U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: August 31, 2003
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
Commission File Number: 333-61286
CITY NETWORK, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 88-0467944
(State or other jurisdiction of (I.R.S. Employer Identification No)
incorporation or organization)
#13F., NO. 77, HSIN TAI WU ROAD
SEC. HIS-CHIH, TAIPEI COUNTY
TAIWAN, REPUBLIC OF CHINA
(Address of principal executive offices) (Zip Code)
011-886-2-2698-8588
(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: ____25,000,000_______
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION........................................................................1
ITEM 1. FINANCIAL STATEMENTS..............................................................1
Consolidated Statements of Financial Position.....................................1
Consolidated Statements of Operations.............................................2
Consolidated Statements of Cash Flows.............................................3
Consolidated Statements of Changes in Stockholders' Equity........................4
Notes to Condensed Consolidated Financial Statements .............................5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.............................................13
ITEM 3. CONTROLS AND PROCEDURES..........................................................15
PART II. OTHER INFORMATION...........................................................................16
ITEM 1. LEGAL PROCEEDINGS................................................................16
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS........................................16
ITEM 3. DEFAULTS UPON SENIOR SECURITIES..................................................16
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............................16
ITEM 5. OTHER INFORMATION................................................................16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................................16
i
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
Consolidated Statements of Financial Position
ASSETS
August 31, 2003
(Unaudited) February 28, 2003
--------------- -----------------
Current Assets
Cash and cash equivalents $ 478,188 $ 620,264
Accounts receivable, net 6,283,638 1,520,341
Inventory 772,148 367,006
Investments 0 108,594
Equity in net assets of affiliated company 315,012 0
Other receivables 107,889 11,460
Prepaid expenses 253,706 209,957
----------- ----------
Total Current Assets 8,210,581 2,837,622
----------- ----------
Fixed Assets, net 2,401,975 2,338,943
----------- ----------
Total Fixed Assets 2,401,975 2,338,943
----------- ----------
Other Assets
Deposits 139,888 969
Trademarks 1,193 1,193
Deferred charges 32,705 36,836
Intangible assets 1,000,000 1,000,000
Other current assets 440,722 72,758
----------- ----------
Total Other Assets 1,614,508 1,111,756
----------- ----------
Total Assets $12,227,064 $6,288,321
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 3,424,485 $ 540,926
Due to related party 1,141,602 1,271,755
Payable to investee 127,898 0
Current portion, debt 2,647,118 523,142
----------- ----------
Total Current Liabilities 7,341,103 2,335,823
Long-term debt, net of current portion
Total Liabilities 266,969 311,299
----------- ----------
Stockholders' Equity 7,608,072 2,647,122
----------- ----------
Common stock, $.001 par value, 100,000,000 and 25,000 24,500
25,000,000 shares authorized, 25,000,000 and
24,500,000 issued and outstanding, respectively
Additional paid in capital 4,260,117 3,540,617
Cumulative foreign-exchange translation adjustment 99,524 0
Retained earnings 234,351 76,082
----------- ----------
Total Stockholders' Equity 4,618,992 3,641,199
----------- ----------
Total Liabilities and Stockholders' Equity $12,227,064 $6,288,321
=========== ==========
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
Consolidated Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
------------------------------ ------------------------------
August 31, August 31, August 31, August 31,
2003 2002 2003 2002
------------ ----------- ------------ -----------
Sales, net $ 4,924,237 $ 0 $ 9,666,688 $ 0
Cost of sales 4,529,010 225 8,965,366 450
------------ ----------- ------------ -----------
Gross profit 395,227 (225) 701,322 (450)
General and administrative expenses 223,554 2,251 463,534 4,691
------------ ----------- ------------ -----------
Income (loss) from operations 171,673 (2,476) 237,788 (5,141)
------------ ----------- ------------ -----------
Other (Income) Expense
Interest income (2,761) 0 (14,544) 0
Other income (12,426) 0 (17,358) 0
(Gain) loss on currency exchange 1,067 0 698 0
Equity in earnings of investee 9,988 0 9,988 0
Bad debt expense 19,939 0 56,584 0
Interest expense 13,703 0 25,402 0
------------ ----------- ------------ -----------
Total Other (Income) Expense 29,510 0 60,770 0
------------ ----------- ------------ -----------
Income (loss) before income taxes 142,163 (2,476) 177,018 (5,141)
Provision for income taxes 14,201 0 18,749 0
------------ ----------- ------------ -----------
Income (loss) $ 127,962 ($ 2,476) $ 158,269 ($ 5,141)
