UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: FEBRUARY 28, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period From __ to __
COMMISSION FILE NO. 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
incorporation or organization) Identification No.)
#13F., No. 77, Hsin Tai Wu Road, Sec.
His-Chih, Taipei County, Taiwan, ROC
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (011) 886-2-2698-8588
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
$0.001 Common Stock
(Title of Class)
Check whether the issuer (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 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 [ ]
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
is not contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part II of this Form 10-K or any amendments to this Form 10-K. [X]
The issuer's revenues for the fiscal year ended February 28, 2003: $7,132,970.
As of February 28, 2003, there were 24,500,000 shares of the registrant's Common
Stock, $0.001 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE PROXY STATEMENT FOR THE ANNUAL MEETING OF THE SHAREHOLDERS TO
BE FILED AT A LATER DATE.
Transitional Small Business Disclosure Format (Check one): Yes [ ]; No [X]
TABLE OF CONTENTS
Page
Item 1. Description of Business 3
Item 2. Description of Property 12
Item 3. Legal Proceedings 12
Item 4. Submission of Matter to Vote of Security Holders 12
Item 5. Market for Common Equity and Related Stockholder Matter 13
Item 6. Management's Discussion and Analysis or Plan of Operation 13
Item 7. Financial Statements 17
Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 17
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act 17
Item 10. Executive Compensation 19
Item 11. Security Ownership of Certain Beneficial Owners and Management 19
Item 12. Certain Relationships and Related Transactions 20
Item 13. Exhibits and Reports on Form 8-K 20
Item 14. Controls and Procedures 21
Signatures 23
Financial Statements and Schedules F-1
Exhibits E-1
2
FACTORS THAT MAY AFFECT FUTURE RESULTS
The discussion contained herein contains "forward-looking statements" that
involve risk and uncertainties. These statements may be identified by the use of
terminology such as "believes," "expects," "may," "will," "should" or
anticipates" or expressing this terminology negatively or similar expressions or
by discussions of strategy. The cautionary statements made in this Form 10-KSB
report should be read as being applicable to all related forward-looking
statements wherever they appear in this report. Our actual results could differ
materially from those discussed in this report.
Important factors that could cause or contribute to such differences include
those discussed under the caption entitled "Risk Factors," as well as those
discussed elsewhere in this Form 10-KSB.
PART I.
ITEM 1. DESCRIPTION OF BUSINESS.
BACKGROUND OF THE COMPANY
City Network, Inc., a Nevada corporation ("City Network"), was incorporated in
1996 and is a provider of internet broadband and wireless infrastructure
equipment and services for the rapidly expanding broadband marketplace. City
Network is dedicated to delivering the most user-friendly, cost-effective, and
customer-tailored, high-speed internet broadband access equipment to meet the
growing business needs of the hospitality, residential property,
telecommunication and Small and Medium Enterprise marketplace
worldwide.
City Network was originally incorporated on August 8, 1996 as Investment Agents,
Inc. ("Investment Agents") and acted as a referral agent and collected selling
commissions for referring customers who purchase Verio, Inc.'s ("Verio") domain
registration services, web hosting services and e-commerce services. On December
11, 2002, City Network acquired all of the issued and outstanding stock of City
Network Technology, Inc. (formerly Gelcrest Investments Limited), a British
Virgin Islands company ("CNT"), pursuant to an Amended Exchange Agreement dated
November 14, 2002 and amended on December 11, 2002 by and among CNT, the
shareholder of CNT, Pamela Ray Stinson, Raymond Robert Acha, Joseph H.
Panaganiban and Investment Agents (the "Exchange Agreement"). CNT is the parent
company of City Network Inc. - Taiwan, formerly City Engineering, Inc., which
was incorporated under the laws of the Republic of China on September 6, 1994
("CNT-Taiwan").
