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, 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 20-0420885
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
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 .
As of June 30, 2005, the Company had 2,553,458 shares of
common stock issued and outstanding.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
REVIEW REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM 3
BALANCE SHEETS AS OF
JUNE 30, 2005 AND DECEMBER 31, 2004 5
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2005 AND JUNE 30, 2004 6
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
JUNE 30, 2005 AND JUNE 30, 2004 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 30
ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS 30
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 30
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 30
ITEM 5. OTHER INFORMATION 31
ITEM 6. EXHIBITS 31
SIGNATURE 31
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
George Brenner, CPA
A Professional Corporation
10680 W. PICO BOULEVARD, SUITE 260
LOS ANGELES, CALIFORNIA 90064
310/202-6445 - Fax 310/202-6494
REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
of City Capital Corporation, a Business Development Company
I have reviewed the accompanying balance sheet of City Capital
Corporation, a Business Development Company ("BDC"), as of June
30, 2005, and the related statements of operations for the three
and six months ended June 30, 2005 and 2004, and the statements
of cash flows for the six-month periods then ended. These
financial statements are the responsibility of the Company's
management.
I conducted my review in accordance with standards of the Public
Company Accounting Oversight Board (United States). A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the
United States, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.
Accordingly, I do not express such an opinion.
As set forth in the "Schedule of Investments" included in the
financial statements, investments amounting to $384,196 (100% of
total assets) at June 30, 2005 have been valued at fair value as
determined by the Board of Directors. Determination of fair
value involves subjective judgment that is not susceptible to
substantiation by the audit process.
Based on my review, I am not aware of any material modifications
that should be made to the accompanying financial statements for
them to be in conformity with accounting principles generally
accepted in the United States.
As discussed in Note 3, certain conditions indicate that the
Company may be unable to continue as a going concern. The
accompanying financial statements do not include any adjustments
to the financial statements that might be necessary should the
Company be unable to continue as a going concern.
The accounting principles used in the preparation of the
financial statements for the six months ended June 30, 2004 are
prior to the December 6, 2004 date when the Company converted to
a BDC under the Investment Company Act of 1940. Because of this
current and prior periods are not directly comparable.
/s/ George Brenner, CPA
George Brenner, CPA
Los Angeles, California
August 15, 2005
CITY CAPITAL CORPORATION
BALANCE SHEETS
ASSETS
June 30, December 31,
2005 2004
(Unaudited) Audited
Cash $ 4 $ --
Investment and advances in portfolio
company at fair market value 344,404 257,657
Investment - InZon Corporation 39,792 40,792
Total Assets 384,200 298,449
LIABILITIES AND STOCKHOLDERS' DEFICIT
Bank overdraft -- 773
Notes payable including accrued interest;
$310,719 as of June 30, 2005 and
$263,666 as of December 31, 2004 836,791 700,814
Accounts payable and accrued expenses 227,420 225,553
Accrued consulting-officer 70,000 44,000
Convertible debentures including
accrued interest;
$27,459 as of June 30, 2005 and $8,704 as
of December 31, 2004 354,009 238,550
Total Liabilities 1,488,220 1,209,690
Stockholders' Deficit
Common stock, $0.001 par value;
authorized 235,000,000 shares;
issued and outstanding: 2,553,458 as
of June 30 2005 and 2,233,458 as
of December 31, 2004 2,553 2,233
Preferred stock, $0.001 par value
authorized 15,000,000 shares;
issued and outstanding; 157,259 as of June 30
and 101,259 as of December 31, 2004 157 101
Additional paid-in capital (726,166) (849,790)
Accumulated deficit (380,564) (63,785)
Total Stockholders' Deficit (1,104,020) (911,241)
Total Liabilities and Stockholders' Deficit 384,200 298,449
Net Asset (Deficit) Value per Share (0.4324) (0.4080)
See accompanying notes to financial statements
CITY CAPITAL CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
As a BDC Prior to BDC As a BDC Prior to BDC
2005 2004 2005 2004
Sales $ 0 $ 57,956 $ 0 $ 59,030
Cost of sales 0 42,747 0 42,747
Gross Profit (Loss) 0 15,209 0 16,283
Selling, General, and Administrative Expenses 93,414 123,764 276,538 252,800
Debt Forgiveness -- -- (11,650) --
Interest and Bank Charges 22,940 17,997 51,433 34,197
Total Expenses 116,354 141,761 316,321 286,997
Net Income (Loss) Before Income Taxes (116,354) (126,552) (316,321) (270,715)
Income Tax Expense (Benefit) -- -- -- --
Net Income (Loss) (116,354) (126,552) (316,321) (270,715)
Basic and Diluted Loss Per Common Share
(Loss) (0.0456) (0.0628) (0.1253) (0.1365)
Weighted Average Number of Common Shares
Used to Compute Net Income (Loss) per
Weighted Average Share 2,553,458 2,013,927 (1) 2,524,894 1,983,527(1)
(1) Adjusted for a one for one hundred reverse split of the
common stock that was effective on December 15, 2004.