============ =========== ============ ===========
Net income (loss) per share (basic and diluted)
Basic $ 0.005 ($ 0.001) $ 0.006 ($ 0.003)
Diluted $ 0.005 ($ 0.001) $ 0.006 ($ 0.003)
Weighted average number of shares
Basic 24,833,333 1,970,000 24,666,667 1,970,000
Diluted 24,833,333 1,970,000 24,666,667 1,970,000
2
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
--------------------------------
August 31, 2003 August 31, 2002
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) $ 158,269 ($ 5,141)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 18,558 0
Bad debt 56,584 0
Equity in earning of investee 9,988 0
Decrease (Increase) in receivables (4,667,177) 0
Decrease (Increase) in inventory (393,331) 0
Decrease (Increase) in other receivables (94,779) 0
Decrease (Increase) in prepaid expenses (39,868) 1,350
Decrease (Increase) in deferred charges 4,632 0
Decrease (Increase) in deposit (136,779) 0
Decrease (Increase) in other current assets (361,222) 0
(Decrease) Increase in accounts payable and accrued expenses 2,831,175 (6,574)
(Decrease) Increase in payable to investee 127,898 0
(Decrease) Increase in due from related party (147,616) 10,365
----------- --------
Total Adjustments (2,791,937) 5,141
----------- --------
Net cash used in operations (2,633,668) 0
----------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of investment 108,594 0
Purchase of net assets of affiliated company (325,000)
Purchase of furniture and equipment (78,806) 0
----------- --------
Net cash provided by investing activities (295,212) 0
----------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment on current portion debt (44,330) 0
Issuance of short-term debt 2,123,976 0
Issuance of common stock 720,000 0
----------- --------
Net cash provided by financing activities 2,799,646 0
----------- --------
Effect of exchange rate change on cash (12,842) 0
Net change in cash and cash equivalents (142,076) 0
----------- --------
Cash and cash equivalents at beginning of year 620,264 0
----------- --------
Cash and cash equivalents at end of period $ 478,188 $ 0
=========== ========
Supplemental cash flows disclosures:
Income tax payments $ 0 $ 0
----------- --------
Interest payments $ 25,402 $ 0
----------- --------
3
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
Consolidated Statements of Changes in Stockholders' Equity
August 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) 158,269 121,077
---------- -----------
Balance at end of year 234,351 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 500 12,000
---------- -----------
Balance at end of year 25,000 24,500
---------- -----------
Additional paid in capital
Balance at beginning of year 3,540,617 13,500
Issuance of stock 719,500 3,527,117
---------- -----------
Balance at end of year 4,260,117 3,540,617
---------- -----------
Cumulative foreign-exchange translation adjustment
Balance at beginning of year 0 0
Foreign currency translation 99,524 0
---------- -----------
Balance at end of year 99,524 0
---------- -----------
Total stockholders' equity at end of year $4,618,992 $ 3,641,199
========== ===========
4
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 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.
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 six months ended August 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.
5
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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, City Network, Inc. - Taiwan, and City
Network Construction. 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.
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 August 31, 2003, inventory
consisted only of finished goods.
6
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 August 31, 2003 and the date of our report, management has
informed us that there are no matters that warrant disclosure in the financial
statements.
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.
7
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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 August 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 August 31, 2003, the accounts of City Network,
Inc. - Taiwan and City Network Construction 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.
8
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The resulting translation adjustments are reported under other comprehensive
income in accordance with SFAS No. 130, "Reporting Comprehensive Income".
As of August 31, 2003 the exchange rates between NTD and the USD was
NTD$1=USD$0.02922. The weight-average rate of exchange between NTD and USD was
NTD$1 = USD$0.02886.
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.
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 fourteen major customer during the three months ended August 31,
2003. Of the twelve customers referred to herein, six customers comprise 37% of
the total sales during the second quarter ended August 31, 2003. Sales to these
customers were approximately $3,561,266. Included in accounts receivable is
$2,893,659 from these customers as of August 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 August 31, 2003, there was
$360,421 in uninsured balances held at these banks.
