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

                                   FORM 10-QSB

(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, 2004

                                       OR

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

                         COMMISSION FILE NUMBER: 33-5902

                      SYNTHETIC TURF CORPORATION OF AMERICA
             -----------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                           Nevada                  22-2774460
             -------------------------------    ------------------
             (State or Other Jurisdiction of     (I.R.S. Employer
              Incorporation  or Organization    Identification No.)


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

                                (651) 452-1606.
                         -------------------------------
                         (Registrant's Telephone Number)

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

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

         As of September 30, 2004,  the  Registrant  had  213,808,038  shares of
common stock issued and outstanding.

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

                                       1

<PAGE>

                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                              PAGE

     ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

              BALANCE SHEET AS OF SEPTEBMER 30, 2004...........................3

              STATEMENTS OF OPERATIONS
              FOR THE THREE AND NINE MONTHS ENDED
              SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003........................4

              STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED
              SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003........................5

              NOTES TO FINANCIAL STATEMENTS....................................6

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................9

     ITEM 3.  CONTROLS AND PROCEDURES.........................................16

PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS...............................................16

     ITEM 2.  UNREGISTERED SALES OF EQUITY
                      SECURITIES AND USE OF PROCEEDS..........................17

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.................................17

     ITEM 4.  SUBMISSION OF MATTERS TO A
                      VOTE OF SECURITY HOLDERS................................17

     ITEM 5.  OTHER INFORMATION...............................................17

     ITEM 6.  EXHIBITS........................................................18

SIGNATURE.....................................................................18

                                       2

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                      SYNTHETIC TURF CORPORATION OF AMERICA
                                  BALANCE SHEET
                               SEPTEMBER 30, 2004
                                   (Unaudited)

                                     ASSETS

Current Assets
   Cash in Bank                                               $     1,398
   Accounts Receivable                                             27,043
   Inventory                                                        6,593
   Receivable - Other                                               6,000
   Receivable - Affiliates                                        181,040
                                                              -----------
       Total Current Assets                                       222,074
           Total
Assets                                                        $   222,074
                                                              ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Current Portion of Long Term Debt                          $    31,500
   Notes Payable                                                   52,326
   Note Payable Including Accrued Interest of $258,666            508,666
   Accounts Payable and Accrued Expenses                          190,219
                                                              -----------
       Total Current Liabilities                                  782,711

Long Term Liabilities
       Convertible Debentures                                     163,750
       Notes Payable                                              111,500
       Less Current Portion of Long Term Debt                     (31,500)
                                                              -----------
       Total Long Term Liabilities                                243,750

Total Liabilities                                               1,026,461
                                                              -----------
Stockholders' Deficit
   Common Stock, $0.001 Par Value;
     Authorized 250,000,000 shares;
     Issued and Outstanding 213,808,038 Shares                    213,808
   Additional Paid-In Capital                                   8,555,573
   Deficit                                                     (9,573,768)
                                                              -----------
       Total Stockholders' Deficit                               (804,387)
                                                              -----------
               Total Liabilities and Shareholders' Deficit    $   222,074
                                                              ===========

                 See accompanying notes to financial statements

                                       3

<PAGE>

                      SYNTHETIC TURF CORPORATION OF AMERICA
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED               NINE MONTHS ENDED
                                                           SEPTEMBER 30,                    SEPTEMBER 30,
                                                       2004             2003           2004             2003
                                                ------------------------------    ------------------------------
<S>                                             <C>              <C>              <C>              <C>
Sales                                           $      20,782    $         737    $      79,812    $       9,257

Cost of Sales                                          18,045             2812           60,792            8,278
                                                -------------    -------------    -------------    -------------
       Gross Profit (Loss)                              2,737           (2,074)          19,020              979

Selling, General, and Administrative Expenses          46,083          167,507          302,388          354,450

Depreciation and Amortization                              --               --               --               --

Interest                                               20,430           15,753           51,123           47,050
                                                -------------    -------------    -------------    -------------

