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

                                   FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________

                              COMMISSION FILE NUMBER: 33-5902

                                CITY CAPITAL CORPORATION
                  (Exact Name of Company as Specified in Its Charter)

                  Nevada                                      22-2774460
(State or Other Jurisdiction of 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)

                  Company's telephone number:  (651) 452-1606

     Securities registered pursuant to Section 12(b) of the Act: None

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

     Indicate by check mark whether the Company (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Company was required to file such reports),
and (2) been subject to such filing requirements for the past 90 days.
Yes    X       No           .

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Company's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [X].

     The Company had $71,592 in revenues from continuing operations
for the period ended on November 30, 2004 and no sales for the
remainder of 2004.  The aggregate market value of the voting stock
held by non-affiliates of the Company as of March 31, 2005 is
$836,306.  As of March 31, 2005, the Company had 2,653,458 shares of
common stock issued and outstanding.

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

                                 TABLE OF CONTENTS

PART I.                                                                   PAGE

ITEM 1.   DESCRIPTION OF BUSINESS                                            3

ITEM 2.   DESCRIPTION OF PROPERTY                                           18

ITEM 3.   LEGAL PROCEEDINGS                                                 18

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               19

PART II.

ITEM 5.   MARKET FOR COMMON EQUITY
          AND RELATED STOCKHOLDER MATTERS                                   19

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS                     21

ITEM 7.   FINANCIAL STATEMENTS                                              30

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE                            30

ITEM 8A. CONTROLS AND PROCEDURES                                            30

ITEM 8B  OTHER INFORMATION                                                  31

PART III.

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
          AND CONTROL PERSONS; COMPLIANCE WITH
          SECTION 16(A) OF THE EXCHANGE ACT                                 31

ITEM 10. EXECUTIVE COMPENSATION                                             34

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
         OWNERS AND MANAGEMENT, AND
         RELATED STOCKHOLDER MATTERS                                        36

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     38

ITEM 13. EXHIBITS                                                           41

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES                            41

SIGNATURES                                                                  43

PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development.

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

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

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

     Effective August 18, 1999, the Company effectuated a 1 for 20
reverse stock split of the Common Stock.  In connection with the
reverse stock split, all previously outstanding shares of Class A
Preferred Stock were converted into shares of common stock.

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

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

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

     On July 1, 2003, the Company licensed its web hosting business to
Creative Connectivity, the company that had previously provided it
with web server services.  The transaction transferred all the assets
of the web hosting business to the buyer for consideration of 50
percent of the revenue after direct expenses for a period of one year.
The revenue earned under this formula is first applied against
outstanding payables due the buyer by the Company with any balance
paid by the buyer to the Company.  These terms of the agreement have
been completed and it is not in effect as of December, 2004

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

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

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

     Effective as of December 31, 2003, the Company unwound the
2004 ISOC transaction by exchanging a cash payment of $6,000 and
exchanged 100% of the stock of its Nevada subsidiary for a return and
redemption of 10,000,000 shares of the 15,000,000 share of the
Company's stock that was issued as part of the 2004 acquisition to the
two former stockholders of ISOC.  In addition, the Company received
the cancellation of consulting contracts with these individuals and
all amounts previously due from the Company hereunder.

     On March 4, 2004, the Company entered into a letter agreement
with BioMatrix, Inc, a Minnesota corporation, to exclusively sell
certain coatings and cleaners that are used on artificial turf for the
purposes of cleaning and disinfecting the product surfaces.  The
Company sold and promoted the products through its normal distribution
channels and also over the Internet. The Company discontinued the
letter agreement as of August 31, 2004

     On August 2, 2004, the Company amended its articles of
incorporation to permit the following: (a) an increase in the
authorized capital stock of the Company can be approved by the board
of directors without shareholder consent; and (b) a decrease in the
issued and outstanding common stock of the Company (a reverse split)
can be approved by the board of directors without shareholder consent.

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

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

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

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

Business of the Company.

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

     The Company is in the early stages of operation as a BDC.  In its
present form, the Company's mission is to become a leading diversified
company with business interests in well-established service
organizations and capital goods manufacturing companies. The Company
plans to successfully grow by acquiring companies with historically
profitable results, strong balance sheets, high profit margins, and
solid management teams in place.  By providing access to financial
markets, expanded marketing opportunities and operating expense
efficiencies, the Company expects to become the facilitator for future
growth and higher long-term profits.  In the process, the Company
expects to develop new synergies among the acquired companies, which
should allow for greater cost effectiveness and efficiencies, and thus
further enhancing each individual company's strengths.  To date, the
Company has only invested in the Portfolio Company.

     As a business development company, the Company may not acquire
any asset other than "qualifying assets", unless, at the time we make
the acquisition, the value of our qualifying assets represents at
least 70% of the value of our total assets.

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

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

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

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

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

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

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

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

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

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

     Under the 1940 Act, the Company is prohibited, as a BDC,
from selling its common stock at a price below the current net asset
value per share for such stock unless, among other conditions, the
policy and practice of making such sales is approved by holders of a
majority of the outstanding voting securities, as well as the holders
of a majority of the outstanding voting securities who are not
affiliates. In addition, a majority of the directors who are not
"interested persons" of the Company must first determine that any such
sale would be in the best interest of the company and the
stockholders, and in consultation with the underwriter, that the
offering price would be not less than a price that closely
approximates the market price less any distributing discount or commission.

     As a business development company, our primary goal is to
increase our net assets by investing in private development stage or
start-up companies that possess or will likely identify emerging and
established technologies and markets for those technologies. These
private businesses are thinly capitalized, unproven, small companies
that lack management depth, are dependent on new, commercially
unproven technologies and have no history of operations. It is the
goal of the Company to assemble a diverse portfolio of companies with
strategic information and communications technologies or applications,
which will leverage the combined talents of our experienced management
team to incubate these companies and seek to enhance shareholder
value.  As a result, the Company will focus on making equity and not
debt investments.

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

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

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

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

(a)  Valuation Methodology.

     We will determine the value of each investment in our portfolio
on a quarterly basis, and changes in value result in unrealized gains
or losses being recognized.  At December 31, 2004, 85.4% of our total
assets represented an investment in Perfect Turf, Inc., our sole
Portfolio Company at such date, at fair value.  Fair value is defined
in Section 2(a)(41) of the 1940 Act as (i) the market price for those
securities for which a market quotation is readily available and (ii)
for all other securities and assets, fair value is as determined in
good faith by the board of directors.  Since there is typically no
readily ascertainable market value for the investments in our
portfolio, we value substantially all of our portfolio investments at
fair value as determined in good faith by the board of directors
pursuant to a valuation policy and a consistently applied valuation
process.  Because of the inherent uncertainty of determining the fair
value of investments that do not have a readily ascertainable market
value, the fair value of our investments determined in good faith by
the board of directors may differ significantly from the values that
would have been used had a ready market existed for the investments,
and the differences could be material.