9
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2003
Note 5 - FIXED ASSETS
Fixed assets consist of the following:
August 31, 2003 February 28, 2003
--------------- -----------------
Land $ 1,966,694 $ 1,966,694
Building 305,429 305,429
Furniture and fixtures 197,556 118,750
----------- -----------
$ 2,469,679 $ 2,390,873
Accumulated depreciation (67,704) (51,930)
----------- -----------
$ 2,401,975 $ 2,338,943
=========== ===========
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 August 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 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.
10
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2003
Note 8 - DEBT
At August 31, 2003, the Company had notes payable outstanding in the
aggregate amount of $2,914,087. Payable as follows:
Note payable to individuals, no interest, due
on demand $1,483,531
Note payable to a bank in Taiwan,
interest at 8.73% per annum, due on
June 16, 2004 175,320
Note payable to a bank in Taiwan,
interest at 4.5% per annum, due on
September 17, 2003 349,930
Notes payable to a bank in Taiwan,
interest at 4.5% per annum, due on
December 26, 2003 516,272
Note payable to a bank in Taiwan,
interest at 3.175% per annum, due on
August 29, 2016 279,416
Secured note payable to a bank in Taiwan,
interest at 7.425% per annum, due on
August 9, 2004 90,683
Secured note payable to a bank in Taiwan,
interest at 4.25% per annum, due on
June 12, 2005 17,766
Note payable to a bank in Taiwan,
interest at 4.25% per annum, due on
June 12, 2005 1,169
----------
2,914,087
Current portion 2,647,118
----------
Long-term portion $ 266,969
==========
11
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 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 common stock of City
Network, Inc.
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 August 31, 2003, the Company
has a non interest-bearing loan from Andy Lai, the Company's President, in the
amount of $1,141,602.
Note 12 - ACQUISITION
As of August 31, 2003, the Company has entered into an agreement to acquire
twenty-five percent (25%) of the common stock of a company for $325,000. The
Company is using the complete equity method to record its share of the
subsidiary's net income and loss. As of August 31, 2003 the Company recognized
a loss $9,988 from their acquisition.
Note 13 - PRIVATE PLACEMENT SALE
In June 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.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
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 AUGUST 31, 2003 AND AUGUST 31, 2002 FOR CITY NETWORK, INC.
AND FOR CITY NETWORK-TAIWAN
SALES. Net sales for the three months ended August 31, 2003 were $4,924,237
compared to $0 for the three months ended August 31, 2002. The increase in sales
for the three months ended August 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 August 31, 2003 were $4,924,237 compared to $662,274 for the three months
ended August 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 August 31, 2003 was
$4,529,010 or 91.7% of sales, as compared to $225 during the three months ended
August 31, 2002. The increase in cost of sales was due to the Acquisition.
CNT-Taiwan's cost of sales for the three months ended August 31, 2003 was
$4,529,010, or 91.97% of sales, as compared to $608,564, or 91.89% of sales, for
the three months ended August 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
$223,554, or 4.5% of sales, for the three months ended August 31, 2003, as
compared to $2,251 for the three months ended August 31, 2002. The increase was
due to the Acquisition. CNT-Taiwan's selling, general and administrative expense
for the three months ended August 31, 2003 was $217,433 or 4.42% as compared to
102,467, or 15.47% for the three months ended August 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
August 31, 2003 was $171,613, compared to net loss from operations for the three
months ended August 31, 2002 of ($2,476). The increase in income from operations
was due to the Acquisition. CNT-Taiwan's income from operations for the three
months ended August 31, 2003 was $178,238 as compared to a loss from operations
of $(48,758) for the three months ended August 31, 2002. This change is
primarily due to operating income increasing at a greater rate than expenses.
OTHER (INCOME) EXPENSE. Other (income) expense was $29,510 for the three months
ended August 31, 2003, as compared to $0 for the three months ended August 31,
2002 , or a net change of 29,510 as a result of the Acquisition. CNT-Taiwan's
other (income) expense for the three months ended August 31, 2003 was $36,231,
as compared to $14,575 for the three months ended August 31, 2002.
