U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
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 (I.R.S. Employer
Incorporation or Organization) Identification No.)

2535 Pilot Knob Road, Suite 118
Mendota Heights, Minnesota 55120
- --------------------------------------- --------
(Address of Principal Executive Offices) (Zip Code)

Company's telephone number: (651) 452-1606
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Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: common stock, par
value $0.001.

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) been subject to such filing
requirements for the past 90 days. Yes X No
----- ------

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Company's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K X.
-----
1
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes No X
-------

The Company had no revenue for the year ending 2005. The aggregate market
value of the voting stock held by non-affiliates of the Company as of April
11, 2006 is $1,679,311. As of April 11, 2006, the Company had 4,838,531
shares of common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes No X .
--- ---

TABLE OF CONTENTS
-----------------

PART I. PAGE

ITEM 1. DESCRIPTION OF BUSINESS 3

ITEM 2. DESCRIPTION OF PROPERTY 16

ITEM 3. LEGAL PROCEEDINGS 16

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 17

PART II.

ITEM 5. MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS 17

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 18

ITEM 7. FINANCIAL STATEMENTS 27

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 27

ITEM 8A. CONTROLS AND PROCEDURES 27

ITEM 8B OTHER INFORMATION 28

PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT 28

ITEM 10. EXECUTIVE COMPENSATION 31

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT, AND
RELATED STOCKHOLDER MATTERS 32

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 34

ITEM 13. EXHIBITS 36

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 37

SIGNATURES 38

PART I.

ITEM 1. DESCRIPTION OF BUSINESS.

Business Development.

The Company was incorporated on July 24, 1984, in Nevada as Diversified
Ventures, Ltd. On March 27, 1987, the name was changed to M.V.I.D.
International Corporation. On April 6, 1994, the name was changed to Micro-Lite
Television. Prior to March 14, 1994, the Company sold an automobile anti-theft
protection system to customers through an arrangement with dealerships,
principally in New Jersey. On March 16, 1994, the Company acquired the assets
and liabilities of Marrco Communications, Inc. ("Marrco"). The former President
of the Company assumed the prior business operations. Marrco was founded on
December 12, 1991, for purposes of accumulating Wireless Cable Rights in
domestic markets.

On March 14, 1994, in accordance with the terms of a certain Purchase Agreement
dated as of March 14, 1994, by and between the Company and Marrco, 6,500,000
shares of the Company's common stock were issued to Marrco or its nominees in
consideration of Marrco's sale, assignment and transfer to the Company of all
rights, title and interest of Marrco in and to all inventory, contract rights,
license rights, accounts, furniture, equipment, goods, documents, instruments,
money, marketable securities and all intangible assets of every kind and
description of Marrco, without exception, subject to the assumption by the
Company of all debts and liabilities of Marrco. Pursuant to the agreement, the
business of the Company that existed on March 13, 1994, was distributed to
Monroe Arndt, the President and a director of the Company, prior to his
resignation on March 14, 1994.

On October 25, 1996, the name of the Company was changed to Superior Wireless
Communications, Inc. and each of the 6,004,836 shares of then issued and
outstanding common stock of the Company were exchanged for one share of
preferred stock designated as Class A Convertible Cumulative Preferred Stock
("Class A Preferred Stock"), par value of $.001 per share. The Class A
Preferred Stock carries a ten percent (10%) dividend, which may be paid in
common stock, and is convertible into common stock of the Company as of October
25, 1998 ("Conversion Date"). Under the terms of the Class A Preferred Stock,
all shares outstanding as of October 16, 1998, automatically converted into
common stock at a rate of five shares of common stock for every one share of
Class A Preferred Stock. This resulted in the automatic conversion of 6,541,416
shares of Class A Preferred Stock into 32,707,080 shares of common stock.
Simultaneously with the reverse stock split described below, the holders of an
additional 3,767,501 shares of Class A Preferred Stock that were issued after
October 16, 1998, converted their shares at the same rate of five shares of
common stock for every one share of Class A Preferred Stock.
3
Effective August 18, 1999, the Company effectuated a 1 for 20 reverse
stock split of the Common Stock. In connection with the reverse stock split,
all previously outstanding shares of Class A Preferred Stock were converted
into shares of common stock.

Effective May 30, 2001, the Company effectuated a two-for-one stock split. In
connection with the stock split, the Company approved a corresponding increase
in the authorized number of shares. As a result of the two for one stock split
and corresponding increase in the authorized number of shares, effective at the
close of business on May 26, 2001, the total number of shares issued and
outstanding and the authorized number of shares increased by 100% (from
5,762,654 to 11,525,308, and from 50,000,000 to 100,000,000, respectively).

On November 15, 2001 the Company acquired HJ Ventures, Inc. ("HJ") though an
exchange of stock, issuing 12,000,000 shares of Company stock for all the
outstanding shares of HJ. As a result, HJ became a wholly owned subsidiary of
the Company providing Internet access to the public through Internet terminals.

Effective April 12, 2003 the Company affected an increase in authorized shares
from 100,000,000 to 250,000,000 by the filing of a Certificate of Amendment to
Articles of Incorporation with the Nevada Secretary of State.

On July 1, 2003, the Company licensed its web hosting business to Creative
Connectivity, the company that had previously provided it with web server
services. The transaction transferred all the assets of the web hosting
business to the buyer for consideration of 50 percent of the revenue after
direct expenses for a period of one year. The revenue earned under this formula
is first applied against outstanding payables due the buyer by the Company with
any balance paid by the buyer to the Company. These terms of the agreement have
been completed and it is not in effect as of December, 2005

Effective on November 6, 2003, the Company changed its name from Justwebit.com,
Inc to Synthetic Turf Corporation of America, Inc. by the filing of a
Certificate of Amendment to Articles of Incorporation. The name change was to
reflect the change in core business that was anticipated at that time.

Effective December 16, 2003 the Company rescinded the 2001 merger with HJ
through the exchange of all the shares of HJ held by the Company for the return
and redemption of 9,120,000 of the Company's shares held by the former
shareholder of HJ.

On January 7, 2003, the Company acquired all of the assets and assumed the
liabilities of International Surfacing of Colorado, a Colorado corporation
("ISOC"), for the consideration of 15,000,000 newly issued restricted shares of
the Company. ISOC was merged into a wholly owned Nevada subsidiary of the
Company.

Effective as of December 31, 2003, the Company unwound the 2003 ISOC
transaction by exchanging a cash payment of $6,000 and exchanged 100% of the
stock of its Nevada subsidiary for a return and redemption of 10,000,000 shares
of the 15,000,000 share of the Company's stock that was issued as part of the
2003 acquisition to the two former stockholders of ISOC. In addition, the
Company received the cancellation of consulting contracts with these
individuals and all amounts previously due from the Company hereunder.
4
On August 2, 2004, the Company amended its articles of incorporation to permit
the following: (a) an increase in the authorized capital stock of the Company
can be approved by the board of directors without shareholder consent; and (b)
a decrease in the issued and outstanding common stock of the Company (a reverse
split) can be approved by the board of directors without shareholder consent.

On November 4, 2004 the Company filed certificate of designation with the
Nevada Secretary of State designating all 15,000,000 of its authorized
preferred shares as Class A preferred stock, each of which is entitled to 25
votes and may be converted into 25 shares of common stock (subject to
proportional adjustment in the event of any forward or reverse split of the
common shares of the Company). The rights of this designated class of preferred
shares can only be changed by a two-thirds vote of the shares of the preferred
class.

On December 1, 2004, the Company also moved its assets (valued at a total of
$239,532, consisting of accounts receivable of $19,046 and a receivable from
Avery Sports Turf, Inc., a related company, of $220,486) into Perfect Turf,
Inc. ("Portfolio Company") in exchange for 100% of the outstanding shares of
the Portfolio Company's common stock (1,000 shares) in order to meet the
requirements of the 1940 Act. Under the accounting principles applicable to a
BDC, subsidiaries are not consolidated into the Company but rather are reported
on the Company's financial statements at their fair value as determined by the
board of directors of the Company. The Portfolio Company will continue to focus
on the retail distribution of artificial turf products.

On December 6, 2004, the Company elected, by the filing of a Form N-54A with
the Securities and Exchange Commission ("SEC"), to be regulated as a business
development company ("BDC") under the Investment Company Act of 1940 ("1940
Act"). The Company is to carry on its business as a non-diversified closed-end
management investment company, as those terms are used in the 1940 Act, having
elected to be regulated under the 1940 Act as a business development company,
which is a closed-end management investment company that provides small
businesses that qualify as an "eligible portfolio company" with investment
capital and also significant managerial assistance.

On December 10, 2004, the Company filed a Certificate of Amendment to Articles
of Incorporation (effective date of December 14, 2004), whereby the name of the
Company was changed to City Capital Corporation. In addition, on December 15,
2004, the Company did a 100 to 1 reverse split of its outstanding common stock.
This reclassification of issued and outstanding common stock did not affect the
Company's total authorized number of common and preferred shares, which
remained at Two Hundred Thirty-Five Million (235,000,000) shares of common
stock and 15,000,000 shares of preferred stock.

Business of the Company.

A business development company must be organized in the United States for the
purpose of investing in or lending primarily to private companies and making
managerial assistance available to them. A business development company may use
capital provided by public shareholders and from other sources to invest in
long-term, private investments in businesses. A business development company
provides shareholders the ability to retain the liquidity of a publicly traded
stock, while sharing in the possible benefits, if any, of investing primarily
in privately owned companies.

The Company is in the early stages of operation as a BDC. In its present form,
the Company's mission is to become a leading diversified company with business
interests in well-established service organizations and capital goods
manufacturing companies. The Company plans to successfully grow by acquiring
companies with historically profitable results, strong balance sheets, high
profit margins, and solid management teams in place. By providing access to
financial markets, expanded marketing opportunities and operating expense
efficiencies, the Company expects to become the facilitator for future growth
and higher long-term profits. In the process, the Company expects to develop
new synergies among the acquired companies, which should allow for greater cost
effectiveness and efficiencies, and thus further enhancing each individual
company's strengths. To date, the Company has only invested in the Portfolio
Company.
5
As a business development company, the Company may not acquire any asset other
than "qualifying assets", unless, at the time we make the acquisition, the
value of our qualifying assets represents at least 70% of the value of our
total assets.

The principal categories of qualifying assets relevant to our business are:

* securities purchased in transactions not involving any public offering, the
issuer of which is an eligible portfolio company;

* securities received in exchange for or distributed with respect to securities
described in the bullet above or pursuant to the exercise of options, warrants
or rights relating to such securities; and

* cash, cash items, government securities or high quality debt securities
(within the meaning of the 1940 Act), maturing in one year or less from the
time of investment.

* an eligible portfolio company is generally a domestic company that is not an
investment company (other than a small business investment company wholly owned
by a business development company); and

* does not have a class of securities registered on an exchange or a class of
securities with respect to which a broker may extend margin credit; or

* is actively controlled by the business development company and has an
affiliate of a business development company on its board of directors.

To include certain securities described above as qualifying assets for the
purpose of the 70% test, a business development company must make available to
the issuer of those securities significant managerial assistance such as
providing significant guidance and counsel concerning the management,
operations, or business objectives and policies of a portfolio company or
making loans to a portfolio company. We offer to provide managerial assistance
to each of our portfolio companies.

As a business development company, the Company is entitled to issue senior
securities in the form of stock or senior securities representing indebtedness,
including debt securities and preferred stock, as long as each class of senior
security has asset coverage of at least 200% immediately after each such
issuance. See "Risk Factors."

The Company may be prohibited under the 1940 Act from knowingly participating
in certain transactions with our affiliates without the prior approval of our
board of directors who are not interested persons and, in some cases, prior
approval by the SEC.

Under the 1940 Act, the Company is prohibited, as a BDC, from selling its
common stock at a price below the current net asset value per share for such
stock unless, among other conditions, the policy and practice of making such
sales is approved by holders of a majority of the outstanding voting
securities, as well as the holders of a majority of the outstanding voting
securities who are not affiliates. In addition, a majority of the directors who
are not "interested persons" of the Company must first determine that any such
sale would be in the best interest of the company and the stockholders, and in
consultation with the underwriter, that the offering price would be not less
than a price that closely approximates the market price less any distributing
discount or commission.
6
As a business development company, our primary goal is to increase our net
assets by investing in private development stage or start-up companies that
possess or will likely identify emerging and established technologies and
markets for those technologies. These private businesses are thinly
capitalized, unproven, small companies that lack management depth, are
dependent on new, commercially unproven technologies and have no history of
operations. It is the goal of the Company to assemble a diverse portfolio of
companies with strategic information and communications technologies or
applications, which will leverage the combined talents of our experienced
management team to incubate these companies and seek to enhance shareholder
value. As a result, the Company will focus on making equity and not debt
investments.