     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.

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

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

(b)  Risk Factors.

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

     - The ongoing global economic uncertainty, coupled with war or the
       threat of war;

     - Risks associated with possible disruption in our operations due
       to terrorism;

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

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

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

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

     (2)  Our Portfolio of Investments Will Be Illiquid.

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

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

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

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

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

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

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

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

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

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

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

     (6)  Changes in Interest Rates May Affect the Cost of Capital and
Net Investment Income.

     Because the Company can borrow money to make investments, the net
investment income before net realized and unrealized gains or losses,
or net investment income, can be dependent upon the difference between
the rate at which the Company borrow funds and the rate at which the
Company invest these funds. As a result, there can be no assurance
that a significant change in market interest rates will not have a
material adverse effect on our net investment income. In periods of
rising interest rates, the cost of funds would increase, which would
reduce the net investment income.  The Company can use a combination
of long-term and short-term borrowings and equity capital to finance
our investing activities.

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

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

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

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

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

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

     (10)  The Securities We Hold in Our Portfolio Companies are
Subject to Restriction on Resale.

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

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

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

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

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

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

     (13)  Our Common Stock Price May Be Volatile.

     The trading price of our common stock may fluctuate
substantially. The price of the common stock may be higher or lower
than the price you pay for your shares, depending on many factors,
some of which are beyond our control and may not be directly related
to our operating performance.  These factors include the following:

     - Price and volume fluctuations in the overall stock market from
       time to time;

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

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

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

     - General economic conditions and trends;

     - Loss of a major funding source; or

     - Departures of key personnel.

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

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

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

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

     There has been only a limited public market for the common stock
of the Company.  Our common stock is currently traded on the Over the
Counter Bulletin Board.  As a result, an investor may find it
difficult to dispose of, or to obtain accurate quotations as to the
market value of our securities.  The regulations governing penny
stocks, as set forth above, sometimes limit the ability of broker-
dealers to sell the Company's common stock and thus, ultimately, the
ability of the investors to sell their securities in the secondary market.

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

Description of Portfolio Company.

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

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

     The Portfolio Company 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.

     Artificial Turf has the following advantages over traditional natural
grasses:

     LOWER MAINTENANCE COSTS - Artificial turf requires no mowing,
     watering, fertilizing, or re-seeding. Regular maintenance
     involves brushing or vacuuming with rented, leased or owned
     equipment.  Watering a typical sand based football or soccer
     field can require 1.0 to 4.0 million gallons of water per year
     along with the appropriate fertilizers, herbicides and
     pesticides.

     SURFACE AVAILABILITY - Traditional grass surfaces need time to
     recover from heavy usage where as artificial surfaces are
     designed to withstand frequent usage and do not become muddy in
     wet weather.  Studies of facilities that have converted natural
     fields to synthetic turf suggest that field usage can increase by
     a factor of three.

     INJURIES - A study by the National Football League concluded that
     there were slightly fewer serious injuries on artificial turf
     compared to natural grass, while synthetic fields reported more
     minor injuries.  (Serious injury is one causing a player to miss
     one or two games.)

     ENVIROMENTAL FRIENDLINESS - In addition to the environmental
     advantages that come from lower water usage, the removal of the
     need for significant amounts of fertilizer and pesticides means
     less chance of contaminating groundwater.  In addition, synthetic
     turf is commonly made of recycled materials.

As demand for grass alternatives continues to expand, more potential
consumers of the Portfolio Company's products will turn to alternative
solutions such as:

     Sports -Practice and game fields, playgrounds and other
recreational facilities.

     Child Care Centers - Play area surfaces both indoor and outdoor,
playgrounds.

     Landscaping Contractors and Suppliers - Landscaping applications
such as landscape planting islands, road medians.

     Home Solutions Companies - Such as Home Depot, Menards, Lowes

     Golf Courses / Driving Ranges

     Housing Developments

     The Portfolio Company sells and distributes its artificial turf
and related products through regional distributors under a written
contract with the Portfolio Company defining the duties, territory and
pricing policies governing the distributor's relationship with the
Portfolio Company.

     The Company formerly announced two new products subsequent to the
end of the 2003 fiscal year, Turf KoatT and ParvoStopT.  Turf KoatT is
an environmentally responsible antimicrobial preservative that is
effective against a broad spectrum of harmful microorganisms that can
accumulate on artificial turf and other play surfaces.  ParvoStopT is
an environmentally friendly antimicrobial liquid that is effective for
controlling the Parvocanine virus in animal shelters.  The Portfolio
Company is preparing marketing plans for these new products, for sale
and distribution to its current customers, and across various web
channels.

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

     The Company obtains its artificial turf products exclusively from
Avery Sports Turf, Inc., which manufactures the products according to
technologies and processes unique to that manufacturer.  The
antimicrobial products recently introduced by the Portfolio Company
are formulated and produced for the Portfolio Company by Biomatrix
International, Inc., of Princeton, Minnesota, under an exclusive
arrangement with the Portfolio Company.  The Portfolio Company
believes the quality and unique characteristics of the turf and
antimicrobial products produced by these manufacturers justifies the
Portfolio Company's reliance upon them as sole providers of the
Portfolio Company's materials.

     The Portfolio Company is not dependent on one or a few major
customers.

     The Portfolio Company employs common law trademarks for its Turf
KoatT and ParvoStopT products, which it intends to register during the
2004 fiscal year. In addition the Portfolio Company maintains certain
Internet web domains that are the sole and exclusive property of the
Portfolio Company, including www.sturf.com.  In addition, there are no
patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts.

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

     The Portfolio Company is not aware of any existing or probable
governmental regulations of an extraordinary nature pertaining to its
on the business, other than normal and ordinary regulations pertaining
to a small business enterprise such as the Portfolio Company.  In
addition, the Portfolio Company's business does not involve any costs
or effects of compliance with environmental laws (federal, state or
local environmental laws.)

     The Portfolio Company has not expended any amount spent during
each of the last two fiscal years on research and development
activities, and if applicable the extent to which the cost of such
activities are borne directly by customers.

Employees.

     As of December 31, 2004, the Company and its sole Portfolio
Company had no employees.  The Company plans to hire employees during
the next 12 months as the need arises.

ITEM 2.  DESCRIPTION OF PROPERTY.

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

ITEM 3.  LEGAL PROCEEDINGS.