                                                       66,513          183,260          353,511          401,500

Net Income (Loss) Before Income Taxes                 (63,776)        (185,334)        (334,491)        (400,521)

Income Tax Expense (Benefit)                               --               --               --               --
                                                -------------    -------------    -------------    -------------
Net Loss from
   Continuing Operations                              (63,776)        (185,334)        (334,491)        (400,521)

Discontinued Operations                                     0          (50,787)               0         (146,296)

Extraordinary Item
   Gain on Extinguishment of Debt                          --               --               --          250,148
                                                -------------    -------------    -------------    -------------

Net Loss                                        $     (63,776)   $    (236,121)   $    (334,491)   $    (296,669)
                                                =============    =============    =============    =============

   (Loss) from Continuing Operations            $       (0.00)   $      (0.001)   $     (0.0016)   $     (0.0025)
   (Loss) from Discontinued Operations                      0          (0.0003)               0          (0.0009)
   Income from Extraordinary Items                          0                0                0           0.0016
                                                -------------    -------------    -------------    -------------

       Net Loss                                 $       (0.00)   $     (0.0013)   $     (0.0016)   $     (0.0018)
                                                =============    =============    =============    =============
Weighted Average Number of Common Shares
    Used to Compute Net Income (Loss) per
    Weighted Average Share                        206,196,119      176,520,815      206,126,183      159,429,183
                                                =============    =============    =============    =============

</TABLE>
                 See accompanying notes to financial statements

                                       4

<PAGE>

                      SYNTHETIC TURF CORPORATION OF AMERICA
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                            NINE MONTHS ENDED
                                                               SEPTEMBER 30,
                                                            2004         2003
                                                         ---------    ---------
Cash Flows from Operating Activities
   Net Loss Before Discontinued Operations               $(334,491)   $(296,669)
       Loss from Discontinued Operations
                                                                 0      146,296
   Adjustments to Reconcile Net Loss to Net Cash
     Used in Operating Activities:
        Accounts Receivable                                (27,043)          --
        Inventory                                              957           --
        Accounts Payable                                    22,786       (7,546)
       Stock Issued for Expenses                           148,500           --
       Depreciation and Amortization                            --           --
       Accrued expenses                                    156,902       93,439
                                                         ---------    ---------
         Net Cash Used in Operating Activities             (32,389)     (64,480)
                                                         ---------    ---------
Cash Flows from Investing Activities:
   Receivable-Affiliate                                   (113,990)     (96,605)
   Purchase of Assets                                           --           --
                                                         ---------    ---------
         Net Cash Used in Investing Activities            (113,990)     (96,605)
                                                         ---------    ---------
Cash Flows from Financing Activities:
    Loans                                                  139,575        7,500
   Settlement Loans - Bank Overdraft                            --       (5,667)
   Sale of Common Stock                                    (15,750)     157,500
                                                         ---------    ---------
         Net Cash Provided by Financing Activities         123,825      159,333
                                                         ---------    ---------

Decrease in Cash and Cash Equivalents                      (22,554)      (1,752)

Cash and Cash Equivalents at Beginning of Period            23,952       (3,915)

Cash and Cash Equivalents at End of Period               $   1,398    $  (5,667)
                                                         =========    =========
Supplemental Disclosures of Cash Flow Information:
    Interest                                             $      --    $      --
                                                         =========    =========
    Income Taxes                                         $      --    $      --
                                                         =========    =========

    1,600,000 shares at $0.025 for debt settlement       $      --    $  40,000
    7,750,000 shares at $0.01 for debt conversion           77,500           --
    24,300,000 shares at $ 0.003 to 0.005 for services     148,500           --
    9,750,000 shares at $ 0.004 for debt conversion             --       39,000
                                                         ---------    ---------

                                                         $ 226,000    $ 289,148
                                                         =========    =========

                 See accompanying notes to financial statements

                                       5

<PAGE>

                      SYNTHETIC TURF CORPORATION OF AMERICA
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1:  BASIS OF PRESENTATION

THE COMPANY.