The Company will likely be periodically examined by the SEC for compliance with
the 1940 Act. As with other companies regulated by the 1940 Act, a business
development company must adhere to certain substantive regulatory requirements.
A majority of our directors must be persons who are not interested persons, as
that term is defined in the 1940 Act. Additionally, we are required to provide
and maintain a bond issued by a reputable fidelity insurance company to protect
us against larceny and embezzlement. Furthermore, as a business development
company, we are prohibited from protecting any director or officer against any
liability to the Company or our shareholders arising from willful malfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such person's office.

The Company must maintain a code of ethics that establishes procedures for
personal investment and restricts certain transactions by our personnel. Our
code of ethics generally does not permit investment by our employees in
securities that may be purchased or held by us. As a business development
company under the 1940 Act, we are entitled to provide loans to our employees
in connection with the exercise of options. However, as a result of provisions
of the Sarbanes-Oxley Act of 2002, we are prohibited from making new loans to,
or materially modifying existing loans with, our executive officers in the
future.

We may not change the nature of our business so as to cease to be, or withdraw
our election as, a business development company unless authorized by vote of a
"majority of the outstanding voting securities," as defined in the 1940 Act, of
our shares. A majority of the outstanding voting securities of a company is
defined under the 1940 Act as the lesser of: (i) 67% or more of such company's
shares present at a meeting if more than 50% of the outstanding shares of such
company are present and represented by proxy or (ii) more than 50% of the
outstanding shares of such company. Since we made our business development
company election, we have not made any substantial change in the nature of our
business.

We fund new investments using cash, through the issuance of our common equity,
the reinvestment of previously accrued interest and dividends in debt or equity
securities, or the current reinvestment of interest and dividend income through
the receipt of a debt or equity security (payment-in-kind income). From time to
time, we may also opt to reinvest accrued interest receivable in a new debt or
equity.
7
(a) Valuation Methodology.

We will determine the value of each investment in our portfolio on a quarterly
basis, and changes in value result in unrealized gains or losses being
recognized. At December 31, 2005, 82.7 % of our total assets represented an
investment in Perfect Turf, Inc., our sole Portfolio Company at such date, at
fair value. Fair value is defined in Section 2(a) (41) of the 1940 Act as (i)
the market price for those securities for which a market quotation is readily
available and (ii) for all other securities and assets, fair value is as
determined in good faith by the board of directors. Since there is typically no
readily ascertainable market value for the investments in our portfolio, we
value substantially all of our portfolio investments at fair value as
determined in good faith by the board of directors pursuant to a valuation
policy and a consistently applied valuation process. Because of the inherent
uncertainty of determining the fair value of investments that do not have a
readily ascertainable market value, the fair value of our investments
determined in good faith by the board of directors may differ significantly
from the values that would have been used had a ready market existed for the
investments, and the differences could be material.

Our investment in the Portfolio Company is carried at historical a carrying
amount (which approximates fair value) as this investment represents a
continuation of the Company's former business prior to its election as a BDC,
and is under common control at date of transfer.

Unlike banks, we are not permitted to provide a general reserve for anticipated
loan losses. Instead, we are required to specifically value each individual
investment on a quarterly basis. We will record unrealized depreciation on
investments when we believe that an investment has become impaired. Conversely,
we will record unrealized appreciation if we believe that the underlying
portfolio company has appreciated in value and, therefore, our equity security
has also appreciated in value.

As a business development company, we invest in liquid and illiquid securities,
including debt and equity securities primarily of private companies. Our
investments are generally subject to restrictions on resale and generally have
no established trading market. Because of the type of investments that we make
and the nature of our business, our valuation process requires an analysis of
various factors. Our fair value methodology includes the examination of, among
other things, the underlying investment performance, financial condition, and
market changing events that impact valuation.
8
(b) Risk Factors.

Investing in the Company involves a number of significant risks relating to our
business and investment objective. As a result, there can be no assurance that
we will achieve our investment objective. In addition to the risk factors
described below, other factors that could cause actual results to differ
materially include:

* The ongoing global economic uncertainty, coupled with war or the
threat of war;
* Risks associated with possible disruption in our operations due to
terrorism;

* Future regulatory actions and conditions in our operating areas; and

* Other risks and uncertainties as may be detailed from time to time in our
public announcements and SEC filings.

(1) Investing in Private Companies Involves a High Degree of Risk.

The Company's portfolio will consist of primarily long-term loans to and
investments in private companies. Investments in private businesses involve a
high degree of business and financial risk, which can result in substantial
losses and accordingly should be considered speculative. There is generally no
publicly available information about the companies in which we invest, and we
rely significantly on the diligence of our employees and agents to obtain
information in connection with our investment decisions. In addition, some
smaller businesses have narrower product lines and market shares than their
competition, and may be more vulnerable to customer preferences, market
conditions or economic downturns, which may adversely affect the return on, or
the recovery of, our investment in such businesses.

(2) Our Portfolio of Investments Will Be Illiquid.

The Company intends to acquire its investments directly from the issuer in
privately negotiated transactions. The majority of the investments in our
portfolio will typically be subject to restrictions on resale or otherwise have
no established trading market. We intend to exit our investments when the
portfolio company has a liquidity event such as a sale, recapitalization, or
initial public offering of the company. The illiquidity of our investments may
adversely affect our ability to dispose of debt and equity securities at times
when it may be otherwise advantageous for us to liquidate such investments. In
addition, if we were forced to immediately liquidate some or all of the
investments in the portfolio, the proceeds of such liquidation would be
significantly less than the current value of such investments.

Pursuant to the requirements of the 1940 Act, we will value substantially all
of our investments at fair value as determined in good faith by our board of
directors on a quarterly basis. Since there is typically no readily
ascertainable market value for the investments in our portfolio, our board of
directors has to determine in good faith the fair value of these investments
pursuant to a valuation policy and a consistently applied valuation process.
Such policies and procedures shall fall in the exclusive purview of the Audit
Committee of the board of directors.

There is no single standard for determining fair value in good faith. As a
result, determining fair value requires that judgment be applied to the
specific facts and circumstances of each portfolio investment while employing a
consistently applied valuation process for the types of investments we make.
Unlike banks, we are not permitted to provide a general reserve for anticipated
loan losses; we are instead required by the 1940 Act to specifically value each
individual investment on a quarterly basis, and record unrealized depreciation
for an investment that we believe has become impaired, including where
collection of a loan or realization of an equity security is doubtful, or when
the enterprise value of the company does not currently support the cost of our
debt or equity investment. Conversely, we will record unrealized appreciation
if we believe that the underlying portfolio company has appreciated in value
and, therefore, our equity security has also appreciated in value. Without a
readily ascertainable market value and because of the inherent uncertainty of
valuation, the fair value of our investments determined in good faith by the
board of directors may differ significantly from the values that would have
been used had a ready market existed for the investments, and the differences
could be material.
9
We will adjust quarterly the valuation of our portfolio to reflect the board of
directors' determination of the fair value of each investment in our portfolio.

(3) Economic Recessions or Downturns Could Impair the Portfolio Companies and
Harm Operating Results.

Many of the companies in which the Company may make investments may be
susceptible to economic slowdowns or recessions. An economic slowdown may
affect the ability of a company to engage in a liquidity event. Non-performing
assets are likely to increase and the value of the portfolio is likely to
decrease during these periods. These conditions could lead to financial losses
in the portfolio and a decrease in the revenues, net income, and assets.

The business of making private equity investments and positioning them for
liquidity events also may be affected by current and future market conditions.
The absence of an active senior lending environment may slow the amount of
private equity investment activity generally. As a result, the pace of the
investment activity may slow. In addition, significant changes in the capital
markets could have an effect on the valuations of private companies and on the
potential for liquidity events involving such companies. This could affect the
amount and timing of gains realized on our investments.

(4) The Company's Private Finance Investments May Not Produce Current Returns
or Capital Gains.

Private finance investments are typically structured as debt securities with a
relatively high fixed rate of interest and with equity features such as
conversion rights, warrants, or options. As a result, private finance
investments are generally structured to generate interest income from the time
they are made and may also produce a realized gain from an accompanying equity
feature. The Company cannot be sure the portfolio will generate a current
return or capital gains.

(5) The Company May Borrow Money Which Magnifies the Potential For Gain or Loss
on Amounts Invested and May Increase the Risk of Investing in the Company.

Borrowings, also known as leverage, magnify the potential for gain or loss on
amounts invested and, therefore, increase the risks associated with investing
in our securities. The Company can borrow from and issue senior debt securities
to banks, insurance companies, and other lenders. Lenders of these senior
securities would have fixed dollar claims on the consolidated assets that are
superior to the claims of the common shareholders. If the value of the
consolidated assets increases, then leveraging would cause the net asset value
attributable to the common stock to increase more sharply than it would have
had the Company not leveraged. Conversely, if the value of the consolidated
assets decreases, leveraging would cause net asset value to decline more
sharply than it otherwise would have had the Company not leveraged. Similarly,
any increase in the consolidated income in excess of consolidated interest
payable on the borrowed funds would cause the net income to increase more than
it would without the leverage, while any decrease in the consolidated income
would cause net income to decline more sharply than it would have had the
Company not borrowed.
10
(6) Changes in Interest Rates May Affect the Cost of Capital and Net Investment
Income.

Because the Company can borrow money to make investments, the net investment
income before net realized and unrealized gains or losses, or net investment
income, can be dependent upon the difference between the rate at which the
Company borrow funds and the rate at which the Company invest these 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 net investment income. In
periods of rising interest rates, the cost of funds would increase, which would
reduce the net investment income. The Company can use a combination of
long-term and short-term borrowings and equity capital to finance our investing
activities.

(7) We May Need to Make Additional Cash Investments in our Portfolio Companies.

The Company may have to make additional cash investments in our portfolio
companies to protect our overall investment value in the particular company. We
retain the discretion to make any additional investments as our management
determines. The failure to make such additional investments may jeopardize the
continued viability of a portfolio company, and our initial (and subsequent)
investments. Moreover, additional investments may limit the number of companies
in which we can make initial investments. We have no established criteria in
determining whether to make an additional investment except that our management
will exercise its business judgment and apply criteria similar to those used
when making the initial investment. We cannot assure you that we will have
sufficient funds to make any necessary additional investments, which could
adversely affect our success and result in the loss of a substantial portion or
all of our investment in a portfolio company.

(8) The Company Operates in a Competitive Market for Investment Opportunities.

The Company competes for investments with a large number of private equity
funds and mezzanine funds, investment banks and other equity and non-equity
based investment funds, and other sources of financing, including traditional
financial services companies such as commercial banks. Some of the competitors
have greater resources than the Company do. Increased competition would make it
more difficult for us to purchase or originate investments at attractive
prices. As a result of this competition, the Company may sometimes be precluded
from making otherwise attractive investments.

(9) Our Quarterly and Annual Operating Results Fluctuate Significantly.

The Company's quarterly and annual operating results could fluctuate
significantly due to a number of factors. These factors include the small
number and range of values of the transactions that are completed each quarter,
fluctuations in the values of our investments, the timing of the recognition of
unrealized gains and losses, the degree to which we encounter competition in
our markets, the volatility of the stock market and its impact on our
unrealized gains and losses, as well as other general economic conditions. As a
result of these factors, quarterly and annual results are not necessarily
indicative of our performance in future quarters and years.
11
(10) The Securities We Hold in Our Portfolio Companies are Subject to
Restriction on Resale.

Our portfolio companies will be private entities and we will acquire their
securities in private transactions. As a result, all of the securities we will
hold in our portfolio companies are subject to legal restrictions on resale.
Furthermore, our ability to sell the securities in our portfolio may be limited
by, and subject to, the lack of or limited nature of a trading market for such
securities. Therefore, we cannot assure you that we will be able to sell our
portfolio company securities for amounts equal to the values that we have
ascribed to them or at the time we desire to sell.