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

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

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

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

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

     The Company's Board of Directors unanimously approved a proposal
to change the name of the Company from "Synthetic Turf Corporation of
America" to "City Capital Corporation" and to amend and restate its
articles of incorporation.  As of the close of business on December 3,
2004, the record date for shares entitled to notice of and to sign
written consents in connection with the foregoing actions, there were
2,158,080 (215,808,038 pre-split) shares of our common stock, and
101,259 (10,125,934 pre-split) shares of our Series A Preferred Stock,
issued and outstanding.  Each share of our common stock was entitled
to one vote in connection with the foregoing actions. Each share of
our Series A Preferred Stock was entitled to 25 votes in connection
with the foregoing action.  The Company received the written consent
of a majority of the voting power associated with the common stock for
this corporate action.

PART II.

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

Market Information.

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

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

                                                 High      Low

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

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2003

                                                 High      Low

Quarter Ended December 31, 2003                  3.00      2.00
Quarter Ended September 30, 2003                 4.00      2.00
Quarter Ended June 30, 2003                      7.00      2.00
Quarter Ended March 31, 2003                     3.00      1.00

Holders of Common Equity.

     As of March 31, 2005, the Company had approximately 747
shareholders of record.  The number of registered shareholders
excludes any estimate by us of the number of beneficial owners of
common shares held in street name.

Dividend Information.

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

Sales of Unregistered Securities.

     Except as follows, all sales of unregistered (restricted) securities
during the fiscal  year ended on December 31, 2004 have been previously
reported either in a Form  10-QSB or in a Form 8-K:

     (a)  On March 24, 2004, and before the  reclassification of its issued and
outstanding shares, the Company sold 6,000  (600,000 pre-split) shares of
common stock to accredited investors for cash of  $3,000 ($0.50 per share)
(these amounts were incorrectly reported in the March  31, 2004 Form 10-QSB).

     (b)  From  May 13, 2004 through December 15, 2004, the Company sold ninety
day 9.5%  convertible notes to 12 investors for total consideration of
$238,550.

     These notes are convertible at a discount to market at the time of
conversion (70% of closing price on the day prior to conversion).  On June 30,
2004, the note holders  converted a total of $77,500 of the principal debt with
the issuance of 77,500  shares of common stock.  However,  the remainder of the
principal amount has not been repaid when it came due, and,  as a result of
discussions with the note holders, the notes have extended at the  consent of
both parties.  It is the Company's intention to pay off  these notes in the near
future. No commissions were paid in connection with any of these sales.  These
sales were undertaken under Rule  506 of Regulation D under the Securities Act
of 1933, as amended ("Act").  Each of the transactions did not involve  a
public offering and each of the investors represented that he was an
"accredited" or sophisticated" investor as defined in Rule 502 of Regulation D.

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

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

Overview.

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

     The Company transferred its assets and liabilities pertaining to
the previous business to a wholly owned subsidiary, Perfect Turf, Inc.
As a result, the results of operations do not reflect a comparison of
the previous year but the operations as two different periods with
disparate accounting principles being applicable within the year.  For
discussion purposes, the period January 1, 2004, through November 30,
2004, during which the Company was not a BDC, will be referred to as
"Period One" and the period December1, 2004, through December 31,
2004, will be referred to as "Period Two".

Results of Operations.

     Because the Company has elected to be regulated as a business
development company under the 1940 Act, the comparability of our
results of operations is impacted by our changes in business strategy
during these periods.  The results of operations reflected in this
discussion include the operations of the Company for the past two years.

(a)  Revenues.

     For the years ended December 31, 2004, and 2003, the Company
reported total operating revenues of 71,592 in Period One and zero in
Period Two of 2004, and zero for 2003. The discontinued entity had
sales of $339,527 for the year ending 2003.  Revenues were down due to
the discontinued operations.

(b)  Selling, General and Administrative Expenses.

     The Company incurred total selling, general and administrative
expenses of $384,251 during Period One and $56,306 during Period Two
(total of $440,557) for the year ended December 31, 2004, as compared
to $536,978 for the fiscal year ended December 31, 2003.  This
represents a decrease of $96,421 or approximately 18% in such
expenses.  Included in such expenses during Period One is stock for
services of $167,500. The variance between the fiscal years is the
result of the reduction of general operating expenses during the year

(c)  Depreciation and Amortization.

     Depreciation and amortization for both periods in the year ended
December 31, 2004, was zero for the Company compared to $38,868 for
the year 2003. The variance between the fiscal years is the result of
the acquisition in early 2003 of depreciable assets.

(d)  Interest Expense.

     The Company incurred interest expense of $64,633 for Period One
and $7,504 for Period Two (total of $72,137) in the fiscal year ended
December 31, 2004, compared with such charges of $62,262 in the year
ended December 31, 2003, representing an increase of $9,875 or
approximately 16%. The variance between the fiscal years is the result
of increased accrual of interest bearing indebtedness in 2004.

(e)  Net Operating Loss Carryforward.

     For the fiscal year ending December 31, 2004, the Company had a
net operating loss carryforward of approximately $ 10,058,000 as
compared with approximately $9,101,000 for the previous fiscal year.
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, which 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 and
possible change in control of the Company.  The increase in net
operating loss carryforward is the result of the Company's operating
loss experienced in 2004.

(f)  Net Loss.

     The Company recorded a net loss from continued operations of
$447,146 for Period One and $63,785 for Period Two (total of $510,931)
for the fiscal year ended December 31, 2004, as compared to a net loss
of $850,777 for the fiscal year ended December 31, 2003, a decrease of
$339,846 or approximately 40%.  The decrease was due primarily to
lower write-downs of select assets and reduced selling, general, and
administrative expenses.

(g)  Extraordinary Item.

     The extraordinary item of $250,148 in 2003 resulted from
the restructuring of certain debt owed by the Company to a former
officer.  The transaction included the issuance of 97,500 (9,750,000 pre
split) shares of the Company valued at $39,000

Factors That May Affect Operating Results.

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

     - market acceptance of and changes in demand for products and
       services;

     - a small number of customers account for, and may in future
       periods account for, substantial portions of our revenue, and
       revenue could decline because of delays of customer orders or the
       failure to retain customers;

     - gain or loss of clients or strategic relationships;

     - announcement or introduction of new services and products by us
       or by our competitors;

     - price competition;

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

      - the ability to introduce and market products and services in
        accordance with market demand;

     - changes in governmental regulation; and

     - reduction in or delay of capital spending by clients due to the
       effects of terrorism, war and political instability.

     We believe that our planned growth and profitability will depend
in large part on the ability to promote its services, gain clients and
expand its relationship with current clients.  Accordingly, we intend
to invest in marketing, strategic partnerships, and development of its
client base.  If we are not successful in promoting our services and
expanding our client base, this may have a material adverse effect on
our financial condition and the ability to continue to operate the
business.

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

(a)  Competition.

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

(b)  Dependence on Suppliers.

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

(c)  Technological and Market Changes.

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

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

(d)  Key Personnel.

     Our success is largely dependent on the personal efforts
and abilities of its senior management.  The loss of certain members
of our senior management, including our chief executive officer, could
have a material adverse effect on the Company's business and prospects.

