U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006
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 (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2535 Pilot Knob Road, Suite 118
Mendota Heights, Minnesota 55120
- --------------------------------------- -------------------
(Address of Principal Executive Offices) (Zip Code)
(651) 452-1606
(Company's Telephone Number)
______________________________________________________________
(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last
Report)
Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Company was required to file such reports), and (2) been subject to such filing
requirements for the past 90 days. Yes X No
----- ------
Indicate by check mark whether the Company is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act): Yes No X
------
Indicate by check mark whether the Company is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes No X
-----
As of June 30, 2006, the Company had 6,040,531 shares of common stock
issued and outstanding.
1
TABLE OF CONTENTS
-----------------
PART I - FINANCIAL INFORMATION PAGE
------
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS AS OF
JUNE 30, 2006 AND DECEMBER 31, 2005 ................................. 3
STATEMENT OF CHANGE IN NET ASSETS.................................... 4
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2006 AND JUNE 30, 2005...................................... 5
STATEMENT OF SHAREHOLDERS DEFICIT.................................... 6
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
JUNE 30, 2006 AND JUNE 30, 2005 ..................................... 7
SCHEDULE OF INVESTMENTS ............................................. 8
NOTES TO FINANCIAL STATEMENTS ....................................... 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS .............. 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . 28
ITEM 4. CONTROLS AND PROCEDURES .................................... 29
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS .......................................... 29
ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS.............................. 30
ITEM 3. DEFAULTS UPON SENIOR SECURITIES ............................ 31
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS ...................................... 31
ITEM 5. OTHER INFORMATION .......................................... 31
ITEM 6. EXHIBITS ................................................... 31
SIGNATURE ........................................................... 31
2
CITY CAPITAL CORPORATION
BALANCE SHEETS
ASSETS
JUNE 30, DECEMBER 31,
2006 2005
(UNAUDITED) AUDITED
----------- ------------
Cash 224 $ 1,003
Investment and advances in portfolio
company at fair market value 255,395 355,935
Notes receivable - including accrued
interest of $4,796 and $3,096
respectively 42,588 72,860
----------- ------------
Total Assets $ 298,207 $ 429,258
=========== ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Notes payable including accrued interest;
$377,570 as of June 30, 2006 and $342,266
as of December 31, 2005 1,046,556 1,096,598
Accounts payable and accrued expenses 250,801 236,658
Accrued consulting-officer 115,608 92,118
Convertible debentures including
accrued interest; $48,094 as of
June 30, 2006 and $37,130 as of
December 31, 2005 236,994 241,380
----------- ------------
Total Liabilities 1,649,959 1,666,754
----------- ------------
Stockholders' Deficit
Common stock, $0.001 par value;
authorized 235,000,000 shares;
issued and outstanding: 6,040,531
as of June 30, 2006 and 4,338,531
as of December 31, 2005 6,040 4,338
Additional paid-in capital (28,742) (700,059)
Stock subscription receivable (625,020) (12,000)
Accumulated deficit (704,030) (529,775)
----------- ------------
Total Stockholders' Deficit (1,351,752) (1,237,496)
----------- ------------
Total Liabilities and
Stockholders' Deficit $ 298,207 $ 429,258
=========== ============
Net Asset (Deficit) Value per Share $ (0.2238) $(0.2852)
3
See accompanying notes to financial statements
F-1
CITY CAPITAL CORPORATION
STATEMENT OF CHANGE IN NET ASSETS
(UNAUDITED)
SIX MONTHS ENDED
JUNE 30,
2005 2006
-----------------
OPERATIONS
Net investment loss $ (316,321) $ (174,255)
----------- ------------
Net realized and unrealized gain (loss) on
Investment transactions - -
Net decrease in net assets resulting
from Operations (316,321) (174,255)
SHAREHOLDERS ACTIVITY:
Stock sales and conversion 124,000 60,000
----------- ------------