(11) We Are Dependent Upon the Efforts of Our Portfolio Companies to
Successfully Commercialize Their Products and Services.

Our portfolio companies may face intense competition, including competition
from companies with greater financial resources, more extensive research and
development, manufacturing, marketing and service capabilities and a greater
number of qualified and experienced managerial and technical personnel. They
may need additional financing which they are unable to secure and we are unable
or unwilling to provide or they may be subject to adverse developments
unrelated to the technologies they acquire.

They may lose the rights granted to them for a technology or a licensing
agreement. We cannot assure you that our portfolio companies will be successful
or that we will be able to sell the securities we receive at a profit or for
sufficient amounts to even recover our initial investment in a portfolio
company or that our portfolio company will not take actions that could be
detrimental to us.

(12) We are Subject to Government Regulations Because of Our Status as a
Business Development Company.

The Company has elected to be treated as a BDC under the 1940 Act. The 1940 Act
imposes numerous restrictions on our activities, including restrictions on the
nature of our investments and transactions with affiliates. Any change in the
law or regulations that govern our business could have a material impact on us
or our operations. Laws and regulations may be changed from time to time, and
the interpretations of the relevant laws and regulations also are subject to
change.

(13) Our Common Stock Price May Be Volatile.

The trading price of our common stock may fluctuate substantially. The price of
the common stock may be higher or lower than the price you pay for your shares,
depending on many factors, some of which are beyond our control and may not be
directly related to our operating performance. These factors include the
following:
12
* Price and volume fluctuations in the overall stock market from time to time;

* Significant volatility in the market price and trading volume of securities
of business development companies or other financial services companies;

* Changes in regulatory policies with respect to business development
companies;

* Actual or anticipated changes in our earnings or fluctuations in our
operating results;

* General economic conditions and trends;

* Loss of a major funding source; or

* Departures of key personnel.

Due to the continued potential volatility of our stock price, we may be the
target of securities litigation in the future. Securities litigation could
result in substantial costs and divert management's attention and resources
from our business.

(14) No Assurance of Public Trading Market and Risk of Low Priced Securities
May Affect Market Value of Our Stock.

The SEC has adopted a number of rules to regulate "penny stocks." Such rules
include Rule 3a51-1 and Rules 15g-1 through 15g- 9 under the Securities
Exchange Act of 1934, as amended. Because the securities of the Company may
constitute "penny stocks" within the meaning of the rules (as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, largely traded in the Over the
Counter Bulletin Board or the Pink Sheets), the rules would apply to the
Company and to its securities.

The SEC has adopted Rule 15g-9 which established sales practice requirements
for certain low price securities. Unless the transaction is exempt, it shall be
unlawful for a broker or dealer to sell a penny stock to, or to effect the
purchase of a penny stock by, any person unless prior to the transaction: (i)
the broker or dealer has approved the person's account for transactions in
penny stock pursuant to this rule and (ii) the broker or dealer has received
from the person a written agreement to the transaction setting forth the
identity and quantity of the penny stock to be purchased. In order to approve a
person's account for transactions in penny stock, the broker or dealer must:
(a) obtain from the person information concerning the person's financial
situation, investment experience, and investment objectives; (b) reasonably
determine that transactions in penny stock are suitable for that person, and
that the person has sufficient knowledge and experience in financial matters
that the person reasonably may be expected to be capable of evaluating the
risks of transactions in penny stock; (c) deliver to the person a written
statement setting forth the basis on which the broker or dealer made the
determination (i) stating in a highlighted format that it is unlawful for the
broker or dealer to affect a transaction in penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement to the
transaction from the person; and (ii) stating in a highlighted format
immediately preceding the customer signature line that (iii) the broker or
dealer is required to provide the person with the written statement; and (iv)
the person should not sign and return the written statement to the broker or
dealer if it does not accurately reflect the person's financial situation,
investment experience, and investment objectives; and (d) receive from the
person a manually signed and dated copy of the written statement. It is also
required that disclosure be made as to the risks of investing in penny stock
and the commissions payable to the broker-dealer, as well as current price
quotations and the remedies and rights available in cases of fraud in penny
stock transactions. Statements, on a monthly basis, must be sent to the
investor listing recent prices for the penny stock and information on the
limited market.
13
There has been only a limited public market for the common stock of the
Company. Our common stock is currently traded on the Over the Counter Bulletin
Board. As a result, an investor may find it difficult to dispose of, or to
obtain accurate quotations as to the market value of our securities. The
regulations governing penny stocks, as set forth above, sometimes limit the
ability of broker- dealers to sell the Company's common stock and thus,
ultimately, the ability of the investors to sell their securities in the
secondary market.

Potential shareholders of the Company should also be aware that, according to
SEC Release No. 34-29093, the market for penny stocks has suffered in recent
years from patterns of fraud and abuse. Such patterns include (i) control of
the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv)
excessive and undisclosed bid-ask differential and markups by selling
broker-dealers; and (v) the wholesale dumping of the same securities by
promoters and broker dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with
consequent investor losses.

Description of Portfolio Company.

Prior to its election to be a BDC, the Company specialized in the sale and
distribution of artificial turf, a synthetic product used for artificial home
lawns, childcare playground surfacing, soccer and football fields, and in
numerous other applications where conditions prohibit the use of natural grass
surfaces. Those business activities are now conducted in the Company's sole
portfolio company, Perfect Turf, Inc.

The Portfolio Company specializes in the sale and distribution of artificial
turf, a synthetic product used for artificial home lawns, childcare playground
surfacing, soccer and football fields and in numerous other areas applications
conditions prohibit the use of natural grass surfaces. The Portfolio Company
believes that the artificial turf business will see a dramatic increase due the
ongoing advancements in the technology of artificial turf. Additionally, the
current drought affecting much of the United States is experiencing and the
related increase in watering restrictions favors the introduction of artificial
turf as an economic and environmentally friendly alternative. The Portfolio
Company believes it is well positioned to be a significant player in the
artificial turf business.

The Portfolio Company's industry remains extremely competitive, as evidenced by
the recent bankruptcy filing of SRI, Inc., the maker of AstroTurfT. It is not
possible to determine with accuracy the relative competitive position of the
Portfolio Company in the market for artificial turf and related products, but
the Portfolio Company believes that it will maintain and possibly increase its
market share during fiscal year 2005. Approximately ten other companies are
known to be competing with the Portfolio Company in the sale and distribution
of artificial turf products in the United States, some of which also
manufacture products other than artificial turf surfaces.

The Portfolio Company has no responsibility or obligation to seek or obtain any
government approval of its principal products, nor is the Portfolio Company
aware of any such requirements being imposed on any of its suppliers of
products or services.

The Portfolio Company is not aware of any existing or probable governmental
regulations of an extraordinary nature pertaining to its on the business, other
than normal and ordinary regulations pertaining to a small business enterprise
such as the Portfolio Company. In addition, the Portfolio Company's business
does not involve any costs or effects of compliance with environmental laws
(federal, state or local environmental laws.)
14
The Portfolio Company has not expended any amount spent during each of the last
two fiscal years on research and development activities, and if applicable the
extent to which the cost of such activities are borne directly by customers.

Employees.

As of December 31, 2005, the Company and its sole Portfolio Company had no
employees. The Company plans to hire employees during the next 12 months as the
need arises.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company maintains offices in a location under lease by Avery Sports Turf,
Inc. that is located in Mendota Heights, Minnesota, a suburb of Minneapolis.
The Company pays 50 percent of the monthly cost that totals $1,253 per month.
The Company considers these offices to be adequate and suitable for its current
needs. The Company has a full complement of office equipment and furniture at
this location all of which has been fully depreciated.

ITEM 3. LEGAL PROCEEDINGS.

Other than as set forth below, the Company is not a party to any material
pending legal proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.

On October 4, 1999 the Company was named as a defendant in a lawsuit filed in
Jefferson County, Texas. The plaintiff, Engineering & Wireless Services, Inc.
("EWS") demanded payment of $27,748.71 for services rendered to the Company in
1996 and 1997. The Company's President at the time, John C. Spradley, had
written a check for this same amount on April 2, 1997 that was returned, unpaid
and marked "NSF". Mr. Spradley wrote this check without proper authority by the
Company, and actually was strictly forbidden by a board resolution to write any
checks in excess of $5,000. The writing of the check to EWS left the Company
legally obligated to honor this check. The Company has not had any
communications with any of the parties of this suit for over 3 years.

On December 1, 1999, EWS was granted a final default judgment in the amount of
$37,214.27, which included $9,249.56 in attorney fees. The Company was notified
of such judgment and was not in a position to pay it. On June 9, 2001, a writ
of execution was issued by the Third District Court of the State of Utah
directing the Salt Lake County Sheriff to collect $39,521.00 from the Company;
this amount included post judgment costs of $1412.44 and other costs of
$894.29.

On July 19, 2000, the Company entered into a settlement agreement with EWS. The
Company agreed to pay EWS $31,000 over a four month period and issued to EWS
45,000 shares of the Company's common stock. The Company has made the initial
payment of $5,000 and delivered the stock due to EWS; but no other payments
under the settlement were made. The Company has not reached an agreement with
EWS nor has it pursued any agreement during the past year.
15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

PART II.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information.

The Company's common stock began trades on the Over the Counter Bulletin Board
under the symbol "CCCN". Prior to December 15, 2004 (when the Company was known
as Synthetic Turf Corporation of America, Inc.), the common stock traded under
the symbol "SYTR". Prior to November 14, 2003 (when the Company was known as
JustWebit.com, Inc.), the common stock traded under the symbol "JWIT". The
range of closing prices shown below is as reported by this market. The
quotations shown reflect inter-dealer prices, without retail mark-up, markdown
or commission and may not necessarily represent actual transactions. All prices
below are adjusted for the reverse stock split of 100 to 1, which occurred on
December 15, 2005.

Per Share Common Stock Bid Prices by Quarter For the Fiscal Year Ended on
December 31, 2005

High Low

Quarter Ended December 31, 2005 0.29 0.11
Quarter Ended September 30, 2005 0.60 0.30
Quarter Ended June 30, 2005 0.51 0.48
Quarter Ended March 31, 2005 0.50 0.21

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2004

High Low

Quarter Ended December 31, 2004 0.50 0.025
Quarter Ended September 30, 2004 0.50 0.10
Quarter Ended June 30, 2004 0.90 0.38
Quarter Ended March 31, 2004 2.75 1.05

Holders of Common Equity.

As of December 31, 2005, the Company had approximately 742 shareholders of
record. The number of registered shareholders excludes any estimate by us of
the number of beneficial owners of common shares held in street name.

Dividend Information.

The Company has not declared or paid a cash dividend to stockholders since it
was incorporated. The board of directors presently intends to retain any
earnings to finance our operations and does not expect to authorize cash
dividends in the foreseeable future. Any payment of cash dividends in the
future will depend upon our earnings, capital requirements and other factors.

Sales of Unregistered Securities.

Except as follows, all sales of unregistered (restricted) securities during the
fiscal year ended on December 31, 2005 have been previously reported either in
a Form 10-QSB or in a Form 8-K:

(a) On October 21, 2005, the Company sold 108,108 shares of common stock to
accredited investors for cash of $ 16,000 ($0.148 per share).

No commissions were paid in connection with any of these sales. These sales
were undertaken under Section 4(2) of Regulation D under the Securities Act of
1933, as amended ("Act"). None of the transactions involved a public offering
and each of the investors represented that he was an "accredited" or
sophisticated" investor as defined in Rule 502 of Regulation D.

16
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The following discussion and analysis of financial condition and results of
operations is based upon, and should be read in conjunction with, the audited
financial statements and related notes included elsewhere in this Form 10-KSB,
which have been prepared in accordance with accounting principles generally
accepted in the United States.

Overview.

On December 1, 2004, the Company elected status as a registered Business
Development Corporation as designated under Section 54(a) of the Investment Act
of 1940. Under this charter, the Company's business is to fund developing
businesses through investments in companies or the subsidiaries of the Company.
The Company may not hold directly any business other than investment within its
entity.

The Company transferred its assets and liabilities pertaining to the previous
business to a wholly owned subsidiary, Perfect Turf, Inc. As a result, the
results of operations do not reflect a comparison of the previous year but the
operations as two different periods with disparate accounting principles being
applicable within the year.

Results of Operations.