     We intend to recruit in fiscal year 2005 employees who are
skilled in our industry.  The failure to recruit these key personnel
could have a material adverse effect on our business.  As a result, we
may experience increased compensation costs that may not be offset
through either improved productivity or higher revenue.  There can be
no assurances that we will be successful in retaining existing
personnel or in attracting and recruiting experienced qualified personnel.

(e)  Operation as a Business Development Company.

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

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

(f)  Limitations on Liability and Indemnification.

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

Operating Activities.

     The net cash used in operating activities was $1,557 (Period One
and Period Two) for the year ended December 31, 2004 compared to
$82,826 for the year ended December 31, 2003, a decrease of $81,269.
A significant portion of cash used in the year ended December 31, 2004
is attributed to stock issued for expenses.

Investing Activities.

     Net cash used in investing activities was $199,395 (Period One)
and $15,792 (Period Two) for the year ended December 31, 2004 as
compared to $0 during the year ended December 31, 2003 as a result of
investments made by the Company.  These loans represent the principal
portion of the investment of $280,234, and are comprised of an
investment by the Company in the Portfolio Company in the amount of
$239,532 (through the Contribution Agreement) and a loan by the
Company to InZon Corporation in the amount of $40,792.

Liquidity and Capital  Resources.

     As of December 31, 2004, the Company had no current assets and liabilities
of $1,209,690.  During the years ended December 31, 2004 and  2003, the Company
incurred net losses of $510,931 (Period One and Period Two)  and $909,199,
respectively, and the Company has an accumulated deficit of  $63,785 as of
December 31, 2004.  These factors raise substantial doubt as to the Company's
ability to  continue as a going concern.

     The accompanying financial statements have been prepared assuming that the
Company  continues as a going concern that contemplates the realization of
assets and the  satisfaction of liabilities in the normal course of business
assuming the  Company will continue as a going concern.  However, the ability
of the Company to continue as a going concern on a  longer-term basis will be
dependent upon its ability to generate sufficient cash  flow from operations to
meet its obligations on a timely basis, to retain its  current financing, to
obtain additional financing, and ultimately attain  profitability.
Our current cash flow from operations will  not be sufficient to maintain our
capital requirements for the next twelve  months.  Accordingly, we will need
to continue raising capital through either debt or equity instruments.  We
believe we will need to raise up to  $5,000,000 within the next twelve months
 so we may continue executing our  business plans.  Whereas the Company has in
the past in raised  capital, no assurance can be given that these sources of
financing will continue  to be available to us and/or that demand for our
equity/debt instruments will be  sufficient to meet its capital needs, or that
financing will be available  on terms favorable to the Company.  The financial
statements do not include  any adjustments relating to the recoverability and
classification of liabilities  that might be necessary should the Company be
unable to continue as a going  concern.

     If funding is insufficient at any time in the future, we may not be able
to take advantage of business opportunities or respond to competitive
pressures, or may be required to reduce the scope of our planned product
development and marketing efforts, any of which could have a negative impact on
its business and  operating results. In addition, insufficient funding may have
a material adverse  effect on our financial condition, which could require us
to:

     - curtail operations significantly;

     - sell significant assets;

     - seek  arrangements with strategic partners or other parties that
       may require the  company to relinquish significant rights to products,
       technologies or markets;  or

     - explore other strategic alternatives including a merger or sale of
       the  Company.

To the extent that we raise additional capital through the sale of  equity or
convertible debt securities, the issuance of such securities may  result in
dilution to existing stockholders. If additional funds are raised  through the
issuance of debt securities, these securities may have rights,  preferences
and privileges senior to holders of common stock and the terms of  such debt
could impose restrictions on our operations. Regardless of whether our  cash
assets prove to be inadequate to meet our operational needs, we may seek to
compensate providers of services by issuance of stock in lieu of cash, which
may also result in dilution to existing shareholders.

The Company has been  successful in obtaining cash resources through private
placements.  Financing activities provided cash of $241,550  during the year
ended December 31, 2004, and included the sale of common stock  for $3,000 and
the sale of convertible notes for $238,550.

Inflation.

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

Other.

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

Off Balance Sheet Arrangements.

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

Critical Accounting Policies.

     The SEC has issued Financial Reporting release No. 60,
"Cautionary Advice Regarding Disclosure About Critical Accounting
Policies" ("FRR 60"); suggesting companies provide additional
disclosure and commentary on their most critical accounting policies.
In FRR 60, the SEC defined the most critical accounting policies as
the ones that are most important to the portrayal of a company's
financial condition and operating results, and require management to
make its most difficult and subjective judgments, often as a result of
the need to make estimates of matters that are inherently uncertain.
Based on this definition, the Company's most critical accounting
policies include: (a) the use of estimates; (b) valuation of
investments; and (c) non-cash compensation valuation.  The methods, estimates
and judgments the Company uses in applying these most critical accounting
policies have a significant impact on the results reported in its financial
statements.

(a)  Use of Estimates.

     The preparation of these financial statements requires our
company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis,
we evaluate these estimates, including those related to revenue
recognition and concentration of credit risk. We base our estimates on
historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under
different assumptions or conditions.

(b)  Valuation of Investments.

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

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

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

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

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

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

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

(c)  Non-Cash Compensation Valuation.

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

     On November 20, 2002, the Company's board of directors adopted
the Amended and Restated Employee Stock Incentive Plan.  On January
19, 2003, the Company filed with the SEC a registration statement on
Form S-8 for the purpose of registering 20,000,000 common shares
issuable under this plan.  However, since the Company has now
converted to a BDC, it will no issue any further compensation under
this plan, or any other stock compensation plan of the Company.

Forward Looking Statements.

     Information in this Form 10-KSB contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended.  When used in this Form 10-KSB, the words "expects,"
"anticipates," "believes," "plans," "will" and similar expressions are
intended to identify forward-looking statements.  These are statements
that relate to future periods and include, but are not limited to,
statements regarding our adequacy of cash, expectations regarding net
losses and cash flow, statements regarding our growth, our need for
future financing, our dependence on personnel, and our operating expenses.

     Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those projected. These risks and uncertainties include, but are
not limited to, those discussed above, as well as risks related to our
ability to market fluctuations and our ability to obtain future
financing, and the risks set forth under "Factors That May Affect Our
Results."  These forward-looking statements speak only as of the date
hereof.  The Company expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in its expectations
with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

ITEM 7.  FINANCIAL STATEMENTS.

     Financial statements as of and for the year ended December 31,
2004, and for the year ended December 31, 2003 are presented in a
separate section of this report following Item 14.

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

      None.

ITEM 8A.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

     The Company maintains disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities
Exchange Act of 1934, as amended) that are designed to ensure that
information required to be disclosed in our periodic reports filed
under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to our
management, including our chief executive officer, to allow timely
decisions regarding required disclosure.