NET INCREASE (DECREASE) IN ASSET VALUE (192,321) (114,255)
NET ASSETS:
Beginning of period (911,241) (1,237,496)
End of Period $(1,104,020) $(1,351,752)
============ =============
F-2
See accompanying notes to financial statement
4
CITY CAPITAL CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2005 2006 2005 2006
--------- --------- --------- ---------
Sales $ 0 $ 0 $ 0 $ 0
Cost of Sales 0 0 0 0
--------- --------- --------- ---------
Gross Profit (Loss) 0 0 0 0
Selling, General, and Administrative Expenses 93,414 77,058 276,538 120,749
Debt forgiveness - 112 - 4,486
--------- --------- --------- ---------
Interest and Bank Charges *net of interest earned 22,940 22,996 51,433 49,020
--------- --------- --------- ---------
Total Expense 116,354 100,166 316,321 174,255
--------- --------- --------- ---------
Net Income (Loss) Before Income Taxes (116,354) (100,166) (316,321) (174,255)
Income Tax Expense (Benefit) - - - -
--------- --------- --------- ---------
Net Income (Loss) $(116,354) $(100,166) $ (316,321) $(174,255)
Basic and Diluted Loss per Common Share
(Loss) $(0.0456) $(0.0169) $ (0.1253) $(0.0369)
Weighted Average Number of Common Shares
Used to Compute Net Income (Loss) per
Weighted Average Share 2,553,458 5,940,453 2,524,894 4,728,641
--------- --------- --------- ---------
F-3
See accompanying notes to financial statements
5
CITY CAPITAL CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
JUNE 30,
2005 2006
--------- ----------
Cash Flows From Operating Activities
Net profit (loss) $(316,321) $(174,255)
Adjustments to reconcile net profits (loss)
to net cash used in operating activities:
Notes Receivable 0 30,272
Stock issued for expenses 96,000 0
Accrued expense * related party 26,000 23,490
Accounts payable and accrued expenses 36,421 120,411
--------- ----------
Net Cash Used In
Operating Activities (157,900) (82)
--------- ----------
Cash Flow From Investing Activities
Advances to portfolio company (86,747) -
Investment - InZon Corporation 1,000 -
--------- ----------
Net Cash Used In
Investment Activities (85,747) -
--------- ----------
Cash Flows From Financing Activities
Debentures 88,000 (15,350)
Notes payable 128,424 (14,654)
Stock issued for debt 28,000 -
--------- ----------
244,424 (696)
Net Cash Provided By --------- ----------
Financing Activities
Increase (Decrease) In Cash and
Cash Equivalents 777 (778)
Cash and Cash Equivalents at Beginning of Period (773) 1,002
--------- ----------
Cash and Cash Equivalents at End of Period $ 4 $ 224
========= ==========
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest $ - $ -
========= ==========
Income taxes $ - $ -
========= ==========
Noncash Investing and Financing Activities
320,000 shares @ 0.30 for services $96,000 $ -
========= ==========
56,000 preferred shares @ $0.50 for debt $28,000 $ -
========= ==========
500,000 shares @ $0.12per share for debt $ - $ 60,000
========= ==========
1,202,000 shares @ $0.51 stock subscription $ - $ 613,020
========= ==========
F-4
See accompanying notes to financial statements
6
CITY CAPITAL CORPORATION
FINANCIAL HIGHLIGHTS
(UNAUDITED)
PER UNIT OPERATING PERFORMANCE:
SIX MONTHS ENDED
JUNE 30,
2005 2006
---------- ----------
NET ASSET VALUE, BEGINNING OF PERIOD $(0.3569) $(0.2049)
INCOME FROM INVESTMENT OPERATIONS:
Net investment loss (0.1239) (0.0288)
Net realized and unrealized gain (loss) on investment
Transactions - -
Total increase (decrease) from investment operations (0.4808) (0.2337)
Net increase in net assets resulting from stock sales 0.2480 0.0099
NET ASSET VALUE, END OF PERIOD (0.2328) (0.2238)
TOTAL NET ASSET VALUE RETURN (53.31) % (8.44)%
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period $(1,104,020) $(1,351,752)
Ratios to average net assets:
Net expense 28.65 % 12.89%
Net investment loss (28.65 %) (12.89 %)
Portfolio Turnover rate - -
NOTE: The calculations are based on number
of shares outstanding at the end of the
designated period which are 2,553,458
and 6,040,531 respectively
F-5
See accompanying notes to financial statement
7
CITY CAPITAL CORPORATION
SCHEDULE OF INVESTMENTS
(UNAUDITED)
JUNE 30, 2006
Percentage
Title of Securities of
Portfolio Company Industry Held by Company Class Held Fair Value
- ------------------ -------- ------------------- ---------- ----------
Perfect Turf, Inc Artificial Common Stock 100% $255,395(1)
Turf
Total Investments ....................................... $255,395(2)
(1) Fair value includes advances of $ 15,862.