Synthetic Turf Corporation of America,  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. The
Company's fiscal year ends on December 31.

The Company rescinded the acquisition of its subsidiary, International Surfacing
of Colorado,  Inc., as of January 3, 2004.  Therefore,  the numbers set forth in
these financial statements only include the accounts of the Company (and reflect
the discontinued  operations),  whereas the financial statements for the periods
ended September 30, 2003 were  consolidated  and included those of International
Surfacing of Colorado.

INTERIM FINANCIAL STATEMENTS.

The interim  financial  statements  included  herein  have been  prepared by the
Company,  without audit pursuant to the rules and  regulations of the Securities
and Exchange  Commission ("SEC").  Certain information and footnote  disclosures
normally  included in annual  financial  statements  prepared in accordance with
accounting  principles  generally  accepted in the United States of America have
been condensed or omitted.  The interim  financial  statements  reflect,  in the
opinion of management,  all  adjustments  necessary  (consisting  only of normal
recurring  adjustments)  to present a fair  statement of results for the interim
periods  presented.  The  operating  results  for  any  interim  period  are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending December 31, 2004. The accompanying  financial  statements should be read
in conjunction with the consolidated  financial statements and notes included in
the Company's  Annual  Report on Form 10-KSB for the fiscal year ended  December
31, 2003.

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

                                       6

<PAGE>

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.

REVENUE RECOGNITION.

Revenue is recognized on a completed  contract basis,  i.e., when the product or
services are provided.

INVENTORY

Inventory is valued at specific  identification adjusted to the lower of cost or
market value.

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 three  quarters of fiscal  years 2004 and 2003
were antidilutive, basic and diluted losses per share are the same. Accordingly,
rights to purchase common issuable upon

                                       7

<PAGE>

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 $334,491 for the nine months  ending  September 30, 2004.
As of  September  30,  2004,  the  Company  reported an  accumulated  deficit of
$9,573,768.  The  industry  in which the Company  operates  is very  dynamic and
extremely competitive. The Company's ability to generate net income and positive
cash flows is  dependent  on the ability to  continue  to  increase  sales while
controlling operating costs, 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,  2004,  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

The  Company's  president  is also the  president  of a public  company  that is
indebted to the Company in the amount of $181,040

NOTE 5:  SUBSEQUENT EVENT

On November 5, 2004,  the Company filed a certificate  of  designation  with the
Nevada  Secretary  of State,  designating  the  rights  and  preferences  of the
Company's preferred shares authorized in its articles of incorporation.

                                       8

<PAGE>

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

The  following  discussion  and analysis of financial  condition  and results of
operations of the  Registrant is based upon,  and should be read in  conjunction
with, its unaudited financial statements and related notes included elsewhere in
this Form  10-QSB,  which  have been  prepared  in  accordance  with  accounting
principles  generally  accepted in the United States. In order to fairly compare
the three and nine months  operating  results of 2004 to 2003, the  Registrant's
wholly  owned  subsidiary  that was  disposed  of on  January  3,  2004 has been
excluded (See Note 1)

OVERVIEW.

         The  Registrant's   core  business  is  the  sale  of  artificial  turf
throughout the United States.  The Registrant has conducted its business of turf
sales  and  installation  through  the  wholly  owned  subsidiary  International
Surfacing of Colorado.  The sales and installation for the 2003 fiscal year were
concentrated  in  the  State  of  Colorado.  The  Registrant  is a  reseller  of
manufactured  turf providing  warehousing and distributing turf to end users and
is concentrating its efforts on the sale of artificial and related products turf
instead of the installation of artificial turf.