Pursuant to the Exchange Agreement, CNT became a wholly-owned subsidiary of City
Network (then known as Investment Agents), and in exchange for the CNT shares,
City Network issued 12,000,000 shares of its common stock to the shareholders
of CNT, representing 49% of City Network's outstanding stock at that time. In
connection with the exchange and change in control, the name of the company was
changed from Investment Agents to City Network, the officers and directors of
City Network resigned and new officers and directors were appointed. Upon the
effective date of the exchange and change in control, City Network ceased its
relationship with Verio and no longer acts as a referral agent for Verio.
BUSINESS OF THE COMPANY
With the continuous expansion of the internet worldwide, we believe that City
Network is uniquely positioned to capitalize on what we believe to be vast
underdeveloped and overlooked new and emerging growth internet markets. Together
with a combination of technical, sales, design and manufacturing experience,
City Network is poised to tap the potential of new clients throughout
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the globe. City Network customers have the choice to source one of the most
convenient, low-cost and diverse product packages combined with the best
personal service to make up a comprehensive business solution.
City Network designs, manufactures and markets a comprehensive line of broadband
and wireless internet access solutions. City Network's product line ranges from
the City Network HPNA device for the blooming worldwide residential building and
hospitality market to the simple DSL bridge/modem for the home and small
business user. All City Network broadband access equipment includes GUI-based
remote management and routing technology software packages for simplified
setup, extensive network management and global network connectivity
capabilities. Currently, City Network Home PNA and xDSL broadband access
equipment is deployed by major telecommunication carriers, ISPs, and system
integrators worldwide. With the development and production of City Network's
complete series of internet products, City Network is able to provide a "total
solution" for any customers needs.
PRODUCT AREAS
City Network product repertoire contains items compatible with all major
distribution platforms. This gives clients a one-stop shop for all their
broadband internet needs.
ADSL/VDSL ACCESS DEVICES
City Network ADSL/VDSL devices provide broadband access based on the world's
leading internet technologies. The 20Mbps VDSL over Ethernet equipment allows
both developing businesses as well as home users to meet their media and
communication needs quickly and in a cost-effective manner. It can also provide
high speed internet without influencing quality over a larger distance for a
cost-effective and efficient method of broadband access. We believe that the low
level of maintenance required and high level of connectivity should be able to
meet market demand for many years into the future.
HPNA ACCESS DEVICES
HPNA is a broadband network access system based on the HomePNA technology
originally invented in the United States. This system can provide 1M/10Mbps
broadband data access through existing telephone lines. This technology allows
both voice and data to be shared by the same telephone line. Furthermore, City
Network HPNA technology extends internet transmission distance, allows for
multiple single-line users (up to 25), and is compatible with cable, fiber,
wireless and xDSL. Combined with the City Network ADSL and VDSL access devices,
HomePNA is a great solution to "the last mile problem." We believe that the
quality and affordability makes the product ideal for residences, schools, cafes
and hotel resorts.
WIRELESS COMMUNICATION PRODUCTS
City Network's wireless networking products allow computers and appliances to
communicate through radio signals, providing added mobility and convenience.
With the development of the City Network IEEE802.11 and IEEE802.1x wireless
solutions, both individual and corporate clients can enjoy work environments
free of cords and wires. Furthermore, customers can enjoy the stability and
security of the City Network LAN products. All wireless solutions are equipped
with a user verification function to maximize security and reduce outside
interference.
FIBER AND OTHER IMPORTANT ACCESS EQUIPMENT
With City Network's access equipment, bandwidth can be distributed efficiently
to multiple end users. For developing countries such as China, the City Network
solution of integrating wireless with existing
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telephone lines or cable is often much more attractive than building new
infrastructure. From routers and hubs, to PCMCIA cards and USB adapters, City
Network provides customers with a wide range of networking products to meet all
customer needs.
CORPORATE PROFILE
City Network simplifies how people access the internet through easy-to-use
broadband connectivity products and solutions. Its product offerings and
development efforts are focused on increasing the speed and efficiency of the
"last mile" portion of communications networks. Through a combination of
fixed-wire and wireless products, City Network's network equipment connects
internet service providers to their end users.
