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

                                        FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 2005

                                            OR

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

                              COMMISSION FILE NUMBER: 33-5902

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

                Nevada                                          20-0420885
(State or Other Jurisdiction of Incorporation                (I.R.S. Employer
             or Organization)                               Identification No.)

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

                                    (651) 452-1606
                              (Company's Telephone Number)

             ______________________________________________________________
             (Former Name, Former Address, and Former Fiscal Year, if Changed
                                      Since Last Report)

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

     Indicate by check mark whether the Company is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act):  Yes
No     X      .

     Indicate by check mark whether the Company is a shell company
(as defined in Rule 12b-2 of the Exchange Act): Yes    No     X   .

     As of September 30, 2005, the Company had 2,993,743 shares of
common stock issued and outstanding.


                               TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                            PAGE

         ITEM 1.  FINANCIAL STATEMENTS

                  REVIEW REPORT OF INDEPENDENT REGISTERED
                  PUBLIC ACCOUNTING FIRM                                     3

                  BALANCE SHEETS AS OF
                  SEPTEMBER 30, 2005 AND DECEMBER 31, 2004                   5

                  STATEMENTS OF OPERATIONS
                  FOR THE THREE AND NINE MONTHS ENDED
                  SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004                  6

                  STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED
                  SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004                  7

                  SCHEDULE OF INVESTMENTS                                    8

                  NOTES TO FINANCIAL STATEMENTS                              9

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS             12

         ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK                                         28

         ITEM 4.  CONTROLS AND PROCEDURES                                   29

PART II - OTHER INFORMATION

         ITEM 1.  LEGAL PROCEEDINGS                                         30

         ITEM 2.  UNREGISTERED SALES OF EQUITY
                  SECURITIES AND USE OF PROCEEDS                            31

         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                           31

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
                  OF SECURITY HOLDERS                                       31

         ITEM 5.  OTHER INFORMATION                                         31

         ITEM 6.  EXHIBITS                                                  31

SIGNATURE                                                                   32

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

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

           REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
of City Capital Corporation, a Business Development Company

I have reviewed the accompanying balance sheet of City Capital
Corporation, a business development company ("BDC"), as of September
30, 2005, and the related statements of operations for the three and
nine months ended September 30, 2005 and 2004 and the statements of
cash flows for the nine-month periods then ended.  These financial
statements are the responsibility of the Company's management.

I conducted my review in accordance with standards of the Public
Company Accounting Oversight Board (United States).  A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States, the
objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, I do not express
such an opinion.

As set forth in the "Schedule of Investments" included in the
financial statements, investments amounting to $406,495 (100% of
total assets) at September 30, 2005 have been valued at fair value as
determined by the Board of Directors.  Determination of fair value
involves subjective judgment that is not susceptible to
substantiation by the audit process.

Based on my review, I am not aware of any material modifications that
should be made to the accompanying financial statements for them to
be in conformity with accounting principles generally accepted in the
United States.

As discussed in Note 3, certain conditions indicate that the Company
may be unable to continue as a going concern. The accompanying
financial statements do not include any adjustments to the financial
statements that might be necessary should the Company be unable to
continue as a going concern.

The accounting principles used in the preparation of the financial
statements for the nine months ended September 30, 2004 are prior to
the December 6, 2004 date when the Company converted to a BDC under
the Investment Company Act of 1940.  Because of this current and
prior periods are not directly comparable.


/s/  George Brenner, CPA
George Brenner, CPA
Los Angeles, California
November 11, 2005


                              CITY CAPITAL CORPORATION
                                  BALANCE SHEETS

                                      ASSETS

                                            September 30,        December 31,
                                                 2005               2004
                                             (Unaudited)          Audited

Cash                                          $    3,922         $          -
Investment and advances in portfolio
  company at fair market value                   366,703              257,657
Investment - InZon Corporation                    39,792               40,792

Total Assets                                     410,417              298,449

LIABILITIES AND STOCKHOLDERS' DEFICIT

Bank overdraft                                        --                  773
Notes payable including accrued interest;
   $326,191 as of September 30, 2005 and
   $263,666 as of December 31, 2004              935,363              700,814
Accounts payable and accrued expenses            307,073              225,553
Accrued consulting-officer                        90,000               44,000
Convertible debentures
including accrued interest;
$33,771 as of September 30, 2005 and $8,704
as of December 31, 2004                          310,321              238,550

