City Capital Corp. (CTCC)

[TheFinalCD]

INITIAL COMPANY INFORMATION AND DISCLOSURE STATEMENT
PURSUANT TO
RULE 15c2-11(a)(5)
As of March 1, 2012
CITY CAPITAL CORPORATION
3395 WEST CHEYENNE AVENUE
NORTH LAS VEGAS, NV. 89032
Phone: [phone]
Fax: [phone]
Federal I.D. No. CUSIP No.
22-2774460 17776P209
ISSUERfS EQUITY SECURITIES
COMMON STOCK
$0.001 Par Value
235,000,000 Common Shares Authorized
206,844,720 Shares Issued and Outstanding
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CITY CAPITAL CORPORATION
INFORMATION AND DISCLOSURE STATEMENT
February 29, 2012
All information contained in this Initial Information and Disclosure Statement has been compiled to fulfill the disclosure requirements of Rule 15c2-11(a)(5) promulgated by the Securities Exchange Act of 1934, as amended. The enumerated items and captions contained herein correspond to the format as set forth in the Rule.
PART A GENERAL COMPANY INFORMATION
Item I. The exact name of the issuer and its predecessors (if any):
CITY CAPITAL CORPORATION, a Nevada corporation
f/k/a Synthetic Turf Corporation of America, a Nevada corporation
f/k/a JustWebit.com, Inc., a Nevada corporation
f/k/a Superior Wireless Communications, Inc., a Nevada corporation
f/k/a Micro Television Corp., a Nevada corporation
Item II. The address of the Issuer's principal executive offices:
3395 West Cheyenne Avenue
Las Vegas, NV. 89032
Phone: [phone]
Fax: [phone]
Item III. The jurisdiction(s) and date of the Issuer's incorporation or organization:
The Issuer was originally incorporated on July 24, 1984 in Nevada under the name of Micro Television Corp. it subsequently changed its name to CITY CAPITAL CORPORATION ("City" the "Company" or the "Issuer").
PART B SHARE STRUCTURE
Item IV. The exact title and class of securities outstanding:
Common Stock
CUSIP:
Trading Symbol: CTCC
Series A Preferred Stock
Series B Preferred Stock
Neither of the series of preferred stock have a CUSIP or trading symbol.
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Item V. Par or stated value and description of the security:
A. Par Value:
Common Stock, $0.001 par value per share
Preferred Stock, $0.001 par value per share
B. Common and Preferred Stock:
Currently, the Company is authorized by its Articles of Incorporation (as amended) to issue an aggregate of 250,000,000 shares of capital stock, of which 235,000,000 are shares of Common Stock ($0.001 par value per share) and 15,000,000 shares of Preferred Stock ($0.001par value per share). As of this filing, there were 206,844,720 shares of Common Stock outstanding and 5,000,000 shares of Preferred Stock outstanding. This description of certain matters relating to the securities of the Company is a summary and is qualified in its entirety by the provisions of the Company's Articles of Incorporation and Bylaws.
Common Stock
All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. The Common Stock is not convertible or redeemable and has no pre-emptive, subscription, or conversion rights.
Preferred Stock
We are authorized to issue up to 15,000,000 shares of Preferred Stock with designations, rights and preferences determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting, or other rights that could adversely affect the voting power or other rights of the holders of the Common Stock. In the event of issuance, the Preferred Stock could be used under certain circumstances as a method of discouraging, delaying or preventing a change in control of the Company.
As of this filing, an aggregate of 5,000,000 shares of Preferred Stock were designated in Series A, an aggregate of 5,000,000 shares are issued and outstanding in those series. The shares of preferred stock authorized and outstanding in each series are listed below:
Series A Preferred Stock 5,000,000 authorized with 5,000,000 issued and outstanding
Series A Preferred Stock
On or about October 25,2011, the Company designated 5,000,000 shares of Preferred Stock as Series A Preferred Stock and subsequently issued all 5,000,000 shares. Voting rights were established whereby one (1) share of Series A Preferred Stock has one hundred (100) equivalent votes of stockholders of the Company's Common Stock for an aggregate of 500,000,000 votes. Each share of Series A Preferred Stock is convertible into ten (10) shares of the Company's Common Stock. In event of the liquidation of the Company, the shareholders of Series A Preferred Stock would have preference over the shareholders of the Company's Common Stock and all other series of Preferred Stock.
Although we presently do not have plans to issue additional series of preferred stock there are 10,000,000 additional shares authorized by the articles of incorporation that could be issued by the board of directors.
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Item VI. The number of shares or total amount of the securities outstanding for each class of securities authorized:
The below chart provides the information for each class of securities authorized as of the end of the issuer's last two fiscal years. The figures listed are historical. Figures presented for the year ended September 30, 2008 have not been adjusted to reflect the 20:1 reverse stock split on August 20, 2009.
