SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended May 31, 2003
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _______________ to _______________
Commission file number 333-61286
City Network, Inc.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Nevada 88-0467944
----------------------------------- -------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
#13F., No. 77, Hsin Tai Wu Road
Sec. His-Chih, Taipei County
Taiwan, Republic of China
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (011) 886-2-2698-8588
- N/A -
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Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
Indicate by check mark 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 preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
TABLE OF CONTENTS
PAGE
----
ITEM 1. Financial Statements
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION....................................... 2
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)................................... 3
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)................................... 4
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY.......................... 5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MAY 31, 2003................... 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations....................................................................... 15
ITEM 3. Controls and Procedures............................................................. 16
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings................................................................... 17
ITEM 2. Changes in Securities and 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 and Reports on Form 8-K.................................................... 17
1
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
May 31, 2003
(Unaudited) February 28, 2003
------------ -----------------
ASSETS
Current Assets
Cash and cash equivalents $ 968,021 $ 620,264
Accounts receivable, net 4,230,736 1,520,341
Inventory 206,130 367,006
Investments 0 108,594
Other receivables 113,059 11,460
Prepaid expenses 470,538 209,957
------------ ------------
Total Current Assets 5,988,484 2,837,622
------------ ------------
Fixed Assets, net 2,371,644 2,338,943
------------ ------------
Total Fixed Assets 2,371,644 2,338,943
------------ ------------
Other Assets
Deposits 109,687 969
Trademarks 1,193 1,193
Deferred charges 34,671 36,836
Intangible assets 1,000,000 1,000,000
Other current assets 390,757 72,758
------------ ------------
Total Other Assets 1,536,308 1,111,756
------------ ------------
Total Assets $ 9,896,436 $ 6,288,321
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 3,520,402 $ 540,926
Due to related party 1,572,066 1,271,755
Current portion, debt 833,472 523,142
------------ ------------
Total Current Liabilities 5,925,940 2,335,823
Long-term debt, net of current portion 270,770 311,299
------------ ------------
Total Liabilities 6,196,710 2,647,122
------------ ------------
Stockholders' Equity
Common stock, $.001 par value, 100,000,000 and
25,000,000 shares authorized, 24,500,000 issued
and outstanding, respectively 24,500 24,500
Additional paid in capital 3,540,617 3,540,617
Cumulative foreign-exchange translation adjustment 28,220 0
Retained earnings 106,389 76,082
------------ ------------
Total Stockholders' Equity 3,699,726 3,641,199
------------ ------------
Total Liabilities and Stockholders' Equity $ 9,896,436 $ 6,288,321
============ ============
2
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
-------------------------------
May 31, May 31,
2003 2002
------------ ------------
Sales, net $ 4,742,451 $ 0
Cost of sales 4,436,356 225
------------ -------------
Gross profit 306,095 (225)
General and administrative expenses 239,980 2,440
------------ -------------
Income (loss) from operations 66,115 (2,665)
------------ -------------
Other (Income) Expense
Interest income (11,783) 0
Other income (4,932) 0
Gain on currency exchange (369) 0
Bad debt expense 36,645 0
Interest expense 11,699 0
------------ -------------
Total Other (Income) Expense 31,260 0
------------ -------------
Income (loss) before income taxes 34,855 (2,665)
Provision for income taxes 4,548 0
Income (loss) $ 30,307 ($ 2,665)
============ =============
Net income (loss) per share (basic and diluted)
Basic $ 0.001 ($ 0.001)
Diluted $ 0.001 ($ 0.001)
Weighted average number of shares
Basic 24,500,000 1,970,000
Diluted 24,500,000 1,970,000
3
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
May 31, May 31,
2003 2002
------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) $ 30,307 ($ 2,665)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 6,596 0
Bad debt 36,645 0