(2) Fair value was determined by the Company's board of directors.
See accompanying notes to financial statements
8
F-6
CITY CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION
THE COMPANY.
City Capital Corporation, a Nevada corporation ("Company"), was incorporated in
Nevada on July 24, 1984, as Diversified Ventures, Ltd. On March 27, 1987, the
Company changed its name to M.V.I.D. International Corporation; on April 6,
1994, the name was changed to Micro-Lite Television. On October 25, 1996, the
Company changed its name to Superior Wireless Communications, Inc.; on August
18, 1999, the name was changed to JustWebit.com, Inc. On November 6, 2002, the
Company changed its name to City Capital Corporation. The Company's fiscal year
ends on December 31. 2004.
Effective December 1, 2004 the Company commenced operating as a Business
Development Company ("BDC") under Section 54(a) of the Investment Company Act
of 1940 ("1940 Act").
BASIS OF PRESENTATION.
In accordance with Securities and Exchange Commission ("SEC") rules and
regulations for BDC's, the Company does not consolidate or use the equity
method to account for its controlling investment in the Portfolio Company.
Rather, the Company's investment in such entity is reported at fair value. Any
future fluctuations in such fair value since the date of the conversion to a
BDC will be reflected as an unrealized gain on investment in the statements of
operations.
The Company's accompanying unaudited condensed financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and the instructions
to Form 10-Q and Regulation S-X of the SEC. Accordingly, these unaudited
condensed financial statements do not include all of the footnotes required by
accounting principles generally accepted in the United States of America. In
management's opinion, all adjustments (consisting of normal and recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the six months ended June 30, 2006 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2006. The accompanying condensed financial statements and the notes thereto
should be read in conjunction with the Company's audited financial statements
as of and for the year ended December 31, 2005 contained in the Form 10-KSB.
Although the nature of the Company's operations and its reported financial
position, results of operations and cash flows are dissimilar for the periods
prior and subsequent to becoming a BDC, its unaudited operating results and
cash flows for the periods ended June 30, 2006 and June 30, 2005 are presented
in the accompanying financial statements pursuant to Regulation S-X.
9
NOTE 2: CRITICAL ACCOUNTING POLICIES
USE OF ESTIMATES.
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management of the Company to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the interim financial
statements and the reported amounts of revenues and expenses during the
reporting period. Such estimates include, but are not limited to, revenue
recognition and allowances, accrued liabilities, deferred revenue, loss
contingencies and accounting for income taxes. Actual results could differ
from these estimates.
IMPAIRED FAIR VALUE OF FINANCIAL INSTRUMENTS.
The carrying amounts for the Company's cash, accounts payable, accrued
liabilities, due to stockholder and officers 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 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.
10
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. Effective January 1, 1998, the
Company adopted SFAS No. 128. 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 losses per share for the second quarter of fiscal years 2006 and 2005
were antidilutive, basic and diluted losses per share are the same.