Class of Stock
Year Ended December 31, 2011
Year Ended
December 31, 2010
Common Stock:
Number of Shares Authorized
235,000,000
235,000,000
Number of Shares Outstanding
235,000,000
129,703,957
Freely tradable shares (public float)
142,657,001
61,901,473
Total number of beneficial shareholders
Total number of shareholders of record
505
481
Preferred Stock:
Number of Shares Authorized
15,000,000
15,000,000
Number of Shares Outstanding
5,000,000
-0-
Number of Shares Designated in a Series
5,000,000
-0-
Series A Preferred Stock:
Number of Shares Authorized
5,000,000
-0-
Number of Shares Outstanding
5,000,000
-0-
Freely tradable shares (public float)
0
-0-
Total number of beneficial shareholders
0
-0-
Total number of shareholders of record
1
-0-
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PART C Business Information
Item VII. The name and address of the transfer agent:
Standard Registrar and Transfer Co.
12528 South 1840 E
Draper, UT 84020
801-571-8844
Our transfer agent confirmed to us that it is registered with the Securities & Exchange Commission.
Item VIII. The nature of the issuerfs business:
A. Business Development.
The Company was incorporated on July 24, 1984 in Nevada under the name Diversified Ventures, Inc. From 1984 to 2003 the company went through various names changes and business ventures. On December 4. 2006. The Company changed its name to City Capital Corporation. The Company's fiscal year end is December 31.
City Capital Corporation engaged in several diverse business ventures including real estate developments, self-enrichment companies, and the buying, selling and drilling of oil and gas properties. The management encountered problems with financing and allegations of improper use of the investment proceeds derived from the self-enrichment activities. The management of the company resigned October 22, 2010. On February 2, 2011, the Company entered into an agreement to acquire ERX Holdings LLC, a supplier of rooftop solar facilities for commercial building applications.
On October 21, 2011, the Company entered into an agreement to acquire Strategic Energy and Power, Inc., a Nevada corporation. The agreement call for the company to issue 5,000,000 shares of Series A Preferred Stock in exchange for the assets and liabilities of Strategic Energy & Power, Inc. Each of these shares has preference on assets in event of dissolution and voting power of 100 votes for each share of preferred Stock held by the shareholder.
CITY CAPITAL CORPORATION, through its subsidiary Strategic Energy & Power, Inc., will continue itsf business in the developing, building , selling and installing LED Light opportunities and the building of solar panels based upon the principles first developed and perfected for the space program . A more detailed explanation is included under the companies business.
Neither the issuer nor any predecessor has been in bankruptcy, receivership or any similar proceeding. The Issuer has not had its securities delisted by any securities exchange or deletion from the OTC Bulletin Board nor has there been any current, past, pending or threatened legal proceedings or administrative actions either by or against the issuer that could have a material effect on the issuer's business, financial condition, or operations and any current, past, or pending trading suspensions by a securities regulator.
For the prior two-year period ending December 31, 2011 and as of the date of this filing:
our fiscal year end is December 31, we have never been in bankruptcy, receivership or a similar proceeding,
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we are not currently in default of the terms of any note, loan, lease, or other indebtedness or financing arrangement requiring us to make payments, we have not had any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets other than mentioned above, we had a change of control in connection with the above-mentioned Strategic Energy & Power, Inc. acquisition, we do not currently have a pending or anticipated stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization, we have never been delisted by any securities exchange and our Common Stock currently trades on the Pink Sheets, and we do not have any current, past, pending or threatened legal proceedings or administration actions either by or against the Company that could have an effect on our business, financial condition, or operations and any current, past or pending trading suspensions by a securities regulator. We voluntarily filed a form 15-15D to suspend filing with the Securities and Exchange Commission of the United States.
B. Business of Issuer.
At no time since inception has the Company been a shell company as defined by Securities Act Rule 405. The Companyfs primary and secondary SIC codes are 7600 (Miscellaneous Repair Services) and 3690 (Electrical Machinery, Equipment and Supplies). The Issuer is in the development stage and is currently conducting operations in the solar power energy generation and lighting using LED fixtures new construction or retrofit of existing structures.
Company Overview
Mission Statement of Strategic Energy and Power, Inc.:
Strategic Energy and Power, Inc. provides Green Energy that is competitive with fossil fuels by employing proprietary new technologies combined with existing solar and wind power generation and LED lighting.
Strategic Energy and Power is a combination of two synergistic, wholly-owned operating divisions:
1. Solar Hybrid Energy Corporation (Sol-Hy)
2. LEDLites USA
These two divisions operating together within STEP create a synergistic effect for providing green energy. Both function in international markets that are in vigorous growth stages with long-term prospects, the solar components driven by federal and state legislation with tax incentives.
Solar Hybrid (Sol-Hy)
The primary technology of Solar Hybrid, trade name Sol-Hy, is in solar energy concentration and conversion to electricity. A proprietary holographic lens structure, optical light guide, multi-junction semiconductor, and patented interconnect technology enables Sol-Hy to offer far more efficient collection of solar energy than existing conventional technologies. These patented
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processes increase solar cell interconnect reliability, providing higher electrical efficiency and significant production cost savings while conserving expensive semiconductor materials. The company has licensed a number of patents for this process, and will file proprietary patents on developing technology as well as trademarks, trade names and copyrights.