Total Liabilities                              1,642,757            1,209,690

Stockholders' Deficit
Common stock, $0.001 par value;
   authorized 235,000,000 shares;
   issued and outstanding: 2,993,743
   as of September 30
   2005 and 2,233,458 as of
   December 31, 2004                               2,993                2,233
Preferred stock, $0.001 par value
   authorized 15,000,000 shares;
   issued and outstanding; 157,259
   as of September 30
   and 101,259 as of December 31, 2004               157                  101
Additional paid-in capital                      (603,326)            (849,790)
Accumulated deficit                             (632,164)             (63,785)

Total Stockholders' Deficit                   (1,232,340)            (911,241)

Total Liabilities and Stockholders' Deficit      410,417              298,449

Net Asset (Deficit) Value per Share              (0.4112)             (0.4080)

See accompanying notes to financial statements


                                 CITY CAPITAL CORPORATION
                                 STATEMENTS OF OPERATIONS
                                       (Unaudited)



<TABLE>
<CAPTION>
                                                         September 30,                 September 30,
                                                   As a BDC    Prior to BDC       As a BDC   Prior to BDC
                                                     2005         2004              2005         2004
<S>                                                  <C>          <C>               <C>          <C>
Sales                                                $       -    $   20,782        $      -     $  79,812
Cost of sales                                                -        18,0457              -        60,972
Gross Profit                                                 -         2,737               -        19,020
Selling, General, and Administrative Expenses          146,646        46,083         418,424       302,388
Debt Forgiveness                                             -             -         (11,650)            -
Interest and Bank Charges                               105,412       20,430         161,605        51,123

Total Expenses                                          252,058       66,513         568,379       353,511

Net Loss Before Income Taxes                           (252,058)     (63,776)       (568,379)     (334,491)

Income Tax Expense (Benefit)                                  -            -               -      -      -

Net Loss                                               (252,058)    ( 63,776)       (568,379)     (334,491)

Basic and Diluted Loss Per Common Share                 (0.0987)     (0.0309)        (0.2127)      (0.1623)

Weighted Average Number of Common Shares
    Used to Compute Net Income (Loss) per
    Weighted Average Share                            2,553,458    2,061,961(1)    2,671,826  2,061,262 (1)
</TABLE>


 (1)  Adjusted for a one for one hundred reverse split of the common
stock that was effective on December 15, 2004.

See accompanying notes to financial statements


                                   CITY CAPITAL CORPORATION
                                    STATEMENTS OF CASH FLOWS
                                            (Unaudited)

                                                       September 30,
                                                    As a BDC      Prior to BDC
                                                       2005           2004

Cash Flows From Operating Activities
Net loss                                             $  (568,379)   $ (334,491)
Adjustments to reconcile net loss to
net cash used in operating activities:
Accounts receivable                                            -       (27,043)
Inventory                                                      -           957
Stock issued for expenses                                 96,000       148,500
Accrued expense - related party                           46,000             -
Accounts payable and accrued expenses                    167,539       179,688
Net Cash Used In Operating Activities                   (258,840)      (32,389)

Cash Flow From Investing Activities
Notes receivable - affiliate                                   -      (113,990)
Advances to Portfolio Company                           (109,046)            -
Investment - InZon Corporation                             1,000             -
Net Cash Used In Investment Activities                  (108,046)     (113,990)

Cash Flows From Financing Activities
Debentures                                                38,000             -
Loans                                                    181,528       139,575
Stock issued for debt                                    151,280             -
Sale of common stock                                           -       (15,750)
Net Cash Provided By Financing Activities                370,808       123,825

Increase (Decrease) In Cash and  Cash Equivalents          3,922       (22,554)

Cash and Cash Equivalents at Beginning of Period               -        23,952

Cash and Cash Equivalents at End of Period                 3,922        1,398

Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest                                                       -            -
Income taxes                                                   -            -

Noncash Investing and Financing Activities
320,000 shares @ $0.30 for expenses                       96,000            -
440,285 shares @ $0.28 for debt                          123,280            -
56,000 preferred shares @ $0.50 for debt                  28,000            -
(1) 77,500 shares @ $1.00 for debt                             -       77,500
(1)  243,000 shares @ $0.30 to $0.50 for services              -      148,500

(1)  Adjusted for a one for one hundred reverse split of the common
stock that was effective on December 15, 2004.