Accordingly, rights to purchase common issuable upon conversion of convertible
debentures were not included in the calculation of diluted earnings per common
share.
NOTE 3: GOING CONCERN CONSIDERATIONS
As shown in the accompanying interim financial statements, the Company has
incurred a net loss of $174,255 for the six months ended June 30, 2006. As of
June 30, 2006, the Company reported an accumulated deficit of $ 704,030. The
industry in which the Company operates is very dynamic and extremely
competitive. The Company's ability to generate financial gains and positive
cash flows is dependent on the ability to make investments which yield returns
as well as the ability to raise additional capital. Management is following
strategic plans to accomplish these objectives, but success is not guaranteed.
As of June 30, 2006, these factors 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.
NOTE 4: RELATED PARTIES
In October 2004, the Company entered contract with Gary Borglund, President and
the CEO of the Company. Under the terms of the agreement Mr Borglund is paid a
base amount of $80,000 per annum plus certain incentives as approved by the
Board of Directors of the Company.
NOTE 5: INCOME TAX
As of June 30, 2006, the Company has net operating loss carryforwards of
approximately $10.1 million 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 carryforward
(See Note 8. "Subsequent Events".
NOTE 6: 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. The Company has continued it
cooperation with the SEC to cure any deficiencies that may have been note.,
11
NOTE 7: DEFINITIVE AGREEMENT FOR ACQUISITION
On April 19, 2006 the Company entered into an agreement with ECC Jazz District
Acquisitions, LLC under which the Company will acquire ECC Jazz as a wholly
owned subsidiary. Under the terms of the agreement ECC Jazz unit holders will
exchange all of their outstanding units for 6,731,364 shares of the Company.
The completion of this transaction will constitute a change in control of the
Company and has been submitted to a vote of the Company's shareholders for
approval.
Subsequent to the period end, the transaction was completed on August 11, 2006
(See NOTE: 8 "Subsequent Events")
NOTE 8: SETTLEMENT AGREEMENT
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.
NOTE 9: SUBSEQUENT EVENT
On July 1, 2006 the Company's shareholders approved the merger agreement
between the Company and ECC Jazz. On July 31, 2006 the Company completed the
acquisition of ECC Jazz and a change in control of the Company was effected.
F-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
The following discussion and analysis of the Company's financial condition and
results of operations is based upon, and should be read in conjunction with,
its unaudited condensed financial statements and related notes included
elsewhere in this Form 10-Q, which have been prepared in accordance with
accounting principles generally accepted in the United States.
OVERVIEW.
On December 6, 2004, the Company elected, by the filing of a Form N-54A, to be
regulated as a business development company ("BDC") under the Investment
Company Act of 1940 ("1940 Act"). On December 1, 2004, the Company moved its
assets 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. The Portfolio Company will
continue to focus on 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.
sThe Company intends to invest in companies with historically profitable
results, strong balance sheets, high profit margins, and solid management teams
in place. The Company will seek to leverage the combined talents of an
experienced management team to invest in those types of companies and to
enhance shareholder value.
A business development company is defined and regulated by the 1940 Act. 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.
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.
12
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 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. The Company offers to provide managerial
assistance to each of its 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 Securities and Exchange Commission ("SEC").
As a business development company, the Company's primary goal is to increase
its 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, which will leverage the combined talents of an 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.
13
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, the Company is 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. The
Company's 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, the Company is prohibited from making new
loans to, or materially modifying existing loans with, its executive
officers in the future.
The Company may not change the nature of its 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 the Company made
its business development company election, it has not made any substantial
change in the nature of its business.
The Company intends to fund new investments using cash, through the issuance of
its common stock, 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, the Company may also opt to
reinvest accrued interest receivable in a new debt or equity.
14
(A) VALUATION METHODOLOGY.
The Company 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 June 30, 2006, approximately 85% of our total assets
represented an investment in the Portfolio Company 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.
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.