Sol-Hyfs competitive advantages in this field include:
A patentable solar panel that outputs twice the power in the same amount of space as competitors. The core technology has been proven for years in space satellites and is now ready for wide-spread general power generation. The protection of patents in the United States and other countries with many more patents in process. The foundational intellectual property is protected and will continue to be built upon to maintain a competitive edge. Product/vendor partnerships with the worldfs best and well known solar technology companies such as Boeing Spectrolab Inc. and Spire Corporation. These two partners alone have a combined almost 100 years in the global solar technology business.
Spectrolab Inc., a wholly owned subsidiary of The Boeing Company, is the worldfs leading merchant supplier of high energy multijunction solar cells for concentrated photovoltaic (CPV) and spacecraft power systems with proven reliability drawn from over six decades of experience in the space industry.
Spire Corporation is the leading global solar company providing capital equipment to manufacture of PV modules & cells, turnkey solar manufacturing lines and PV systems. Spire has provided innovative solar technologies for over 30 years.
The key to Sol-Hyfs success will be the performance and reliability of its panels. All of our patented and patent pending products and their components have been rigorously tested to stringent industry standards. Our products meet or exceed reliability and life-cycle viability. Certification by Underwriter Labs (UL) and other certification organizations are in full process and ISO 9001:2008 and ISO 14001:2004 certifications are underway. These certification guarantees and underwriting will allow worldwide product distribution and installation.
As of 2011, solar photovoltaics generate electricity in more than 100 countries but at present account for just a small fraction of the total global power-generating capacity from all sources. Photovoltaic production, however, has been increasing by an average of more than 20 percent each year since 2002, making it the worldfs fastest-growing energy technology.
Solarbuzz Reports World Solar Photovoltaic Market Grew to 18.2 Gigawatts in 2010, Up 139% Y/Y.
Worldwide solar photovoltaic (PV) market installations reached a record high of 18.2 gigawatts (GW) in 2010. This represents growth of 139% over the previous year, according to the annual PV market report, MarketbuzzR 2011, issued today by Solarbuzz, a California-based solar energy consultancy, and a part of The NPD Group.
The PV industry generated $82 billion in global revenues in 2010, up 105% Y/Y from $40 billion in 2009. Companies throughout the PV chain successfully raised more than $10 billion in equity and debt over the last 12 months.
In 2010, the top five countries by PV market size were Germany, Italy, Czech Republic, Japan, and the United States.representing over 80% of global demand. European countries represented
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14.7 GW, or 81% of world demand in 2010. The top three countries in Europe were Germany, Italy, and the Czech Republic, which collectively totaled 12.9 GW. In 2010, the Japanese and US markets grew by 101% and 96%, respectively. In all, over 100 countries made some contribution to soaring global PV demand last year.
The fact that Europe represented fully 81% of world demand in 2010 indicates that the market in the US has the potential for large growth.
LEDLites USA
LEDLites USA is in the business of producing and marketing LED (Light Emitting Diode) light fixtures and components for both the residential and commercial markets. LED lighting is a green technology that consumes far less energy and requires much less maintenance than competing lighting technologies, making it highly competitive for both retrofit and new lighting systems.
Federal and State Legislation and Federal and State Tax Benefits are driving the LED lighting market not just in the United States but all over the world.
Federal Legislation includes the energy bill passed December 2007, confirmed July 15, 2011, making incandescent lighting prohibited for sale in stores by the year 2012 in favor of CFL (Compact Fluorescent Light) bulbs. But CFL is at best interim solution, far less efficient and more toxic (using mercury) than LED lighting which can be expected to be the lighting of choice as costs come down with the expansion of the market.
The federal Energy Policy Act of 2005 offers tax incentives to energy-efficient commercial buildings. Any building that can cut its lighting power density by 25-50 percent is eligible to receive a tax reduction of 60 cents per square foot. By converting to LED bulbs, companies can reduce their light electric output by 80 percent. Not only do LED users see immediate reductions in their energy bills, they also receive government endorsed tax incentives for making their buildings more energy efficient.
LEDLites USA is: A game changer with ground breaking industry disruptive technology. LEDLites USA has an exclusive North American distribution contract for a large Chinese LED light manufacturing company which will utilize American design technology and Asian low cost manufacturing capability. LEDLites USA has designs and technology for Design and Functionality/Utility patents that will be filed in the USA and internationally. Has a unique selling proposition: LEDLites USA is the first company to enter the LED Lighting market with an extensive background in the design and manufacture of power supplies and associated thermal management. The current manufacturers of commercial lighting fixtures are basically assemblers of various metal, plastic and glass parts to form the fixture itself. The bulbs are manufactured by a third party as are the ballasts used in fluorescent lighting. There is no history of electronic technology these companies can refer to in the development of LED light fixtures.