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

     Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, will be or have been detected.
These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because
of simple error or mistake.  Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of
two or more people, and/or by management override of the control.  The
design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals
under all potential future conditions; over time, controls may become
inadequate because of changes in conditions, and/or the degree of
compliance with the policies and procedures may deteriorate. Because
of the inherent limitations in a cost-effective internal control
system, misstatements due to error or fraud may occur and not be
detected.

Changes in Disclosure Controls and Procedures.

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

ITEM 8B.  OTHER INFORMATION.

Subsequent Events.

     On December 28, 2004, the Company signed an agreement with Ajax
Enterprises, LLC whereby the Company would issue an $850,000 9.5%
convertible Note convertible into shares of its common stock.
Subsequent to the signing of this agreement, Ajax did not fund the
note and the transaction was therefore rescinded on February 4, 2005.
The Company has elected, at this time, not to pursue remedies, if any,
which it may have against Ajax Enterprises, LLC.

PART III.

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

Directors and Executive Officers.

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

     There are no family relationships between any two or more of our
directors or executive officers. There are no arrangements or
understandings between any two or more of our directors or executive
officers. There is no arrangement or understanding between any of our
directors or executive officers and any other person pursuant to which
any director or officer was or is to be selected as a director or
officer, and there is no arrangement, plan or understanding as to
whether non-management shareholders will exercise their voting rights
to continue to elect the current board of directors. There are also no
arrangements, agreements or understandings between non-management
shareholders that may directly or indirectly participate in or
influence the management of our affairs.  There are no other promoters
or control persons of the Company.  There are no legal proceedings
involving the executive officers or directors of the Company.

     Gary Borglund and Richard Overdorff were appointed to the board
of directors on February 6, 2001.  On July 15, 2002, Gregory Johnson
resigned as the president and CEO of the Company; at that time, Mr.
Borglund was appointed president and continued in his role of chairman
of the board.  Mark Crist was appointed to the board of directors on
May 15, 2002 and resigned December 6, 2004.  On September 30, 2002,
Lowell Holden resigned from the board of directors and as CFO of the
Company.  Richard Dunning joined the board of directors on March 31,
2003 and resigned on January 23, 2003.  On December 6, 2004 Patrick
Charles was appointed to the board of directors of the Company.

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

     Mr. Borglund, age 57, has over ten years of professional
experience in new ventures as a principal and executive, as well as
ten years as a consultant.  Since 1998, Mr. Borglund has worked
exclusively with early stage development, high tech and Internet
companies.  Mr. Borglund serves on several boards of directors for
public and private companies and remains in these capacities with
regard to the companies to date. Mr. Borglund was Vice President of
Marketing for Greenhaven Marketing from 1991 to 1996 and a Director of
Red Oak Management from 1996 to 2000.  Since joining the Company, he
has dealt with issues regarding funding and the restructuring of debt.
Mr. Borglund attended the University of Minnesota.

(b)  Richard Overdorff, Director.

     Mr. Overdorff, age 62, brings a broad base of experience in
multiple disciplines for application to corporate planning and
operations.  His business career includes corporate management with an
international airline, serving as a Management Consultant to blue chip
corporations with Golightly & Co International of New York City, and
the management of a financial services practice providing investment
services to individuals and closely held businesses.  A 1967 MBA
graduate in Marketing and Finance from Penn State University, he
earned the designation of Certified Financial Planner in 1984, is
licensed as a Securities Principal, an Insurance Broker and a
California Real Estate Broker.  For the past fourteen years, Mr.
Overdorff has been an Independent Registered Representative with
TransAm Financial Group, Inc.  He is a member of the Financial
Planning Association, on the Board of the Orange County Financial
Society and a Board Member of the Irvine Valley College Foundation
Board of Governors.

(c)  Patrick Charles, Director.

     Mr. Charles, age 43, has a widely varied background in business
development.  In 1999, he co-founded Digidine, a telecom company with
a digital dining guide that was later acquired. From May 2001 to July
2003, Mr. Charles was a partner in Spirit 32 Development, Inc., a
telecom software company.  For the period of July 2003 to present, he
has been a principal in Project Funding Partners LLC, a merchant
banking firm.  During the early 1990's, Mr. Charles was involved in
many entrepreneurial efforts.  He was engaged by Coca-Cola USA to
deploy and execute its "Presence Marketing" campaigns during Super
Bowls XXVIII, XXIX and XXX.  Mr. Charles also provided the same
services for the World Cup Soccer games of 1994 for the benefit of
Coca-Cola USA. He spent eight years on Wall Street the last three at
Cantor Fitzgerald Securities Corp.  Mr. Charles graduated from the
Univ. of Delaware in 1983 with B.A. in Political Science.

Compliance with Section 16(a) of the Exchange Act.

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

     Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to us under Rule 16a-3(d) during fiscal 2004, and
certain written representations from executive officers and directors,
the Company is aware of the following required reports that have not
been timely filed: a Form 3 to cover the appointment of Mr. Charles to
the board of directors on December 3, 2004 (this form has been
prepared and filed with the SEC).  Other than this, the Company is
unaware of any other required reports that were not timely filed.

Investment Committee.

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

Other Committees of the Board Of Directors.

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

Code of Ethics.

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

ITEM 10.  EXECUTIVE COMPENSATION.

     The following table sets forth certain information relating to
the compensation paid by the Company during the last three fiscal
years to the Company's president.  No other executive officer of the
Company received total salary and bonus in excess of $100,000 during
the fiscal year ended December 31, 2004, and the two prior fiscal years.

                    Summary Compensation Table.



<TABLE>
<CAPTION>
                           Annual compensation                      Long-term Compensation
                                                                 Awards           Payouts
Name and                                  Other           Restricted   Securities
principal                                 annual            stock     underlying       LTIP    All other
position       Year     Salary   Bonus   compensation     award(s)    options/SARs(1) payouts compensation
                          ($)     ($)       ($)             ($)           (#)           ($)       ($)
  (a)           (b)       (c)     (d)       (e)             (f)           (g)           (h)       (i)
<S>            <C>      <C>       <C>     <C>             <C>         <C>             <C>       <C>
Gary Borglund,  2004    $55,069(2)  -      -               -           -               -         -
president (1)   2003    $ 9,800     -      -               -           -               -         -
2004            2002    $24,000     -      -               -           -               -         -

Gregory T.      2003          -     -      -               -           -               -         -
Johnson,        2002    $60,000(3)  -      -               -           -               -         -
President
</TABLE>



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

(2)  The Company has accrued but not paid $44,000 for Mr. Borglund.

(3)   Mr. Johnson resigned as president on July 15, 2003.

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

Other Compensation.

