed below.
Reclassifications
Certain reclassifications, which have no effect on net loss, have
been made in the prior period financial statements to conform to the
current presentation. Specifically, $70,000 of notes payable with
related accrued interest of $3,345 at December 31, 2007 was
determined to be long term in nature and reclassified to long term
liabilities on the Company's balance sheets. Additionally, the
Company reclassified revenue and cost of revenue related to City
Capital Rehabilitation which was discontinued in 2007.
Revenue Recognition
Revenue for the Company is generated primarily from the commissions
earned through the credit-investor relations program and rent revenue
from the St. Clair Superior Apartment Complex. The Company assists
buyers in finding properties for purchase from partnering lenders.
Revenue from commissions are recognized and earned upon closing of
escrow, at which time the Company receives a percentage of the proceeds.
Rental revenue from the St. Clair Superior Apartment complex are
recognized and earned on the accrual method at the beginning of the
month or upon default of the tenant.
Fair Value Accounting
In September 2006, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS) No. 157,
"Fair Value Measurements." SFAS No. 157 defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value
measurements. The provisions of SFAS No. 157 were adopted January 1,
2008. In February 2008, the FASB staff issued Staff Position ("SP")
No. 157-2, "Effective Date of FASB Statement No. 157." SP No. 157-2
delayed the effective date of SFAS No. 157 for non-financial assets
and non-financial liabilities, except for items that are recognized or
disclosed at fair value in the financial statements on a recurring
basis (at least annually). The provisions of SP No. 157-2 are
effective for the Company's fiscal year beginning January 1, 2009.
SFAS No. 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
No. 157 are described below:
Level 1 Unadjusted quoted prices in active markets that are
accessible at the measurement date for identical,
unrestricted assets or liabilities;
Level 2 Quoted prices in markets that are not active, or inputs
that are observable, either directly or indirectly,
for substantially the full term of the asset or liability;
Level 3 Prices or valuation techniques that require inputs that are
both significant to the fair value measurement
and unobservable (supported by little or no market activity).
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities." SFAS No. 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 No.
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 No. 159 had no impact on the Company's
consolidated financial position, results of operations or cash flows.
New Accounting Pronouncements
In March 2008, the FASB issued SFAS No. 161, "Disclosures about
Derivative Instruments and Hedging Activities - an amendment of FASB
Statement No. 133," as amended and interpreted, which requires
enhanced disclosures about an entity's derivative and hedging
activities and thereby improves the transparency of financial
reporting. Disclosing the fair values of derivative instruments and
their gains and losses in a tabular format provides a more complete
picture of the location in an entity's financial statements of both
the derivative positions existing at period end and the effect of
using derivatives during the reporting period. Entities are required
to provide enhanced disclosures about: (a) how and why an entity uses
derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged
items affect an entity's financial position, financial performance,
and cash flows. SFAS No. 161 is effective for financial statements
issued for fiscal years and interim periods beginning after November
15, 2008. Early adoption is permitted. The Company does not expect
the adoption of SFAS No. 161 will have a material impact on its
financial condition or results of operation
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of
Generally Accepted Accounting Principles." SFAS No. 162 identifies
the sources of accounting principles and the framework for selecting
the principles used in the preparation of financial statements of
non-governmental entities that are presented in conformity with
generally accepted accounting principles in the United States of
America. SFAS No. 162 will be effective 60 days after the Securities
and Exchange Commission approves the Public Company Accounting
Oversight Board's amendments to AU Section 411. The Company does not
anticipate the adoption of SFAS No. 162 will have an impact on its
financial statements.
In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial
Guarantee Insurance Contracts - an interpretation of FASB Statement
No. 60." SFAS No. 163 requires that an insurance enterprise
recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred
in an insured financial obligation. This Statement also clarifies
how SFAS No. 60 applies to financial guarantee insurance contracts,
including the recognition and measurement to be used to account for
premium revenue and claim liabilities. Those clarifications will
increase comparability in financial reporting of financial guarantee
insurance contracts by insurance enterprises. This Statement requires
expanded disclosures about financial guarantee insurance contracts.
The accounting and disclosure requirements of the Statement will
improve the quality of information provided to users of financial
statements. SFAS No. 163 will be effective for financial statements
issued for fiscal years beginning after December 15, 2008. The
Company does not expect the adoption of SFAS No. 163 will have a
material impact on its financial condition or results of operation.