See accompanying notes to financial statements
CITY CAPITAL CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
June 30,
As a BDC Prior to BDC
2005 2004
Cash Flows From Operating Activities
Net profit (loss) $ (316,321) $ (270,715)
Adjustments to reconcile net profits (loss)
to net cash used in operating activities:
Accounts Receivable 0 (22,483)
Inventory 0 (15,415)
Stock issued for expenses 96,000 136,500
Accrued expense - related party 26,000 --
Accounts payable and accrued expenses 36,421 166,292
Net Cash Used In Operating Activities (157,900) (5,821)
Cash Flow From Investing Activities
Notes Receivable/Prepaid 0 (36,159)
Advances to portfolio company (86,747) --
Investment - InZon Corporation 1,000 --
Net Cash Used In Investment Activities (85,747) (36,159)
Cash Flows From Financing Activities
Debentures 88,000 --
Loans 128,424 8,500
Stock issued for debt 28,000 --
Sale of common stock -- 11,500
Net Cash Provided By Financing Activities 244,424 20,000
Increase (Decrease) In Cash and Cash Equivalents 777 (21,980)
Cash and Cash Equivalents at Beginning of Period (773) 23,952
Cash and Cash Equivalents at End of Period 4 1,972
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 --
(1) 77,500 shares @ $1.00 for debt -- 77,500
(1) 203,000 shares @ $0.30 to $0.50 for services -- 136,500
(1) Adjusted for a one for one hundred reverse split of the
common stock that was effective on December 15, 2004.
See accompanying notes to financial statements
CITY CAPITAL CORPORATION
SCHEDULE OF INVESTMENTS
(unaudited)
JUNE 30, 2005
Title of Securities Percentage of
Portfolio Company Industry Held by Company Class Held Fair Value
Perfect Turf, Inc Artificial Turf Common Stock 100% $344,404 (1)
InZon Corporation Voice over IP Loan 100% 39,792
Total Investments $384,196 (2)
(1) Fair value includes advances of $104,872.
(2) Fair value was determined by the Company's board of directors.
See accompanying notes to financial statements
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 Synthetic Turf Corporation of America. Effective on
December 14, 2004, 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 Company's sole portfolio company,
Perfect Turf, Inc. ("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, 2005 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2005. 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,
2004 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, 2005 and June 30, 2004 are presented in
the accompanying financial statements pursuant to Regulation S-X.
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.
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 2005 and 2004 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 $116,354 for the quarter
ended June 30, 2005. As of June 30, 2005, the Company reported
an accumulated deficit of $380,564. 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 that 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, 2005,
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
(a) In October 2004, the Company entered into a contract with
Gary Borglund, the president and 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.
(b) The Company's president is also the president of another
public company that owes $333,905 to the Portfolio Company.
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.
The 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.
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. 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.
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.
(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,
2005, approximately 89% 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 historical carrying amounts (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.
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, 2005 the Company
invested an additional $104,872 in the Portfolio Company. The
Company reduced its loan by $1,000 to InZon Corporation. These
investments were done in cash for the purpose of supporting the
ongoing working capital and general and administrative expense
needs of the Portfolio Company. This brings the total
investment in the Portfolio Company to $344,404 and in InZon
Corporation to $39,792 as of June 30, 2005.
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, 2005. and for the three months and six
months ended June 30, 2004, the Company generated revenues of
$57,956 and $ 59,030 respectively. The decrease in revenues was
a result of the Company's change in 2004 to a BDC.
(b) Selling, General, and Administrative Expenses.