Because the Company has elected to be regulated as a business development
company under the 1940 Act, the comparability of our results of operations is
impacted by our changes in business strategy during these periods. The results
of operations reflected in this discussion include the operations of the
Company for the past two years. The Company elected to become a BDC as of
December 1, 2005. However for comparison purposes the Company has elected to
include both the BDC and non BDC periods in the 2004 financial comparisons.

(a) Revenues.

For the years ended December 31, 2005, and 2004, the Company reported $ 71,592
operating revenues for 2004, and zero for 2005. Revenues were down due to
election of BDC status for the full year in 2005.

(b) Selling, General and Administrative Expenses.

The Company incurred total selling, general and administrative expenses of
$440,557 for the year ended December 31, 2004, as compared to $388,676 for the
fiscal year ended December 31, 2005. The decrease in cost are due to the lower
overhead as a BDC during 2005.

Depreciation and amortization for both periods in the year ended December 31,
2004 and for the year ended December 31, 2005 were zero.

(d) Interest Expense.

The Company incurred interest expense of $72,137 in the fiscal year ended
December 31, 2004, compared with such charges of $92,073 in the year ended
December 31, 2005, representing an increase of $19,936. The variance between
the fiscal years is the result of increased interest bearing indebtedness in
2005.

(e) Net Operating Loss Carryforward.

For the fiscal year ending December 31, 2005, the Company had a net operating
loss carryforward of approximately $ 10,078,000 as compared with approximately
$9,612,000 for the previous fiscal year. The Company has not recognized any of
this tax benefit as an asset due to uncertainty of future income and possible
change in control of the Company. The increase in net operating loss
carryforward is the result of the Company's operating loss experienced in 2005.
17
(f) Net Loss.

The Company recorded a net loss from continued operations of $510,931 for the
fiscal year ended December 31, 2004, as compared to a net loss of $465,990 for
the fiscal year ended December 31, 2005, a decrease of $44,941. The decrease
reflects lower overhead as a BDC compared to an operating company

Factors That May Affect Operating Results.

The operating results of the Company, and after December 1, 2004, Perfect Turf,
Inc., can vary significantly depending upon a number of factors, many of which
are outside its control. General factors that may affect our operating results
include:

* market acceptance of and changes in demand for products and 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 and products by us or by our
competitors;

* price competition;

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

* the ability to introduce and market products and 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.

We believe that our 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, we intend to invest in
marketing, strategic partnerships, and development of its client base. If we
are not successful in promoting our services and expanding our client base,
this may have a material adverse effect on our financial condition and the
ability to continue to operate the business.

We are also subject to the following specific factors that may affect its
operating results:

(a) Competition.

The market for artificial turf is competitive and we expect competition to
continue to increase. In addition, the companies with whom there are existing
relationships could develop products or services, which compete with our
products or services. In addition some competitors in the market have longer
operating histories, significantly greater financial, technical, marketing and
other resources, and greater brand recognition than it does. We also expects to
face additional competition as other established and emerging companies enter
the market for artificial turf. To be competitive, we believe that we must,
among other things, invest resources in developing new products, improve its
current products and maintain customer satisfaction. Such investment will
increase our expenses and affect our profitability. In addition, if we fail to
make this investment, we may not be able to compete successfully with its
competitors, which could have a material adverse effect on its revenue and
future profitability
18
(b) Dependence on Suppliers.

We depend upon one supplier, Avery Sports Turf, Inc., for our products. There
is an inherent risk that certain components of our products will be unavailable
for prompt delivery or, in some cases, discontinued. We only have limited
control over any third-party manufacturer as to quality controls, timeliness of
production, deliveries and various other factors. Should the availability of
certain components be compromised, it could force the us to develop alternative
designs using other components, which could add to the cost of goods sold and
compromise delivery commitments. If we were unable to obtain products in a
timely manner, at an acceptable cost, or at all, we may need to select new
suppliers, redesign or reconstruct processes used to build its devices. In such
an instance, we would not be able to sell prodcuts for a period of time, which
could materially adversely affect its business, results from operations, and
financial condition.

The markets in which we compete are characterized by new product introductions,
evolving industry standards, and changing needs of customers. There can be no
assurance that our existing products will continue to be properly positioned in
the market or that it will be able to introduce new or enhanced products into
the market on a timely basis, or at all. Currently, we are focusing on
upgrading and introducing new products. There can be no assurance that
enhancements to existing products or new products will receive customer
acceptance.

There is the risk to us that there may be delays in initial shipments of new
products. Further risks inherent in new product introductions include the
uncertainty of price-performance relative to products of competitors,
competitors' responses to the introductions and the desire by customers to
evaluate new products for longer periods of time.

(d) Key Personnel.

Our success is largely dependent on the personal efforts
and abilities of our sole officer. The loss of our sole officer could have a
material adverse effect on the Company's business and prospects.

There can be no assurances that we will be successful in retaining existing
personnel or in attracting and recruiting experienced qualified personnel.

(e) Operation as a Business Development Company.

Although the Company is limited by the 1940 Act with respect to the percentage
of its assets that must be invested in qualified investment companies, we are
not limited with respect to the minimum standard that any investment company
must meet, or the industries in which those investment companies must operate.
The Company may make investments without shareholder approval and such
investments may deviate significantly from our historic operations. Any change
in our investment policy or selection of investments could adversely affect our
stock price, liquidity, and the ability of our shareholders to sell their
stock.

The Company intends to make investments into qualified companies that will
provide the greatest overall return on its investment. However, certain of
those investments may fail, in which case we may not receive any return on our
investment. In addition, the Company's investments may not generate income,
either in the immediate future, or at all. As a result, the Company may have to
sell additional stock, or borrow money, to cover its operating expenses. The
effect of such actions could cause its stock price to decline or, if we are not
successful in raising additional capital, the Company could cease to continue
as a going concern.
19
(f) Limitations on Liability and Indemnification.

The Company's bylaws include provisions to the effect that we may indemnify any
director, officer, or employee. In addition, provisions of Nevada law provide
for such indemnification, as well as for a limitation of liability of our
directors and officers for monetary damages arising from a breach of their
fiduciary duties. Any limitation on the liability of any director or officer,
or indemnification of any director, officer, or employee, could result in
substantial expenditures being made by the Company in covering any liability of
such persons or in indemnifying them.

Operating Activities.

The net cash used in operating activities was $1,557 for the year ended
December 31, 2004 compared to $264,170 for the year ended December 31, 2005, an
increase of $262,613. A significant portion of cash used in the year ended
December 31, 2005 is attributed to an increase in liabilities.

Investing Activities.

Net cash used in investing activities was $215,187 for the year ended December
31, 2004 as compared to $97,737 during the year ended December 31, 2005 as a
result of investments made by the Company. These loans represent a portion of
the investment of $396,286, and are comprised of an investment by the Company
in the Portfolio Company in the amount of $355,395 (through the Contribution
Agreement) and a loan by the Company to InZon Corporation in the amount of
$40,888.

Liquidity and Capital Resources.

As of December 31, 2005, the Company had $73,863 current assets and liabilities
of $1,666,775 with negative current working capital of $ 1,592,912. During the
years ended December 31, 2004 and 2005, the Company incurred net losses of
$510,931 and $ 465,990 respectively and the Company has an accumulated deficit
of $529,775 as of December 31, 2005. These factors raise substantial doubt as
to the Company's ability to continue as a going concern.

The accompanying financial statements have been prepared assuming that the
Company continues as a going concern that contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business
assuming the Company will continue as a going concern. However, the ability of
the Company to continue as a going concern on a longer-term basis will be
dependent upon its ability to generate sufficient cash flow from operations to
meet its obligations on a timely basis, to retain its current financing, to
obtain additional financing, and ultimately attain profitability.

Our current cash flow from operations will not be sufficient to maintain our
capital requirements for the next twelve months. Accordingly, we will need to
continue raising capital through either debt or equity instruments. We believe
we will need to raise up to $5,000,000 within the next twelve months so we may
continue executing our business plans. Whereas the Company has in the past in
raised capital, no assurance can be given that these sources of financing will
continue to be available to us and/or that demand for our 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.
20
If funding is insufficient at any time in the future, we may not be able to
take advantage of business opportunities or respond to competitive pressures,
or may be required to reduce the scope of our planned product development and
marketing efforts, any of which could have a negative impact on its business
and operating results. In addition, insufficient funding may have a material
adverse effect on our financial condition, which could require us 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 we raise 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 our operations. Regardless of whether our cash assets
prove to be inadequate to meet our operational needs, we may seek to compensate
providers of services by issuance of stock in lieu of cash, which may also
result in dilution to existing shareholders.

The Company has been successful in obtaining cash resources through private
placements. Financing activities provided cash of $66,000 during the year ended
December 31, 2005, through the sale of common stock. plus cash of $ 371,910
through the issuance of notes during the same period. In addition there were
net redemptions of convertible debentures of $ 75,000 resulting in net proceeds
from financing activities for the period ending December 31, 2005 of $ 362,910.

Inflation.

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

Other.

The Company does not provide post-retirement or post-employment benefits
requiring charges under Statements of Financial Accounting Standards Nos. 106
and 112.

Off Balance Sheet Arrangements.

The Company does not engage in any off balance sheet arrangements that are
reasonably likely to have a current or future effect on our financial
condition, revenues, and results of operations, liquidity or capital
expenditures.

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 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) the use of
estimates; (b) valuation of investments; and (c) non-cash compensation
valuation. The methods, estimates and judgments the Company uses in applying
these most critical accounting policies have a significant impact on the
results reported in its financial statements.
21
(a) Use of Estimates.

The preparation of these financial statements requires our 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, we evaluate these estimates, including
those related to revenue recognition and concentration of credit risk. We base
our 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) Valuation of Investments.

Pursuant to the requirements of the 1940 Act, our board of directors is
responsible for determining in good faith the fair value of our securities and
assets for which market quotations are not readily available. The board of
directors is required to value such securities if the validity of the market
quotations appears to be questionable, or if the number of quotations is such
as to indicate that there is a thin market in the security. In making its
determination, the board of directors may consider valuation appraisals
provided by independent valuation service providers.

The board of directors bases its determination of fair value upon, among other
things, applicable quantitative and qualitative factors. These factors may
include, but are not limited to, type of securities, nature of business,
marketability, market price of unrestricted securities of the same issue (if
any), comparative valuation of securities of publicly-traded companies in the
same or similar industries, current financial conditions and operating results,
sales and earnings growth, operating revenues, competitive conditions and
current and prospective conditions in the overall stock market.

Unlike banks, the Company is not permitted to provide a general reserve for
anticipated loan losses; we are instead required by the 1940 Act to
specifically value each individual investment on a quarterly basis, and record
unrealized depreciation for an investment that we believe has become impaired.
Conversely, we will record unrealized appreciation if we believe that the
underlying portfolio company has appreciated in value and, therefore, our
equity security has also appreciated in value. Without a readily ascertainable
market value and because of the inherent uncertainty of valuation, the fair
value of our investments determined in good faith by the board of directors may
differ significantly from the values that would have been used had a ready
market existed for the investments, and the differences could be material.

The Company will adjust quarterly the valuation of our portfolio to reflect the
board of directors' determination of the fair value of each investment in our
portfolio.

The Company's Audit Committee reviews each report along with information
provided by management which may include correspondence that could materially
affect the value of the investment, recent SEC filings that have information
that could materially affect the valuations, answers to questions that
management has posed on a quarterly basis to the CEO of the investments which
make up the majority of the total value.

The Audit Committee reviews the information provided and makes a recommendation
to the board of directors regarding the valuation reports and other information
pertinent to the final valuation. The board of directors then determines the
value of the investments based on all the information provided. Due to the
uncertainty inherent in the valuation process, such estimates of fair value may
differ significantly from the values that would have been obtained had a ready
market for the securities existed, and the differences could be material.

Additionally, changes in the market environment and other events that may occur
over the life of the investments may cause the gains or losses ultimately
realized on these investments to be different than the valuations currently
assigned. No single standard for determining fair value in good faith exists
since fair value depends upon circumstances of each individual case. In
general, fair value is the amount that we might reasonably expect to receive
upon the current sale of the security.

(c) Non-Cash Compensation Valuation.
22
The Company has issued shares of common stock to various individuals and
entities for certain management, legal, consulting and marketing services.
These issuances are valued at the fair market value of the service provided and
the number of shares issued is determined, based upon the closing price of our
common stock on the date of each respective transaction after the period of
service. These transactions are reflected as a component of general and
administrative expenses in the accompanying statement of operations.