Gain on foreign currency exchange (369) 0
Translation adjustments (23,038) 0
Decrease (Increase) in receivables (2,698,764) 0
Decrease (Increase) in inventory 163,684 0
Decrease (Increase) in other receivables (101,511) 0
Decrease (Increase) in prepaid expenses (258,975) 675
Decrease (Increase) in deferred charges 2,447 0
Decrease (Increase) in deposit (108,711) 0
Decrease (Increase) in other current assets (317,442) 0
(Decrease) Increase in accounts payable
and accrued expenses 2,975,698 (6,300)
(Decrease) Increase in due from related party 290,582 8,290
------------ -------------
Total Adjustments (33,158) 2,665
------------ -------------
Net cash used in operations (2,851) 0
------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of investment 108,594 0
Purchase of furniture and equipment (21,403) 0
------------ -------------
Net cash provided by investing activities 87,191 0
------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment on current portion debt (42,911) 0
Issuance of short-term debt 306,328 0
------------ -------------
Net cash provided by financing activities 263,417 0
------------ -------------
Net change in cash and cash equivalents 347,757 0
------------ -------------
Cash and cash equivalents at beginning of year 620,264 0
------------ -------------
Cash and cash equivalents at end of period $ 968,021 $ 0
============ =============
Supplemental cash flows disclosures: 0 0
------------ -------------
Income tax payments 0 0
------------ -------------
Interest payments 11,699 0
4
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
May 31, 2003
(Unaudited) February 28, 2003
------------ -----------------
Retained (deficits)
Balance at beginning of year $ 76,082 ($ 33,085)
Issuance of stock dividend 0 (11,910)
Net income (loss) 30,307 121,077
------------ -------------
Balance at end of year 106,389 76,082
------------ -------------
Common stock, par value $.001 (thousands of shares)
Balance at beginning of year 24,500 1,970
Stock cancellation 0 (1,380)
Stock split 0 11,910
Common stock issued 0 12,000
------------ -------------
Balance at end of year 24,500 24,500
------------ -------------
Additional paid in capital
Balance at beginning of year 3,540,617 13,500
Issuance of stock 0 3,527,117
------------ -------------
Balance at end of year 3,540,617 3,540,617
------------ -------------
Cumulative foreign-exchange translation adjustment
Balance at beginning of year 0 0
Foreign currency translation 28,220 0
------------ -------------
Balance at end of year 28,220
------------ -------------
Total stockholders' equity at end of year $ 3,699,726 $ 3,641,199
============ =============
5
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2003
NOTE 1 - NATURE OF OPERATIONS
City Network, Inc., formerly Investment Agents, Inc., was incorporated on August
8, 1996 under the laws of the State of Nevada. City Network Technology, Inc.,
formerly Gelcrest Investments Limited, was incorporated under the laws of the
British Virgin Islands on March 1, 2002. City Network, Inc -Taiwan, formerly
City Engineering, Inc., was incorporated under the laws of Republic of China on
September 6, 1994. City Network, Inc. owns 100% of the capital stock of City
Network Technology, Inc., and City Network Technology, Inc. owns 100% of the
capital stock of City Network, Inc. - Taiwan. Collectively the three
corporations are referred to herein as the "Company". When used in these notes,
the terms "Company," "we," "our," or "us" mean City Network, Inc. and its
subsidiaries.
On November 14, 2002, City Network Technology, Inc became a wholly owned
subsidiary of City Network, Inc. through an Exchange Agreement, which was
amended on December 4, 2002 whereby City Network, Inc. acquired all of the
issued and outstanding capital stock of City Network Technology, Inc. in
exchange for 12,000,000 shares of City Network, Inc.
Our Company is a provider of Internet broadband and wireless infrastructure
equipment and service for the rapidly expanding broadband marketplace. We intend
to be an important provider of these services predicated upon our dedication to
delivering user friendly, cost effective, and customer tailored, high speed
internet access equipment to meet the business needs of the hospitality,
residential property and telecommunication industry worldwide.
Our Company operates in an industry characterized by significant competition and
rapid technological changes. We will need additional investments and funding in
order to complete the development and improvements necessary for our products
and our planned operations.
The Company, through its acquisition of City Network Technology, Inc. and City
Network, Inc. - Taiwan is no longer considered a development stage company, as
it was during the fiscal year ended February 28, 2002.