The Company's investment in the Portfolio Company is carried at cost (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, the Company is not permitted to provide a general reserve for
anticipated loan losses. Instead, the Company is required to specifically value
each individual investment on a quarterly basis. The Company will record
unrealized depreciation on investments when it believes that an investment has
become impaired. Conversely, the Company will record unrealized appreciation if
it believes that the underlying portfolio company has appreciated in value and,
therefore, our equity security has also appreciated in value.
As a business development company, the Company will invest in liquid and
illiquid securities, including debt and equity securities primarily of private
companies. Our investments will generally be subject to restrictions on resale
and generally have no established trading market. Because of the type of
investments that the Company makes and will make, and the nature of its
business, its 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.
(B) INVESTMENT IN PORTFOLIO COMPANY
On December 1, 2004, the Company moved assets into the Portfolio Company, which
will continue to focus on 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.
15
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 has an exclusive license from Avery Sports Turf, Inc. (a
related company) to market and resell a unique and patented artificial turf
product which provides durability and quality on the upper half of the
synthetic system, and can provide a stable shock absorbing pad for low G-Max
levels on the bottom half of the synthetic system. These features provide
excellent shock absorbing capability, and increases durability significantly
when crumb rubber is added to the system. This means the system not only has
superior materials but also provides additional safety.
In the Portfolio Company's view, the artificial turf industry as a whole is
faced with two diverging issues and no single understanding on how to
profitably address the future. The first area is the proliferation of synthetic
turf uses within the drought ridden southwest as well as worldwide, from state
and county run facilities to residential applications. The second is the need
for educating the community on the benefits of synthetic turf systems as a
viable and cost saving alternative to traditional grass environments.
The Company has historically experienced operating losses and negative cash
flow. The Company expects that these operating losses and negative cash flows
may continue through additional periods. In addition, the Portfolio Company
only has a limited record of revenue-producing operations and there is only a
limited operating history upon which to base an assumption that it will be able
to achieve its business plans.
During the six month ending June 30, 2006 the Company reduced its investment in
the Portfolio Company. This brings the total investment in the Portfolio
Company to $255,395 and in InZon Corporation to $42,588 as of June 30, 2006.
RESULTS OF OPERATIONS.
The results of operations reflected in this discussion include historical
operations of the Company prior to becoming a BDC.
(A) REVENUES.
The Company reported zero income for the three and six months ended June 30,
2006. and for the three months and six months ended June 30, 2005. The decrease
in revenues was a result of the Company's change in 2004 to a BDC.
(B) SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES.
16
The selling, general and administrative expenses for the three months and six
months ended June 30, 2006, totaled $77,058 and $120,749 respectively. This was
attributable to general and administrative expenses of which salaries and
professional services made up the largest portion. Professional fees and
outside services in the current six months period totaled $86,006.
(C) INTEREST EXPENSE.
The Company incurred interest charges (net of interest income) of $22,996 for
the three months and 49,020 for the six months ended June 30, 2006, compared
with such charges of $22,940 in the three months and $ 51,433 in the six months
period ended June 30, 2005. Most of the interest expense in the six months
ended June 30, 2006 is in the accrual on the amounts owed to Newport Financial
(as discussed below), and to former officers of the Company.
(D) INCOME TAX BENEFIT.
At June 30, 2006, the Company had available net operating loss carryforwards of
approximately $9 million that may provide future tax benefits expiring
beginning in 2006; this compares with net operating loss carryforwards of
approximately $7 million at June 30, 2005. The Company has not recognized any
of this tax benefit as an asset due to uncertainty of future income. The annual
diminution could result in the expiration of the net operating loss before
utilization. A change in control will also affect the use of any net loss
carryforward.
(E) NET LOSS.
The Company reported a net loss of $116,354 for the three months and $ 316,321
in the six months ended June 30, 2005, compared to net loss of $100,166 for the
three months and $174,255 in the six months ended June 30, 2006. The difference
is due to higher consulting and other selling, general, and administrative
expenses.