A fast growing, leading technology developer of broadband and wireless
networking products, City Network has gained industry recognition for developing
high performance broadband access solutions. City Network's range of products
provide a complete solution for providing high speed broadband internet access
in homes, airports, convention centers, hotels and other public establishments.
Simplicity of use, ease of implementation and cost-effectiveness are the
cornerstones of our solution.
We believe that City Network delivers the most comprehensive solution in the
market for broadband qualification, installation and support. Since its
inception, City Network has operated with the vision of "bringing the broadband
superhighway to you, anytime and anywhere." City Network has quickly evolved
into a global company with rapid expansion of its distribution network and
marketing offices in North and South America, Europe, Japan and the entire Asia
Pacific region.
PRODUCTS
At the core of today's communications networks are components that enhance the
speed, bandwidth and quality of internet/data, video and voice transmissions.
Our fiber, copper, and wireless connectivity components serve as the critical
junction and connection points that link one network to another. We believe
that City Network has both the agility and depth to deliver tailored and exact
solutions to meet customers' needs. City Network offers products for several
technology platforms. Combined we believe we have the capability of delivering
high speed broadband access to the end user whether they are at home, in the
office or on the road.
CABLE/OPTICAL NETWORKING PRODUCTS
- Our cable and optical products multiplies bandwidth among all users over
tree-based topology coax or optical cables.
- Custom designs to meet large systems integrators and telecommunications
companies' needs.
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- Ease of set-up, integration and maintenance allow City Network to meet the
needs of multi-dwelling unit buildings and large office complexes quickly and
thoroughly.
XDSL PRODUCTS
- xDSL is an alternate and lower cost technology to connect to the internet.
xDSL is substantially cheaper than a T1 line which can cost from $1,500 to
$3,000 for installation and equipment.
- xDSL does not require a high-level technical support structure. xDSL can often
cost under $500 to install and implement making it most suitable to small
businesses and telecommuters who cannot afford a T1 line.
- City Network is positioned to take advantage of the impending growth in the
broadband xDSL industry due to the superior quality and affordability of City
Network's xDSL equipment and service packages. The product offerings are on the
cutting-edge of xDSL technology and we believe will meet market requirements for
many years to come.
HOME PHONE LINE WIRING (HPNA)
- Our HPNA products allow for networking a home using the existing phone wiring.
- Our HPNA 2.0 standard can achieve 10-16Mbps and higher rates of data transfer.
- HPNA technology allows up to twenty-five computers to connect simultaneously
using the same internet source.
- Compatible with POTS telephony and ADSL signaling on the same wire.
WIRELESS
- Wireless broadband eliminates the need for phone lines, cables and electrical
outlets.
- Supports bandwidth-intensive applications such as graphic rich media,
animation, internet phone calls and video conferencing (without breaking up),
sending and receiving of large email messages or files, online banking,
investing or online shopping. City Network's family of wireless access devices
allow users to access their LAN or VPN, as if the remote office was connected
directly to City Network's backbone network. It also lets business customers
raise the level of worker productivity and allow companies to offer highly
efficient work-at-home programs to their employees.
- Using authentication and verification technology, City Network is able to
ensure the security of a wireless network.
MARKET OVERVIEW
Information is proliferating worldwide, and demand for that information, by
businesses, governments, universities and individuals is exploding, driven
primarily by the exponential increase in use of the internet for communications,
information gathering and electronic commerce.
As business becomes more complex and geographically diverse, the demand for
information, delivered to the "transaction point," wherever in the world that
point might be, has fueled the increase in networks and computer connectivity
systems. These trends have created an ever-increasing demand for bandwidth, to
accommodate both internet and network traffic. However, the growth and
technological advancement of the hardware backbone for networking and computer
connectivity has not kept pace with that demand. We believe that the worldwide
struggle to bring networking and computer connectivity hardware up to the level
of
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demand represents a business opportunity for City Network. City Network's
strategic objective is to become a leading designer and manufacturer in the
networking and computer connectivity equipment industry.