LEDLites USA on the other hand, has its background in power supply technology and thermal management having acquired power supply and LED light manufacturing designs and technology from Multichip Display Inc., which is utilized in avionic cockpit displays. For more than 20 years, Multichip has engineered and manufactured power
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supplies for demanding applications. These power supplies use multi-output switchers, linear and ferro-resonant topologies for the aerospace, defense, telecom, networking and industrial markets, in both custom and standard (VME, PCI, etc.) form factors. This relationship alone gives LEDLites USA a huge advantage in the LED light fixture marketplace, already documented in LEDLites USA Energy Star testing where its fixtures exceeded the efficiency requirements by over 90% - 100 lumens/watt required; 120 lumens/watt achieved.
Major customers of Multichip include The Boeing Company, the Federal Aviation Administration, Lochheed-Martin, L-3 Communications, and the U.S. Army, Air Force & Navy. Through Multichip, LEDLites USA has built-in customer relationships with these major customers.
The key to LEDLites USAfs success will be the performance and reliability of our light fixtures.
Our world class partnerships with our vendors/suppliers are the other cornerstones of our product reliability. LEDLites USA will both leverage the technology of suppliers and develop technologies and intellectual properties of its own. Hundreds of millions of dollars have already been invested by component suppliers, for example, in the LED chips themselves. Although, LEDLites USA has the flexibility to use several different suppliers of LED chips, they have developed special pricing contracts with primary suppliers. Flexibility of design will protect us from becoming someone elsefs captive customer with high pricing.
LEDLites USAfs strategy is to develop and maintain a leadership position in the commercial solid state lighting (SSL) market through ongoing technology development. This ongoing improvement of the cost/benefit equation will reduce the commoditization of the market segments the company serves, preserving the best margin opportunities at the same time.
LEDLites USAfs vision is to become a market leader in LED light fixtures for both the retro-fit and new building sectors. LEDLites USA will utilize its superior knowledge in the field of power supplies and thermal management as well as its modular design technology to be a leader in the LED revolution in the commercial lighting industry. By using a combination of partnerships with established corporations, green building groups and relationships it will build with federal, state and local governments, LEDLites USA is poised to become synonymous with the term "LED light fixture." This seamless integration into the mainstream consciousness of American builders, architects and engineers will solidify LEDLites USA as the clear market leader in the LED commercial light fixture segment.
LEDLites USA uses state-of-the-art patented and patent pending products/components and overall technology structures to overcome all the traditional cost obstacles. Our technology dramatically improves LED light fixture energy conversion efficiency and significantly lowers the levelized cost of energy more than anything available anywhere in the world.
Our unique design approach gives LEDLites USA a platform for the Sun Harvesting, Motion Detection and light level selection options. These features provide LEDLites USA with an economic advantage as the energy savings afforded by these features can be significant . 20% to 30% above the normal savings provided by any competitive LED light fixtures. These technological advantages will be leveraged to the greatest extent possible.
LEDLites USA will use its core skills in thermal management, system packaging and manufacturing to develop and advance technology for two key purposes: To develop product solutions that maintain a leadership position over its competitors based upon superior cost-benefit to its customers, as well as greater product functionality.
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To drive down unit cost while maintaining the key domestic work-force through the advancement of manufacturing & assembly technology & processes.
Federal Legislation
The new energy bill (passed December 2007, confirmed July 15, 2011) making incandescent lighting prohibited for sale in stores by the year 2012
Tax incentives
The federal Energy Policy Act of 2005 offers tax incentives to energy-efficient commercial buildings. Any building that can cut its lighting power density by 25-50 percent is eligible to receive a tax reduction of 60 cents per square foot. By converting to LED bulbs, companies can reduce their light electric output by 80 percent. Not only do LED users see immediate reductions in their energy bills,
they also receive government endorsed tax incentives for making their buildings more energy efficient.
"LED lighting is 70-80% more efficient than traditional lighting and can create some very dramatic lighting effects,h states Roger Hale, energy consultant and owner of Commercial LED Lighting in Florida, "but the real asset of LED technology is the length of time these lights last." "Conservatively, we estimate that LED lights will last for at least 12 to 15 years, giving them a clear advantage over halogen and compact fluorescent lighting, (CFL)".
Because of our thermal management and reliability of our power supply, LEDLites USA LED light fixtures will last twice as long as any of our competitorfs product.
Item IX. The nature of products or services offered:
See Item VIII above.
The Company presently supplies LED Light products primarily to the aviation industry, with a customer list which includes Honeywell, Inc. and Lockheed-Martin, Inc.
Item X. The nature and extent of the issuerfs facilities:
The Issuerfs principal corporate office and production facility is located at 3395 W. Cheyenne Ave., N. Las Vegas, NV. 89032. The facility consists of 6,300 square feet of Offices and production space and is leased from Richard and Shaw LLC at a monthly rental rate of $3,975 and is on a long term lease for five years.
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PART D MANAGEMENT STRUCTURE AND FINANCIAL INFORMATION
Item XI. The name of the chief executive officer, members of the board of directors, as well as control persons.