See accompanying notes to financial statements


                                 CITY CAPITAL CORPORATION
                                  SCHEDULE OF INVESTMENTS
                                        (unaudited)
                                     SEPTEMBER 30, 2005


<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%              $366,703 (1)

InZon Corporation     Voice over IP                Loan                      100%                39,792

   Total Investments                                                                           $406,495 (2)
</TABLE>


(1)  Fair value includes advances of $127,171.

(2)  Fair value was determined by the Company's board of directors.

See accompanying notes to financial statements


                               CITY CAPITAL CORPORATION
                             NOTES TO FINANCIAL STATEMENTS

NOTE 1:  BASIS OF PRESENTATION

The Company.

City Capital Corporation, a Nevada corporation ("Company"), was
incorporated in Nevada on July 24, 1984, as Diversified Ventures,
Ltd.  On March 27, 1987, the Company changed its name to M.V.I.D.
International Corporation; on April 6, 1994, the name was changed to
Micro-Lite Television. On October 25, 1996, the Company changed its
name to Superior Wireless Communications, Inc.; on August 18, 1999,
the name was changed to JustWebit.com, Inc.  On November 6, 2002, the
Company changed its name to Synthetic Turf Corporation of America.
Effective on December 14, 2004, the Company changed its name to City
Capital Corporation. The Company's fiscal year ends on December 31.
2004.

Effective December 1, 2004 the Company commenced operating as a
Business Development Company ("BDC") under Section 54(a) of the
Investment Company Act of 1940 ("1940 Act").

Basis of Presentation.

In accordance with Securities and Exchange Commission ("SEC") rules
and regulations for BDC's, the Company does not consolidate or use
the equity method to account for its controlling investment in the
Company's sole portfolio company, Perfect Turf, Inc. ("Portfolio
Company").  Rather, the Company's investment in such entity is
reported at fair value.  Any future fluctuations in such fair value
since the date of the conversion to a BDC will be reflected as an
unrealized gain on investment in the statements of operations.

The Company's accompanying unaudited condensed financial statements
have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial
information and the instructions to Form 10-Q and Regulation S-X of
the SEC.  Accordingly, these unaudited condensed financial statements
do not include all of the footnotes required by accounting principles
generally accepted in the United States of America. In management's
opinion, all adjustments (consisting of normal and recurring
adjustments) considered necessary for a fair presentation have been
included.  Operating results for the nine months ended September 30,
2005 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2005.  The accompanying
condensed financial statements and the notes thereto should be read
in conjunction with the Company's audited financial statements as of
and for the year ended December 31, 2004 contained in the Form 10-KSB.

Although the nature of the Company's operations and its reported
financial position, results of operations and cash flows are
dissimilar for the periods prior and subsequent to becoming a BDC,
its unaudited operating results and cash flows for the periods ended
September 30, 2005 and September 30, 2004 are presented in the
accompanying financial statements pursuant to Regulation S-X.

NOTE 2:  CRITICAL ACCOUNTING POLICIES

Use of Estimates.

The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America
requires management of the Company to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the
date of the interim financial statements and the reported amounts of
revenues and expenses during the reporting period.  Such estimates
include, but are not limited to, revenue recognition and allowances,
accrued liabilities, deferred revenue, loss contingencies and
accounting for income taxes.  Actual results could differ from these
estimates.

Impaired Fair Value of Financial Instruments.

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

Income Taxes.

In February 1992, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes".  SFAS No. 109 required a change from
the deferred method of accounting for income taxes of Accounting
Principles Board Opinion No. 11 to the asset and liability method of
accounting for income taxes.  Under the asset and liability method of
SFAS No. 109, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases.  Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled.  Under SFAS No. 109, the effect
on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
Effective January 1, 1993, the Company adopted SFAS No. 109.

Earnings (Loss) per Share.