6
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unaudited Interim Financial Information - The accompanying financial statements
--------------------------------------- have been prepared by City Network,
Inc., pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC") Form 10-QSB and Item 310 of Regulation S-B, and generally
accepted accounting principles for interim financial reporting. These financial
statements are unaudited and, in the opinion of management, include all
adjustments (consisting of normal recurring adjustments and accruals) necessary
for a fair presentation of the statement of financial position, operations, and
cash flows for the periods presented. Operating results for the three months
ended May 31, 2003 and 2002 are not necessarily indicative of the results that
may be expected for the year ending February 28, 2004, or any future period, due
to seasonal and other factors. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting policies have been omitted in accordance with the rules and
regulations of the SEC. These financial statements should be read in conjunction
with the audited consolidated financial statements and accompanying notes,
included in the Company's Annual Report for the year ended February 28, 2003.
Basis of Consolidation - The consolidated financial statements for 2003 and 2002
---------------------- include the accounts of City Network, Inc. and its wholly
owned subsidiaries, City Network Technology, Inc. - BVI and City Network, Inc. -
Taiwan. All references herein to the Company are included in the consolidated
results. All significant intercompany accounts and transactions have been
eliminated upon consolidation.
Revenue Recognition - Revenue from sales of products to customers is recognized
------------------- upon shipment or when title passes to customers based on the
terms of the sales, and is recorded net of returns, discounts and allowances.
Cash and Cash Equivalents - Cash equivalents are stated at cost. Cash
------------------------- equivalents are highly liquid investments readily
convertible into cash with an original maturity of three months or less and
consist of time deposits with commercial banks.
Allowance for Doubtful Accounts - The Company establishes an allowance for
------------------------------- doubtful accounts on a case-by-case basis when
it believes the required payment of specific amounts owed is unlikely to occur
after a review of historical collection experience, subsequent collections and
management's evaluation of existing economic conditions.
7
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fixed Assets - Property and equipment are stated at cost less accumulated
------------ depreciation. Expenditures for major additions and improvements are
capitalized and minor replacements, maintenance and repairs are charged to
expense as incurred. Whenever an asset is retired or disposed of, its cost and
accumulated depreciation or amortization is removed from the respective accounts
and the resulting gain or loss is credited or charged to income.
Depreciation is computed using the straight-line and declining-balance methods
over the following estimated useful lives:
Furniture and Fixtures 5 years
Equipment 5 years
Computer Hardware and Software 3 years
Building and Improvements 50 years
Inventory - Inventory is valued at the lower of cost or market; cost is
--------- determined on the weighted average method. As of May 31, 2003,
inventory consisted only of finished goods.
Contingencies - Certain conditions may exist as of the date the financial
------------- statements are issued, which may result in a loss to the Company
but which will only be resolved when one or more future events occur or fail to
occur. The Company's management and legal counsel assess such contingent
liabilities, and such assessment inherently involves an exercise of judgment. In
assessing loss contingencies related to legal proceedings that are pending
against the Company or unasserted claims that may result in such proceedings,
the Company's legal counsel evaluates the perceived merits of any legal
proceedings or unasserted claims as well as the perceived merits of the amount
of relief sought or expected to be sought.
If the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the liability can be estimated, then
the estimated liability would be accrued in the Company's financial statements.
If the assessment indicates that a potential material loss contingency is not
probable but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, together with an estimate of the
range of possible loss if determinable and material would be disclosed.
Loss contingencies considered to be remote by management are generally not
disclosed unless they involve guarantees, in which case the guarantee would be
disclosed. As of May 31, 2003 and the date of our report, management has
informed us that there are no matters that warrant disclosure in the financial
statements.
8
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Advertising - Advertising costs are expensed in the year incurred.
-----------
Estimates - The preparation of financial statements in conformity with generally
--------- accepted accounting principles requires management to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Significant estimates include collectibility of accounts receivable, accounts
payable, sales returns and recoverability of long-term assets.