A. Officers and Directors
The Executive Management Team
The Sol-Hy and LEDLites USA patented products/components and our patent pending products/components are world class. All the vertical and horizontal markets are primed and have pent up demand for our technology. But what will ultimately create the value for all of our stakeholders are the members of our executive management team and the fellow team members we will hire to execute our business plan.
The management team has extensive semiconductor and executive management experience in solar, wafer processing, advanced integrated circuit (IC) packaging/assembly, and sales/marketing of advanced IC packaging. All are senior level management personnel and have known each other professionally for many years.
Donald M. MacIntyre . CEO and Director- 30 years semiconductor experience in crystal growth, wafer process, test and assembly. CEO of several semiconductor test/assembly companies with buy-outs by Black & Decker, Cypress Semiconductor and founder of Stars Microelectronics . Thailand Ltd.
Bruce MacIntyre- Corporate Secretary
Perry Barker . Director
Mr. Perry Barker has served as the Company's Director since his election in October 2011. For the past five years, Mr. Barker has served as National Sales Manager for technological products. Mr. Barker earned a B.A. in Business from Mellon University.
The below table sets forth the compensation of our executive officers.
Name of Officer/Director
Position Held
Compensation*
Donald M. MacIntyre
President and Chief Executive Officer
$140,000
Bruce MacIntyre
Secretary
$80,000
_________________
*All executive officers began accruing compensation on January 1, 2012.
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Our directors are compensated as follows each Company officer receives no additional compensation for attending meetings, non employee directors each receive $500 per meeting attended, and any non-directors who are invited to attend a meeting receive $250 per meeting attended.
B. Legal/Disciplinary History
None
C. Disclosure of Family Relationships.
Donald M. MacIntyre, CEO and Bruce MacIntyre are brothers.
Disclosure of Related Party Transactions.
As of October 21, 2011 and through the date of this filing, only one of the officers and directors are also shareholders who own the controlling ownership interest in the Company, namely:
Shareholder Name
Office Held
Preferred Stock Ownership
Percentage of Ownership*
Donald MacIntyre
Chairman, President and Chief Executive Officer
5,000,000 shares
66.0
________________
Item XII Under construction
Item XIII. Similar Financial Information for Such Part of the Two Preceding Fiscal Years as the Issuer or its Predecessor has been in Existence.
None.
Item XIV. Beneficial Owners.
As of the date of this filing, the following table sets forth certain information with respect to the beneficial ownership of our Common Stock by (i) each stockholder known by us to be the beneficial owner of more than 5% of our Common Stock, (ii) by each of our current directors and executive officers as identified herein, and (iii) all of the Companyfs directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of Common Stock, except as otherwise indicated. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock and options, warrants, and convertible securities that are currently exercisable or convertible within 60 days of the date of this document into shares of the Company are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants, or convertible securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
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Title of Class
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Ownership(1)
Per-centage Owned
Preferred Stock
Donald M. MacIntyre (Chairman, President and Chief Executive Officer)
3395 W. Cheyenne Ave. N. Las Vegas, NV. 89032
5,000,000
62%
Item XV. The Name, Address, Telephone Number, and Email Address of each of the Following Outside Providers that advise the Issuer on Matters Relating to Operations, Business Development and Disclosure:
Investment Banker:
None
Promoters:
None
Legal Counsel:
Michael Berg
8426 E. Shea Blvd.
Scottsdale, AZ 85260
Phone: [phone]
E-mail: [e-mail]
Accounting Firm/Auditors:
None
IR/PR Firm:
Ten and Associates, Inc.
Consultants:
None
Management's Discussion and Analysis or Plan of Operation.
A. Plan of Operation
The Company has a unique opportunity to fill a void in each of the areas if itfs expertise . The solar industry has been hard hit with highly published media accounts of bankruptcies and political rhetoric. The industry that has been going down has all been in one segment of thin film panels, which directly competes with the Chinese market. Our product will not be in the thin film market and has a markedly higher efficiency rating.
As the present administration continues to force electrical rates to increase and the introduction of the $50.00 light bulb, then the savings offered by use of the Light Emitting Diodes will only increase. The
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length of effective life and the lowered use of electricity will only make these products more common in both industrial, government and local community use.
To fund operations for the next twelve (12) month period, the Company projects a need for $1.5 million that it will have to raise through debt or equity. The Company will continue to lease the present facilities and has the ability to expand in the same building.
Over the next twelve (12) months, the Company does not plan on significant product research and development other than required modifications to equipment to improve efficiency. The Company does not plan to allocate any funding to research and development activities.
The Company does not expect any significant changes in the number of employees until after purchase orders are received.
Risk Factors
The Company has a limited operating history in the industry. The Company currently has limited revenues, has a shortage of funds to satisfy operating expenses, and is not currently able to generate sufficient cash flow to cover operating expenses. The Company's financial statements have been presented on the basis that it is a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Without expansion, the Company most likely will continue to experience modest growth with limited profits, but it may not be able to implement its planned growth and expansion. The Company is presently working on efforts to raise capital and management believes such funds will be raised.