In February 1997, the FASB issued SFAS No. 128, "Earnings per Share."
SFAS No. 128 simplifies the standards for computing earnings per
share ("EPS") and was effective for financial statements issued for
periods ending after December 15, 1997, with earlier application not
permitted.  Effective January 1, 1998, the Company adopted SFAS No.
128.  Basic EPS is determined using net income divided by the
weighted average shares outstanding during the period.  Diluted EPS
is computed by dividing net income by the weighted average shares
outstanding, assuming all dilutive potential common shares were
issued.  Since the fully diluted losses per share for the second
quarter of fiscal years 2005 and 2004 were antidilutive, basic and
diluted losses per share are the same.  Accordingly, rights to
purchase common issuable upon conversion of convertible debentures
were not included in the calculation of diluted earnings per common share.

NOTE 3:  GOING CONCERN CONSIDERATIONS

As shown in the accompanying interim financial statements, the
Company has incurred a net loss of $568,379 for the nine months ended
September 30, 2005.  As of September 30, 2005, the Company reported
an accumulated deficit of $632,164.  The industry in which the
Company operates is very dynamic and extremely competitive.  The
Company's ability to generate financial gains and positive cash flows
is dependent on the ability to make investments that yield returns as
well as the ability to raise additional capital.  Management is
following strategic plans to accomplish these objectives, but success
is not guaranteed.  As of September 30, 2005, these factors raise
substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.

NOTE 4:  RELATED PARTIES

(a)  In October 2004, the Company entered into a contract with Gary
Borglund, the president and CEO of the Company.  Under the terms of
the agreement Mr. Borglund is paid a base amount of $80,000 per annum
plus certain incentives as approved by the board of directors of the
Company.

(b)  The Company's president is also the president of another public
company that owes $366,703 to the Portfolio Company.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

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

Overview.

     On December 6, 2004, the Company elected, by the filing of a
Form N-54A, to be regulated as a business development company ("BDC")
under the Investment Company Act of 1940 ("1940 Act").  On December
1, 2004, the Company moved its assets into Perfect Turf, Inc.
("Portfolio Company") in exchange for 100% of the outstanding shares
of the Portfolio Company's common stock (1,000 shares) in order to
meet the requirements of the 1940 Act.  The Portfolio Company will
continue to focus on the sale and distribution of artificial turf, a
synthetic product used for artificial home lawns, childcare
playground surfacing, soccer and football fields and in numerous
other areas applications conditions prohibit the use of natural grass
surfaces.

     The Company intends to invest in companies with historically
profitable results, strong balance sheets, high profit margins, and
solid management teams in place.  The Company will seek to leverage
the combined talents of an experienced management team to invest in
those types of companies and to enhance shareholder value.

     A business development company is defined and regulated by the
1940 Act. A business development company must be organized in the
United States for the purpose of investing in or lending primarily to
private companies and making managerial assistance available to them.
A business development company may use capital provided by public
shareholders and from other sources to invest in long-term, private
investments in businesses. A business development company provides
shareholders the ability to retain the liquidity of a publicly traded
stock, while sharing in the possible benefits, if any, of investing
primarily in privately owned companies.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a)  Valuation Methodology.

     The Company will determine the value of each investment in our
portfolio on a quarterly basis, and changes in value result in
unrealized gains or losses being recognized.  At September 30, 2005,
approximately 90% of our total assets represented an investment in
the Portfolio Company at fair value.  Fair value is defined in
Section 2(a)(41) of the 1940 Act as (i) the market price for those
securities for which a market quotation is readily available and (ii)
for all other securities and assets, fair value is as determined in
good faith by the board of directors. Since there is typically no
readily ascertainable market value for the investments in our
portfolio, we value substantially all of our portfolio investments at
fair value as determined in good faith by the board of directors
pursuant to a valuation policy and a consistently applied valuation
process.  Because of the inherent uncertainty of determining the fair
value of investments that do not have a readily ascertainable market
value, the fair value of our investments determined in good faith by
the board of directors may differ significantly from the values that
would have been used had a ready market existed for the investments,
and the differences could be material.

     There is no single standard for determining fair value in good
faith. As a result, determining fair value requires that judgment be
applied to the specific facts and circumstances of each portfolio
investment while employing a consistently applied valuation process
for the types of investments we make.