Concentration of Credit Risk - Financial instruments, which subject the Company
---------------------------- to credit risk, consist primarily of cash
equivalents and trade accounts receivable arising from its normal business
activities. The Company places its cash in what it believes to be credit-worthy
financial institutions, however, cash balances have exceeded the FDIC insured
levels at various times during the year. Concentration of credit risk with
respect to trade accounts receivable is primarily from related parties located
in Asia. The Company actively evaluates the creditworthiness of the customers
with which it conducts business through credit approvals, credit limits and
monitoring procedures.
Stock Based Compensation - The Company accounts for stock-based employee
------------------------ compensation arrangements in accordance with the
provisions of Accounting Principles Board Opinion ("APB") No. 25, "Accounting
for Stock Issued to Employees," and complies with the disclosure provisions of
Statement of Financial Accounting Standards ("SFAS") 123, "Accounting for
Stock-Based Compensation." Under APB 25, compensation cost is recognized over
the vesting period based on the difference, if any, on the date of grant between
the fair value of the Company's stock and the amount an employee must pay to
acquire the stock.
Impairment of Long-Lived Assets - On January 1, 2002 the Company adopted SFAS
------------------------------- 144 "Accounting for the Impairment or Disposal
of Long-Lived Assets". The Company evaluates long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying value of
an asset may not be recoverable. If the estimated future cash flows
(undiscounted and without interest charges) from the use of an asset are less
than the carrying value, a write-down would be recorded to reduce the related
asset to its estimated fair value. There have been no such impairments to date.
Earnings Per Share - Earnings per share are based on the weighted average number
------------------ of shares of common stock and common stock equivalents
outstanding during each period. Earnings per share are computed using the
treasury stock method. The options to purchase common shares are considered to
be outstanding for all periods presented but are not calculated as part of the
earnings per share.
9
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes - Income taxes have been provided based upon the tax laws and rates
------------ in the countries in which operations are conducted and income is
earned. The income tax rates imposed by the taxing authorities vary. Taxable
income may vary from pre-tax income for financial accounting purposes. There is
no expected relationship between the provision for income taxes and income
before income taxes because the countries have different taxation rules, which
vary not only to nominal rates but also in terms of available deductions,
credits and other benefits. Deferred tax assets and liabilities are recognized
for the anticipated future tax effects of temporary differences between the
financial statement basis and the tax basis of the Company's assets and
liabilities using the applicable tax rates in effect at year end as prescribed
by SFAS 109 "Accounting for Income Taxes".
Exchange Gain (Loss) - As of May 31, 2003, the transactions of City Network,
-------------------- Inc. - Taiwan denominated in foreign currency is recorded
in New Taiwan dollars at the rates of exchange in effect when the transactions
occur. Exchange gains and losses are recognized for the different foreign
exchange rates applied when the foreign currency assets and liabilities are
settled.
Translation Adjustments - As of May 31, 2003, the accounts of City Network, Inc.
----------------------- - Taiwan were maintained, and its financial statements
were expressed, in New Taiwan Dollars (NTD). Such financial statements were
translated into U.S. Dollars (USD) in accordance with Statement of Financial
Accounts Standards ("SFAS") No. 52, "Foreign Currency Translation", with the NTD
as the functional currency. According to the Statement, all assets and
liabilities were translated at the current exchange rate, stockholder's equity
are translated at the historical rates and income statement items are translated
at the average exchange rate for the period. The resulting translation
adjustments are reported under other comprehensive income in accordance with
SFAS No. 130, "Reporting Comprehensive Income".
As of May 31, 2003 the exchange rates between NTD and the USD was
NTD$1=USD$0.02879. The weight-average rate of exchange between NTD and USD was
NTD$1 = USD$0.02874.
New Accounting Pronouncements - In July 2001, the FASB issued SFAS 141 "Business
----------------------------- Combinations". SFAS 141 requires that all business
combinations initiated or completed after June 30, 2001 be accounted for using
the purchase method of accounting. The statement provides for recognition and
measurement of intangible assets separate from goodwill. The Company adopted
SFAS 141 as of July 1, 2001. The adoption of the new statement had no effect on
the consolidated results of operations or financial position of the Company.
10
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In July 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible Assets".