         The  Registrant's  products and services  continue to expand as a wider
acceptance  of  artificial  turf becomes the  landscape of choice  especially in
drought areas of the country.  These products and services are used  principally
by  landscape  contractors.  The  product  is used  as  artificial  home  lawns,
childcare playground surfacing,  soccer and football fields,  municipalities and
numerous  other areas where high traffic  makes it difficult to keep grass.  The
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 much of the United States is  experiencing  and the related
increase in watering  restrictions  as water supplies  continue to be under more
strain favor the artificial turf alternative.

         The   Registrant   rescinded  the   acquisition   of  its   subsidiary,
International Surfacing of Colorado, Inc., as of January 3, 2004. Therefore, the
numbers set forth in this  section only include the accounts of the Company (and
reflect the discontinued  operations),  whereas the financial statements for the
periods  ended  September  30,  2003 were  consolidated  and  included  those of
International Surfacing of Colorado.

(a)      REVENUES.

         The  Registrant  reported  $79,812 in sales for the nine  months  ended
September  30, 2004  compared to $9,257 for the nine months ended  September 30,
2003, an increase of $70,555 or  approximately  760%.  The  Registrant  reported
sales of $20,782 for the three months ended  September 30, 2004 compared to $737
for the  three-months  ended  September  30,  2003,  an  increase  of $20,045 or
approximately  2,700%.  The sales  increases  for both the three and nine  month
periods are due to new accounts  that were sold through new  distributors  added
since 2003.

                                       9

<PAGE>

(b)      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.

         Selling,  general and administrative  expenses totaled $302,388 for the
nine months ended  September  30, 2004  compared to $354,450 for the nine months
ended  September  30, 2003, a decrease of $52,062 or  approximately  17%.  These
expenses  totaled $46,083 for the three months ended September 30, 2004 compared
to  $167,507  for the three  months  ended  September  30,  2003,  a decrease of
$121,424 or approximately 72%. The decreases in these expenses are due primarily
to a large decrease in consulting costs to the Registrant during 2004.

(c)      DEPRECIATION AND AMORTIZATION.

         Depreciation and amortization for both the nine months and three months
ended September 30, 2004 and September 30, 2003 was zero.

(d)      INTEREST EXPENSE.

         The Registrant  incurred interest expense of $51,123 in the nine months
ended  September 30, 2004 compared to $47,050 in the nine months ended September
30, 2003, an increase of $4,073 or approximately 9%. The Registrant had interest
expense of $20,430 for the three months  ended  September  30, 2004  compared to
$15,753 for the three months ended September 30, 2003, and increase of $4,677 or
approximately  30%. Nearly all of the current  quarter's  interest expense is in
the accrual on the amount owed to Newport Federal Financial  ("Newport"),  which
is  accruing  at the rate of 24% per annum  (the  default  rate under the note).
Newport  issued a demand to the  Registrant  for  payment of all  principal  and
interest  due on their  respective  notes  however the  Registrant  believes the
statue of  limitations  has expired on the  principal  and interest (see Certain
Indebtedness).

(e)      INCOME TAX BENEFIT.

         At September 30, 2004,  the Registrant had available net operating loss
carryforward of  approximately  $9,500,000 which may provide future tax benefits
expiring  beginning in September of 2006;  this compares with net operating loss
carryforward of approximately  $8,900,000 at September 30, 2003. The increase in
net operating loss  carryforward  is the result of the company's  operating loss
experienced  during that year.  Because of ownership  changes nearly all of this
net  operating  loss  carryforward  may be limited for use by the  Registrant by
Internal Revenue Code Section 381. The Registrant has not recognized any of this
limited tax benefit as an asset due to the uncertainty of future income and Code
Section 381.

(f)      NET LOSS.

The  Registrant  reported  a net  loss of  $334,491  for the nine  months  ended
September  30, 2004 compared to a net loss of $150,373 for the nine months ended
September 30, 2003, an increase of $184,118 or approximately  122%. The net loss
for the  2003  period  included  an  extraordinary  gain of  $250,147  for  debt
extinguishment.  The  Registrant  reported a net loss of  $63,776  for the three
months ended September 30, 2004 compared to a net loss of $185,334 for

                                       10

<PAGE>

the  three  months  ended   September  30,  2003,  a  decrease  of  $121,558  or
approximately  66%.  The lower net loss for the three and nine month  periods in
2004 compared to the same periods in 2003 (excluding the extraordinary  gain) is
due to  reduced  selling,  general  and  administrative  expenses,  particularly
consulting costs.