OPERATING ACTIVITIES.
The net cash used in operating activities was $157,900 for the six months ended
June 30, 2005 compared to net cash used of $120,411 for the six months ended
June 30, 2006.
INVESTING ACTIVITIES.
Net cash used in investing activities was $85,747 for the six months ended June
30, 2005 compared to no cash provided from investing activities of $100,000
during the six months ended June 30, 2006 from investments made by the Company.
These loans represent the principal portion of the assets of $298,207, and are
comprised of an investment by the Company in the Portfolio Company in the
amount of $255,395 and a loan by the Company to InZon Corporation in the amount
of $42,588.
FINANCING ACTIVITIES
During the six months period ending June 30, 2005 the Company increased their
outstanding debt by $216,424 to finance their activities. In addition the
Company issued stock for debt of $28,000 bringing the net debt increase to
$188,424 for the same period. During the six months period ending June 30, 2006
the company issued stock for debt totaling $60,000 as part of their financing
activity.
LIQUIDITY AND CAPITAL RESOURCES.
As of June 30, 2006, the Company had $ 224 in cash. In addition to the loss of
$174,255 during the six months ended June 30, 2006, the Company incurred losses
of $316,321 for the period ended June 30, 2005. As of June 30, 2006, the
Company had an accumulated deficit of $704,030. These factors raise substantial
doubt as to the Company's ability to continue as a going concern. The Company's
independent accountants' audit report included in the Form 10-K for the year
ended December 31, 2005 includes a substantial doubt paragraph regarding 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.
Management plans to continue raising additional capital through a variety of
fund raising methods during 2006 and to pursue all available financing
alternatives in this regard. Management may also consider a variety of
potential partnership or strategic alliances to strengthen its financial
position. In addition, we will continue to seek additional funds to ensure our
successful growth strategy and to allow for potential investments into a
diverse portfolio of companies with strategic information and communications
technologies or applications. Whereas the Company has in the past raised
capital, no assurance can be given that sources of financing will continue to
be available to us and/or that demand for our equity/debt instruments will be
sufficient to meet our capital needs, or that financing will be available on
terms favorable to the Company. The financial statements do not include any
adjustments relating to the recoverability and classification of liabilities
that might be necessary should the Company be unable to continue as a going
concern.
If funding is insufficient at any time in the future, the Company may not be
able to take advantage of business opportunities or respond to competitive
pressures, or may be required to reduce the scope of its 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 the Company's financial condition, which could
require the Company to:
- - curtail operations significantly;
- - sell significant assets;
- - seek arrangements with strategic partners or other parties that may require
the Company to relinquish significant rights to products, technologies or
markets; or
- - explore other strategic alternatives including a merger or sale of the
Company.
To the extent that the Company raises additional capital through the sale of
equity or convertible debt securities, the issuance of such securities will
result in dilution to existing stockholders. If additional funds are raised
through the issuance of debt securities, these securities may have rights;
preferences and privileges senior to holders of common stock and the terms of
such debt could impose restrictions on the Company's operations. Regardless of
whether the Company's cash assets prove to be inadequate to meet the Company's
operational needs, the Company may seek to compensate providers of services by
issuing stock in lieu of cash, which will also result in dilution to existing
shareholders.
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.
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, results of operations, liquidity or capital expenditures.
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.
(A) GENERAL RISK OF OPERATION 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.
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, the
Company is 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 its 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 the Company will not receive any
return on its investment. In addition, our 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 the
Company is not successful in raising additional capital, it could cease to
continue as a going concern.
(B) 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.
(C) THE COMPANY'S 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. The Company intends to exit its 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 the Company is 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, the Company will value
substantially all of its investments at fair value as determined in good faith
by its 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, 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,
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, the Company will
record unrealized appreciation if it believes 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 its portfolio to reflect the
board of directors' determination of the fair value of each investment in its
portfolio.