BUSINESS STRATEGY
The networking and computer connectivity industry is characterized by rapid
technological change. To maintain and enhance City Network's competitive
position, City Network constantly adapts to technological changes, upgrading and
expanding its product line, and eliminating obsolete products within that line.
The networking and computer connectivity industry is also characterized by
inevitable price erosion across the life cycle of products and technologies. To
maintain profitability in the face of constantly shrinking gross margins, City
Network's strategy is to seek out low cost producers without sacrificing quality
and to develop and maintain efficient internal operations allowing City Network
to control its expenses.
City Network is constantly expanding and changing product lines to increase the
total number of products offered to attract new customers, to penetrate new
geographic and vertical markets and to increase gross sales. By expanding the
product line to include products for different technologies, frequencies and
connection configuration, City Network has successfully expanded sales
activities into a number of new markets.
INDUSTRY GROWTH DRIVERS
GROWING NEED FOR ADDITIONAL BANDWIDTH
The computer networking industry is witnessing a growing demand for additional
bandwidth as a result of the popularity of the internet and global need for
rapid, current information. Many people who use the internet cannot access
information/download pages quickly because their ISP's hardware is out-dated or
low-quality and therefore unable to process hundreds of thousands of requests
simultaneously. This is a particularly acute problem during peak hours and in
markets with little infrastructure. Therefore, City Network is focused on
improving the quality of internet connectivity in systems worldwide.
IN-HOME NETWORKING SYSTEMS
An emerging market opportunity exists in connecting household appliances and
computers in homes. With City Network's HPNA networking products, we believe
numerous applications can be developed to program, control and interact with
home heating, lighting, security, and appliances. We believe advances such as
these will spur growth and encourage innovation worldwide and we believe City
Network is in position to help make these technologies accessible.
PROLIFERATION OF HANDHELD/COMMUNICATION DEVICES
The cornerstone on which the new economy is built is the timely delivery and
access to information at any location. The growth and productivity of today's
business economy is reliant upon the accuracy, efficiency and accessibility to
data and communication. With the growth in popularity of handheld/communication
devices and their great functional complexity, consumers will be able to access
a wide array of multimedia content wherever they may be located. In the future,
mobile phones and PDA's will enjoy unhindered access to rich multimedia content
via the internet and we believe City Network will play a role in this
transaction.
EXPANSION OF PC'S INTO DEVELOPING COUNTRIES
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As PC's become ubiquitous throughout the world's emerging economies, we believe
the number of high capacity PC's with added features and better voice/image
quality will increase exponentially. The spread of the information economy will
continue to drive and enable developing countries to utilize internet
technology.
GROWTH OF THE INTERNET
The growth of the internet has forced many telecommunication service providers
to replace their voice networks with more efficient, data-oriented packet
networks. The increased demand for services and data over the internet will
require companies to upgrade their infrastructure to meet demand. City Network
has worked tirelessly partnering with local telecommunications companies in
developing new, cost effective and complete solutions for broadband internet
access in new markets. No matter how and where the internet moves, it is City
Network's intention to have a solution to the problem.
GROWTH/EXPANSION STRATEGY
City Network's strategic objective is to become a leader in the computer and
network connectivity equipment market, and to make the City Network name
synonymous with excellence and state-of-the-art hardware in this segment.
PROVIDING INTEGRATED SOLUTIONS
Convergences of voice, data and internet into one seamless IP-based
communications network to cost effectively connect an unlimited variety of
applications and services, enabling broader choice of devices for customer
services provided over a common platform. Choice and freedom have long been the
foremost focus in City Network's business development strategy.