FACTORS THAT MAY AFFECT OPERATING RESULTS.

      The operating results of the Registrant can vary  significantly  depending
upon a number of  factors,  many of which are  outside  the  company's  control.
General factors that may affect the Registrant's operating results include:

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

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

o     gain or loss of clients or strategic relationships;

o     announcement   or  introduction  of  new  services  and  products  by  the
      Registrant or by its competitors;

o     price competition;

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

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

o     changes in governmental regulation; and

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

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

      The Registrant is also subject to the following  specific factors that may
affect the company's operating results:

                                       11

<PAGE>

(a)      COMPETITION.

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

(b)      TECHNOLOGICAL AND MARKET CHANGES.

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

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

(c)      KEY PERSONNEL.

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

         The Registrant intends to recruit in fiscal year 2004 employees who are
skilled in its industry. The failure to recruit these key personnel could have a
material  adverse  effect  on  the  Registrant's  business.  As  a  result,  the
Registrant may experience  increased  compensation  costs that may not be offset
through  either  improved  productivity  or  higher  revenue.  There  can  be no
assurances  that  the  Registrant  will  be  successful  in  retaining  existing
personnel or in attracting and recruiting experienced qualified personnel.

                                       12

<PAGE>

OPERATING ACTIVITIES.

         The net cash used in  operating  activities  was  $32,389  for the nine
months ended  September  30, 2004  compared to $64,480 for the nine months ended
September  30, 2003, a decrease of $32,091 or  approximately  50%. A significant
portion of cash used in the nine months ended  September  30, 2004 is attributed
to stock issued for services.

LIQUIDITY AND CAPITAL RESOURCES.

         The Registrant currently has total current assets of $222,074 and total
current  liabilities  of $782,711  resulting in net working  capital  deficit of
$560,637.  The Registrant will require additional working capital to continue as
a going concern.

         The Registrant has incurred  significant losses and negative cash flows
from  operations  for the last two years.  The  Registrant  continues to explore
possible  sources of financing fund  operations and provide the company with the
ability to  liquidate,  modify,  extend or otherwise  satisfy  present or future
indebtedness of the Registrant.  While the Registrant's  management  believes it
will be successful in arranging  adequate  lines of equity or debt  financing to
carry out its business plan, there is no assurance of that occurring.

         The Registrant's continued operations, as well as the implementation of
its business plan,  therefore,  will depend upon its ability to raise additional
funds  through  bank  borrowings,  equity  or  debt  financing.  The  Registrant
estimates that it will need to raise up to $350,000 or more over the next twelve
months for such  purposes.  However,  adequate  funds may not be available  when
needed or may not be available on favorable terms to the Registrant. The ability
of the  Registrant  to continue as a going  concern is dependent  on  additional
sources of  capital  and the  success of the  Registrant's  business  plan.  The
Registrant's  independent  accountants' audit report included in the Form 10-KSB
for the year ended  December 31, 2003  includes a  substantial  doubt  paragraph
regarding the Registrant's ability to continue as a going concern.

         If funding is  insufficient  at any time in the future,  the Registrant
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,  operating results and financial condition. In addition,
insufficient  funding  may  have a  material  adverse  effect  on the  company's
financial condition, which could require the company to:

o     curtail operations significantly;

o     sell significant assets;

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

o     explore  other  strategic  alternatives  including a merger or sale of the
      company.

                                       13

<PAGE>

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

CERTAIN INDEBTEDNESS.