In June 2008, the FASB issued FASB SP EITF 03-6-1, "Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities." SP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are
participating securities prior to vesting, and therefore need to be
included in the computation of earnings per share under the two-class
method as described in SFAS No. 128, "Earnings per Share." SP EITF
03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is
prohibited. The Company is required to adopt SP EITF 03-6-1 in the
first quarter of 2009 and is currently evaluating the impact that SP
EITF 03-6-1 will have on its financial statements.
NOTE 2. GOING CONCERN
The Company generated revenues of $159,074 during the six-months
ended June 30, 2008; 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 $1,376,788 for the six months ended June 30, 2008 and
has reported an accumulated deficit of $10,926,525 as of June 30,
2008. 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 2007 Form 10-KSB. The financial statements do not include
any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of
this uncertainty.
NOTE 3. FAIR VALUE
In accordance with SFAS No. 157 the table below sets forth the
Company's financial assets and liabilities measured at fair value by
level within the fair value hierarchy. As required by 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, 2008
Total Level 1 Level 2 Level 3
Assets:
None $ -- $ -- $ -- $ --
___________ ___________ __________ _________
$ -- $ -- $ -- $ --
___________ _________ _________ _________
Liabilities:
Debt derivative $ 395,858 $ 395,858 $ -- $ --
___________ _________ ___________ __________
$ 395,585 $ 395,858 $ -- $ --
___________ __________ _________ _________
NOTE 4. NOTE RECEIVABLE - RELATED PARTY TRANSACTION
As of June 30, 2008, the Company holds a note receivable from
AmoroCorp with an outstanding balance of $2,025,106. The President
of the Company is also the President and a shareholder of the debtor.
The debtor is attempting to pay this amount down each quarter.
This note receivable to AmoroCorp decreased in 2008 from 2007 by
$106,674. The Company's President has agreed to apply any accrued
unpaid officer compensation to this receivable at period end
resulting in a decrease of $146,991. As of June 30, 2008 the note
did increase by $30,317 in cash.
NOTE 5. GOODWILL AND INTANGIBLES
Goodwill and intangible assets were purchased with the acquisition of
St. Clair Superior Apartment, Inc. The purchase price allocation at
fair market values included values assigned to intangible assets and
a portion allocated to goodwill. The Company has determined that the
intangibles purchased have an indefinite useful life except as noted
below. The provisions of SFAS No. 142, "Goodwill and Other Intangible
Assets," require the completion of an annual impairment test with any
impairment recognized in current earnings.
Included within the purchase of the St. Clair Superior Apartment,
Inc. were lease contracts with existing tenants. The Company has
included the present value of lease contracts in the Company's
intangible assets and is amortizing them over the remaining life of
the underlying lease.
The Company's intangible assets consisted of the following:
June 30, 2008 December 31, 2007
Intangible assets, lease contracts $ 76,615 $ 76,615
___________ ____________
76,615 76,615
Accumulated depreciation (63,065) (32,113)
____________ _____________
$ 13,550 $ 44,502
___________ ____________
Goodwill as of June 30, 2008 was $148,146 associated with the St.
Clair Superior Apartment, Inc. acquisition. No triggering events on
impairment have occurred as of June 30, 2008.
NOTE 6. PROPERTY PLANT AND EQUIPMENT
On October 1, 2007, the Company was granted St. Clair Superior
Apartment Inc., an apartment building in Cleveland, Ohio, for no cash
consideration as the seller was unable to fund the property. The
property was recorded at is gross carrying value of $165,000 and is
depreciated using the straight-line method over the useful life of
27.5 years. For the six months ended June 30, 2008, the Company
recorded $4,500 in depreciation.
Additionally, the Company purchased equipment worth $5,000 for its
subsidiary company, Goshen. As of June 30, 2008 this equipment has
not been put into use and therefore no depreciation has been recorded
for the equipment.
The Company's depreciable assets consisted of the following:
June 30, 2008 December 31, 2007
Property plant and equipment $ 170,000 $ 165,000
___________ ____________
170,000 165,000
Accumulated depreciation (4,500) (1,375)
____________ _____________
$ 165,500 $ 163,625
____________ _____________
NOTE 7. UNSECURED LIABILITY
In January 1, 2008, $40,000 of the Company's unsecured liability was
changed to notes payable with the execution of promissory notes. See Note 8.