EXPLORE ADDITIONAL REVENUE GENERATING SERVICES
Unlocking content (voice, data, video, text, commerce, etc.) so it can flow
unfettered among applications will present significant potential as a future
revenue source. The creation of content and the precision delivery to targeted
clients and markets will also become increasingly important. Some examples
include news, online shopping, gaming, video, security and other relevant
content. This can create unprecedented new revenue and client sources for City
Network.
BUILDING INTERNATIONAL PRESENCE
The low penetration rate of broadband internet in developing countries has
created an enormous opportunity for City Network. The demand for internet
throughout the world creates opportunity in otherwise unexpected venues.
Particularly in new and emerging growth markets, City Network intends to
continue partnering with individuals, companies and governments in these
areas as part of City Network's growth strategy.
PARTNERING, ACQUIRING AND COOPERATING WITH THIRD PARTIES
City Network's success has been largely due to the fact that City Network has
established long term relationships with system integrators, electronics
manufacturers and telecommunication companies. Joint ventures and cooperative
efforts have been the hallmark of City Network's development into new areas. In
the future, City Network intends to continue expanding through mergers and other
cooperative synergies. The blending of manufacturing expertise, market savvy and
local know-how will continue to be a winning combination for City Network.
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CUSTOMERS
We develop, market and focus our sales efforts to become the broadband and
wireless internet services providers that provides wireless solutions such as
Phoneline solution, HomePNA, xDSL, Ethernet solution, fiber solution and
wireless solutions. We also focus our sales efforts on the service provider and
systems integrator for WLAN systems and to system integrators for private
broadband systems.
SERVICE PROVIDERS
Over 100 independent operating companies in over 20 countries now use City
Network products to deliver Internet service over HomePNA, xDSL and other
broadband networks. Our customers include a cross-section of small, medium and
large telecommunications companies in the United States, Asia and Europe. We
have established business relationships with companies such as Korea Telecom,
OCC Communications in Japan and nSTREAMS in the United States as well as with
other companies in Mainland China, Finland, Malaysia and Singapore, the later
of which uses City Network HomePNA solution and launched HomePNA Internet
services on its network. Korea Life Insurance ("KLI") has contracted with City
Network to establish over 1,600 branches of WLAN internet service for KLI in
Korea. In addition, City Network was also appointed by McDonalds to set up WLAN
services in approximately 360 McDonalds stores in Taiwan.
SYSTEM INTEGRATORS
We market our private broadband data systems to domestic and international
system integrators who in turn market and sell our products to educational and
government institutions, small to large commercial enterprises, and to regional
competitive service providers and national carriers. Our system integrators
range from small local companies to volume distributors such as Easy-Up
Corporation, to country-specific integrators such as Terton Communications in
Finland, and to international integrators such as KWON C&C Ltd. in Korea and
China Telecom in China.
MARKETING, SALES AND CUSTOMER SUPPORT
Marketing
We seek to increase demand for our products and to expand both the visibility of
the company and our products in the market. In addition to customer-specific
sales efforts, our marketing activities include attendance at major industry
tradeshows and conferences, the distribution of sales and product literature,
operation of a web site, direct marketing and ongoing communications with our
customers, the press, and industry analysts. As appropriate, we enter into
cooperative marketing and/or development agreements with strategic partners that
may include key customers, application manufacturers, fiber, or video equipment
manufacturers, set-top box manufacturers, and others.
Sales
We sell our products through multiple sales channels in overseas markets,
including a select group of regional value added resellers, system integrators
and distributors, data networking catalogs and directly to service providers.
Internationally, we sell and market our products through sales agents, systems
integrators and distributors. In 1999, we opened a sales office in Shanghai and
partnered with Shanghai Telecom to establish their HomePNA + xDSL Internet
service project. We now have a sales presence in China. For the year ended
February 28, 2003, we derived approximately 65% of our revenue from customers
outside of the United States. We believe that our products can serve a
substantial market for digital and high-speed data access products outside of
the United States.