(D) THE COMPANY MAY NEED TO MAKE ADDITIONAL CASH INVESTMENTS IN ITS PORTFOLIO
COMPANIES.
The Company may have to make additional cash investments in its portfolio
companies to protect its overall investment value in the particular company.
The Company retains the discretion to make any additional investments as its
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. The Company has no
established criteria in determining whether to make an additional investment
except that its management will exercise its business judgment and apply
criteria similar to those used when making the initial investment. The Company
cannot provide assurance that it will have sufficient funds to make any
necessary additional investments, which could adversely affect its success and
result in the loss of a substantial portion or all of its investment in a
portfolio company.
(E) THE COMPANY MAY BORROW MONEY WHICH MAGNIFIES THE POTENTIAL FOR GAIN OR
LOSS ON AMOUNTS INVESTED.
Borrowings, also known as leverage, magnify the potential for gain or loss on
amounts invested and, therefore, increases 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.
(F) 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.
(G) 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 does. 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.
(H) THE SECURITIES THE COMPANY WILL HOLD IN ITS PORTFOLIO COMPANIES ARE
SUBJECT TO RESTRICTION ON RESALE.
The Company's portfolio companies will be private entities and the Company
will acquire their securities in private transactions. As a result, all of the
securities the Company will hold in its 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, the Company cannot
provide assurance that it will be able to sell its portfolio company
securities for amounts equal to the values that have ascribed to them or at the
time the Company desires to sell.
(I) THE COMPANY IS DEPENDENT UPON THE EFFORTS OF ITS PORTFOLIO COMPANIES TO
SUCCESSFULLY COMMERCIALIZE THEIR PRODUCTS AND SERVICES.
The Company's 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. The Company cannot provide assurance that its portfolio companies
will be successful or that it will be able to sell the securities it receive at
a profit or for sufficient amounts to even recover the Company's initial
investment in a portfolio company or that its portfolio company will not take
actions that could be detrimental to us.
(J) 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.
(K) THE COMPANY IS DEPENDENT ON ITS KEY PERSONNEL.
The Company's success is largely dependent on the personal efforts and
abilities of its senior management. The loss of certain members of the
Company's senior management could have a material adverse effect on the
Company's business and prospects.
The Company intends to recruit in fiscal year 2006 employees who are skilled in
its industry. The failure to recruit these key personnel could have a material
adverse effect on the Company's business. As a result, the Company may
experience increased compensation costs that may not be offset through either
improved productivity or higher revenue. There can be no assurances that the
Company will be successful in retaining existing personnel or in attracting and
recruiting experienced qualified personnel.
(L) LIMITATIONS ON LIABILITY AND INDEMNIFICATION MAY RESULT IN PAYMENTS BY THE
COMPANY.
The Company's bylaws include provisions to the effect that it 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.
(M) THE COMPANY'S 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.
(N) THE COMPANY'S 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:
. 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.
(O) NO ASSURANCE OF PUBLIC TRADING MARKET AND RISK OF LOW PRICED SECURITIES
MAY AFFECT MARKET VALUE OF THE COMPANY'S COMMON 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.
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.
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; and (b) valuation of investments. 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.
(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.
FORWARD LOOKING STATEMENTS.
Information in this Form 10-Q contains "forward looking statements" within the
meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6
of the Securities Act of 1934, as amended. When used in this Form 10-Q, the
words "expects," "anticipates," "believes," "plans," "will" and similar
expressions are intended to identify forward-looking statements. These are
statements that relate to future periods and include, but are not limited to,
statements regarding our adequacy of cash, expectations regarding net losses
and cash flow, 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, and the risks set forth under "Risk Factors." 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our business activities contain elements of risk. The Company considers the
principal types of risk to be portfolio valuations. The Company considers the
management of risk essential to conducting its businesses. Accordingly, our
risk management systems and procedures are designed to identify and analyze
our risks, to set appropriate policies and limits and to continually monitor
these risks and limits by means of reliable administrative and information
systems and other policies and programs.