On November 20, 2002, the Company's board of directors adopted the Amended and
Restated Employee Stock Incentive Plan. On January 19, 2003, the Company filed
with the SEC a registration statement on Form S-8 for the purpose of
registering 20,000,000 common shares issuable under this plan. However, since
the Company has now converted to a BDC, it will not issue any further
compensation under this plan, or any other stock compensation plan of the
Company. Forward Looking Statements.

Information in this Form 10-KSB 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-KSB,
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 our adequacy of cash, expectations regarding net losses
and cash flow, statements regarding our growth, our need for future financing,
our dependence on personnel, and our 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 risks related to our ability to market fluctuations and our ability
to obtain future financing, and the risks set forth under "Factors That May
Affect Our 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 its expectations with regard thereto
or any change in events, conditions or circumstances on which any such
statement is based.

ITEM 7. FINANCIAL STATEMENTS.

Financial statements as of and for the year ended December 31, 2005, and for
the year ended December 31, 2004 are presented in a separate section of this
report following Item 14.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

ITEM 8A. 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 Securities Exchange Act of 1934, as
amended) that are designed to ensure that information required to be disclosed
in our 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 our
management, including our chief executive officer, to allow timely decisions
regarding required disclosure.

As of the end of the period covered by this report, our management carried out
an evaluation, under the supervision and with the participation of our
principal (chief) executive officer, of our disclosure controls and procedures
(as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based
upon the evaluation, our principal (chief) executive officer concluded that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC's rules and forms.
23
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 Disclosure Controls and Procedures.

There were no significant changes in the Company's disclosure controls and
procedures, or in factors that could significantly affect those controls and
procedures, since their most recent evaluation.

ITEM 8B. OTHER INFORMATION.

None

PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Directors and Executive Officers.

The names, ages, and respective positions of the directors and executive
officers of the Company are set forth below. The directors named below will
serve until the next annual meeting of our stockholders or until their
successors are duly elected and have qualified. Directors are elected for a
term until the next annual stockholders' meeting. Officers will hold their
positions at the will of the board of directors, absent any employment
agreement, of which none currently exist or are contemplated.

There are no family relationships between any two or more of our directors or
executive officers. There are no arrangements or understandings between any two
or more of our directors or executive officers. There is no arrangement or
understanding between any of our directors or executive officers and any other
person pursuant to which any director or officer was or is to be selected as a
director or officer, and there is no arrangement, plan or understanding as to
whether non-management shareholders will exercise their voting rights to
continue to elect the current board of directors. There are also no
arrangements, agreements or understandings between non-management shareholders
that may directly or indirectly participate in or influence the management of
our affairs. There are no other promoters or control persons of the Company.
There are no legal proceedings involving the executive officers or directors of
the Company.
24
Gary Borglund and Richard Overdorff were appointed to the board of directors on
February 6, 2001. On July 15, 2002, Gregory Johnson resigned as the president
and CEO of the Company; at that time, Mr. Borglund was appointed president and
continued in his role of chairman of the board. Mark Crist was appointed to the
board of directors on May 15, 2002 and resigned December 6, 2004. On September
30, 2002, Lowell Holden resigned from the board of directors and as CFO of the
Company. Richard Dunning joined the board of directors on March 31, 2003 and
resigned on January 23, 2003. On December 6, 2004 Patrick Charles was appointed
to the board of directors of the Company and resigned on October 24, 2005. On
September 30, 2005 Joseph V Donahue was appointed to the board of directors.

(a) Gary Borglund, President/Secretary/Director.

Mr. Borglund, age 58, has over ten years of professional experience in new
ventures as a principal and executive, as well as ten years as a consultant.
Since 1998, Mr. Borglund has worked exclusively with early stage development,
high tech and Internet companies. Mr. Borglund serves on several boards of
directors for public and private companies and remains in these capacities with
regard to the companies to date. Mr. Borglund was Vice President of Marketing
for Greenhaven Marketing from 1991 to 1996 and a Director of Red Oak Management
from 1996 to 2000. Since joining the Company, he has dealt with issues
regarding funding and the restructuring of debt. Mr. Borglund attended the
University of Minnesota.

(b) Richard Overdorff, Director.

Mr. Overdorff, age 63, brings a broad base of experience in multiple
disciplines for application to corporate planning and operations. His business
career includes corporate management with an international airline, serving as
a Management Consultant to blue chip corporations with Golightly & Co
International of New York City, and the management of a financial services
practice providing investment services to individuals and closely held
businesses. A 1967 MBA graduate in Marketing and Finance from Penn State
University, he earned the designation of Certified Financial Planner in 1984,
is licensed as a Securities Principal, an Insurance Broker and a California
Real Estate Broker. For the past fourteen years, Mr. Overdorff has been an
Independent Registered Representative with TransAm Financial Group, Inc. He is
a member of the Financial Planning Association, on the Board of the Orange
County Financial Society and a Board Member of the Irvine Valley College
Foundation Board of Governors.

Mr. Donahue, age 60 has served as an advisor and director to numerous companies
focused primarily on opportunities in Asia and Latin America. He currently
serves as a managing Director of Crown Capital Corporation and was previously
on the board of directors of Frontline Communications, a listed American Stock
Exchange company. Since 1993, he has served as President of Donahue and
Associates, Inc, a corporate advisory firm headquartered in Connecticut. Mr.
Donahue is Co-President of Greater Beijing Development Corporation, and
President of China Gateway Capital Corporation. Also, he serves on the board of
PanAm Development Corporation which works with business in Peru and the
Dominican Republic. From 1981 to 1993 Mr. Donahue managed mergers and
acquisitions at Sterling & Company, Inc. Mr. Donahue studied at the University
of Mexico and graduated with a B>A> from the University of California.
25
Compliance with Section 16(a) of the Exchange Act.

Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors, and persons who beneficially own more than 10% of any
class of the Company's equity securities to file initial reports of ownership
and reports of changes in ownership with the SEC. Executive officers, directors
and beneficial owners of more than 10% of any class of the Company's equity
securities are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file.

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
us under Rule 16a-3(d) during fiscal 2005, and certain written representations
from executive officers and directors, the Company is aware of the following
required reports that have not been timely filed: a Form 3 to cover the
appointment of Mr. Donahue to the board of directors on September 30, 2005
(this form has been prepared and filed with the SEC). Other than this, the
Company is unaware of any other required reports that were not timely filed.

Investment Committee.

The members of the Company's Investment Committee are Messrs. Borglund and
Overdorff, with Mr. Overdorff being an independent director of the Company. The
Investment Committee has responsibility with respect to reviewing and
overseeing the Company's contemplated investments and portfolio companies and
investments on behalf of the board of directors and reports the results of its
activities to the full board. The Investment Committee has the ultimate
authority for and responsibility (i) to evaluate and recommend investments, and
(ii) review and discuss with management (a) the performance of portfolio
companies, (b) the diversity and risk of the Company's investment portfolio,
and, where appropriate, make recommendations respecting the role or addition of
portfolio investments and (c) all solicited and unsolicited offers to purchase
portfolio companies.

Other Committees of the Board Of Directors.

The Company presently does not have a compensation committee, nominating
committee, an executive committee of our board of directors; stock plan
committee or any other committees, except for an Audit Committee (see Item 14).
However, our board of directors intends to establish various committees during
the current fiscal year.

Code of Ethics.

The Company has adopted a code of ethics that applies to our board of
directors, principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions (see
Exhibit 14). The code of ethics in general prohibits any officer, director or
advisory person of the Company from acquiring any interest in any security
which the Company (i) is considering a purchase or sale thereof, (ii) is being
purchased or sold by the Company, or (iii) is being sold short by the Company.
These persons are required to advise us in writing of his or her acquisition or
sale of any such security. This code of ethics is broader and differs from the
one specifically required of the Company under the 1940 Act.
26
ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth certain information relating to the compensation
paid by the Company during the last three fiscal years to the Company's
president. No other executive officer of the Company received total salary and
bonus in excess of $100,000 during the fiscal year ended December 31, 2005, and
the two prior fiscal years.

SUMMARY COMPENSATION TABLE
--------------------------

Name and Annual Compensation Long-Term Compensation
principal ------------------------- ----------------------------------------------
position Year Salary Bonus Other Awards LTIP All
(a) (b) (c) (d) annual Restricted Securities payouts other
compen- Stock Underlying ($)(h) compensation
sation Awards options/SARs ($)(i)
($)(e) ($)(f) (#)(g)
- -----------------------------------------------------------------------------------------------

Gary 2005 $85,169(1) - - - - -
Borglund, 2004 $55,069(2) - - - - -
President 2002 $9,800 - - - - -

(1) Mr. Borglund was appointed to the position of president on July 15, 2003.

(2) The Company had accrued but not paid $44,000 in 2004 and $92,118in 2005
for Mr. Borglund.

Directors of the Company do not receive cash compensation for their services as
directors or members of the committees of the board of directors. All directors
may be reimbursed for their reasonable expenses incurred in connection with
attending meetings of the board of directors or management committees.

Other Compensation.

There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors, or employees of the Company in the event of retirement at
normal retirement date as there was no existing plan as of December 31, 2005,
provided for or contributed to by the Company.

Employment Agreement.

On October 1, 2004, the Company entered into an employment agreement with Mr.
Borglund (see Exhibit 10.5). A further discussion of this agreement is
contained under Item 12.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

Security Ownership.

The following table sets forth information regarding the beneficial ownership
of shares of the Company's common stock as of April 11, 2006 (4,838,531 shares
issued and outstanding) by (i) all stockholders known to the Company to be
beneficial owners of 5% or more of the outstanding common stock; and (ii) all
directors and executive officers of the Company as a group:
27

Title of Class Name and Address Amount of Percent
of Beneficial Beneficial of Class
Owner (1) Ownership (2)

Common Stock Gary Borglund, 37,500 .77%
2535 Pilot Knob
Road, Suite 118,
Mendota Heights,
MN 55120

Common Stock Joseph Donahue 0 0.00%
2535 Pilot Knob
Road, Suite 118,
Mendota Heights,
MN 55120

Common Stock Richard Overdorff 3,000 (3) 0.06%
2535 Pilot Knob Road,
Suite 118,
Mendota Heights,
MN 55120

Common Stock Shares of all 40,500 0.83%
directors and
executive
officers as a
group (3 persons)

(1) Each person has sole voting power and sole dispositive power as to all of
the shares shown as beneficially owned by them.

(2) None of these security holders has the right to acquire any amount of the
shares within sixty days from options, warrants, rights, conversion privilege,
or similar obligations.

(3) These shares are held in the name of Ken Blomhofer, who resides in Mr.
Overdorff's household.

Securities Authorized for Issuance under Equity Compensation Plans.

The Company has adopted two equity compensation plans, neither of which has
been approved by the Company's shareholders:
28
(a) Employee Stock Incentive Plan.

On March 5, 2002, the Company adopted an Employee Stock Incentive Plan (this
plan was amended on November 20, 2002). This plan is intended to allow
designated officers and employees of the Company to certain options to purchase
company common stock. The purpose of this plan is to provide these persons with
equity-based compensation incentives to make significant and extraordinary
contributions to the long-term performance and growth of the Company, and to
attract and retain employees. All 20,000,000 shares of common stock authorized
under this plan have been registered under a Form S-8's filed with the SEC. The
options are exercisable at whatever price is established by the board of
directors, in its sole discretion, on the date of the grant. No options have
been granted under this plan.

(b) Non-Employee Directors and Consultants Retainer Stock Plan.

On March 5, 2001, the Company adopted a Non-Employee Directors and Consultants
Retainer Stock Plan (Amendment No. 3 was adopted on July 1, 2004). The purposes
of the plan are to enable the Company to promote the interests of the company
by attracting and retaining non- employee directors and consultants capable of
furthering the business of the company and by aligning their economic interests
more closely with those of the company's shareholders, by paying their retainer
or fees in the form of shares of common stock. All 80,000,000 shares of common
stock authorized under this plan have been registered a Form S-8's filed with
the SEC. As of December 31, 2005, there are no shares remaining to be issued
under this plan.