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Customer Support
We believe that consistent high-quality service and support is a key factor in
attracting and retaining customers. Service and technical support of our
products is coordinated by our customer support organization. Our Systems
Application Engineers, located in each of our sales regions, support pre-sales
and post-sales activities. Customers can also access technical information and
receive technical support via our web site. We train our sales support to solve
the problem at the customer's first call.
RESEARCH AND DEVELOPMENT
Our research and development efforts are focused on enhancing our existing
products and developing new products through our emphasis on early stage system
engineering. The product development process begins with a comprehensive
functional product specification based on input from the sales and marketing
organizations. We incorporate feedback from end users and distribution channels,
and through participation in industry events, industry organizations and
standards development bodies, such as the FS-VDSL Committee and MPEG-4 Industry
Forum. Key elements of our research and development strategy include:
- Core Designs. We seek to develop and/or acquire core designs that allow
for cost-effective deployment and flexible upgrades that meet the needs
of multiple markets and applications. These designs place emphasis on
the following characteristics of our products: user friendly, high
performance, robustness, standardization, and value adding.
- Product Line Extensions. We seek to extend our existing product lines
through product modifications and updating chipset to provide for
greater bandwidth in order to meet the needs of particular customers
and markets. Products resulting from our product line extension efforts
include the Phoneline solution, HomeHPNA, xDSL and Fiber solution. We
also focus on updating the Wireless solution to the new generation
including WIRELESS IEEE802.11G, a worldwide specification/standard.
- Our design philosophy emphasizes the use of industry standard hardware
and software components whenever possible to reduce time to market,
decrease the cost of goods and reduce the risks inherent in new design.
In order to maintain low costs of our services, City Network
established a Components Sales Department whose main goals are to
process City Network's current customers business and to seek out
secondary sources of components and spare product parts in order to
continually lower the cost of manufacturing and assembly.
- New Technologies. We seek to enhance our product lines by incorporating
emerging technologies, such as IEEE802.1x Security, higher speed
interfaces and new network management software features. Our wireless
solution with IEEE802.1x Security was the first ever such solution used
in the wireless channel in Taiwan. City Network is now in the process
of developing the 54M , 4-Band VDSL systems.
- Extend Product Line by Partnering with Other Companies. Due to the
expanding mobile phone market, we have extended our product line in
2003. First, we are cooperating with Korea Startel to develop a new
model of the GPRS mobile phone. The planned release date is in 2003
where mass production will likely begin in June 2003. Furthermore, we
have plans to develop the CDMA 2001.1x GSM public phone to meet the
high demand of such phone in the Mainland China market. In addition, we
have extended our product line by cooperating with our main Korean
partner K-WON, a company which recently developed a Bluetooth Headset
and has granted City Network distribution and sales rights to this
product for any country outside of Korea.
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City Network has plans to join forces with a local Taiwanese university in an
effort to encourage rapid product growth and to facilitate the continuous
training of future technical personnel. City Network has formally established an
educational and development center at Tamkang University in Taiwan, the primary
focus of which is on the technology and information industry. The establishment
of this type of partnership will have a profound effect on City Network's
product competitiveness and marketing ability in the long term.
City Network is responsible for providing funding for expenses such as salary
and stipends for the center's staff, as well as other general expenditures.
Expenditures for research and development in the 2002 fiscal year totaled
USD$1,000,000 compared to USD$1,500,000 in the 2001 fiscal year. We anticipate
that we will continue to have significant research and development expenditures
in the future to provide a continuing flow of innovative and high-quality
products to enhance our competitive position.
MANUFACTURING
We do not manufacture any of our own products. We rely on contract manufacturers
to assemble, test and package our products. We require International
Organization for Standardization (ISO) 9002 registration for these contract
manufacturers as a condition of qualification. We monitor each contractor's
manufacturing process performance through audits, testing and inspections. Each
contractor's quality is also rigorously assessed through incoming testing and
inspection of packaged products received from each contractor. In addition, we
monitor the reliability of our products through in-house repair, reliability
audit testing and field data analysis.