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

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

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

(b)  Investment in Portfolio Company

     On December 1, 2004, the Company moved assets into the Portfolio
Company, which will continue to focus on the sale and distribution of
artificial turf, a synthetic product used for artificial home lawns,
childcare playground surfacing, soccer and football fields and in
numerous other areas applications conditions prohibit the use of
natural grass surfaces.

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

     The Portfolio Company has an exclusive license from Avery Sports
Turf, Inc. (a related company) to market and resell a unique and
patented artificial turf product which provides durability and
quality on the upper half of the synthetic system, and can provide a
stable shock absorbing pad for low G-Max levels on the bottom half of
the synthetic system.  These features provide excellent shock
absorbing capability, and increases durability significantly when
crumb rubber is added to the system.  This means the system not only
has superior materials but also provides additional safety.

     In the Portfolio Company's view, the artificial turf industry as
a whole is faced with two diverging issues and no single
understanding on how to profitably address the future.  The first
area is the proliferation of synthetic turf uses within the drought
ridden southwest as well as worldwide, from state and county run
facilities to residential applications.  The second is the need for
educating the community on the benefits of synthetic turf systems as
a viable and cost saving alternative to traditional grass environments.

     The Company has historically experienced operating losses and
negative cash flow.  The Company expects that these operating losses
and negative cash flows may continue through additional periods.  In
addition, the Portfolio Company only has a limited record of revenue-
producing operations and there is only a limited operating history
upon which to base an assumption that it will be able to achieve its
business plans.

     During the nine months ended September 30, 2005 the Company
invested an additional $127,171 in the Portfolio Company.  The
Company reduced its loan by $1,000 to InZon Corporation.  These
investments were done in cash for the purpose of supporting the
ongoing working capital and general and administrative expense needs
of the Portfolio Company.  This brings the total investment in the
Portfolio Company to $366,703 and in InZon Corporation to $39,792 as
of September 30, 2005.

Results of Operations.

     The results of operations reflected in this discussion include
historical operations of the Company prior to becoming a BDC.

(a)  Revenues.

     The Company had no revenues for the three and nine months ended
September 30, 2005 compares to revenues of $20,782 and $79,812 for
the three months and nine months ended September 30, 2004,
respectively.  The decrease in revenues was a result of the Company's
change in 2004 to a BDC.

(b)  Selling, General, and Administrative Expenses.

     The selling, general and administrative expenses for the three
months and nine months ended September 30, 2005 were $146,646 and
$418,424, respectively.  This compares to $46,083 and $302,388 for
the three and nine months ended September 30, 2004, respectively,
increases of $100,563 and $116,036, or approximately 218% and 38%,
respectively.  This change was attributable to general and
administrative expenses of which salaries and professional services
made up the largest portion.  Professional fees and outside services
in the current nine months period totaled $127,902 or approximately
23% of the total of such expenses.

(c)  Interest Expense.

     The Company incurred interest charges (net of interest income)
of $105,412 and $161,605 for the three and nine months ended
September 30, 2005, respectively, compared to $20,430 and $51,123 for
the three and nine months ended September 30, 2004, respectively,
increases of $84,982 $110,482, or approximately 416% and 216%,
respectively.  Most of the interest expense in the nine months ended
September 30, 2005 is the payment of interest on notes issued by the
company through the issuance of stock

(d)  Income Tax Benefit.

     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.

(e)  Net Loss.

     The Company reported net losses of $252,058 and $568,379 for the
three and nine months ended September 30, 2005, respectively,
compared to net losses of $63,776 and $334,491 for the three and nine
months ended September 30, 2004, respectively, increases of $188,282
and $233,888, or approximately 296% and 70%, respectively.  The
differences are due to higher consulting and interest expenses.

Operating Activities.

     The net cash used in operating activities was $258,840, for the
nine months ended September 30, 2005 compared to $32,389 for the nine
months ended September 30, 2004, an increase of $226,451 or
approximately 700%.  A significant portion of cash used in the nine
months ended September 30, 2005 is attributed to higher interest and
professional expenses.

Investing Activities.

