UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
December 10, 2002
________________________________________________
Date of Report (Date of earliest event reported)
COMMISSION FILE NUMBER 333-61286
INVESTMENT AGENTS, INC.
______________________________________________
(Name of Small Business Issuer in its charter)
Nevada 88-0467944
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6767 West Tropicana Avenue
Las Vegas, Nevada 89103
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(Address of principal executive offices) (Zip code)
ITEM 5. OTHER EVENTS.
A. Amended Exchange Agreement and Preliminary Information Statement.
On December 4, 2002, Investment Agents, Inc. (the "Company") entered into an
Amended Exchange Agreement with City Network, Inc., a company incorporated under
the laws of the British Virgin Islands ("City Network") and certain of its
shareholders, wherein the Company intends to acquire all of the issued and
outstanding shares of City Network in exchange for 12,000,000 shares of the
Company's common stock. Prior to the closing, the Company had intended, among
other action, to change its name to City Network, Inc., and to amend it articles
of incorporation to increase the authorized common stock and establish a series
of preferred stock.
The Company had filed with the Securities and Exchange Commission a Preliminary
Information Statement Pursuant to Section 14(C) of the Securities Exchange Act
of 1934, as amended, for the name change and recapitalization and had intended
to send to its security holders information similar to that which is required in
a proxy statement, pursuant to the rules and regulations promulgated under the
Securities Exchange Act of 1934, as amended.
The Company no longer intends to obtain the consent of the majority of the
shareholders prior to the closing under the Amended Exchange Agreement to the
name change and the capitalization changes and will not notify the shareholders
of the transaction pursuant to Section 14(C) of the Securities Exchange Act of
1934, as amended.
The Company intends, after the closing, to change its name and may then seek to
increase the authorized common stock and establish a series of preferred stock.
The Company will file such additional information and reports with the
Securities and Exchange Commission as may be required for it to comply with the
Securities Exchange Act of 1934, as amended.
Any description of the terms, conditions and covenants of the Amended Exchange
Agreement and any other instrument, document and agreement discussed in this
Form 8-K Current Report, is qualified in its entirety by reference to such
instrument, document and agreement, which is an exhibit or incorporated by
reference into the Form 8K/A Current Report filed by the Company on December 4,
2002.
B. Fictitious Business Name.
On December 10, 2002, the Company filed a fictitious business name statement in
Clark County, Nevada for its use of the name City Network, Inc.
Upon the closing of the transaction, City Network will become a subsidiary of
the Company. City Network is a provider of Internet broadband and wireless
access products and intends to provide high speed internet access equipment to
meet the business needs of the hospitality, residential property and
telecommunication marketplaces.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Company incorporates by reference the Form 8K/A Current Report
filed with the Securities and Exchange Commission on December 4, 2002.
SIGNATURES
The Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on the 10th day of December,
2002.
INVESTMENT AGENTS, INC.
By: /s/ PAMELA RAY STINSON
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Pamela Ray Stinson
President