13
NET INCOME (LOSS). Net income for three months ended August 31, 2003 was
$127,962 compared to net loss of ($2,476) for the three months ended August 31,
2002. The increase in net income is due to the Acquisition. CNT-Taiwan
contributed net income for the three months ended August 31, 2003 of $127,806 as
compared to a loss of $(63,332) for the three months ended August 31, 2002 for
the reasons primarily described above.
SIX MONTHS ENDED AUGUST 31, 2003 AND AUGUST 31, 2002 FOR CITY NETWORK, INC. AND
FOR CITY NETWORK-TAIWAN
SALES. Net sales for the six months ended August 31, 2003 were $9,666,688
compared to $0 for the six months ended August 31, 2002. The increase in sales
for the six months ended August 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 six months
ended August 31, 2003 were $9,666,688 compared to $ 3,264,116 for the six months
ended August 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 six months ended August 31, 2003 was
$8,965,366 or 92.7% of sales, as compared to $450 during the six months ended
August 31, 2002. The increase in cost of sales was due to the Acquisition.
CNT-Taiwan's cost of sales for the six months ended August 31, 2003 was
$8,965,366, or 92.7% of sales, as compared to $2,837,230 or 86.92% of sales,
for the six months ended August 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
$463,534, or 4.7% of sales, for the six months ended August 31, 2003, as
compared to $4,691 for the six months ended August 31, 2002. The increase was
due to the Acquisition. CNT-Taiwan's selling, general and administrative expense
for the six months ended August 31, 2003 was $463,534, or 4.8% of sales, as
compared to $264,390, or 8.1% of sales, for the six months ended August 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 six months ended
August 31, 2003 was $237,788, compared to net loss from operations for the six
months ended August 31, 2002 of ($5,141). The increase in income from operations
was due to the Acquisition. CNT-Taiwan's income from operations for the six
months ended August 31, 2003 was $238,272 as compared to income from operations
of $162,494. This change is primarily due to operating income increasing at a
greater rate than expenses.
OTHER (INCOME) EXPENSE. Other (income) expense was $60,770 for the six months
ended August 31, 2003, as compared to $0 for the six months ended August 31,
2002, or a net change of $60,770 as a result of the Acquisition. CNT-Taiwan's
other income for the six months ended August 31, 2003 was $50,785, as compared
to $27,159 for the six months ended August 31, 2002.
NET INCOME (LOSS). Net income for six months ended August 31, 2003 was $158,269
compared to net loss of ($5,141) for the six months ended August 31, 2002. The
increase in net income is due to the Acquisition. CNT-Taiwan contributed net
income for the six months ended August 31, 2003 of $168,738 as compared to a
loss of $135,335 for the six months ended August 31, 2002 for the reasons
primarily described above.
14
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended August 31, 2003, the Company had cash and cash
equivalents of $478,188. The Company used $2,633,668 of net cash in operations,
used $295,212 of net cash in investing activities and had $2,799,646 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
Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. As of the end of the period covered by this Form
10-QSB, the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
upon and as of the date of that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed in
the reports the Company files and submits under the Exchange Act is recorded,
processed, summarized and reported as and when required.
15
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
On August 28, 2003, the Registrant entered into an agreement for the purchase of
250,000 shares of common stock of China Putian Corporation, a corporation
organized under the laws of the People's Republic of China ("China Putian") from
a selling shareholder, representing approximately 25% of all of the issued and
outstanding shares of common stock of China Putian for an aggregate purchase
price of $325,000. The agreement provides for the purchase to be made in two
installments. The first installment of $197,102 for the purchase of 15% of China
Putian's issued and outstanding common stock was completed on August 28, 2003.
The agreement provides that the second installment, representing the balance of
the purchase, is scheduled to be completed on November 1, 2003. ITEM 6. EXHIBITS
AND REPORTS ON FORM 8-K
(a) Exhibits:
31 Certifications of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32 Certifications of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the quarter ended August
31, 2003.
16
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: October 20, 2003 CITY NETWORK, INC.
By: /s/ Tiao Tsan Lai
----------------------------------
Tiao Tsan Lai
Chief Executive Officer
(Principal Executive Officer)
Dated: October 20, 2003
By: /s/ Hsin Nan Lin
----------------------------------
Hsin Nan Lin
Chief Financial Officer
(Principal Financial Officer)
17