     Net cash used in investing activities was $108,046 for the nine
months ended September 30, 2005 compared to $113,990 for the nine
months ended September 30, 2004, a decrease of $5,944 or
approximately 5%.  Loans represent the principal portion of the
investment of $109,046, and are comprised of an investment by the
Company in the Portfolio Company in the amount of $366,703 and a loan
by the Company to InZon Corporation in the amount of $39,792.

Liquidity and Capital Resources.

     During the nine months period ending September 30, 2005 the
Company increased its outstanding debt by $96,000 to finance its
activities.  In addition the Company issued stock for debt of
$151,280 bringing the net debt increase to $370,808 for the same
period.  During the nine months period ended September 30, 2004, the
Company issued debt of $139,575 and sold stock totaling $15,750 as
part of its financing activity.

     As of September 30, 2005, the Company had cash of $3,922.  In
addition to the loss of $568,379 during the nine months ended
September 30, 2005, the Company incurred losses of $334,491 for the
year ended December 31, 2004.  As of September 30, 2005, the Company
had an accumulated deficit of $632,164.  These factors raise
substantial doubt as to the Company's ability to continue as a going
concern. The Company's independent accountants' audit report included
in the Form 10-KSB for the year ended December 31, 2004 includes a
substantial doubt paragraph regarding the Company's ability to
continue as a going concern.

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

     Management plans to continue raising additional capital through
a variety of fund raising methods during 2005 and to pursue all
available financing alternatives; in this regard, the Company filed a
Form 1-E Notification Under Regulation E on June 30, 2005 for the
purpose of raising funds for the operations of the Company.
Management may also consider a variety of potential partnership or
strategic alliances to strengthen its financial position. In
addition, we will  continue to seek  additional  funds to ensure our
successful growth  strategy  and to  allow  for  potential
investments  into a diverse portfolio of companies with strategic
information and communications technologies or applications. Whereas
the Company has in the past raised capital, no assurance can be given
that sources of financing will continue to be available to us and/or
that demand for our equity/debt instruments will be sufficient to
meet our capital needs, or that financing will be available on terms
favorable to the Company.  The financial statements do not include
any adjustments relating to the recoverability and classification of
liabilities that might be necessary should the Company be unable to
continue as a going concern.

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

     - curtail operations significantly;

     - sell significant assets;

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

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

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

Inflation.

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

Off Balance Sheet Arrangements.

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

Other.

     The Company does not provide post-retirement or post-employment
benefits requiring charges under Statements of Financial Accounting
Standards No. 106 and No. 112.

Risk Factors.

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

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

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

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

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

(a)  General Risk of Operation as a Business Development Company.

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

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

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

     On August 29, 2005, the Company received written correspondence
from the SEC, Division of Investment Management, notifying the
Company, and other unrelated business development companies, of
certain concerns of the staff based on the Company's status as a BDC
and its compliance with certain provisions of the 1940 Act.  In
particular, the correspondence requests the Company to reply with
specific information concerning its compliance in the areas of
limitations on senior securities, convertible securities, and
Regulation E shares issued for services.  The Company has provided
the requested information and will take such actions as may be
necessary to demonstrate compliance and, if necessary, to make the
structural changes to correct any deficiencies.

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

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

(c)  The Company's Portfolio of Investments Will Be Illiquid.

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

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

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

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

(d)  The Company May Need to Make Additional Cash Investments in Its
Portfolio Companies.

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

(e)  The Company May Borrow Money Which Magnifies the Potential
For Gain or Loss on Amounts Invested.

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

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

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

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

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

(h)  The Securities the Company Will Hold in Its Portfolio Companies
are Subject to Restriction on Resale.

     The Company's portfolio companies will be private entities and
the Company will acquire their securities in private transactions.
As a result, all of the securities the Company will hold in its
portfolio companies are subject to legal restrictions on resale.
Furthermore, our ability to sell the securities in our portfolio may
be limited by, and subject to, the lack of or limited nature of a
trading market for such securities.  Therefore, the Company cannot
provide assurance that it will be able to sell its portfolio company
securities for amounts equal to the values that  have ascribed to
them or at the time the Company desires to sell.

(i)  The Company is Dependent Upon the Efforts of Its Portfolio
Companies to Successfully Commercialize Their Products and Services.