As a business development company, the Company invest in illiquid securities
including equity securities of primarily private companies. Our investments
are generally subject to restrictions on resale and generally have no
established trading market. The Company values substantially all of its
investments at fair value as determined in good faith by the board of directors
in accordance with its valuation policy. 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.
The Company determines fair value to be the amount for which an investment
could be exchanged in an orderly disposition over a reasonable period of time
between willing parties other than in a forced or liquidation sale. Our
valuation policy considers the fact that no ready market exists for
substantially all of the securities in which we invest. Our valuation policy
is intended to provide a consistent basis for determining the fair value of the
portfolio. The Company will record unrealized depreciation on investments when
it believes that an investment 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 investments. Conversely, the Company will record unrealized
appreciation if it believes that the underlying portfolio company has
appreciated in value and, therefore, its equity security has also appreciated
in value. The value of investments in public securities is determined using
quoted market prices discounted for restrictions on resale. 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. In addition, 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 the Company 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.
ITEM 4. 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 ("Exchange Act")) 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 principal executive
officer/principal financial 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 executive officer/principal financial 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 executive
officer/principal financial 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.
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.
PART II * OTHER INFORMATION
ITEM 1. 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.
(a) 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.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The Company made the following sales of unregistered (restricted) securities
during the six months ended on June 30, 2006:
On February 9, 2006 the Company issued 500,000 shares of 1E stock at $0.12 per
share to satisfy debt of $ 60,000.
There were no purchases of common stock of the Company by the Company or its
affiliates during the three months ended June 30, 2006.
On April 14, 2006, the Company issued a note, in the original principal amount
of $ 4,500,000, convertible to common shares of the Company. On that date, it
was contemplated that such note would be converted to shares exempt from
registration. Subsequently, and in order to satisfy BDC regulations pertaining
to senior securities and debt ratios, this transaction was amended by consent
of the Company and the holder of such note to a stock purchase whereby the
Company would issue 1,202,000 shares at $0.51 per share exempt from
registration in exchange for cash in the amount of $ 613,020.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
In connection with the vote of security holders as disclosed in the Form
10-KSB for the year ended December 31, 2004, the Company inadvertently failed
to disclose that the Company inadvertently did not file with the SEC, and mail
out to shareholders of record from whom the Company did not seek consent, a
Definitive Information Statement as required by Regulation 14C under the
Securities Exchange Act of 1934. The Company intends to file and mail this out
shortly.
ITEM 6. EXHIBITS
Exhibits included or incorporated by reference herein are set forth in the
attached Exhibit Index.
SIGNATURE
---------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CITY CAPITAL CORPORATION
Dated: August 14 2006 Ephren Taylor
---------------------------
Ephren Taylor
Principal Executive Officer
EXHIBIT INDEX
-------------
Number Description
- ------ -----------------------------------------------------------
31 Rule 13a-14(a)/15d-14(a) Certification of Ephren Taylor.
32 Section 1350 Certification of Ephren Taylor (filed herewith).
RULE 13A-14(A)/15D-14(A) CERTIFICATION
--------------------------------------
I, Ephren Taylor, certify that:
1. I have reviewed this quarterly report on Form 10-Q of City Capital
Corporation;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [omitted
pursuant to extended compliance period] for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
(b) [omitted pursuant to extended compliance period]
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Dated: August 14 2006 Ephren Taylor
---------------------------
Ephren Taylor
Principal Executive Officer
SECTION 1350 CERTIFICATION
--------------------------
In connection with the quarterly report of City Capital Corporation
("Company") on Form 10-Q for the quarter ended June 30, 2006 as filed with the
Securities and Exchange Commission ("Report"), the undersigned, in the capacity
and on the date indicated below, hereby certifies pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Dated: August 14 2006 Ephren Taylor
---------------------------
Ephren Taylor
Principal Executive Officer