Brian F. Faulkner
A PROFESSIONAL LAW CORPORATION
27127 CALLE ARROYO, SUITE 1923 . SAN JUAN CAPISTRANO, CALIFORNIA 92675
T: 949.240.1361 . F: 949.240.1362 . C: 714.608.2125
E: BRIFFAULK@AOL.COM
VIA EDGAR AND MAIL
October 9, 2008
Daniel L. Gordon, Branch Chief
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: City Capital Corporation
File No. 33-5902
Form 10-KSB for the year ended December 31, 2007
Form 10-Q for the quarter ended March 31, 2008
Dear Mr. Gordon:
The letter is a follow-up to my letter to you of September 19,
2008 with regard to the response to Comment No. 3 of your comment
letter dated July 9, 2008 with respect to City Capital Corporation, a
Nevada corporation ("Company"):
3. On October 1, 2007, the Company was granted St. Clair
Superior Apartment, Inc., that consists of an apartment building in
Cleveland, Ohio for no cash consideration as the seller was unable to
fund the property. Per the audited financial statements of St. Clair
Superior Development Corporation of which St. Clair Superior
Apartment, Inc. was a division. Based on review of the division of
St. Clair Superior Apartment, Inc. we calculated the following (Rule
8-04 of Regulation S-X, paragraphs b.1-3):
(a) At no time prior to the acquisition date October 1, 2007 of
the target did the Company have an investment in or advances to
St. Clair Superior Apartments.
(b) As of December 31, 2006 we noted the following:
December 31, 2006
-----------------
St. Clair Superior 552,774
Total consolidated assets of
CCC 1,373,869
40%
(c) As of December 31, 2006
December 31, 2006
-----------------
St. Clair Superior 69,551
Total consolidated income
(loss) for CCC (896,975)
-8%
As of October 3, 2008 we have started communications with the
prior auditor and our current auditor to begin the audit process for
this entity.
At the date of acquisition the calculations for (b) and (c)
above were:
Before Acq. After Acq.
---------- ----------
9/30/2007 10/1/2007
St. Clair Superior assets 535,042 388,685
Total consolidated assets of
CCC 4,028,426 4,028,426
13% 10%
St. Clair Superior (53,402)
Total consolidated income
(loss) for CCC (6,049,443)
1%
Based on the calculations above our initial analysis determined that
the 20% trigger has not been tripped. We are working on rectifying
that now.
In connection with these responses, the Company is fully aware
that Rule 8-04 is clear that audited financials of the acquisition
target are necessary in connection with these calculations. The
December 31, 2006 consolidated financial statements of St. Clair
Superior Development Corporation were audited (with St. Clair
Superior Apartment, Inc. being a part of the consolidated financial
statements and not done as a standalone audit). In addition, a non-
PCAOB auditor conducted the audit. Once the re-audit of St. Clair
Superior Apartment, Inc. is completed by an auditor who is registered
by the PCAOB (which is anticipated to be not later than December 31,
2008), then the Company will be in a position to update its analysis
specifically for paragraphs b.2 and b.3 above.
Should you have any questions, please feel free to contact me.
Thank you for your continuing cooperation in this matter.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner
cc: Ephren W. Taylor II, City Capital Corporation