An investment in the Company involves a number of significant risks. You should carefully consider the following risks and uncertainties in addition to other information in evaluating the Company and its business prior to purchasing shares of Common Stock. The Companyfs business, operating results, and financial condition could be impacted or harmed due to any of the following risks. The risks described below are all of the potential risks of which we are currently aware. Additional risks not presently known to us may also impair our business operations. You could lose all or part of your investment due to any of these risks.
Risks Related to our Business
Because we have a limited operating history, you may not be able to evaluate our operations accurately.
The Company has had limited operations to date and has generated limited revenue. Therefore, the Company has a limited operating history upon which to evaluate the merits of investing in the Company. Because the Company is in the early stages of operating our business, it is subject to many of the same risks inherent in the operation of a business with a limited operating history.
The Company needs additional financing.
The Company has generated limited revenue and is primarily dependent on the availability of financing in order to continue its business. There can be no assurance that financing sufficient to enable us to continue operations and construct new facilities will be available in the near future. The Companyfs failure to obtain future financing or to produce levels of revenue to meet our financial needs could result in its inability to continue as a going concern and, as a result, investors in the Company could lose their entire investment.
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If the Company fails to adequately manage the size of the business, it could have a severe negative effect on the Companyfs financial results or stock price.
The Company believes that in order to be successful it must appropriately manage the size of its business. This may mean reducing costs and overhead in certain economic periods and selectively growing in periods of economic expansion. In addition, the Company will be required to implement operational, financial and management information procedures and controls that are efficient and appropriate for the size and scope of operations. The management skills and systems currently in place may not be adequate and the Company may not be able to manage any significant cost reductions or effectively provide for growth.
If we fail to attract and retain qualified senior executive and key technical personnel, our business will not be able to expand.
We are dependent on the continued availability of the services of our management team and other key employees, many of whom are vital to the Company's future success, and the availability of new employees to implement our business plan. The market for skilled employees is highly competitive, especially for employees in technical fields. Although our compensation programs are intended to attract and retain the employees required for us to be successful, there can be no assurance that we will be able to retain the services of all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue to attract new employees as required.
Our personnel may voluntarily terminate their relationship with us at any time and competition for qualified personnel, especially technical engineers, is intense. The process of locating additional personnel with the combination of skills and attributes required to carry out our strategy could be lengthy, costly and disruptive.
If we lose the services of key personnel, or fail to replace the services of key personnel who depart, we could experience a severe negative effect on our financial results and stock price. In addition, there is intense competition for highly qualified engineering and marketing personnel in the industry that we operate. The loss of the services of any key engineering, marketing or other personnel or our failure to attract, integrate, motivate and retain additional key employees could have a material adverse effect on our business, operating and financial results and stock price.
We depend upon our senior management and their loss or unavailability could put us at a competitive disadvantage.
Our success depends largely on the skills of certain key management, including Donald M. MacIntyre (the Company's Chairman, President and Chief Executive Officer), Bruce Parsons (Chief Financial Officer) and Bruce MacIntyre (the Company's Secretary). The loss of the services of any or all of these individuals could materially harm our business because of the cost and time necessary to replace and train a replacement. Such a loss would also divert managementfs attention away from operational issues.
Adverse changes or interruptions in our relationships with third parties could affect our business operations and impair the quality of our service and reduce our revenues.
Although our business is not substantially dependent on any agreement with any specific third party, we rely on various relationships with vendors which terms could affect our access to inventory and reduce revenues. All of the relationships we have are freely terminable upon notice. We cannot assure you that our arrangements with third parties will remain in effect or that any of these third parties will continue to supply us with the same level of access to inventory in the future. If access to inventory is affected, or our ability to obtain inventory on favorable economic terms is diminished, it may reduce our revenues.
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Our failure to establish and maintain representative relationships for any reason could negatively influence our systems and reduce our revenues.
Potential and evolving government regulation could impose taxes or other burdens on our business that could increase our costs or the demand for our services.
Increased regulation regarding the industry could increase the cost of our doing business or otherwise reduce our sales and revenues. Additionally, changing laws, rules and regulations, and legal uncertainties may adversely affect our business, financial condition, and results of operations. Our business, financial condition, and results of operations could be adversely affected by unfavorable changes in or interpretations of existing, or the promulgation of new laws, rules and regulations applicable to us and our business, including those relating to energy and waste disposal.
Risks Related to our Stockholders and Shares of Common Stock
Trading on the Pink Sheets may be volatile and sporadic, which could depress the market price of our Common Stock and make it difficult for our stockholders to resell their shares.
Trading in stocks quoted on the Pink Sheets is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with a Companyfs operations or business prospects. This volatility could depress the market price of our Common Stock for reasons unrelated to our business or operating performance. Moreover, the Pink Sheets is not a stock exchange, and trading of securities on the Pink Sheets is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like the American Stock Exchange. Accordingly, stockholders may have difficulty reselling any of their shares of Common Stock.
Our Common Stock price may be volatile and could fluctuate widely in price which could result in substantial losses for investors.