The manufacturers' warranty for each of our products is two years. Typically we
offer the same warranty on these products to our customers but for a shorter
time period, generally 12 to 18 months. We have implemented this practice to
protect ourselves against risk and financial loss on products shipped to
customers which break, need repair or are defective. Depending on the
situation, we can extend the warranty period enhancing the quality of service
and strengthening relationships with our customers. In order to decrease costs,
we have established joint venture projects with product manufacturers in
Mainland China. This allows City Network to save transport costs and
forwarding charges when distributing products to customers in Mainland China.
We have established a rigid system of quality control with these manufacturing
partners.
We currently purchase a substantially portion of the raw materials and
components used in our products through contract manufacturers. We forecast our
product requirements to maintain sufficient product inventory to ensure that we
can meet the required delivery times demanded by our customers. Our future
success will depend in significant part on our ability to obtain manufacturing
on time, at low costs and in sufficient quantities to meet demand.
INTELLECTUAL PROPERTY
City Network's trademarks, service marks, trade secrets, proprietary
technology and other intellectual property rights distinguish City Network's
products and services from those of its competitors, and contribute to its
competitive advantage in its target markets. To protect the City Network brand,
products and services and the systems that deliver those products and services
to City Network customers City Network relies on a combination of trademark and
trade secret laws as well as confidentiality agreements and licensing
arrangements with its employees, customers, independent contractors, sponsors
and others.
We strategically pursue the registration of our intellectual property rights.
However, effective patent, trademark, service mark, copyright and trade secret
protection may not always be available. Existing laws do not provide complete
protection, and monitoring the unauthorized use of our intellectual property
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requires significant resources. We cannot be sure that our efforts to protect
our intellectual property rights will be adequate or that third parties will not
infringe or misappropriate these rights. In addition, there can be no assurance
that competitors will not independently develop similar intellectual property.
If others are able to copy and use our products and delivery systems, we may not
be able to maintain our competitive position. If litigation is necessary to
enforce our intellectual property rights or determine the scope of the
proprietary rights of others, we may have to incur substantial costs or divert
other resources, which could harm our business. We presently have no patents or
patent applications granted or pending in the United States.
In order to develop, improve, market and deliver new products and services, we
may be required to obtain licenses from others. There can be no assurance that
we will be able to obtain licenses on commercially reasonable terms or at all or
that rights granted under any licenses will be valid and enforceable.
EMPLOYEES
As of June 6, 2003, we had a total of 42 employees. Of these, 12 are in
administration, 8 are in finance, 10 are in research and development and 12 are
in sales and marketing. None of our employees are covered by any collective
bargaining agreement. We generally consider our relationship with our employees
to be satisfactory and have never experienced a work stoppage.
REGULATIONS
We have not been materially impacted by existing government regulation and are
not aware of any potential government regulation that would materially affect
our operations.
ITEM 2. DESCRIPTION OF PROPERTY
Our main office is located at 13F., No. 77, Hsin Tai Wu Road, Sec. J, Hsi-Chih,
Taipei County, Taiwan, R.O.C., consisting of approximately 370.68 square
meters. City Network purchased this facility in April 2001. City Network
entered into a loan agreement with the Fubon Bank in the amount of
NTD$10,500,000 for the purchase of this facility. The term of the loan is 15
years that began on May 29, 2001 and terminating on May 29, 2016. The monthly
principal payments are NTD$187,500 every three months. The monthly interest
payment on the loan is approximately NTD$26,293. The annual interest rate is
3.175%.
City Network also leases office space located at 6F-3, NO. 16, Jian Ba Road,
Jhongue City, Taipei County, Taiwan, R.O.C., consisting of approximately 557.72
square meters. The landlord is Goang Dyi Shing Industrial Co. Ltd. The rent is
NTD$135,000 per month and the lease expires on May 31, 2005.