In April 2007, the Company entered into an agreement with an
independent third party ("Client") to provide consulting services to
invest funds of the client in real estate related ventures. As
compensation for this service the Company is paid 20% of the gross
proceeds received each month by the client as a result of service
performed by the Company until the Client received gross proceeds of
$100,000. After the Client has received gross proceeds of $100,000,
the Company fee increases to 80% of the gross proceeds received each
month by the client. As of December 31, 2007, the Company received
$500,000 from the Client 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 the first quarter of
2008, Company management verbally agreed to a quarterly return on
investment of $25,000. As of June 30, 2008, the Company has accrued
interest of $16,667.
NOTE 8. NOTES PAYABLE AND LINE OF CREDIT
The Company's notes payable as of consist of the following:
June 30, 2008 December 31, 2007
24% note payable to Newport
Financial principal and
interest due January 2, 2001. (1) $ -- $ 792,883
0% note payable to Mosaic
Composite principal and
interest due on demand. 32,797 32,797
0% note payable to Mendota
Capital principal and
interest due on demand. 24,445 24,445
12% note payable to an
individual principal and
interest due on demand. (1) -- 30,607
12% note payable to an
individual principal and
interest due on demand. (1) -- 34,592
12% note payable to an
individual principal and
interest due on demand. (1) -- 24,750
28% note payable to Trust Me I,
LLC, and principle due March
9, 2009. Interest of
$35,000 payable semi-
annually effective July 17,
2007. The maturity date was
amended on March 9, 2008 to
March 9, 2009. (3) 543,205 532,133
12% note payable to an
individual, principle due
May 30, 2008. Interest of
$900 payable quarterly
beginning August 30, 2007. (2) 30,533 32,338
16% note payable to Lucian
Group, principle due
September 13, 2009.
Interest of $2,800 payable
quarterly beginning
September 14, 2007. 78,930 73,345
10% note payable to an
individual principal and
interest due on December 3,
2008 in one lump sum. 42,328 40,333
0% note payable to the City of
Cleveland for St. Clair
Superior Apartments, Inc. (2) 164,900 164,900
2% note payable to the Cleve
Empower for St. Clair
Superior Apartments, Inc. (2) 60,201 60,201
0% note payable to the Gund
Foundation for St. Clair
Superior Apartments, Inc. (2) 90,000 90,000
7% note payable to Key Bank for
St. Clair Superior
Apartment, Inc. -- 46,684
10% note payable to an
individual principal and
interest due on October 16,
2008 in one lump sum. 20,263 --
10% note payable to an
individual principal and
interest due on December 14,
2008 in one lump sum. 20,043 --
10% note payable to an
individual principal and
interest due on April 7,
2009 in one lump sum. The
maturity date was amended on
April 7, 2008 to April 7, 2009. (3) 71,055 --
10% note payable to an
individual principal and
interest due on June 10,
2009 in one lump sum. The
maturity date was amended
June 10, 2008 to June 10, 2009. (3) 80,865 --
10% Note payable to an
individual principal and
interest due on June 17,
2009 in one lump sum. The
maturity date was amended
June 17, 2008 to June 17, 2009. (3) 19,472 --
12% note payable to an
individual principal and
interest due on February 13,
2009 in one lump sum. 104,537 --
10% note payable to an
individual principal and
interest due on February 22,
2009 in one lump sum. 20,707 --
10% note payable to an
individual principal and
interest due on February 25,
2009 in one lump sum. 59,744 --
10% note payable to an
individual principal and
interest due on March 18,
2009 in one lump sum. 102,849 --
10% note payable to an
individual principal and
interest due on March 27,
2009 in one lump sum. 15,390 --
5% note payable to an
individual principal and
interest due on April 11,
2009 in one lump sum. 20,219 --
10% note payable to an
individual principal and
interest due on April 11,
2009 in one lump sum. 91,973 --
10% note payable to an
individual principal and
interest due on April 22,
2009 in one lump sum. 81,512 --
10% note payable to an
individual principal and
interest due on April 28,
2009 in one lump sum. 50,863 --
10% note payable to an
individual principal and
interest due on May 5, 2009
in one lump sum. 25,596 --
10% note payable to an
individual principal and
interest due on May 19, 2009
in one lump sum. 20,132 --
10% note payable to an
individual principal and
interest due May 14, 2009 in
one lump sum. 56,175 --
10% note payable to an
individual principal and
interest due on June 4, 2009
in one lump sum. 50,356 --
10% note payable to an
individual principal and
interest due on June 13,
2009, interest paid semi
annually. 155,722 --
10% note payable to an
individual principal and
interest due on May 22, 2009
in one lump sum. 5,053 --
8% Note payable to an
individual principal and
interest due on April 10,
2009. Monthly payments made
beginning May 10, 2008 and
the remaining balance due
April 10, 2009. (1) 116,376 --
_____________________________
Total notes payable and
accrued interest 2,256,241 1,980,008
Less: current notes payable
and accrued interest (2,177,311) (1,980,008)
______________________________
Notes Payable, non current
and Accrued Interest $ 78,930 $ --
______________________________
(1) See Note 9.