The market price of our Common Stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including:
technological innovations by competitors; governmental regulation of our products and services; additions or departures of key personnel; decline in demand for our Common Stock; our ability to integrate operations, technology, products and services; our ability to execute our business plan; operating results below expectations; loss of any strategic relationships; industry developments; lack of funding generated for operations; investor perception of our industry or our prospects; general economic trends and other external factors; and period-to-period fluctuations in our financial results.
Because we have had limited revenues to date, you should consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. The market price of our Common Stock may be materially and adversely affected by these market fluctuations.
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We have not paid cash dividends in the past and do not expect to pay cash dividends in the future on our Common Stock. Any return on investment may be limited to the value of our Common Stock.
We have never paid cash dividends on our Common Stock and do not anticipate paying cash dividends in the near future. The payment of cash dividends on our Common Stock will depend on earnings, financial condition and other business and economic factors at such time as the board of directors may consider relevant. If we do not pay cash dividends, our Common Stock may be less valuable because a return on your investment will only occur if its stock price appreciates.
Because three of our executive officers maintain ownership of up to 71% of the outstanding shares of the voting rights of the Company, they will control our operations.
Donald M. MacIntyre (our Chairman, President and Chief Executive Officer), own an aggregate of 71.0 % of the voting rights of the Company. As a result of this ownership, he will be able to elect all of our directors and entirely control our operations. If his decisions are incorrect or if the Company cannot raise sufficient operating capital or sustain itself on its remaining revenues, we could go out of business and you would lose your investment.
We intend to apply in the future to have our stock quoted on the OTC Bulletin Board, however, until such application is approved, our Common Stock will be traded on the Pink Sheets. Further, current penny stock regulations may impose certain restrictions on marketability of our stock.
Until such time in the future that our application to be listed on the OTC Bulletin Board is approved, our Common Stock will be traded on the Pink Sheets under the symbol \CTCC.. The Pink Sheets is generally considered to be a less efficient market than markets such as NASDAQ or other national exchanges which may cause difficulty in conducting trades and difficulty in obtaining future financing.
Further, our securities are subject to the "penny stock rules" adopted pursuant to Section 15 (g) of the Securities Exchange Act of 1934, as amended, or Exchange Act. The penny stock rules apply to non-NASDAQ companies whose Common Stock trades at less than $5.00 per share or which have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). Such rules require, among other things, that brokers who trade "penny stock" to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade "penny stock" because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the "penny stock rules" for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the "penny stock rules," investors will find it more difficult to dispose of our securities. Further, for companies whose securities are traded in the Pink Sheets, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services such as the Dow Jones News Service generally do not publish press releases about such companies, and (iii) to obtain needed capital.
Our Board of Directors may issue and fix the terms of shares of our Preferred Stock without stockholder approval, which could adversely affect the voting power of holders of our Common Stock or any change in control of our Company.
Our certificate of incorporation authorizes the issuance of up to 10,000,000 additional shares of Preferred Stock, with such designation rights and preferences as may be determined from time to time by the Board of Directors. Our Board of Directors is empowered, without shareholder approval, to issue additional shares of Preferred Stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our Common Stock. In the event of
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such issuances, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company.
A sale of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline.
The market price of our Common Stock could decline because of sales of substantial amounts of our Common Stock in the public market, or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of Common Stock.
We have historically experienced only small gains in net income. If we are unable to reverse this trend, we may be forced to cease operations.
During the period ended December 31, 2011 we experienced an increase of net income of $. Our operating results for future periods will include significant expenses, including developmental expenses, the building of new facilities, potential marketing costs, professional fees and administrative expenses, and will be subject to numerous uncertainties. As a result, we are unable to predict whether we will continue to achieve profitability in the future, or at all.
We have limited working capital as of December 31, 2011 but will face significant capital requirements in the future. Since we may incur losses in the future until we are able to generate sufficient revenues to offset our expenses, investors may be unable to sell our shares at a profit or at all.
We had net income of $52,827 and $4,144 for the year ended September 30, 2009 and for the seven months from Inception to September 30, 2008 respectively. Net cash used in operations for the year ended September 30, 2009 and for the seven months from Inception to September 30, 2008 was $36,766 and $3,961 respectively. During the year ended September 30, 2009 and for the seven months from Inception to September 30, 2008, we had working capital of $37,245 and $4,610 respectively. Because we have not yet achieved or acquired sufficient operating capital and given these financial results together with our expected cash requirements in 2009 and 2010, additional capital investments will be necessary to develop and sustain our operations.
We may be unsuccessful in our attempts to raise sufficient capital to fund our plans.
We continue to incur operating expenses, including salaries, but we have not yet obtained sufficient financing to effectively carry out our plans nor have we received sufficient operating revenues to support our human and equipment infrastructures. Until such time that we are successful in obtaining additional financing or achieve sufficient operating revenues to carry out our business strategy, there is significant risk that our business operations may be materially impaired.
Additional issuances of equity securities may result in dilution to our existing stockholders.
