UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 1, 2004
SYNTHETIC TURF CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
Nevada 33-5902 22-2774460
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2535 Pilot Knob Rd, #118, Mendota Heights, Minnesota 55120
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (651) 452-1606
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
(a) Effective December 1, 2004, the Registrant sold, transferred and
delivered all of its assets relating to its artificial turf business
to its wholly-owned subsidiary, Perfect Turf, Inc. The assets
transferred were valued at net book value, and were transferred with
all associated liabilities of the Registrant's artificial turf
business. The subsidiary paid for the assets by assuming the
liabilities and issuing shares of its common stock to the Registrant.
Subsequent operations of the subsidiary will be consolidated in the
Registrant's financial statements. No gain or loss will be recorded
in the transaction. The Registrant has filed with the Securities and
Exchange Commission to become a Business Development Company and
therefore the divestment of the artificial turf business is
consistent with the future plans of the Registrant.
(b) Effective December 6, 2004, the Registrant also established a
further wholly-owned subsidiary, Sarbox Solutions, Inc., for the
purpose of providing administrative support and regulatory compliance
services to portfolio companies and other potential client companies.
Item 3.02 Unregistered Sales of Equity Securities.
On December 1, 2004, the Registrant sold and issued 10,125,934 shares
of its Serial A preferred stock, for a price per share of $0.005, in
conversion and full settlement of certain indebtedness, in the amount
of $50,630, previously held by a creditor of the Registrant. The
transaction will be recorded as an extinguishment of indebtedness.
The transaction was exempt from registration pursuant to Rule 144 (17
CFR 230.144), because the creditor is an accredited investor. The
preferred shares will be reclassified and reverse split pursuant to
the action of the Registrant described in Item 3.03 below.
Item 3.03 Material Modification to Rights of Security Holders.
On December 3, 2004, and pursuant to authority previously granted the
Registrant's board of directors, the Registrant amended its articles
of incorporation to effect a reclassification in the nature of a 100
for 1 reverse split of its outstanding common and preferred shares.
The amendment has a delayed effective date of December 14, 2004, when
the Registrant will obtain a new trading symbol for its registered
common shares. The reclassification will materially modify the rights
of holders of each and every issued and outstanding share of the
Registrant's common stock and preferred stock, including the
preferred shares issued in the transaction described above in Item
3.02 of this Report. Pursuant to this action, the Registrant's issued
and outstanding common shares will be reduced (before giving effect
to rounding) from 215,808,038 to 2,158,080, and the Registrant's
issued and outstanding preferred shares will be reduced from
10,125,934 to 101,260.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(a) The Board of Directors of the Registrant has elected Mr. Patrick
Charles to the Registrant's Board of Directors, effective December 3,
2004. The Board of Directors has not yet determined the committees of
the Board to which Mr. Charles will be named. The Registrant will
file an amendment to this Form 8-K when such information becomes
available. There is no transaction, or series of similar
transactions, since the beginning of the Registrant's last fiscal
year, or any currently proposed transaction, or series of similar
transactions, to which the Registrant or any of its subsidiaries was
or is to be a party, in which the amount involved exceeds $60,000 and
in which Mr. Charles had, or will have, a direct or indirect material
interest.
(b) Effective November 30, 2004, Mark Crist resigned as a director
and treasurer of the Registrant. Gary Borglund, the Chief Executive
Officer of the Registrant, will temporarily assume the office of
treasurer vacated by Mr. Crist. Mr. Crist's resignation is not the
result of any disagreement with the Registrant on any matter relating
to the Registrant's operations, policies or practices.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
(a) See Item 3.03 above.
(b) On December 3, 2004, and pursuant to consent resolutions adopted
by a majority vote of the Registrant's issued and outstanding capital
shares, the board of directors of the Registrant further amended and
restated the Registrant's articles of incorporation, with a delayed
effective date, for the purpose of changing the Registrant's name to
"City Capital Corporation" and adding certain administrative
provisions consistent with the Registrant's recent election to be
treated as a Business Development Company subject to Sections 55
through 65 of the Investment Company Act of 1940. For more
particulars and the full text of the Registrant's amended and
restated articles of incorporation, see Schedule 14C Information
Statement filed by the Registrant with the Commission on December 8, 2004.
Item 9.01 Financial Statements and Exhibits.
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SYNTHETIC TURF CORPORATION OF AMERICA,
REGISTRANT
Date: December 8, 2004 By: /s/ Gary Borglund
---------------------------
Gary Borglund
Chief Executive Officer