(2) Management is currently attempting to renegotiate these pieces of debt.
(3) No debt extinguishment triggered.
NOTE 9. GAIN ON EXINGUISHMENT OF DEBT
On December 10, 1999, the Company (then known as JustWebIt.com, Inc.)
executed a promissory note in favor of Newport Federal Financial
("Newport") a California corporation, in the original principal
amount of $250,000. The note held a 12% annual interest rate with a
maturity date of (a) January 3, 2001, or (b) the date when the
Company "receives its next funding either from the proceeds of
another loan or from the sale of the Company's capital stock". At
January 3, 2001 the Company failed to make the payments in a timely
fashion, and as a result the default interest rate of 24% per annum
become in effect. In accordance with the promissory note, all
amendments must be in writing. The Company verbally agreed with
Newport to amend the maturity date to July of 2001, however no such
amendment was ever created. As of May 22, 2008 the note had
principle and interest of $809,684. In the second quarter of 2008,
the Company made a good faith effort to contact Newport, to no avail.
The California Secretary of State shows that the corporation is still
active; however there is no indication that it is still actively in business.
In accordance with the California statute of limitations law, the
Company's promise to pay has expired and was written off, resulting
in an $809,684 gain on extinguishment of debt as of June 30, 2008.
On March 31, 2008, the Company successfully entered into a modified
agreement with a debt holder as noted in Note. 8. 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
there after monthly payments of $2,000 through November 2008, then
$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 June 30, 2008 the Company has paid $6,000 and is current with
all payments.
NOTE 10. CONVERTIBLE NOTES
The Company has certain outstanding convertible notes bearing an
annual interest rate of 9.5% and a maturity of three years. The notes
contain a convertible feature allowing the holder to convert their
debt and accrued interest at any time over the life of the instrument
based on the 30-day average closing price prior to conversion. Due to
the moving conversion price of the Company's convertible debt, it has
bifurcated the conversion feature from the host debt instrument in
accordance with EITF 00-19 "Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock", accounted for these conversion features as derivative
instruments, and valued these conversion features using the Black-
Scholes valuation model. Based on the calculations per the valuation
model the Company incurred a charge to non-operating expenses of
$245,589 for the six months ended June 30, 2008. The increase in
expense was the result of a drop in the Company's average stock price
in the second quarter of 2008.
As of June 30, 2008 the amount of the convertible notes outstanding
totals $105,000 plus accrued interest of $51,848, all of which is
short-term convertible debt.
NOTE 11. COMMON STOCK
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.
For the six months ended June 30, 2008, the Company issued common
stock as follows:
(a) 425,238 shares for services valued at $389,097 ($0.915 per share).
(b) 16,429 shares for accounts payable valued at $11,500 ($0.70 per share).
(c) 50,000 shares for interest expense valued at $50,000 ($1.00 per share).
(d) 2,500,000 shares of executive compensation valued at $500,000
(contract value) in accordance with the President's employment
agreement dated January 1, 2008. The stock value at January 3, 2008
was $1.30 per share and only 384,615 should have been issued in
accordance with Section 3.2 of our this employment agreement. The
Company recorded $2,115 relating to the 2,115,385 shares that will be
canceled in the third quarter.
(e) 4,007 shares for stock payable of $12,023 ($3.00 per share).
Effective on December 12, 2007, the Company affected a 1 for 25
reverse stock split of its common stock. All prior period share
information has been restated for this event.
NOTE 12. SUBSEQUENT EVENTS
Subsequent to June 30, 2008, the Company issued the following common
stock:
26,667 shares for services valued at $20,000 ($0.75 per share).
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.
Overview.
The Company is engaged in leveraging investments, holdings and
other assets to create self-sufficiency for communities around the
country and the world. The Company currently manages diverse assets
and holdings including real estate developments and buying, selling
and drilling oil and gas properties.