Equity Compensation Plan Information December 31, 2005
------------------------------------------------------
Plan category Number of Weighted Number of
securities to average securities
be issued upon exercise remaining
exercise of price of available for
outstanding outstanding issuance under
options, options, equity compen-
warrants and warrants and sation plans
rights (a) rights (b) (excluding
securities
reflected in
column (a))
(c)

Equity
compensation
plans
approved by
security
holders 0 0 0

Equity
compensation Stock
plans not Incentive
approved by Plan:
security 20,000,000
holders 0 0 shares;
Directors and
Consultant's
Plan: 0
shares

Total 0 0 Stock
Incentive
Plan:
20,000,000
shares;
Director's
and
Consultant's
Plan: 0
shares

Since the Company has now converted to a BDC, and under the 1940 Act it is
prohibited from issuing stock or options for services, it intends to deregister
all of the remaining registered shares under the Employee Stock Incentive Plan
as the rules under which it operates do not allow for such issuances. This
deregistration will be accomplished by the filing of a Form S-8 POS with the
SEC.
29
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Other than as set forth below, during the last two fiscal years there have not
been any relationships, transactions, or proposed transactions to which the
Company was or is to be a party, in which any of the directors, officers, or 5%
or greater shareholders (or any immediate family thereof) had or is to have a
direct or indirect material interest.

(a) On January 7, 2003 the Company entered into an Agreement of Sale of Shares
with International Surfacing of Colorado, a Colorado corporation, a company
controlled by Mr. Dunning and Mr. McElhinney. Under this agreement, the Company
acquired 100% of the assets and assumed the liabilities in a wholly owned
subsidiary of the Company, International Surfacing of Colorado, a Nevada
corporation. The purchase price for these shares was 15,000,000 shares of
restricted common stock of the Company.

In addition, on this date and in connection with the acquisition, Messrs.
Dunning and McElhinney each entered into an employment agreement, respectively,
with the Company. Under these agreements, the following is to be paid:

(1) Mr. Dunning: the sum of $100,000 per year. On January 1, 2004 this
agreement was terminated with sale of the company to the principals for the
payment of $ 3,000 cash to Mr. Dunning and the redemption of 5,000,000 shares
of the Company's common stock and the resignation of Mr. Dunning as a member of
the board of directors of the Company.

(2) Mr. McElhinney: the sum of $100,000. On January 1, 2004 this agreement was
terminated with the sale of the company to the principals for the payment of $
3,000 cash to Mr. McElhinney and the return of 5,000,000 share of the Company's
commons stock held by Mr. McElhinney.

(b) On January 22, 2004 (effective date of December 31, 2003), the Company
entered into an agreement with the former International Surfacing of Colorado,
Inc, a Colorado corporation ("ISOC") shareholder to divest of the shares of
ISOC in exchange for the cancellation of 10,000,000 of the Company's shares
held by the former ISOC shareholders (see Exhibit 10.4 to this Form 10-KSB). As
terms of the agreement, the former ISOC shareholders received all the
outstanding shares of International Surfacing of Colorado, a Nevada
corporation, for the redemption and cancellation of 10,000,000 of the Company's
shares he held directly or indirectly and the payment of $6,000. In addition
the consulting agreements with the Company held by Mr. Dunning and Mr.
McElhinney were cancelled as were the outstanding liabilities against their
contract.

(c) On January 15, 2003, the Company entered into an employment agreement with
Gary Borglund, its president (see Exhibit 10.2 to this Form 10-KSB). Under the
terms of this one-year contract, Mr. Borglund was paid the following: 7,500,000
shares of common stock of the Company valued at a price of $0.02 per share
(value changed to $0.005 by an Amendment to Employment Agreement, dated January
15, 2003; see Exhibit 10.3 to this Form 10-KSB). The Company issued the
7,500,000 shares, pursuant to the Company's Form S-8 on file with the
Securities and Exchange Commission. Mr. Borglund will keep the stock
certificates in his possession, and be authorized by the Company to sell one
certificate in the amount of 1,875,000 per quarter. At the end of the year, the
Company will issue to Employee common restricted (144) stock equal to one third
percent (33.3%) the gross amount of sale of stock. This will compensate
Employee for any tax liability, which arises from the sale of stock. If
Employee receives such a cash payment the Employee agrees to return one of the
certificates in his possession for each such cash payment received.

(e) On March 1, 2004, the Company leased office space. A related party. pays
50% of the total monthly rent of $1,253 at this location. The related party and
the Company have a common president and director.

(f) On October 1, 2004, the Company entered into a new employment agreement
with Mr. Borglund (see Exhibit 10.5). Under the terms of this three-year
contract, Mr. Borglund is to be paid $80,000 per year, subject to review by the
Company's Compensation Committee on an annual basis with regard to the
possibility of an increase in base salary; provided, however, the base salary
is not to be decreased. In addition, he is eligible to receive an annual bonus;
beginning in 2005, the target amount for the annual bonus is not less than 10%
of the base salary, subject to review by the Company's Compensation Committee
on an annual basis with regard to the possibility of an increased annual bonus
and subject to the caveat that the Company's financial performance could result
in a decrease or elimination of the Annual Bonus for any year(s).

Under the agreement, Mr. Borglund is to be granted options to purchase 50,000
shares of the Company common stock (the term of the option is ten years and
will vest 25% annually beginning on the first anniversary of the effective
date. The stock option price shall be the fair market value of the Company's
common stock on the effective date. These options have not yet been granted.
30
(g) Through November 2004, the Company bought artificial turf products from
Avery Sports, among other companies.

(h) On December 1, 2004, the Company entered into a Contribution Agreement with
its portfolio company, Perfect Turf, Inc., for the purpose of contribution a
business to that company of all the assets of the Company in return for all its
common stock (see Exhibit 10.6). Both the Company and the Portfolio Company
share a common director, Mr. Borglund.

For each of the transactions noted above, the transaction was negotiated, on
the part of the Company, on the basis of what is in the best interests of the
Company and its shareholders. In addition, in each case the interested
affiliate did vote in favor of the transaction; however, the full board of
directors did make the determination that the terms in each case were as
favorable as could have been obtained from non-affiliated parties.

Certain of our directors are engaged in other businesses, either individually
or through corporations in which they have an interest, hold an office, or
serve on a board of directors. As a result, certain conflicts of interest may
arise between the Company and such directors. The Company will attempt to
resolve such conflicts of interest in our favor.

ITEM 13. EXHIBITS.

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.

The aggregate fees billed for each of the last two fiscal years for
professional services rendered by George Brenner, CPA for the audit of the
Company's annual financial statements, and review of financial statements
included in the company's Form 10-QSB's: 2005: $26,076; 2004: $17,500.

Audit-Related Fees.

The aggregate fees billed in each of the last two fiscal years for assurance
and related services by Mr. Brenner that are reasonably related to the
performance of the audit or review of the Company's financial statements and
are not reported under Audit Fees above: $0.

Tax Fees.

The aggregate fees billed in each of the last two fiscal years for professional
services rendered by Mr. Brenner for tax compliance, tax advice, and tax
planning: $0.

All Other Fees.

The aggregate fees billed in each of the last two fiscal years for products and
services provided by Mr. Brenner, other than the services reported above: $0.

Audit Committee.
31
The Company's audit committee consists of Richard Overdorff and Joseph Donahue,
both independent directors of the Company. The audit committee has adopted a
written charter. Mr. Overdorff has been designated as the Audit Committee's
"financial expert" in compliance with Item 401(e) of Regulation S-B.

The primary responsibility of the Audit Committee is to oversee our financial
reporting process on behalf of the Company's board of directors and report the
result of their activities to the board. Such responsibilities include, but are
limited to, the selection, and if necessary the replacement, of the Company's
independent auditors, review and discuss with such independent auditors (i) the
overall scope and plans for the audit, (ii) the adequacy and effectiveness of
the accounting and financial controls, including the Company's system to
monitor and manage business risks, and legal and ethical programs, and (iii)
the results of the annual audit, including the financial statements to be
included in our annual report on Form 10-KSB.

The Company's policy is to pre-approve all audit and permissible non-audit
services provided by the independent auditors. These services may include audit
services, audit-related services, tax services and other services. Pre-approval
is generally provided for up to one year and any pre-approval is detailed as to
the particular service or category of services and is generally subject to a
specific budget. The independent auditors and management are required to
periodically report to the audit committee regarding the extent of services
provided by the independent auditors in accordance with this pre-approval, and
the fees for the services performed to date. The audit committee may also
pre-approve particular services on a case-by-case basis.

SIGNATURES
----------

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 3, 2006 By: Gary Borglund
------------------------
Gary Borglund, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the date indicated:

Signature Title Date

Gary Borglund
- -----------------
Gary Borglund President/Secretary/Treasurer/ August 3, 2006
Chief Financial Officer
(principal financial and
accounting officer)/Director

Richard Overdorff
- ---------------------
Richard Overdorff Director August 3, 2006

Joseph Donahue
- ------------------
Joseph Donahue Director August 3, 2006

CITY CAPITAL CORPORATION
Financial Statements and Accompanying Footnotes

Table of Contents

1. Report of Independent Registered Public Accounting Firm.........40

2. Balance Sheet...................................................42

3. Statement of Change in Net Assets...............................43

4. Statement of Operations.........................................44

5. Statement of Shareholders' (Deficit)............................45

6. Statement of Cash Flows.........................................47

7. Financial Highlights............................................49

8. Schedule of Investments.........................................50

9. Notes to Financial Statements...................................51

George Brenner, CPA
A Professional Corporation
10680 W. PICO BOULEVARD, SUITE 260
LOS ANGELES, CALIFORNIA 90064
310/202-6445 - Fax 310/202-6494

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of City Capital Corporation

I have audited the accompanying balance sheet of City Capital Corporation
("Company") as of December 31, 2005, and the related statements of changes in
net assets, operations, changes in stockholders deficit, cash flows, financial
highlights and for the years ended December 31, 2005 and 2004. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.

As set forth in the "Schedule of Investments", included in the financial
statements, an investment amounting to $355,395 at December 31, 2005 has been
valued at fair value as determined by the Board of Directors. I have reviewed
the procedures applied by the Board of Directors in valuing such investments
and have inspected underlying documentation; while in the circumstances the
procedures appear to be reasonable and the documentation appropriate,
determination of fair value involves subjective judgment which is not
susceptible to substantiation by the audit process.

In my opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of the Company
as of December 31, 2005, and the results of its operations and cash flows for
the years ended December 31, 2005 and 2004, in conformity with accounting
principles generally accepted in the United States of America.

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.

George Brenner, CPA
- -------------------
George Brenner
April 13, 2006
Los Angeles, CA
33
F-1

CITY CAPITAL CORPORATION
BALANCE SHEET
DECEMBER 31, 2005

ASSETS

Current Assets
Cash $ 1,003
Notes receivable 72,860
-----------------
Total Current Assets 73,863

Investment at fair market value as of December 31, 2005 355,395
Total Assets $ 429,258
=================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Notes payable including accrued
interest of $342,266 1,096,598
Accounts payable and accrued expenses 236,658
Accrued consulting-officer 92,118
Convertible debentures including accrued
interest of $37,130 241,380
-----------------
Total Liabilities 1,666,754

Stockholders' Deficit
Common stock, $0.001 par value;
authorized 235,000,000 shares;
issued and outstanding 4,338,531 shares 4,338
Additional paid-in capital (700,059)
Accumulated deficit (529,775)
Stock subscription receivable ( 12,000)
-----------------
Total Stockholders' Deficit (1,237,496)
-----------------

Total Liabilities and Stockholders' Deficit $ 429,258
=================

Net Asset Deficit Value per Share as of December
31, 2005 based on 4,338,531 shares outstanding $(0.2852)
-----------------

See accompanying notes to financial statement and Registered Accountant's
Report
F-2 34

CITY CAPITAL CORPORATION
STATEMENT OF CHANGE IN NET ASSETS
AS OF DECEMBER 31, 2005

For Year ended
2005 2004
--------- ---------
OPERATIONS

Net investment loss (465,990) (510,931)
--------- ---------
Net realized and unrealized gain (loss) on
Investment transactions - -

Net decrease in net assets resulting from
Operations (465,990) (510,931)

SHAREHOLDERS ACTIVITY:

Stock sales and conversion 139,735 498,159
-------- --------
NET INCREASE (DECREASE) IN ASSET VALUE (326,255) (12,772)

NET ASSETS:
Beginning of period (911,241) (898,469)

End of Period (1,237,496) (911,241)