     There are no annuity, pension or retirement benefits proposed to
be paid to officers, directors, or employees of the Company in the
event of retirement at normal retirement date as there was no existing
plan as of December 31, 2004, provided for or contributed to by the
Company.

Employment Agreement.

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

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

Security Ownership.

     The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as of
March 31, 2005 (2,653,458 shares issued and outstanding) by (i) all
stockholders known to the Company to be beneficial owners of 5% or
more of the outstanding common stock; and (ii) all directors and
executive officers of the Company as a group:

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

Common Stock      Gary Borglund                    37,500          1.41%
                  2535 Pilot Knob Road
                  Suite 118
                  Mendota Heights, MN 55120

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

Common Stock      Richard Overdorff                 3,000 (3)      0.11%
                  2535 Pilot Knob Road
                  Suite 118
                  Mendota Heights, MN 55120

Common Stock      Shares of all directors and      40,500          1.53%
                  executive officers as a
                  group (3 persons)

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

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

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

Securities Authorized for Issuance under Equity Compensation Plans.

     The Company has adopted two equity compensation plans, neither of
which has been approved by the Company's shareholders:

(a)  Employee Stock Incentive Plan.

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

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

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




<TABLE>
<CAPTION>
                                    Equity Compensation Plan Information
                                            December 31, 2004
                                                                                 Number of
                                                                                 securities
                                                                                 remaining
                                 Number of                                   available for future
                              securities to be                                  issuance under
                                 issued up               Weighted-average           equity
                               exercise of             exercise price of         compensation
                               outstanding               outstanding            plan (excluding
                             options, warrants         options, warrants      securities reflected
                               and rights                 and rights             in column (a)
Plan category                     (a)                       (b)                      (c)
<S>                            <C>                     <C>                        <C>
Equity compensation plans
approved by security holders    0                       0                          0

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

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


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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

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

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

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

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

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

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

     (d)  During the year 2003, Mr. Borglund commenced a month-
to-month sublease of office space for $300 per month on behalf of the
Company.  This agreement was terminated on February 29, 2004 when the
company commenced occupying space leased by Avery Sports Turf, Inc.
On March 1, 2004, the Company occupied office space located in Mendota
Heights, Minnesota that is under lease to that affiliated company.
The Company pays 50% of the total monthly rent of $1,253.

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

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

     Under the agreement, Mr. Borglund is to be granted options to
purchase 50,000 shares of the Company common stock (the term of the
option is ten years and will vest 25% annually beginning on the first
anniversary of the effective date.  The stock option price shall be
the fair market value of the Company's common stock on the effective
date.  These options have not yet been granted.

     (g)  Through November 2004, the Company bought artificial turf
products from Avery Sports, among other companies.

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

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

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

ITEM 13.  EXHIBITS.

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

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.

     The aggregate fees billed for each of the last two fiscal years
for professional services rendered by George Brenner, CPA for the
audit of the Company's annual financial statements, and review of
financial statements included in the company's Form 10-QSB's: 2004:
$17,500; 2003: $6,148.

Audit-Related Fees.

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

Tax Fees.

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

All Other Fees.

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

Audit Committee.

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

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

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

                                SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       City Capital Corporation



Dated: April 25, 2004                  By: /s/  Gary Borglund
                                       Gary Borglund, President


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


Signature                    Title                             Date

/s/ Gary Borglund        President/Secretary/Treasurer     April 25, 2005
Gary Borglund            /Chief Financial Officer
                         (principal financial and
                         accounting officer)/Director

/s/ Richard Overdorff    Director                          April 25, 2005
Richard Overdorff

/s/ Patrick Charles      Director                          April 25, 2005
Patrick Charles

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

           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
of City Capital Corporation

I have audited the accompanying balance sheet and statement of
investments of City Capital Corporation ("Company") as of December 31,
2004, and the related statements of operations, changes in stockholders
deficit and cash flows for the periods December 1, 2004 (date of conversion to
a Business Development Company - "BDC") to December 31, 2004 and
January 1, 2004 to November 30, 2004.  These financial statements are
the responsibility of the Company's management.  My responsibility is
to express an opinion on these financial statements based on my audit.

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

As set forth in the "Schedule of Investments" and Note 2, "Valuation of
Investments" included in the financial statements, investments amounting to
$280,324 (100% of total assets) at December 31, 2004 have been valued at fair
value as determined by the Board of Directors.  I have reviewed the procedures
applied by the Board of Directors in valuing such investments and have
inspected underlying documentation; while in the circumstances the
procedures appear to be reasonable and the documentation appropriate,
determination of fair value involves subjective judgment which is not
susceptible to substantiation by the audit process.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the
Company as of December 31, 2004, and the results of its operations and
cash flows for the periods December 1, 2004 (date of conversion to a
BDC) to December 31, 2004 and January 1, 2004 to November 30, 2004, in
conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 2
to the financial statements, the Company has suffered recurring losses
from operations and negative cash flows.  These factors, among others,
raise substantial doubt about the Company's ability to continue as a
going concern.  Management's plans in regard to these matters are also
described in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

The accounting principles used in the preparation of the financial
statements as of and for the period December 1, 2004 (date of
conversion to a BDC) to December 31, 2004 under the Investment Company
Act of 1940 are different than those used for prior periods and
therefore such statements are not directly comparable.


/s/  George Brenner, CPA
April 20, 2005
Los Angeles, CA


                        CITY CAPITAL CORPORATION
             (formerly Synthetic Turf Corporation of America)
                             BALANCE SHEET
                           DECEMBER 31, 2004

                                ASSETS

Investment and advances in portfolio
  company at fair market value as of
  December 31, 2004                                             $    257,657
Investment - InZon                                                    40,792

Total Assets                                                    $    298,449

                  LIABILITIES AND STOCKHOLDERS' DEFICIT

Bank overdraft                                                           773
Notes payable including accrued interest of $263,666                 700,814
Accounts payable and accrued expenses                                225,553
Accrued consulting-officer                                            44,000
Convertible debentures                                               238,550

Total Liabilities                                                  1,209,690

Stockholders' Deficit
Common stock, $0.001 par value;
   authorized 235,000,000 shares;
   issued and outstanding 2,233,458 shares                             2,233
Preferred stock, $0.001 par value
   authorized 15,000,000 shares;
   issued and outstanding 101,259                                        101
Additional paid-in capital                                          (849,790)
Accumulated deficit-December 1,2004                                  (63,785)

Total Stockholders' Deficit                                         (911,241)

Total Liabilities and Stockholders' Deficit                          298,449

Net Asset Deficit Value per Share                                    (0.4080)

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


                               CITY CAPITAL CORPORATION
                  (formerly Synthetic Turf Corporation of America)
                               STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                 Prior to BDC Conv.       As a BDC          Prior Year
                                                Jan 1-Nov 30, 2004     Dec 1-30, 2004         2003
<S>                                             <C>                    <C>                  <C>
Sales                                          $       71.592          $          --        $       --
Cost of sales                                          69,854                     --                --