The Company makes strategic investments and acquisitions that
will 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. Through the Goshen Energy
subsidiary, the Company is in the process of identifying opportunities
within the bio fuel market domestically and internationally.
Recent Developments.
The Company began aggressively marketing its credit investment
program in May 2008 with a long-term contract with satellite radio
provider XM radio. This is the first extended contract for promoting
the program since May of 2007. It also expanded the Internet
marketing partnerships and Adword purchases, increasing lead flow.
Interested leads may enroll directly on various partner sites, or
through the corporate website www.CityCapCorp.com. These activities
are expected to significantly increase the existing credit-investor
client base, which directly affects the potential volume of
properties the Company can develop.
The Company plans to purchase new real estate assets in the
Kansas City. Missouri real estate market in the third quarter of
2008. The Company plans to finance, acquire and redevelop several
hundred additional housing units over the next 18 months. The
credit-investor program is a key element in these community
development strategies.
The Company has opened new office space in Kansas City, Missouri
to process credit-investor loans. While this operation has been
taking place in this city, the growth in the program has necessitated
additional staffing, requiring a centralized office for greater efficiencies.
Goshen Energy has placed an order for its first test bio fuel
reactor for an undisclosed North Carolina site. Delivery is expected
in the third quarter of 2008 with first active tests by early in
fourth quarter of 2008 and full production in the fourth quarter as well.
Results of Operations for the Three Months Ended June 30, 2008
Compared to the Three Months Ended June 30, 2007.
(a) Revenue and Cost of Revenue.
The Company had revenue of $116,679 for the three months ended
June 30, 2008 compared to $0 for the three months ended June 30, 2007.
Cost of revenue was $16,716 for the three months ended June 30, 2008
compared to $0 for the three months ended June 2007. Revenues and
cost of revenue for the three-month period ended June 30, 2007 was the
result of the Company's City Capital Rehabilitation program that was
discontinued in 2007 and has been reclassified to discontinued
operations in our financial statements. For the three months ended
June 30, 2008 the Company's revenue consisted of $64,129 in commission
revenue from the credit-investor program, $25,176 rental revenue from
the St. Clair Superior Apartment complex, and $27,374 in other revenue.
The credit-investor program holds the greatest potential for
ongoing revenues without adding debt to the Company. For the three
months ended June 30, 2008, the Company closed 8 properties,
generating approximately $64,000 in gross revenue for the Company.
The Company is actively seeking new buyers and plans on increasing
closed properties each quarter; however, because this is a newly
structured endeavor and given its current economic environment, the
Company is unable to reasonably predict what impacts that may have on
its financial statements.
Lenders' market uncertainties have slowed down or delayed the
speed of the credit-investor program to date. To counter this
effect, the Company has engaged in direct negotiations with several
national lenders, each expressing an interest in partnering in the
Company's Community Renaissance Initiatives by creating special
financing programs tailored to its needs. Each lender holds hundreds
of properties in markets across the country. Initial testing
involving financing of 10 subject properties with one of the lenders
is taking place at this time and shows promising results. Once the
logistics and systems differences are worked out, the Company's
management anticipates a rapid expansion of potential credit-investor
revenues.
The St. Clair Superior Apartment complex was acquired in 2007.
Cost of revenues of $16,716 for the three months ended June 30, 2008
consists mainly of management fees of $11,000. In the second quarter
of 2008, we changed property management companies to manage the day-
to-day activities of the complex. We believe that this change will
enable better tenant relations and cash flow from this entity.
(b) Operating, General and Administrative Expenses.
Operating, general and administrative expenses for the three
months ended June 30, 2008 were $1,273,590 compared to $2,702,412 for
the three months ended June 30, 2007, a decrease of $1,428,833 or
approximately 53%. The majority of the decrease for the period
ending June 30, 2008 over June 30, 2007 was attributable to decreases
in consulting expenses ($1,511,746), investor relations ($171,991),
and repairs and maintenance ($220,855), offset by increases in
contract labor ($51,849) due to lack of in-house staff, officer
compensation ($519,649) largely attributed to a one time bonus
related to an employment agreement between the Company and our
President, and amortization ($11,415). Additionally, for the three
months ended June 30, 2008, the Company consolidated the expenses
related to St. Clair Superior Apartment that was not in the three
months ended June 30, 2007. During the three months ended June 30,
2008, the Company conserved funds where possible.