See accompanying notes to financial statement and Registered Accountant's
Report
F-3 35

CITY CAPITAL CORPORATION
STATEMENTS OF OPERATIONS
AS OF DECEMBER 31, 2005

For Year ended
2005 2004
---------- ---------
Sales - 71,592

Cost of sales - 69,854
---------- ---------
Gross Profit - 1,738

Selling, general and
administrative expenses 388,676 440,557

Depreciation and amortization -

Interest expense 92,073 72,137

Other (income) (3,109) (25)
---------- ---------
477,640 512,669
---------- ---------

Settlement 11,650 -

Net (Loss) Before Income Taxes (465,990) (510.931)

Income tax expense (benefit) - -

Net (Loss) $ (465,990) $ (510,931)
=========== ===========
Net (Loss) per Share $ (0.1548) $ (0.2444)
=========== ===========
Weighted Average Number of
Common Shares Used to Compute
Net Income (Loss) per Share 3,009,854 2,090,814
=========== ===========

See accompanying notes to financial statement and Registered Accountant's
Report
36
F-4
CITY CAPITAL CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
AS OF DECEMBER 31, 2005

Preferred Net
Common Stock Stock, Par Additional Stock-
Par Value $0.001 Value .001 Paid In Stock holders'
Shares Amount Shares Amount Capital Subscpt. Deficit (Deficit)
--------- -------- ------ ------- ---------- ------- --------- ---------
Balance at 12/31/03 1,918,580 $1,918 - - 8,647,213 (9,547,600) (898,469)
--------- -------- ------ ------- ---------- ------- --------- ---------
Removal of negative
equity of previously
consolidated,
discontinued
subsidiary 308,279 308,279

Issuance of common/
preferred stock

For services at
$0.030to $1.50
per share 338,000 338 167,162 - 167,500

For cash at $0.50
per share 6,000 6 2,994 - 3,000

For debt conversion
at $1.00
per share 77,500 78 77,422 - 77,500

Cancelled shares at
$1.00 per share (100,000) (100) (99,900) - (100,000)

Cancelled shares
at $1.30 per share (7,000) (7) (8,743) - (8,750)

For debt conversion
at $0.10 per share 101,259 101 50,529 - 50,630

Net Loss Jan.1-Nov.30 (447,146) (447,146)

Net Loss Dec 1-31 BDC (63,785) (63,785)

Rounding stock split 378
Elimination of deficit
at conversion to BDC (9,994,746) 9,994,746 -
--------- -------- ------- ------ ---------- ------ ---------- ---------
Balance as of 12/31/04 2,233,458 $2,233 101,259 $101 $(849,790) $(63,785) $(911,241)
========= ======== ======= ======= ========= ====== ========== =========
Shares issued for
Cash $0.15 to 0.18 385,883 386 65,614 66,000

For Convertible debt
at $0.21 per share 200,000 200 40,800 41,000

For accounts payable
at $0.28 per share 276,000 276 76,197 76,473

For subscription receivable
at $0.15 per share 80,000 80 11,920 (12,000) -0-

Premium on preferred share
Redemption (200,706) (200,706)

Transfer of preferred
redemption to
common stockholders
at $0.10-0.28
per share 817,660 818 199,888 200,706

For expense prior to
BDC formation
at $0.30 per share 320,000 320 (320) -0-

For interest expense
at $0.27 25,530 25 6,868 6,893

Preferred shares issued
For debt conversion at
$0.50 56,000 56 27,944 28,000

Redemption at $0.50 (157,259) (157) (78,472) (78,629)

Net loss (465,990) (465,990)
--------- ------ --------- ----- --------- -------- ---------- ------------
Balance as of
12/31/05 4,338,531 $4,338 - $ - $(700,059) $(12,000)$(529,775) $(1,237,496)

F-5 37

CITY CAPITAL CORPORATION
STATEMENTS OF CASH FLOWS
AS OF DECEMBER 31, 2005

For year ended
2005 2004
---------- ----------
Operating Activities
Net (Loss) $(465,990) $(510,931)

Adjustments to reconcile net loss
to net cash required by operating activities:
Stock issued for expenses 6,893 167,500
Subsidiary previously consolidated - 308,279
Settlement loss - (105,849)
Changes in operating assets and liabilities
Receivables - (4,334)
Bank overdraft (773) 773
Inventory - 7,550
Notes receivable (32,068) -
Consulting payable -related party 48,118 -
Accrued Interest 92,073 -
Accounts payable and accrued expenses 87,577 135,455
---------- ----------
Total Adjustments 201,820 509,374
---------- ----------
Net Cash Used in Operating Activities (264,170) (1,557)
---------- ----------
Investing Activities
Loan to portfolio company (97,737) (215,187)

Financing Activities
Sale of common stock 66,000 3,000
Convertible debentures, proceeds 50,000 161,050
Convertible debentures paid (125,000) -
Proceeds-notes payable 371,910 28,742
---------- ----------
Net Cash Provided by Financing Activities 362,910 192,792
---------- ----------
Increase (Decrease) in Cash from
Continuing Operations 1,003 (23,952)

Cash:
Beginning of Period 0 23,952
---------- ----------
End of Period $ 1,003 $ 0
========== ==========

Supplemental Disclosure of
Cash Flow Information:
Cash paid for interest $ - $ -
========== ==========
Cash paid for income taxes $ - $ -
========== ==========
Debt settlement - accounts payable
Year ended December 31, 2004
77,500 common shares at $1.00 per share $ - $ 77,500
---------- ----------
101,259 Preferred shares at $0.10 per share $ - $ 50,630
---------- ----------
Non Monetary transactions:
For convertible debt-200,000 shares
@ $0.21 per share $ 41,000 -
For accounts payable - 276,000 shares
@ $0.28 per share 76,473 -
For Stock subscription - 80,000 shares
@ $0.15 per share 12,000 -
For transfer of preferred premium redemption
to common stock holders - 817,660 shares
@ $0.10-28 per share 200,706 -
For expenses prior to BDC formation
320,000 shares @ $0.30 per share - -
For interest expense - 25,530 shares
@ $0.27 per share 6,893 -
---------- ----------
$ 337,072 -
---------- ----------

See accompanying notes to financial statement and Registered Accountant's
Report
38
F-6

CITY CAPITAL CORPORATION
FINANCIAL HIGHLIGHTS
AS OF DECEMBER 31,2005

Per Unit Operating Performance:

For year ended
2005 2004
---------- ----------
NET ASSET VALUE, BEGINNING OF PERIOD $ (0.3028) $ (0.2823)
INCOME FROM INVESTMENT OPERATIONS:

Net investment loss (01548) (0.2444)

Net realized and unrealized gain(loss) on investment
Transactions - -
- --

Total increase (decrease)from investment operations (0.1548) (0.2444)

Net increase in net assets resulting from
stock sales 0.0464 0.0908

NET ASSET VALUE, END OF PERIOD (0.4112) (0.4358)

TOTAL NET ASSET VALUE RETURN (35.80)% (54.41)%

RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (1,237,496) (911,241)

Ratios to average net assets:
Net expense 37.66% 56.07%

Net investment loss (37.66%) (56.07%)

Portfolio Turnover rate - -

NOTE: The calculations are based on weighted average of shares outstanding
for the designated year

See accompanying notes to financial statement and Registered Accountant's
Report
F-7 39

CITY CAPITAL CORPORATION
SCHEDULE OF INVESTMENT
As of December 31, 2005

Title of
Securities Percentage of
Portfolio Company Industry Held by Company Class Held Fair Value
- ----------------- -------- --------------- ------------- -----------

Perfect Turf, Inc. Artificial Common Stock 100% $355,395
$355,395 Turf

Total Investments .................................... $355,395

See accompanying notes to financial statement and Registered Accountant's
Report

CITY CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS

NOTE 1: HISTORY OF OPERATIONS

Business Activity.

City Capital Corporation (formerly Synthetic Turf Corporation of America, Inc)
("Company") changed its name in 2004 to reflect its new business model. The
Company's previous business model offered the sale of artificial turf.
Effective December 1, 2004 the Company began to operate as a Business
Development Company ("BDC") under Section 54(a) of the Investment Company Act
of 1940 ("1940 Act").

NOTE 2: CONTINUED EXISTENCE

The Company has not generated any significant revenue from continuing
operations during the years ended December 31, 2005 and 2004 and has funded its
operation primarily through the issuance of debt and equity. Accordingly, the
Company's ability to accomplish its business strategy and to ultimately achieve
profitable operations is dependent upon its ability to obtain additional debt
or equity financing.

These conditions raise substantial doubt about the Company's ability to
continue as a going concern. 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.

The Company, as described above, is in the business of investing in operations
of other companies. There can be no assurance that the Company will be
successful in its new endeavor. (See Note 14:
"Subsequent Events" regarding Letter of Intent).

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES

Presentation.

The Company disengaged its affiliation with a wholly owned subsidiary in the
artificial turf business on December 31, 2003; consequently the accompanying
financial statements record the negative net assets and loss of that wholly
owned subsidiary as a single line on the statement of stockholders equity
(deficit) and the cash flow for the year ending 2004.

On November 29, 2004 the Company elected to become a Business Development
Company. To qualify for that election, the Company transferred all the assets
related to the artificial turf business to Perfect Turf, Inc, a wholly owned
subsidiary.

All shares of stock have been adjusted in the financial statements and
footnotes to reflect the one share for one hundred shares reverse stock split.
See Note 11: "Reverse stock split." Under the rules governing a BDC, the
Company does not consolidate the results of its portfolio companies but assigns
a fair market value as determined by the board of directors to these
operations. The results of Perfect Turf, Inc., the sole portfolio company, is
not included in the statements of the Company and is carried only as an
investment on the balance sheet of the Company.

During 2004, the Company was a BDC for one month. The financial statements for
2004 were presented for the period that the Company was BDC. For comparative
reasons, these financial statements include both the period the Company was a
BDC and the period it was not a BDC in 2004.

Stock Based Compensation.

Shares of the Company's common stock were issued for consulting and marketing
services under a "Non-Employee Directors and Consultant Retainer Stock Plan".
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.

Estimates.

The presentation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.
41
Fair Value of Financial Instruments.

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

Income Taxes.

In February 1992, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes." SFAS No. 109 required a change from the deferred method of
accounting for income taxes of Accounting Principles Board ("APB") Opinion No.
11 to the asset and liability method of accounting for income taxes. Under the
asset and liability method of SFAS No. 109, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. Under SFAS No. 109, the effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes
the enactment date.

Effective January 1, 1993, the Company adopted SFAS No. 109. The application of
SFAS No. 109 had an immaterial effect on the Company's financial statements for
the periods prior to January 1, 1993 due to operating losses incurred by the
Company in 1993 and prior years.

Earnings (Loss) Per Share.

In February 1997, the FASB issued SFAS No. 128, "Earnings per Share." SFAS No.
128 simplifies the standards for computing earnings per share ("EPS") and was
effective for financial statements issued for periods ending after December 15,
1997, with earlier application not permitted. Upon adoption, all prior EPS data
was restated.

Basic EPS is determined using net income divided by the weighted average shares
outstanding during the period. Diluted EPS is computed by dividing net income
by the weighted average shares outstanding, assuming all dilutive potential
common shares were issued.

Since the fully diluted loss per share for 2005 and 2003 was antidilutive,
basic and diluted losses per share are the same. Accordingly, options to
purchase common stock issuable upon conversion of a convertible debentures and
preferred stock were not included in the calculation of diluted earnings per
common share.

Valuation of Investments.