The selling, general and administrative expenses for the
three months and six months ended June 30, 2005, totaled $93,414
and $276,538, respectively. This compares to $123,764 and
$252,800 for the three and six months ended June 30, 2005, a
decrease of $30,350 for the three months, or approximately 25%,
and an increase of $23,738 for the six months, or approximately
10%. 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 $226,621or approximately 72%
of the total of such expenses.
(c) Interest Expense.
The Company incurred interest charges (net of interest
income) of $22,940 for the three months and $51,433 for the six
months ended June 30, 2005, compared with such charges of
$17,997 in the three months and $34,197 in the six months ended
June 30, 2004, increases of $4,943, or approximately 27%, and
$17,236, or approximately 50%, respectively. Most of the
interest expense in the six months ended June 30, 2005 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, 2005, the Company had available net operating
loss carryforwards of approximately $9 million that may provide
future tax benefits expiring beginning in June of 2006; this
compares with net operating loss carryforwards of approximately
$7 million at June 30, 2004. Approximately $1,000,000 of this
net operating loss was carried forward from the business of
Marrco Communications, Inc. and is limited under Internal
Revenue Code Section 381. This limits the use of this portion
of the Company's net operating loss carryforward to
approximately $70,000 per year. 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.
(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 $126,522 for the three months and
$270,715 in the six months ended June 30, 2004, a decrease of
$10,168, or approximately 8%, and an increase of $45,606, or
approximately 17%, respectively. 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 $5,821 for the
six months ended June 30, 2004, an increase of $152,079. A
significant portion of cash used in the six months ended June
30, 2005 is attributed to stock issued for expenses.
Investing Activities.
Net cash used in investing activities was $85,747 for the
year six months ended June 30, 2005 compared to $0 during the
six months ended June 30, 2004 as a result of investments made
by the Company. These loans represent the principal portion of
the investment of $384,196, and are comprised of an investment
by the Company in the Portfolio Company in the amount of
$344,404 and a loan by the Company to InZon Corporation in the
amount of $39,792.
Liquidity and Capital Resources.
During the six months period ending June 30, 2005 the
Company increased its outstanding debt by $216,424 to finance
its 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 ended June 30, 2004,
the Company issued debt of $8,500 and sold stock totaling
$11,500 as part of its financing activity.
As of June 30, 2005, the Company had no cash. In addition
to the loss of $326,321 during the six months ended June 30,
2005, the Company incurred losses of $510,931 for the year ended
December 31, 2004. As of June 30, 2005, the Company had an
accumulated deficit of $380,562. 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-KSB for the year ended December
31, 2004 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 2005 and to
pursue all available financing alternatives; in this regard, the
Company filed a Form 1-E on June 30, 2005 for the purpose of
raising funds for the operation of the Company. 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 may result in dilution to existing
stockholders. If additional funds are raised through the
issuance of debt securities, these securities may have rights,
preferences and privileges senior to holders of common stock and
the terms of such debt could impose restrictions on the Company's
operations. Regardless of whether 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 may 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.
On August 29, 2005, the Company received written
correspondence from the SEC, Division of Investment Management,
notifying the Company, and other unrelated business development
companies, of certain concerns of the staff based on the
Company's status as a BDC and its compliance with certain
provisions of the 1940 Act. In particular, the correspondence
requests the Company to reply with specific information
concerning its compliance in the areas of limitations on senior
securities, convertible securities, and Regulation E shares
issued for services. The Company intends to provide the
requested information on a timely basis and take such actions as
may be necessary to demonstrate compliance and, if necessary, to
make the structural changes to correct any deficiencies.
(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, 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.
(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 2005
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.
None. Also, there were no purchases of common stock of the
Company by the Company or its affiliates during the three months
ended June 30, 2005.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
At December 31, 2004, the total of 2,233,458 was disclosed
as outstanding. As of March 31, 2005 and June 30, 2005, the
total of 2,553,458 shares was disclosed as outstanding. The
difference, 320,000 shares, was approved by the board of
directors, as reflected in signed consulting agreements, in
November 2004. The Company's transfer agent inadvertently
failed to issue the shares until January 2005.
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 29, 2005 By: /s/ Gary Borglund
Gary Borglund,
President/Secretary/Treasurer
(principal financial officer)
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).
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 (filed
herewith).
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).
21 Subsidiaries of the Company (incorporated by reference
to Exhibit 21 of the Form 10-KSB filed on April 25, 2005).
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).