Our Articles of Incorporation authorize the issuance of 235,000,000 shares of Common Stock and 15,000,000 shares of Preferred Stock, which may adversely affect the voting power of the holders of our securities and may deter or delay changes in management. The Board of Directors has the authority to issue additional shares of our capital stock to provide additional financing in the future and the issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our Common Stock. If we do issue any such additional shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders. Because of such dilution, proportionate ownership interest and voting power will be decreased accordingly. Further, any such issuance could result in a change of control.
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To date, we have issued 5,000,000 shares of Preferred Stock in Series A. Our Board of Directors, without further approval of the Common Stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights, liquidation preferences and other rights and restrictions relating to any series of our Preferred Stock. Issuances of shares of Preferred Stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could among other things adversely affect the voting power of the holders of other of our securities and may, under certain circumstances, have the effect of deterring hostile takeovers or delaying changes in management control.
In addition, as we procure additional financing and acquire additional business assets, we will potentially grant shares, as well as warrants and stock options, to the financiers and shareholders of target companies. To the extent that additional shares are issued, notes are converted, and stock options and warrants are exercised, the shares that are issued may result in an oversupply of shares and an undersupply of purchasers, thereby diluting the market for our shares.
Our notes to our unaudited financials for the years ended December 31, 2011 and 2010 include an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern.
The notes accompanying our December 31, 2011 and 2010 unaudited financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that the Company will continue as a going concern." Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders may be materially and adversely affected.
If we fail to establish and maintain an effective system of internal controls over financial reports, we may not be able to accurately report our financial results or prevent fraud and this could adversely affect our operating results.
We may not be able to establish or maintain adequate internal controls over financial reporting. Due to lack of historical operating data, many of our internal controls and reporting systems are being designed as our business model develops. We rely on existing reporting systems that may have been implemented for different business models and may not function as intended. We are currently taking steps to strengthen our internal controls, we cannot be certain these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. We also cannot be certain that the interim steps we have taken, pending full implementation of these measures, to preserve our ability to accurately record, process, and summarize financial data and prepare our financial statements and reporting, will be effective. Many of these interim steps are time and labor intensive and rely on manual procedures, which makes them difficult to maintain for an extended period and increases the risk of errors. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations.
Moreover, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, should we become a reporting company responsible to file financial statements with the SEC, we may be required at some point to furnish a report by our management on our internal control over financial reporting. Such report will contain, among other matters, an assessment of the effectiveness of our internal control over financial reporting, including a statement as to whether our internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control
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over financial reporting identified by management. Such report will also contain a statement that our auditors have issued an attestation report on managementfs assessment of such internal controls.
When appropriate, we will perform a system and process documentation and evaluation needed to comply with Section 404, which is both costly and challenging. Management may identify one or more material weaknesses in our internal control over financial reporting. If such occurs, we will be unable to assert such internal control is effective. If we are unable to assert that our internal controls over financial reporting are effective (or if our auditors are unable to attest that our management's report is fairly stated or they are unable to express an opinion on our management's evaluation or on the effectiveness of the internal controls), we could lose investor confidence in the accuracy and completeness of our financial reports, which in turn could have an adverse effect on our stock price.
B. Off-Balance Sheet Arrangements.
None.
PART E ISSUANCE HISTORY
Item XVII. List of securities offerings and shares issued for services in the past two years.
Detailed below are all events, in chronological order, that resulted in changes in total shares of Common Stock outstanding for the Company within the two-year period ending on the last day of our most recent fiscal year.
Date
Event
Number of Shares Issued
Total Shares Outstanding
Information requested from the transfer agent.
Detailed below are all events, in chronological order, that resulted in changes in total shares of Preferred Stock outstanding for the Company within the two-year period ending on the last day of our most recent fiscal year.
Date
Event
Number of Shares Issued
Series A Preferred Outstanding
Series B Preferred
Outstanding
Series C Preferred
Outstanding
Series D Preferred
Outstanding
01/01/11
Shares Outstanding at year end
-0-
-0-
n/a
n/a
12/31/11
Shares Outstanding at year end
5,000,000
5,000,000
-0-
n/a
n/a
In connection with above-mentioned issuances of unregistered securities, each shareholder received disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. All of the issuances by the Company of its unregistered securities were made in reliance upon Section 4(2) of the Act and/or under Rule 506 of Regulation D. All of the individuals and/or entities listed above that acquired the unregistered securities were all known to the Company and its management through pre-existing business relationships. All individuals receiving shares were provided access to all material information that they requested and all information necessary to verify such information and were afforded access to management of the Company in connection with their purchases. All shareholders acquiring the
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unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to the Company. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.
.
Item XXI. Issuerfs Certification:
I, Donald M. MacIntyre, Chief Executive Officer of the issuer, certify that:
a. I have reviewed this information and disclosure statement of CITY CAPITAL CORPORATION
b. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
c. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
March 14,2012
/s/ Donald M. MacIntyre
_________________________________
Donald M. MacIntyre
Chief Executive Officer
_____________________________________________________________________________________