In 2007, due to the Company's cash and debt balances, at and
subsequent to June 30, 2007 the Company took measures to reduce costs
which included canceling all non-essential consulting contracts. In
2007, consulting expense related to marketing, public relations and
keeping current with SEC filings. As of July 1, 2007, when all non-
essential consulting contracts were cancelled, and through June 30,
2008 consulting expenses were kept to a minimum where possible. For
the three months ended June 30, 2008 consulting expense relates to
marketing and public relations, in addition to property management
fees, in our attempt market the credit-investor program that is
discussed above.
(c) Non-Operating Expense (Income).
The Company incurred interest charges (net of interest income)
of $90,243 for the three months ended June 30, 2008 compared to
$434,597 for the three months ended June 30, 2007, a decrease of
$344,354 or approximately 79%. The decrease is due to significantly
less outstanding notes payable and interest of $2,256,241 and
$6,153,261 at June 30, 2008 and June 30, 2007.
Change in fair value of the Company's debt derivative for the
three months ended June 30, 2008 increased expenses to $259,902
compared to income of $280,031 for the three months ended June 30,
2007 is a result of the Company's stock price volatility in the past year.
The Company incurred a gain on debt extinguishment of $879,632
for the three months ended June 30, 2008, as discussed in Note 9 to
the Condensed Consolidated Financial Statements. A gain of $809,684
was attributed to the write off of an outstanding note payable and
interest due to the expiration of the Company's promise to pay in
accordance with the California statute of limitation. These write
offs were unusual and infrequent and does not represent a consistent
trend of the Company, but may continue as the Company attempts to
contact debt holders to pay or renegotiate its promissory notes.
(d) Net Loss.
The Company had a net loss of $644,140 for the three months ended
June 30, 2008 compared to $3,044,868 for the three months ended June
30, 2007, a decrease of $2,400,728 or approximately 79%. The decrease
in net loss is the result of the factors mentioned above. The Company
anticipates having a recurring net loss during the remainder of 2008.
Results of Operations for the Six Months Ended June 30, 2008 Compared
to the Six Months Ended June 30, 2007.
(a) Revenue and Cost of Revenue.
The Company had $159,074 of revenue for the six months ended
June 30, 2008 compared to $0 for the six months ended June 30, 2007.
Cost of revenue was $28,853 for the six months ended June 30, 2008
compared to $0 for the six months ended June 2007. Revenue and cost
of revenue for the six-month period ended June 30, 2007 was the result
of the Company's City Capital Rehabilitation program that was
discontinued in 2007. For the six months ended June 30, 2008 the
Company's revenue consisted of $71,129 in commission revenue from the
credit-investor program, $60,571 rental revenue from the St. Clair
Superior Apartment complex, and $27,374 in other revenue.
The credit-investor program holds the greatest potential for
ongoing revenues without adding debt to the company. For the six
months ended June 30, 2008, the Company closed 9 properties,
generating approximately $71,000 in gross revenue for the Company.
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 its current economic environment the
Company is unable to reasonably predict what that may have on its
financial statements.
The St. Clair Superior Apartment complex was acquired in 2007.
Cost of revenues of $28,853 for the six months ended June 30, 2008
consists mainly of management fees of $16,352 and repairs and
maintenance of $7,414.
(b) Operating, General, and Administrative Expenses.
Operating, general and administrative expenses for the six
months ended June 30, 2008 were $1,888,509 compared to $3,763,586 for
the six months ended June 30, 2007, a decrease of $1,875,077 or
approximately 50%. The majority of the decrease was attributable to
decreases in consulting expenses ($2,169,128), investor relations
($216,921), and repairs and maintenance ($220,855), offset by
increases in contract labor ($87,193) due to lack of in-house staff,
officer compensation ($649,149) largely attributed to a one time
bonus related to an employment agreement between the Company and
President, and amortization ($30,952). Additionally, for the six
months ended June 30, 2008, the Company consolidated the expenses
related to St. Clair Superior Apartment that was not in the three
months ended June 30, 2007. During the six months ended June 30,
2008, the Company conserved funds where possible.
In 2007, due to the Company's cash and debt balances, at and
subsequent to June 30, 2007, the Company took measures to reduce
costs that included canceling all non-essential consulting contracts.
In 2007, consulting expense related to marketing, public relations
and keeping current with SEC filings. As of July 1, 2007, when all
non-essential consulting contracts were cancelled, and through June
30, 2008 consulting expenses were kept to a minimum where possible.