         (a) In December 1999, the Registrant entered into a note agreement with
Newport Federal Financial  ("Newport").  Newport loaned the Registrant  $250,000
under this note  agreement  at a rate of 12%.  This note was due and  payable on
January 3, 2002;  on that  date,  the rate of  interest  increased  to 24%.  The
Registrant  failed  to  make  the  payment,  however  Newport  agreed  to  forgo
collection  on this  note  until  July  2002.  The  Registrant  has not made any
interest  or  principal  payments  to Newport  and the note  continues  to be in
default.  However,  the  Registrant  believes  the  statute of  limitations  for
Newport's  enforcement of the loan has expired, and that a waiver of the statute
of  limitations  in the Newport  loan  documents  is  unenforceable.  Also,  the
Registrant  believes that the interest  rate in the note may be usurious.  There
have been no discussions between Newport and the Registrant concerning this debt
for over three years and Newport has not taken any action to enforce the loan.

         (b)  In  February  2001,  the  Registrant  entered  into  certain  note
agreement with Jon R. Marple and Jon Marple former affiliates of the Registrant.
Total indebtedness  including  principal and interest as of December 31, 2002 to
both parties was $ 292,000.  As of March 31, 2003 the Registrant entered into an
agreement  with both  parties to forgive  the total  indebtedness  plus past due
balances on the consulting agreement for the issuance of 3,500,000 shares of the
Registrant's  stock plus a 36 month note for $39,750 and two  convertible  notes
totalling  $50,000,  convertible  into 6,000,000  shares of the Registrant.  The
effect of this  transaction  was a reduction  in debt of the  company  totalling
approximately $310,000.

INFLATION.

         The Registrant's  management does not believe that inflation has had or
is likely to have any significant impact on the company's operations.

OTHER.

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

CRITICAL ACCOUNTING POLICIES.

                                       14

<PAGE>

         The Securities  and Exchange  Commission  ("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  Commission  has 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 Registrant's most
critical accounting policies include: (a) use of estimates in the preparation of
financial  statements;  (b)  non-cash  compensation  valuation;  and (c) revenue
recognition.  The  methods,  estimates  and  judgments  the  Registrant  uses in
applying these most critical  accounting  policies have a significant  impact on
the results the company reports in its financial statements.

(a)      USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS.

         The preparation of these financial  statements  requires the Registrant
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, the Registrant evaluates these estimates,
including those related to revenue recognition and concentration of credit risk.
The Registrant bases its estimates on historical experience and on various other
assumptions  that is  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)      NON-CASH COMPENSATION VALUATION.

         The  Registrant  intends  to issue  shares of common  stock to  various
individuals  and  entities  for  management,  legal,  consulting  and  marketing
services. These issuances will be valued at the fair market value of the service
provided  and the  number of shares  issued is  determined,  based upon the open
market  closing  price  of  common  stock  as of the  date  of  each  respective
transaction.  These  transactions  will be  reflected as a component of selling,
general and administrative expenses in the accompanying statement of operations.

(c)      REVENUE RECOGNITION.

         Revenue is recognized on a completed  contract  basis,  i.e.,  when the
product or services are provided. Inventory is valued at specific identification
adjusted to the lower of cost or market value.

FORWARD LOOKING STATEMENTS.

         The  foregoing  management's   discussion  and  analysis  of  financial
condition and results of operations 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.

                                       15

<PAGE>

The words "believe," "expect,"  "anticipate,"  "intends," "forecast," "project,"
and  similar  expressions  identify   forward-looking   statements.   These  are
statements  that relate to future  periods and include,  but are not limited to,
statements  as to the  Registrant's  estimates as to the adequacy of its capital
resources, its need and ability to obtain additional financing, the features and
benefits of its products, its growth strategy, the need for additional sales and
support  staff,  its  operating  losses and  negative  cash flow,  its  critical
accounting   policies,   and  factors   contributing   to  its  future   growth.
Forward-looking  statements are subject to certain risks and uncertainties  that
could cause actual  results to differ  materially  from those  projected.  These
risks and uncertainties  include, but are not limited to, those discussed above,
as well as risks related to the  Registrant's  ability to develop new technology
and introduce new products.  These  forward-looking  statements speak only as of
the  date  hereof.  The  Registrant   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.  CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