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

     They may lose the rights granted to them for a technology or a
licensing agreement.  The Company cannot provide assurance that its
portfolio companies will be successful or that it will be able to
sell the securities it receive at a profit or for sufficient amounts
to even recover the Company's initial investment in a portfolio
company or that its portfolio company will not take actions that
could be detrimental to us.

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

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

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

(k)  The Company is Dependent on Its Key Personnel.

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

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

(l)  Limitations on Liability and Indemnification May Result in
Payments by the Company.

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

(m)  The Company's Quarterly and Annual Operating Results Fluctuate
Significantly.

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

(n)  The Company's Common Stock Price May Be Volatile.

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

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

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

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

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

     - general economic conditions and trends;

     - loss of a major funding source; or

     - departures of key personnel.

(o)  No Assurance of Public Trading Market and Risk of Low Priced
Securities May Affect Market Value of the Company's Common Stock.

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

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

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

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

Critical Accounting Policies.

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

(a)  Use of Estimates.

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

(b)  Valuation of Investments.

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

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

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

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

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

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

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

Forward Looking Statements.

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

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Our business activities contain elements of risk.  The Company
considers the principal types of risk to be portfolio valuations.
The Company considers the management of risk essential to conducting
its businesses.  Accordingly, our risk management systems and
procedures are designed to identify and analyze our risks, to set
appropriate policies and limits and to continually monitor these
risks and limits by means of reliable administrative and information
systems and other policies and programs.

     As a business development company, the Company invest in
illiquid securities including equity securities of primarily private
companies. Our investments are generally subject to restrictions on
resale and generally have no established trading market.  The Company
values substantially all of its investments at fair value as
determined in good faith by the board of directors in accordance with
its valuation policy.  There is no single standard for determining
fair value in good faith.  As a result, determining fair value
requires that judgment be applied to the specific facts and
circumstances of each portfolio investment while employing a
consistently applied valuation process for the types of investments
we make.

     The Company determines fair value to be the amount for which an
investment could be exchanged in an orderly disposition over a
reasonable period of time between willing parties other than in a
forced or liquidation sale.  Our valuation policy considers the fact
that no ready market exists for substantially all of the securities
in which we invest.  Our valuation policy is intended to provide a
consistent basis for determining the fair value of the portfolio.
The Company will record unrealized depreciation on investments when
it believes that an investment has become impaired, including where
collection of a loan or realization of an equity security is
doubtful, or when the enterprise value of the company does not
currently support the cost of our debt or equity investments.
Conversely, the Company will record unrealized appreciation if it
believes that the underlying portfolio company has appreciated in
value and, therefore, its equity security has also appreciated in
value.  The value of investments in public securities is determined
using quoted market prices discounted for restrictions on resale.
Without a readily ascertainable market value and because of the
inherent uncertainty of valuation, the fair value of our investments
determined in good faith by the board of directors may differ
significantly from the values that would have been used had a ready
market existed for the investments, and the differences could be
material.  In addition, the illiquidity of our investments may
adversely affect our ability to dispose of debt and equity securities
at times when it may be otherwise advantageous for us to liquidate
such investments.  In addition, if the Company were forced to
immediately liquidate some or all of the investments in the
portfolio, the proceeds of such liquidation would be significantly
less than the current value of such investments.

ITEM 4.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

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

     As of the end of the period covered by this report, the
Company's management carried out an evaluation, under the supervision
and with the participation of our principal executive/financial
officer, of our disclosure controls and procedures (as defined in
Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act).  Based upon
the evaluation, our principal executive/financial officer concluded
that the Company's disclosure controls and procedures were effective
at a reasonable assurance level to ensure that information required
to be disclosed by us in the reports that the Company files or
submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and
forms.  In addition, our principal executive/financial officer
concluded that the Company's disclosure controls and procedures were
effective at a reasonable assurance level to ensure that information
required to be disclosed in the reports that the Company files or
submits under the Exchange Act is accumulated and communicated to the
Company's management, including our principal executive/financial
officer, to allow timely decisions regarding required disclosure.

     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 changes in the Company's disclosure controls and
procedures, or in factors that could significantly affect those
controls and procedures, since their most recent evaluation.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

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

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

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

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

     (a)  The Company issued the following shares of unregistered
(restricted) securities during the three months ended September 30,
2005:

     On July 19, 2005, the Registrant issued 440,285 shares of common
stock to five entities for the reduction of debt totaling $123,280
($0.28 per share).