Under SFAS 142, goodwill and intangible assets with indefinite lives are no
longer amortized but are reviewed at least annually for impairment. The
amortization provisions of SFAS 142 apply to goodwill and intangible assets
acquired after June 30, 2001. With respect to Goodwill and intangible assets
acquired prior to July 1, 2001, the Company is required to and has adopted SFAS
142 effective January 1, 2002. The adoption of this pronouncement did not have a
material effect to the Company's consolidated financial position or results of
operations.
In August 2001, the FASB issued SFAS 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS supersedes SFAS 121 and the accounting and
reporting provisions of APB 30. SFAS 144 provides guidance for determining
whether long-lived assets should be tested for impairment and specific criteria
for classifying assets to be disposed of as held for sale. The statement is
effective for fiscal years beginning after December 15, 2001, and the Company
has adopted the statement as of January 1, 2002. Management does not expect the
adoption of this statement to have a material effect on the Company's
consolidated financial position or results of operations.
NOTE 3 - CONCENTRATION
-------------
The Company had twelve major customers during the three months ended May 31,
2003. Of the twelve customers referred to herein, three customers comprise 53%
of the total sales during the first quarter ended May 31, 2003. Sales to these
customers were approximately $2,477,801. Included in accounts receivable is
$1,264,838 from these customers as of May 31, 2003.
Note 4 - CASH
----
The Company maintains its cash balances at various banks in Taiwan. The balances
are insured up to approximately $28,570. As of May 31, 2003, there was $796,590
in uninsured balances held at these banks.
11
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2003
Note 5 - FIXED ASSETS
------------
Fixed assets consist of the following:
Land $ 1,966,694
Building 305,429
Furniture and fixtures 158,442
------------
$ 2,430,565
Accumulated depreciation (58,921)
------------
$ 2,371,644
------------
Note 6 - COMPENSATED ABSENCES
--------------------
Employees can earn annual vacation leave at the rate of seven (7) days per year
for the first three years. Upon completion of the third year of employment,
employees earn annual vacation leave at the rate of ten (10) days per year for
years four through five. Upon completion of the fifth year of employment,
employees earn annual vacation leave at the rate of fourteen (14) days per year
for years six through ten. Upon completion of the tenth year of employment, one
(1) additional day for each additional year, until it reaches thirty (30) days
per year. At termination, employees are paid for any accumulated annual vacation
leave. As of May 31, 2003 no accumulated vacation liability exists.
Note 7 - COMMITMENTS
-----------
A Best Information - City Network, Inc. - Taiwan, signed an agreement with A
Best Information in 2002 for the exclusive right to sell A Best Information's
products. There is no expiration date in the agreement, and the Company has the
rights to transfer the agreement to any third party with a negotiable price. The
Company paid $1,000,000 for these rights.
Reseller Agreements - City Network, Inc. - Taiwan has several signed reseller
agreements with various customers. These resellers are given special sales
prices and are paid commissions for their sales orders.
12
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2003
Note 8 - DEBT
----
At May 31, 2003, the Company had notes payable outstanding in the
aggregate amount of $1,104,242. Payable as follows:
Secured note payable to a bank in Taiwan, interest at
6.12% per annum, due on December 24, 2003 $ 78,831
Secured note payable to a bank in Taiwan, interest at
4.5% per annum, due on September 17, 2003 431,850
Notes payable to a bank in Taiwan, 8.73% per annum,
due on June 16, 2003 172,740
Secured note payable to a bank in Taiwan, interest at
3.175% per annum, due on May 29, 2016 280,703
Secured note payable to a bank in Taiwan, interest at
7.425% per annum, due on May 9, 2004 119,131
Secured note payable to a bank in Taiwan, interest at
4.25% per annum, due on June 12, 2005 19,692
Note payable to a bank in Taiwan, interest at 4.25% per
annum, due on June 12, 2005 1,295
-----------
1,104,242
Current portion 833,472
Long-term portion $ 270,770
-----------
13
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2003
Note 9 - EXCHANGE AGREEMENT
On November 14, 2002, City Network Technology, Inc. became a wholly owned
subsidiary of City Network, Inc. through an Exchange Agreement, which was
amended on December 4, 2002. City Network, Inc. acquired all of the issued and
outstanding capital stock of City Network Technology, Inc. pursuant to the
Exchange Agreement, by issuing 12,000,000 shares of City Network, Inc. stock.