   Gross Profit (Loss)                                  1,738                     --                --

Selling, general and administrative expenses          384,251                 56,306           536,978
Depreciation and amortization                              --                                   38,868
Interest expense                                       64,633                  7,504            62,262
Settlement loss                                            --                                  105,849
Impairment write-down                                      --                                  111.132
Other (income)                                             --                    (25)           (4,312)
                                                      448,884                 63,785           850,777

Net (Loss) from Continuing Operations Before
    Income Taxes                                     (447,146)               (63,785)         (850,777)

Income tax expense (benefit)                               --                     --                --

Net (Loss) from Continuing Operations                (447,146)               (63,785)         (850,777)

(Loss) from discontinued operations                        --                     --          (308,570)

Extraordinary item
    Gain on extinguishment of debt                         --                     --           250,148

Net (Loss)                                           (447,146)               (63,785)         (909,199)

Basic and Diluted Loss per Common Share
    (Loss) from continuing operations                 (0.2139)               (0.0305)          (0.5161)
    (Loss) from discontinued operations                    --                     --           (0.1872)
    Income from extraordinary items                        --                     --            0.1517
 Net (Loss) per Share                                 (0.2139)               (0.0305)          (0.5516)

Weighted Average Number of Common Shares
    Used to Compute Net Income (Loss) per Share      2,090,814             2,090,814          1,648,461
</TABLE>



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


                                  CITY CAPITAL CORPORATION
                     (formerly Synthetic Turf Corporation of America)
                      STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)


<TABLE>
<CAPTION>
                           Common Stock         Preferred Stock       Additional                Net
                           Par Value $0.001     Par Value $0.001       Paid In              Stockholders'
                          Shares      Amount    Shares     Amount       Capital    Deficit    (Deficit)
<S>                       <C>         <C>       <C>        <C>        <C>          <C>          <C>
Balance at 12/31/02       1,201,666    1,202          --       --     $ 7,875,874   $(8,638,401)$ (761,325)

Issuance of common stock
   For cash at $1.00 to
      $1.75 per share       244,154      244                              326,006            --    326,250
   For services at $0.01 to
      $2.00 per share       276,260      276                              319,025            --    319,305
   For compensation to
      president at $0.50
       per share             75,000       75                               37,425            --     37,500
  For accounts payable
      $1.25 per share         8,000        8                                9,992            --     10,000
   For note payable at
     $0.40 per share         97,500       97                               38,903            --     39,000
   For note payable at
       $2.50 per share       16,000       16                               39,984            --     40,000
Net Loss for year                                                                      (909,199)  (909,199)
Balance at 12/31/03       1,918,580    1,918         --        --        8,647,213   (9,547,600)  (898,469)

Discontinued operations
      as of 1/1/04                                                         308,279                 308,279
Issuance of common/
     preferred stock
For services at
 $0.030to $1.50
   per share                338,000      338                               167,162           --    167,500
For cash at $0.50
      per share               6,000        6                                 2,994           --      3,000
For debt conversion
    at $1.00 per share       77,500       78                                77,422           --     77,500
Cancelled shares at
    $1.00 per share        (100,000)    (100)                              (99,900)          --   (100,000)
Cancelled shares
    at $1.30 per share       (7,000)      (7)                               (8,743)          --     (8,750)
For debt conversion
    at $0.10 per share                             101,259     101          50,529                  50,630
Net Loss Jan.1-Nov.30                                                                  (447,146)  (447,146)
Net Loss Dec 1-31 BDC                                                                   (63,785)   (63,785)
  Rounding stock spli           378
  Elimination of deficit
   at conversion to BDC                                                   (9,994,746) 9,994,746         --
Balance as of 12/31/04     2,233,458  $2,233       101,259     $101       $ (849,790)$  (63,785) $(911,241)
</TABLE>


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


                                 CITY CAPITAL CORPORATION
                    (formerly Synthetic Turf Corporation of America)
                                 STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                 Prior to BDC Status       As a BDC          Prior Year
                                                Jan 1-Nov 30, 2004      Dec 1-30, 2004         2003
<S>                                             <C>                    <C>                  <C>
Operating Activities
     Net (Loss)                                 $   (447,146)          $  (63,785)          $ (909,199)
   Less: net loss from discontinued operations            --                   --              308,570
   Less:  extraordinary item                              --                   --             (250,148)
     Net (loss) from continuing operations          (447,146)             (63,785)            (850,777)
     Adjustments to reconcile net loss
      to net cash required by operating activities:
    Settlement loss                                       --                   --              105,849
    Stock issued for expenses                        167,500                    -              356,805
Depreciation and amortization                             --                   --               38,868
Discontinued operations                              308,279                   --                   --
    Settlement loss                                 (105,849)                  --                   --
    Write off of impaired assets                          --                   --              111,132
Changes in operating assets and liabilities
   Receivables                                        (4,334)                  --                5,000
   Bank overdraft                                         --                  773               (3,871)
   Inventory                                           7,550                   --               (7,550)
   Due from affiliates                                    (0)                  --               (51,250)
   Note payable                                            0                   --                60,000
   Accounts payable and accrued expenses              72,448               63,007               152,968
      Total Adjustments                              445,594               63,780               767,951
Net Cash Used in Operating Activities                 (1,552)                  (5)              (82,826)
Investing Activities
  Loan to portfolio company                         (199,395)             (15,792)                   --
Financing Activities
  Sale of common stock                                 3,000                   --               326,250
  Convertible debentures, proceeds                   161,050                   --                77,500
  Notes proceeds                                      16,170               12,572                24,000
 Net Cash Provided by Financing Activities           180,220               12,572               427,750
Increase (Decrease) in Cash from
   Continuing Operations                             (20,727)              (3,225)              344,924

Net Change in Discontinued Operations                     --                   --              (320,972)

Cash:
  Beginning of Period                                 23,952                3,225                    --

  End of Period                                        3,225                    0                23,952

Supplemental Disclosure of
   Cash Flow Information:
  Cash paid for interest                                  --                   --
  Cash paid for income taxes                              --                   --
  Pay down of subsidiary's debt,
         16,000 shares at $2.50                           --               40,000
   Debt settlement - accounts payable
       Year ended December 31, 2004
          77,500  common shares  at $1.00 per share   77,500                   --
01,259 Preferred shares at $0.10 per share            50,630                   --
       Year ended December 31, 2003:
       77,200 shares at $1.00 to $2.00 per share          --               10,000
Partial pay down on notes payable converted
      97,500 shares at $0.40 per share                    --               39,000
</TABLE>



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


                          CITY CAPITAL CORPORATION
              (formerly Synthetic Turf Corporation of America)
                          SCHEDULE OF INVESTMENTS
                          As of December 31, 2004



<TABLE>
<CAPTION>
                                            Title of Securities            Percentage of
Portfolio Company          Industry           Held by Company                Class Held        Fair Value
<S>                        <C>              <C>                            <C>                 <C>
Perfect Turf, Inc          Artificial Turf      Common Stock               100%                 $239,532(1)

InZon Corporation          Voice over IP        Loan                       100%                  $40,792

Total Investments                                                                               $280,324
</TABLE>



(1) Fair value excludes advances of $$18,125.