For the six months ended June 30, 2008 consulting expense relates to
marketing and public relations, in addition to property management
fees, in our attempt market the credit-investor program that is
discussed above.
(c) Non-Operating Expenses (Income).
The Company incurred interest charges (net of interest income)
of $243,590 for the six months ended June 30, 2008 compared to
$550,853 for the six months ended June 30, 2007, a decrease of
$307,263 or approximately 56%. The decrease is due to significantly
less outstanding notes payable and interest of $2,256,241 and
$6,153,261 at June 30, 2008 and June 30, 2007.
Change in fair value of the Company's debt derivative for the
six months ended June 30, 2008 increased expenses to $245,589
compared to income of $39,347 for the six months ended June 30, 2007,
an increase of $206,242 or approximately 524%. This increase is a
result of the Company's stock price volatility in the past year.
(d) Net Loss.
The Company had a net loss of $1,367,835 for the six months ended
June 30, 2008 compared to $4,514,046 for the three months ended June
30, 2007, a decrease of $3,146,211 or approximately 70%. The decrease
in net loss is the result of the factors mentioned above. The Company
anticipates having a recurring net loss during the remainder of 2008.
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;
- 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 our relationship with current clients.
Accordingly, the Company intends to invest in marketing, strategic
partnerships, and development of its customer base. If the Company
is 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.
The Company is also subject to the following specific factors
that may affect its operations:
(a) Changes in Interest Rates May Affect the Cost of Capital.
Because the Company can borrow money to acquire assets and
improve them, the operating income can be dependent upon the rate at
which the Company borrow funds and the return on the projects that use
the borrowed funds. As a result, there can be no assurance that a
significant change in market interest rates will not have a material
adverse effect on our operating income. In periods of rising interest
rates, the cost of funds would increase, which would reduce income.
(b) Special Non-Recurring and Integration Costs Associated with
Acquisitions Could Adversely Affect Our Operating Results in the
Periods Following These Acquisitions.
In connection with some acquisitions, the Company may incur non-
recurring severance expenses, restructuring charges and change of
control payments. These expenses, charges and payments, as well as
the initial costs of integrating the personnel and facilities of an
acquired business with those of the Company's existing operations, may
adversely affect its operating results during the initial financial
periods following an acquisition. In addition, the integration of
newly acquired companies may lead to diversion of management's
attention from other ongoing business concerns.
Operating Activities.
The net cash used in operating activities was $971,907 for the
six months ended June 30, 2008 compared to $3,167,767 for the six
months ended June 30, 2007, a decrease of $2,195,860 or approximately
69%. This decrease is attributed to many changes from period to
period, including the reduction in stock issued for services and an
increase in notes receivable - related party.
Investing Activities.
Net cash used in investing activities was $5,000 for the six
months ended June 30, 2008 compared to $547,394 for the six months
ended June 30, 2007, a decrease of $542,394 or approximately 99%.
This decrease resulted primarily from reduced property purchases.
Liquidity and Capital Resources.
At December 31, 2007, the Company had total current assets of
$2,203,469 and total current liabilities of $3,288,319 resulting in a
working capital deficit of $1,084,850. The cash balance as of
December 31, 2007 totaled $45,499. Overall, cash and cash
equivalents for the year ended December 31, 2007 increased by $33,473.
At June 30, 2008, the Company had total current assets of
$2,087,845 and total current liabilities of $3,589,083, resulting in
a working capital deficit of $1,501,238. The Company's cash balance
as of June 30, 2008 totaled $33,284. Overall, cash and cash
equivalents for the six months ended June 30, 2008 decreased by
$12,215. Cash decreased as of June 30, 2008 due to paying down
vendors where possible. The Company's debt load will put
considerable strain on its cash resources for the remainder of 2008.
The increase in current liabilities from December 31, 2007 is
primarily due to the increase of notes payable and interest
($197,303), debt derivative liability ($245,589) and convertible
debentures plus interest ($121,149). This increase was offset by a
decrease in accrued expenses ($122,048) and accrued consulting-related
party ($100,000) in accordance with the modified debt stated in Note
9. As a result we have a working capital deficit of $1,510,238.
Net cash provided by financing activities was $964,692 for the
six months ended June 30, 2008 compared to $3,830,242 for the six
months ended June 30, 2007, a decrease of $2,865,550 or approximately
75%. This decrease resulted primarily from a reduction of proceeds
from notes payable.