As required by the Securities and Exchange Commission's Accounting Series
Release ("ASR") 118, the investment committee of the Company is required to
assign a fair value to all investments. To comply with Section 2(a)(41) of the
1940 Act and Rule 2a-4 thereunder, it is incumbent upon the board of directors
to satisfy themselves that all appropriate factors relevant to the value of
securities for which market quotations are not readily available have been
considered and to determine the method of arriving at the fair value of each
such security. To the extent considered necessary, the board may appoint
persons to assist them in the determination of such value, and to make the
actual calculations pursuant to the board's direction. The board must also,
consistent with this responsibility, continuously review the appropriateness of
the methods used in valuing each issue of security in the Company's portfolio.
The directors must recognize their responsibilities in this matter and whenever
technical assistance is requested from individuals who are not directors, the
findings of such intervals must be carefully reviewed by the directors in order
to satisfy themselves that the resulting valuations are fair.
42
NOTE 4: RECENT ACCOUNTING PRONOUNCEMENTS

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of ARB No. 43, Chapter 4." SFAS No. 151 amends the guidance in ARB No. 43,
Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts
of idle facility expense, freight, handing costs, and spoilage. This statement
requires that those items be recognized as current period charges regardless of
whether they meet the criterion of "so abnormal" which was the criterion
specified in ARB No. 43. In addition, this Statement requires that allocation
of fixed production overheads to the cost of production be based on normal
capacity of the production facilities. This pronouncement is effective for the
Company beginning October 1, 2005. The Company does not believe adopting this
new standard will have a significant impact to its financial statements.
Although the Company does not carry any inventory this pronouncement could
impact the method of valuation of entities the Company holds as investments.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment," which is a revision of SFAS No. 123, "Accounting for Stock-Based
Compensation". SFAS No. 123(R) supersedes APB Opinion No. 25, "Accounting for
Stock Issued to Employees" and amends SFAS No. 95, "Statement of Cash Flows."
Generally, the approach in SFAS No. 123(R) is similar to the approach described
in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the
income statement based on their fair values. Pro forma disclosure is no longer
an alternative. The new standard will be effective for the Company in the first
interim or annual reporting period beginning after December 15, 2005. The
Company expects that it is possible, but not probable, that the adoption of
this standard will have a material impact on its financial statements.

NOTE 5: NOTES PAYABLE-CONVERTIBLE DEBENTURES

The Company has issued notes as part of their financing activity. One of the
notes for principal of $250,000 and accrued interest of $ 333,666 is in default
and considered current. The Company has been working with the note holder to
reach a settlement. The balance consists of 17 notes with interest rates
ranging from 5.0% to 9.5%. The convertible debentures bearing an interest rate
of 9.5% have matured and are convertible at the Company's option

NOTE 6: TRANSFER OF ASSETS AND LIABILITIES TO SUBSIDUARY

On December 1, 2004, the Company transferred certain assets and no liabilities
to its portfolio company, Perfect Turf, Inc. The transfer of the assets is
required to comply with the rules of a BDC, which the company elected to be
subject to. Under the rules governing a BDC, the Company does not consolidate
the financial results of its subsidiary but reports a fair market value of that
subsidiary as determined by the board of directors of the Company. See Note 8:
Related Parties.
43
NOTE 7: INCOME TAXES

As discussed in Note 1, the Company adopted SFAS No. 109 effective January 1,
1992. One of the provisions of SFAS No. 109 enables companies to record
deferred tax assets for the benefit to be derived from the utilization of net
operating loss carryforwards and certain deductible temporary differences. At
December 31, 2005 and 2004, the tax effects of temporary differences that give
rise to significant portions of deferred tax assets are presented below by
applying the United States federal income tax rate of 34% to loss before income
taxes:

2005 2004
---------- ------------
Net operating loss carryforwards $3,427,000 $3,268,000

Less: valuation allowance 3,427,000 3,268,000
---------- -----------
$ - $ -
========== ===========

Due to operating losses incurred by the Company, the Company established a
related valuation allowance of $3,427,000 and $3,268,000 at December 31, 2005
and 2004, respectively.

As of December 31, 2005, the Company has net operating loss carryforwards of
approximately $10,078,000 for federal income tax return purposes, which expire
in 2006 through 2025. Benefit for these contingent assets is dependent upon the
Company's ability to generate future earnings. Any material change in corporate
ownership will greatly reduce the net operating loss carry forward. (See Note
14: "Subsequent Events" regarding Letter of Intent) The future tax benefits for
these tax assets are dependent upon the Company's ability to generate future
earnings.

NOTE 8: RELATED PARTY TRANSACTIONS

On December 1, 2005 the Company transferred assets that were directly related
to the artificial turf business to its portfolio company, Perfect Turf, Inc.
Under the terms of the transfer, certain representations and warrantees were
made by the Company pertaining to the assets the subsidiary received. Under the
rules governing a BDC, the subsidiary does not need to consolidate its
financial statements with the parent. The assets and liabilities transferred
and operating results through November 30, 2004 do not be reflected on the
Company's financial statements. The Company carries as an investment, the fair
market value of the subsidiary as determined by the Company's board of
directors.

On October 1, 2004, the Company entered into a new employment agreement with
Mr. Borglund. Under the terms of this three-year contract, Mr. Borglund is to
be paid $80,000 per year, subject to review by the Company's Compensation
Committee on an annual basis with regard to the possibility of an increase in
base salary; provided, however, the base salary is not to be decreased. In
addition, he is eligible to receive an annual bonus; beginning in 2005, the
target amount for the annual bonus is not less than 10% of the base salary,
subject to review by the Company's Compensation Committee on an annual basis
with regard to the possibility of an increased annual bonus and subject to the
caveat that the Company's financial performance could result in a decrease or
elimination of the Annual Bonus for any year(s). Under the agreement, Mr.
Borglund is to be granted options to purchase 50,000 shares of the Company
common stock (the term of the option is ten years and will vest 25% annually
beginning on the first anniversary of the effective date. The stock option
price shall be the fair market value of the Company's common stock on the
effective date. These options have not yet been granted.

The Company shares office space with an affiliate.
44
NOTE 9: CONTINGENCIES

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 (See Note 5, "Discontinued Operations") are dissatisfied with the
results of the settlement transaction and have not returned to the Company, for
cancellation, the 100,000 restricted shares of the Company's common stock 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.

NOTE 10: ISSUANCE OF PREFERRED SHARES

On December 1, 2004 the Company issued 101,259 shares of class A preferred
shares in exchange for the reduction of $50,630 of short- term debt. The
preferred shares have a par value of $0.001. Each share of this class has 25
votes compared to one vote for each share of common stock. On December 10, 2004
the preferred shares were reverse split at the same ratio as the reverse split
of the common shares. . On February 4, 2005 the Company issued an additional
56,000 shares of class A preferred shares in exchange for the reduction of $
28,000 of short-term debt.

On October 3, 2005 the Company redeemed the preferred shares for a note
totaling $ 279,335. Through a transfer of preferred redemption to common stock,
the note was further reduced by the issuance of 817,660 shares of common stock
of the Company reducing the note outstanding to $ 78,629.

NOTE 11: REVERSE STOCK SPLIT

On December 15, 2004, affected a 100 to 1 reverse split of common shares
authorized and outstanding. All share and per share amounts in the accompanying
financial statements of the Company and notes thereto, have been retroactively
adjusted to give effect to the stock splits. The total number of shares of
stock authorized to be issued by the Company remained at 235,000,000) shares of
common stock and 15,000,000 shares of preferred stock.

NOTE 12: INVESTMENT IN PORTFOLIO COMPANY

On December 1, 2004, the Company transferred certain of its assets into Perfect
Turf, Inc. in exchange for 1,000 shares of Perfect Turf's common stock.

NOTE 13: SECURITIES AND EXCHANGE COMMISSION REVIEW

On December 12, 2005 the Securities and Exchange Commission (SEC) initiated a
field audit of the Company. The review was conducted under Section31 (b) of the
Investment Company Act of 1940 pursuant to the company electing to become a
Business Development Company. On march 28, 2006 the Company received a letter
from the SEC indicating the need to revise unspecified practices and procedures
and that certain points were still under review. No findings have been made
known.

NOTE 14: SUBSEQUENT EVENTS

On April 4, 2006 the Company signed a letter of intent in which the Company
will acquire as a wholly owned subsidiary ECC Jazz District Acquisitions, LLC.
The Company will issue 6,731,364 shares of its stock subject to the definitive
agreement to be executed by both parties.

On April 10, 2006 the Company reached a settlement agreement with a former
officer and director of the Company for outstanding liabilities totaling
$142,898. Under the terms of the agreement the Company will pay the former
officer $ 137,500 of which $ 90,000 will be in cash and $ 47,500 in either cash
or stock at the Company's option.
45
F-8

EXHIBIT INDEX
-------------

Number Description
- ----- ----------------------------------------------------------

2.1 Agreement and Plan of Reorganization between
the Company, Media Rage Of Utah, Inc., and
the shareholders of Media Rage Of Utah, Inc.,
dated June 1, 1999 (incorporated by reference
to Exhibit 10.1 to the Form 8-K filed on August 11, 1999).

2.2 Agreement of Sale of Shares between
the Company and shareholders of H.J.
Ventures, Inc., dated November 15, 2001
(incorporated by reference to Exhibit 2
of the Form 8-K/A filed on December 14, 2001).

2.3 Agreement and Plan of Merger between the Company, ISC
Acquisition Inc., and International Surfacing of Colorado,
Inc. and its shareholders), dated December 9, 2002
(incorporated by reference to Exhibit 2 of the Form 8-K
filed on January 21, 2003).

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).

4.1 1999 Equity Incentive Plan, dated May 1, 1999
(incorporated by reference to Exhibit 4.1 of the Form S-8
filed on October 1, 1999).

4.2 Employee Stock Incentive Plan, dated March 5, 2001
(incorporated by reference to Exhibit 4.1 of the Form S-8
filed on March 13, 2001).

4.3 Non-Employee Directors and Consultants Retainer Stock
Plan, dated March 5, 2001 (incorporated by reference to
Exhibit 4.2 of the Form S-8 filed on March 13, 2001).

4.4 Debenture Agreement executed by the Company in favor of
Jon Richard Marple and Jon H. Marple, dated February 8,
2001 (incorporated by reference to Exhibit 4.3 of the Form
10-QSB filed on May 15, 2001).

4.5 Common Stock Purchase Agreement between the Company and
Silverwood Opportunity Fund, dated June 11, 2001
(incorporated by reference to Exhibit 4.4 of the Form SB-2
filed on August 31, 2001).
46
4.6 Amended and Restated Non-Employee Directors and
Consultants Retainer Stock Plan, dated December 17, 2001
(incorporated by reference to Exhibit 4.2 of the Form S-8
POS filed on December 21, 2001).

4.7 Amended and Restated Employee Stock Incentive Plan, dated
November 20, 2002 (incorporated by reference to Exhibit
4.1 of the Form S-8 POS filed on January 9, 2003).

4.8 Amended and Restated Non-Employee Directors and
Consultants Retainer Stock Plan (Amendment No. 2), dated
November 20, 2002 (incorporated by reference to Exhibit
4.2 of the Form S-8 POS filed on January 9, 2003).

4.9 Amended and Restated Non-Employee Directors and
Consultants Retainer Stock Plan (Amendment No. 3), dated
July 1, 2004 (incorporated by reference to Exhibit 4 of
the Form S-8 POS filed on July 13, 2004).
4.10 Certificate of Designation, dated November 5, 2004
(incorporated by reference to Exhibit 4.10 of the Form 10-
QSB filed on November 15, 2004).

10.1 Employment Agreement between the Company and Richard
Dunning, dated January 3, 2003 (incorporated by reference
to Exhibit 10.1 of the Form 10-QSB filed on November 13,
2003).

10.2 Employment Agreement between the Company and Gary
Borglund, dated January 15, 2003 (incorporated by
reference to Exhibit 10.5 of the Form 10-KSB filed on
April 15, 2003).

10.3 Amendment to Employment Agreement between the Company and
Gary Borglund, dated January 15, 2003 (incorporated by
reference to Exhibit 10.6 of the Form 10-KSB filed on
April 15, 2003).

10.4 Separation Agreement between the Company, and Richard
Dunning and Dennis McElhinney, dated January 22, 2004
(incorporated by reference to Exhibit 10.4 of the Form 10-
KSB filed on April 5, 2004).

10.5 Employment Agreement between the Company and Gary
Borglund, dated October 1, 2004 (incorporated by reference
to Exhibit 10.5 of the Form 10-QSB filed on November 15,
2004).

10.6 Contribution Agreement between the Company and Perfect
Turf, Inc. (the following to this agreement have been
omitted: Schedule 1: List of Assets; and Schedule 2: List
of Liabilities), dated December 1, 2004 (incorporated by
referene to Exhibit 10.6 of the Form 10-KSB filed on April
25, 2005).

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).
47
21 Subsidiaries of the Company (filed herewith).

31 Rule 13a-14(a)/15d-14(a) Certification of Gary Borglund
(filed herewith).

32 Section 1350 Certification of Gary Borglund (filed
herewith).

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