     No commissions were paid in connection with these sales.  These
sales were undertaken under the exemptions from registration
requirements as set forth under Regulation E (after the filing of a
Form 1-E Notification).

     (b)  There were no purchases of common stock of the Company by
the Company or its affiliates during the three months ended September
30, 2005.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     Not applicable.

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

     None.

ITEM 5.  OTHER INFORMATION.

     Effective on September 20, 2005, the Company's board of directors
has appointed Joseph V. Donahue to the board of directors.

ITEM 6.  EXHIBITS

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

                                  SIGNATURE

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

                                       City Capital Corporation



Dated: November 21, 2005               By: /s/  Gary Borglund
                                       Gary Borglund,
                                       President/Secretary/Treasurer
                                       (principal executive/financial officer)


                                     EXHIBIT INDEX

Number            Description

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

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

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

3.1     Articles of Incorporation, dated July 17, 1984
        (incorporated by reference to Exhibit 3.1 of the Form 10-
        KSB filed on April 13, 2001).

3.2     Articles of Amendment to the Articles of Incorporation,
        dated February 20, 1987 (incorporated by reference to
        Exhibit 3.2 of the Form 10-KSB filed on April 13, 2001).

3.3     Certificate of Amendment of Articles of Incorporation,
        dated March 28, 1994 (incorporated by reference to Exhibit
        3.3 of the Form 10-KSB filed on April 13, 2001).

3.4     Certificate of Amendment of Articles of Incorporation,
        dated October 31, 1996 (incorporated by reference to
        Exhibit 3.4 of the Form 10-KSB filed on April 13, 2001).

3.5     Certificate of Amendment to Articles of Incorporation,
        dated August 17, 1999 (incorporated by reference to Exhibit
        3.5 of the Form 10-KSB filed on April 13, 2001).

3.6     Certificate of Amendment to Articles of Incorporation,
        dated April 12, 2002 (incorporated by reference to Exhibit
        3.6 of the Form 10-KSB filed on April 15, 2003).

3.7     Certificate of Amendment to Articles of Incorporation,
        dated November 6, 2002 (incorporated by reference to
        Exhibit 3.7 of the Form 10-KSB filed on April 15, 2003).

3.8     Certificate of Amendment to Articles of Incorporation,
        dated August 4, 2004 (incorporated by reference to Exhibit
        3.8 of the Form 10-KSB filed on April 25, 2005).

3.9     Certificate of Amendment to Articles of Incorporation,
        dated December 10, 2004 (incorporated by reference to
        Exhibit 3.9 of the Form 10-KSB filed on April 25, 2005).

3.10    Certificate of Amendment to Articles of Incorporation,
        dated December 10, 2004 (incorporated by reference to
        Exhibit 3.10 of the Form 10-KSB filed on April 25, 2005).

3.11    Bylaws, dated March 1, 2001 (incorporated by reference to
        Exhibit 3.6 of the Form 10-KSB filed on April 13, 2001).

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

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

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

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

4.5     Common Stock Purchase Agreement between the Company and
        Silverwood Opportunity Fund, dated June 11, 2001
        (incorporated by reference to Exhibit 4.4 of the Form SB-2
        filed on August 31, 2001).

4.6     Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan, dated December 17, 2001 (incorporated
        by reference to Exhibit 4.2 of the Form S-8 POS filed on
        December 21, 2001).

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

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

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

4.10    Certificate of Designation, dated November 5, 2004
        (incorporated by reference to Exhibit 4.10 of the Form 10-
        QSB filed on November 15, 2004).

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

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

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

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

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

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

14      Code of Business Conduct and Ethics, adopted by the
        Company's board of directors (incorporated by reference to
        Exhibit 14 of the Form 10-KSB filed on April 25, 2005).

21      Subsidiaries of the Company (incorporated by reference to
        Exhibit 21 of the Form 10-KSB filed on April 25, 2005).

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

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

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

99.2    Press Release issued by the Company, dated September 20,
        2005 (incorporated by reference to Exhibit 99 of the Form
        8-K filed on September 27, 2005).