In connection with the exchange and change in control the name of the Company
was changed from Investment Agents, Inc. to City Network, Inc. and the officers
and directors of City Network, Inc. resigned and new officers and directors were
appointed.
Note 10 - STOCK PURCHASE BUSINESS COMBINATION
On November 14, 2002, the Company completed the purchase of City Network
Technology, Inc., a provider of internet broadband and wireless infrastructure
equipment and service for the rapidly expanding broadband marketplace, by
acquiring all of the outstanding capital stock of City Network Technology, Inc.
in exchange for 12,000,000 shares of City Network, Inc.'s common stock. The
acquisition was accounted for using the purchase method of accounting and,
accordingly, City Network, Inc.'s results of operations have been included in
the consolidated financial statements since the date of acquisition.
Note 11 - RELATED PARTY TRANSACTIONS
Throughout the history of the Company, certain members of the Board of
Directors, and general management have made loans to the Company to cover
operating expenses or operating deficiencies. As of May 31, 2003, the Company
has a non interest-bearing loan from Andy Lai, the Company's President, in the
amount of $1,560,035.
Note 12 - SUBSEQUENT EVENTS
Subsequent to May 31, 2003 the Company completed a private placement for the
sale of 500,000 shares of its common stock. The shares were sold at a price of
$1.44 per share, for a total amount of $720,000.
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion of the financial condition and results of
operations should be read in conjunction with the consolidated financial
statements and related notes thereto. The following discussion contains certain
forward-looking statements that involve risk and uncertainties. Our actual
results could differ materially from those discussed herein. Factors that could
cause or contribute to such differences include, but are not limited to, risks
and uncertainties related to the need for additional funds, the rapid growth of
the operations and our ability to operate profitably after the initial growth
period is completed.
THREE MONTHS ENDED MAY 31, 2003 AND MAY 31, 2002 FOR CITY NETWORK, INC. AND FOR
CITY NETWORK-TAIWAN
Sales. Net sales for the three months ended May 31, 2003 were
$4,742,451 compared to $0 for the three months ended May 31, 2002. The increase
in sales for the three months ended May 31, 2003 was due to the acquisition of
all of the issued and outstanding stock of City Network Technology, Inc.
("CNT"), who holds all of the issued and outstanding stock of City Network
Inc.-Taiwan ("CNT-Taiwan")(the "Acquisition"). CNT-Taiwan's net sales for the
three months ended May 31, 2003 were $4,742,451 compared to $661,122 for the
three months ended May 31, 2002. The increase in sales was due to changes in
business strategy, which included participation in international exhibits to
increase brand awareness as well as a perceived increase in market demand.
Cost of Sales. Cost of sales for the three months ended May 31, 2003
was $4,436,356 or 93.5% of sales, as compared to $225 during the three months
ended May 31, 2002. The increase in cost of sales was due to the Acquisition.
CNT-Taiwan's cost of sales for the three months ended May 31, 2003 was
$4,436,356, or 93.5% of sales, as compared to $607,505, or 92% of sales, for the
three months ended May 31, 2002. The increase in cost of sales was directly
proportional to the increase in sales.
General and Administrative Expenses. General and Administrative
Expenses were $239,980, or 5.1% of sales, for the three months ended May 31,
2003, as compared to $2,440 for the three months ended May 31, 2002. The
increase was due to the Acquisition. CNT-Taiwan's cost of sales for the three
months ended May 31, 2003 was $239,980, or 5.1% of sales, as compared to
$102,289, or 15.5% of sales, for the three months ended May 31, 2002. The
increase in general and administrative expenses was due to an increase in
advertising activities, an expansion of business and increase in staff size. The
decrease in general and administrative expenses as a percentage of sales was due
to an expansion in volume of business. Specifically, the increase in sales
exceeded the increase in general and administrative expenses.