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


                        CITY CAPITAL CORPORATION
            (formerly Synthetic Turf Corporation of America)
                     NOTES TO FINANCIAL STATEMENTS

NOTE 1:  HISTORY OF OPERATIONS

Business Activity.

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

NOTE 2:  CONTINUED EXISTENCE

The Company has not generated any significant revenue from continuing
operations during the years ended December 31, 2004 and 2003 and has
funded its operation primarily through the issuance of debt and
equity. Accordingly, the Company's ability to accomplish its business
strategy and to ultimately achieve profitable operations is dependent
upon its ability to obtain additional debt or equity financing.

These conditions raise substantial doubt about the Company's ability
to continue as a going concern. The consolidated financial statements
do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty.

The Company, as described above, is in the business of investing in
operations of other companies. There can be no assurance that the
Company will be successful in its new endeavor.

NOTE 3:  SIGNIFICANT ACCOUNTING POLICIES

Presentation.

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

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

All shares of stock have been adjusted in the financial statements and
footnotes to reflect the one share for one hundred shares reverse stock
split.  See Note 11: "Reverse stock split".

                See accompanying Registered Accountant's Report

Under the rules governing a BDC, the Company does not consolidate the
results of its portfolio companies but assigns a fair market value as
determined by the board of directors to these operations.  The results
of Perfect Turf, Inc., the sole portfolio company, is not included in
the statements of the Company and is carried only as an investment on
the balance sheet of the Company.

Stock Based Compensation.

Shares of the Company's common stock were issued for consulting and
marketing services under a "Non-Employee Directors and Consultant
Retainer Stock Plan".  These issuances are valued at the fair market
value of the services provided and the number of shares issued is
determined based upon what the price of the common stock is on the
date of each respective transaction.

Estimates.

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

Fair Value of Financial Instruments.

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

Income Taxes.

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

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

                See accompanying Registered Accountant's Report

Earnings (Loss) Per Share.

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

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

Since the fully diluted loss per share for 2004 and 2003 was
antidilutive, basic and diluted losses per share are the same.
Accordingly, options to purchase common stock issuable upon conversion
of a convertible debentures and preferred stock were not included in
the calculation of diluted earnings per common share.

Valuation of Investments

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

NOTE 4:  RECENT ACCOUNTING PRONOUNCEMENTS

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

                See accompanying Registered Accountant's Report

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

NOTE 5:  DISCONTINUTED OPERATIONS

On January 7, 2004, the Company discontinued the operations of its
subsidiary International Surfacing of Colorado, Inc.  The subsidiary
was disposed of effective on that date by way of a settlement
agreement with the two stockholders.

NOTE 6: TRANSFER OF ASSETS AND LIABILITIES TO SUBSIDUARY

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

NOTE 7:  INCOME TAXES

As discussed in Note 1, the Company adopted SFAS No. 109 effective
January 1, 1992.  One of the provisions of SFAS No. 109 enables
companies to record deferred tax assets for the benefit to be derived
from the utilization of net operating loss carryforwards and certain
deductible temporary differences.  At December 31, 2004 and 2003, the
tax effects of temporary differences that give rise to significant
portions of deferred tax assets are presented below by applying the
United States federal income tax rate of 34% to loss before income taxes:

                                              2004               2003

Net operating loss carryforwards              $3,268,000         $3,094,000

Less: valuation allowance                      3,268,000          3,094,000

                                                      --                 --

Due to operating losses incurred by the Company, the Company
established a related valuation allowance of $3,268,000 and $3,094,000
at December 31, 2004 and 2003, respectively.

                See accompanying Registered Accountant's Report

As of December 31, 2004, the Company has net operating loss
carryforwards of approximately $9,612,000 for federal income tax
return purposes, which expire in 2006 through 2023.  Additionally, the
Company has a $180,527 capital loss carry forward.  Benefit for these
contingent assets is dependent upon the Company's ability to generate
future earnings.  Any material change in corporate ownership will
greatly reduce the net operating loss carry forward.  The future tax
benefits for these tax assets are dependent upon the Company's ability
to generate future earnings.

NOTE 8:  RELATED PARTY TRANSACTIONS

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

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

The Company shares office space with an affiliate.

NOTE 9:  CONTINGENCIES

In January 2004, the Company was advised that the parties with whom
the Company negotiated a settlement and disposition of its former turf
installation business (See Note 5, "Discontinued Operations") are
dissatisfied with the results of the settlement transaction and have
not returned to the Company, for cancellation, the 100,000 restricted
shares of the Company's common stock as required by the settlement
agreement, notwithstanding the performance by the Company of the
obligations imposed on the Company by the settlement agreement.
Accordingly, the Company does not believe, based on its assessment,
that it is necessary to make any provisions in its financial
statements for any possible adverse result.

                See accompanying Registered Accountant's Report

NOTE 10: ISSUANCE OF PREFERRED SHARES

On December 1, 2004 the Company issued 101,259 shares of class A
preferred shares in exchange for the reduction of $50,630 of short-
term debt.  The preferred shares have a par value of $0.001.  Each
share of this class has 25 votes compared to one vote for each share
of common stock. On December 10, 2004 the preferred shares were
reverse split at the same ratio as the reverse split of the common
shares.  See Note 11.

NOTE 11: REVERSE STOCK SPLIT

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

NOTE 12:  INVESTMENT IN PORTFOLIO COMPANY

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

NOTE 13:  SUBSEQUENT EVENTS

On December 28, 2004, the Company signed an agreement with Ajax
Enterprises, LLC whereby the Company would issue an $850,000 9.5%
convertible Note convertible into shares of its common stock.
Subsequent to the signing of this agreement, Ajax did not fund the
note and the transaction was therefore rescinded on February 4, 2005.
The Company has elected not to pursue the remedies, if any, which it
may have against Ajax Enterprises, LLC.

                            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 (filed herewith).

3.9     Certificate of Amendment to Articles of Incorporation, dated
        December 10, 2004 (filed herewith).

3.10    Certificate of Amendment to Articles of Incorporation, dated
        December 10, 2004 (filed herewith).

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 (filed herewith).

21     Subsidiaries of the Company (filed herewith).

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

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

99     Audit Committee Charter, dated April 19, 2005 (filed herewith).