The Company's current cash and cash equivalents balance will not
be sufficient to fund its operations for the next twelve months.
Therefore, the Company's continued operations, as well as the full
implementation of its business plan will depend upon its ability to
raise additional funds through bank borrowings and equity or debt
financing. In this regard, the Company's President has embarked on a
campaign to raise $3,000,000 in debt and equity financing for the
Company by the third quarter of 2008 to continue and expand operations.
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; and (d) impairment of long-lived assets. 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 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
Revenue for the Company is generated primarily from the
commissions earned through the credit-investor relations program and
rent revenue from the St. Clair Superior Apartment Complex. The
Company assists buyers in finding properties for purchase from
partnering lenders. Revenue from commissions is recognized and earned
upon closing of escrow, at which time the Company receives a
percentage of the proceeds.
Rental revenue from the St. Clair Superior Apartment complex is
recognized and earned on the accrual method at the beginning of the
month or upon default of the tenant.
(c) Stock Based Compensation.
Shares of the Company's common stock were issued for services.
These issuances are valued at the fair market value of the services
provided and the number of shares issued is determined based upon what
the price of the common stock is on the date of each respective
transaction. For those transactions without a fair market value in
the service contract, the Company values the shares issued for
services at the fair market value of its common stock on the date the
total number of shares is known.
(d) Impairment of Long-Lived Assets.
In accordance with Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long Lived
Assets," the Company records valuation adjustments on land inventory
and related communities under development when events and
circumstances indicate that they may be impaired and when the cash
flows estimated to be generated by those assets are less than their
carrying amounts. The Company did not record valuation adjustments on
land inventory as of September 30, 2007 as no triggering event or
impairment had occurred. Due to the commitment to sell the
subsidiaries in which the Company's land resides, the Company has
presented this asset in assets held for sale.
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 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
above 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.
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 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. In
addition, 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.
Inherent Limitations of Control Systems.
Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, will be or have been
detected. These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can
occur because of simple error or mistake. Additionally, controls can
be circumvented by the individual acts of some persons, by collusion
of two or more people, and/or by management override of the control.
The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions; over time,
controls may become inadequate because of changes in conditions,
and/or the degree of compliance with the policies and procedures may
deteriorate. Because of the inherent limitations in a cost-effective
internal control system, misstatements due to error or fraud may
occur and not be detected.
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 30, 2008 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-KSB.
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-KSB.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
There were no unregistered sales of the Company's equity
securities during the three months ended on June 30, 2008, except as
follows:
(a) 248,572 shares of common stock were issued for services
valued at $221,198 (0.89 per share).
(b) 16,429 shares of common stock issued for accounts payable
valued at $11,500 ($0.70 per share).
(c) 2,500,000 shares of common stock issued as executive
compensation valued at $500,000 (contract value) in accordance
with the President's employment agreement dated January 1, 2008.
The stock value at January 3, 2008 was $1.30 per share and only
384,615 should have been issued in accordance with Section 3.2
of the executive's employment agreement. The Company has
recorded $2,115 relating to the 2,115,385 shares that need to be
canceled in the third quarter.
(d) 4,007 shares of common stock issued for a stock payable of
$12,023 ($3.00 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.
There were no purchases of the Company's common stock by the
Company or its affiliates during the six months ended June 30, 2008.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
Subsequent Events.
Subsequent to June 30, 2008, the Company issued 26,667 shares of
common stock under its Amended and Restated Employees And Consultants
Retainer Stock Plan (Amendment No. 4) for services valued at $20,000
($0.75 per share).
ITEM 6. EXHIBITS.
Exhibits included or incorporated by reference herein are set
forth in the Exhibit Index.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
City Capital Corporation
Dated: August 28, 2008 By: /s/ Ephren W. Taylor II
Ephren W. Taylor II,
Chief Executive Officer
(principal financial and
accounting officer)
EXHIBIT INDEX
Number Description
3.1 Articles of Incorporation, dated July 17, 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 March 1, 2001 (incorporated by reference to
Exhibit 3.6 of the Form 10-KSB filed on April 13, 2001).
4 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).
14 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).
21 Subsidiaries of the Company (incorporated by reference to
Exhibit 21 of the Form 10-KSB filed on May 1, 2008).
31 Rule 13a-14(a)/15d-14(a) Certification of Ephren W. Taylor
II (filed herewith).
32 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).