Income (Loss) from Operations. Income from operations for the three
months ended May 31, 2003 was $66,115, compared to net loss from operations for
the three months ended May 31, 2002 of ($2,665). The increase in income from
operations was due to the Acquisition. CNT-Taiwan's income from operations for
the three months ended May 31, 2003 was $66,115 as compared to a loss from
operations of $48,672. This change is primarily due to operating income
increasing at a greater rate than expenses.
Other (Income) Expense. Other (income) expense was $31,260 for the
three months ended May 31, 2003, as compared to $0 for the three months ended
May 31, 2002, or a net
15
change of $31,260 as a result of the Acquisition. CNT-Taiwan's other income for
the three months ended May 31, 2003 was $31,260, as compared to $155 for the
three months ended May 31, 2002. This increase is primarily attributable
to an increase in bad debt expense.
Net Income (Loss). Net income for three months ended May 31, 2003 was
$30,307 compared to net loss of ($2,665) for the three months ended May 31,
2002. The increase in net income is due to the Acquisition. CNT-Taiwan
contributed net income for the three months ended May 31, 2003 of $30,307 as
compared to a loss of $63,222 for the three months ended May 31, 2002 for the
reasons primarily described above.
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended May 31, 2003, the Company had cash and cash
equivalents of $968,021. The Company used $2,851 of net cash in operations, used
$87,191 of net cash in investing activities and had $263,417 of net cash
provided by financing activities. The Company's liquidity is currently dependent
on its ability to strengthen its accounts receivable collection time period and
its ability to continue to raise cash from financing sources to fund its
expansion. The Company's short-term and long-term liquidity may be influenced by
uncollected accounts receivables. If the amount of bad debt is high, it will
severely effect the Company's ability to continue operations. Therefore, the
Company is taking precautions to manage this risk, including diversifying its
customer base and control credit risk through credit approvals, credit limits
and monitoring procedures. There can be no assurance that these measures will
prove successful. The Company's inability to manage this risk will have a
material adverse effect upon its business, financial condition and results of
operations.
ITEM 3. CONTROLS AND PROCEDURES
The Company maintains a system of internal controls and procedures that
are designed to provide reasonable assurance that information required to be
disclosed by the Company in the reports that the Company files under the
Exchange Act are recorded, processed, summarized and reported within required
time periods. The Company's Chief Executive Officer and Chief Financial Officer
have evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days before the filing of this quarterly
report and have each concluded that as of the evaluation date, such controls and
procedures were effective, in all material respects, to ensure that required
information in the reports the Company files and submits under the Exchange Act
is recorded, processed, summarized and reported as and when required. Subsequent
to the date of the Company's evaluation, there have been no significant changes
to the Company's internal controls or in other factors that could significantly
affect the Company's internal controls.
16
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Current Report on Form 8-K/A filed on March 5, 2003
17
SIGNATURES
Pursuant to the requirements 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.
Dated: July 21, 2003 CITY NETWORK, INC.
By: /s/ Tiao Tsan Lai
------------------------------
Name: Tiao Tsan Lai
Title: Chief Executive Officer
(Principal Executive Officer)
Dated: July 21, 2003 By: /s/ Hsin Nan Lin
------------------------------
Name: Hsin Nan Lin
Title: Chief Financial Officer
(Principal Accounting Officer)
18
CERTIFICATIONS
I, Tiao Tsan Lai, certify that:
1. I have reviewed this quarterly report of Form 10-QSB of City Network, Inc.;
2. Based on my knowledge, this quarterly report 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation Date");
c) Presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
19
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: July 21, 2003 By: /s/ Tiao Tsan Lai
-------------------------
Name: Tiao Tsan Lai
Title: Chairman and Chief Executive Officer
20
CERTIFICATIONS
I, Hsin Nan Lin, certify that:
1. I have reviewed this quarterly report of Form 10-QSB of City Network, Inc.;
2. Based on my knowledge, this quarterly report 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date");
c) Presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
21
Date: July 21, 2003 By: /s/ Hsin Nan Lin
------------------------------
Name: Hsin Nan Lin
Title: Chief Financial Officer
22