         Within  the 90 days  prior  to the end of the  period  covered  by this
report,  the Registrant  carried out an evaluation of the  effectiveness  of the
design and operation of its disclosure  controls and procedures pursuant to Rule
13a-15 under the Securities  Exchange Act of 1934, as amended  ("Exchange Act").
This evaluation was done under the supervision and with the participation of the
Registrant's  president.  Based  upon that  evaluation,  he  concluded  that the
Registrant's  disclosure  controls and  procedures  are  effective in gathering,
analyzing  and  disclosing   information  needed  to  satisfy  the  Registrant's
disclosure obligations under the Exchange Act.

CHANGES IN DISCLOSURE CONTROLS AND PROCEDURES.

         There  were  no  significant  changes  in the  Registrant'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  Registrant  is not a party to any
material pending legal  proceedings  and, to the best of its knowledge,  no such
action by or against the Registrant has been threatened.

         (a) On October 4, 1999 the  Registrant  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 Registrant in 1996 and 1997. The

                                       16

<PAGE>

Registrant'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  Registrant,  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  Registrant  legally
obligated to honor this check.  The  Registrant  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 Registrant
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
Registrant; this amount included post judgment costs of $1412.44 and other costs
of $894.29.

         On July 19, 2000,  the Registrant  entered into a settlement  agreement
with EWS. The Registrant  agreed to pay EWS $31,000 over a four month period and
issued to EWS 45,000 shares of the Registrant's common stock. The Registrant 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 Registrant has not reached an
agreement with EWS nor has it pursued any agreement during the past year.

         (b) On March 9, 2004, the Metropolitan  Airport  Commission in the City
of  Minneapolis,  Minnesota as Plaintiff  issued to the Registrant a summons and
complaint  to collect  the sum of $15,936  for unpaid rent during the year 2002.
The Registrant  intends to respond to the complaint and will work to settle this
matter on a reasonable basis.

         The above  litigation has been accounted for in the booked  expenses of
the Company.

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

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         Not applicable.

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

         None.

ITEM 5.  OTHER INFORMATION.

Subsequent Events
-----------------

         (a) On October 1,  2004, the Registrant  entered into a new  employment
agreement  with its  president,  Gary  Borglund  (see  Exhibit 10.5 to this Form
10-QSB).
         (b) On November 5, 2004, the Company filed a certificate of designation
with the Nevada  Secretary  of State,  designating the rights and preferences of
the Company's preferred shares authorized in its articles of incorporation (see
Exhibit 4.10 to this Form 10-QSB).



                                       17

<PAGE>

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 Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          SYNTHETIC TURF CORPORATION OF AMERICA

Dated: November 5, 2004                   By: /s/  Gary Borglund
                                              ----------------------------------
                                                   Gary Borglund,
                                                   President/Secretary/Treasurer

                                  EXHIBIT INDEX

Number         Description
------         -----------------------------------------------------------------
2.1            Agreement and Plan of Reorganization between the Registrant,
               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 Registrant 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 Registrant, 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).

                                       18
<PAGE>

Number         Description
------         -----------------------------------------------------------------

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            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 Registrant 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 Registrant 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).

                                       19

<PAGE>

Number         Description
------         -----------------------------------------------------------------
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 (filed
               herewith).

10.1           Employment Agreement between the Registrant 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 Registrant 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 Registrant 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 Registrant, 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 Registrant and Gary Borglund,
               dated October 1, 2004 (filed herewith).

21             Subsidiaries of the Registrant (incorporated by reference to
               Exhibit 21 of the Form 10-KSB filed on April 15, 2003).

23             Consent of Independent Certified Public Accountant (incorporated
               by reference to Exhibit 23 of the Form 10-KSB filed on April 5,
               2004).

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

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

                                       20