ITEM 3. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against City Network.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On February 14, 2003, the Board of Directors of City Network approved and
recommended that City Network's Articles of Incorporation be amended to include,
the following (the "Charter Amendment"):
1. To change the name of the company from "Investment Agents,
Inc." to "City Network, Inc.";
2. To increase the number of authorized shares of common stock,
par value $0.001 of City Network, from 25,000,000 shares to
100,000,000; and
3. To authorize 50,000,000 shares of preferred stock, par value
$0.001, of City Network.
12
On February 17, 2003, the holders of approximately 52% of the outstanding shares
of common stock of City Network executed a written consent adopting and
approving the Charter Amendment. The Charter Amendment was filed with the
Secretary of State of the State of Nevada on April 11, 2003.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTER
MARKET INFORMATION AND MARKET PRICE
City Network's common stock was initially traded on the OTC Bulletin Board under
the symbol "IVAG" starting on June 25, 2002. The change to the symbol "CYNW"
became effective on January 17, 2003. Prior to June 25, 2002, there was no
public market for our stock. The following table sets forth, for the periods
indicated, the high and low bids as reported on the OTC BB:
2002 High Low
---- ---- ---
June 25, 2002 - August 31, 2002 0 0.010
September 1, 2002 - November 30, 2002 0.20 0.001
December 1, 2002 - February 28, 2003 3.0 2.0
2003
----
March 1, 2003 - May 30, 2003 3.05 1.3
As of June 12, 2003, there were approximately 2,291 shareholders of record of
our common stock.
DIVIDEND POLICY
All shares of common stock are entitled to participate proportionally in
dividends if our board of directors declares them out of the funds legally
available. These dividends may be paid in cash, property or additional shares of
common stock. We have not paid any dividends since our inception and presently
anticipate that all earnings, if any, will be retained for development of our
business. Any future dividends will be at the discretion of our board of
directors and will depend upon, among other things, our future earnings,
operating and financial condition, capital requirements, and other factors.
Therefore, there can be no assurance that any dividends on the common stock will
be paid in the future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto appearing elsewhere in this Form 10-KSB.
The following discussion contains forward-looking statements. Our actual results
may differ significantly from those projected in the forward-looking statements.
Factors that may cause future results to differ materially from those projected
in the forward-looking statements include, but are not limited to, those
discussed in "Risk Factors" and elsewhere in this Form 10-KSB.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The discussion and analysis of our financial conditions and results of
operations is based upon our financial statements, which have been prepared in
accordance with generally accepted accounting principles in the United States of
America ("GAAP"). The preparation of these financial statement requires us to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. We believe that the following are some of the more critical
judgment areas in the application of our accounting policies that currently
affect our financial condition and results of operations.
REVENUE RECOGNITION
Revenue generated from sales of products is recognized upon shipment or when
title passes to customers based on terms of sales, and is recorded net of
returns, discounts and allowances. Service income is recognized as the related
services are provided per terms of the service agreement.
ACCOUNTS RECEIVABLE
Accounts receivables are reported as the outstanding unpaid balances reduced by
an allowance for doubtful accounts. We estimate doubtful accounts based on
historical bad debts, factors related to specific customer's ability to pay, and
current economic trends. We write off accounts receivable against the allowance
when a balance is determined to be uncollectable.
NOTES RECEIVABLE
Our subsidiary, CNT-Taiwan usually receives post-dated checks as permitted by
Taiwanese law. CNT-Taiwan will typically send an invoice to the customer after
which the customer will issue a check dated two to three months, sometimes
longer, from the date of the invoice. On CNT - Taiwan's books, the post dated
checks are categorized as notes receivables and the invoice is then taken off
on the accounts receivables side.
OVERVIEW - RESULTS OF OPERATIONS
13
OVERVIEW - RESULTS OF OPERATIONS
Fiscal Year ended February 28, 2003 Compared to Fiscal Year Ended February 28,
2002 and December 31, 2001 for City Network-Taiwan.
Net Revenue. Net sales for fiscal year ended February 28, 2003 ("FY 2003")
totaled $7,132,970, compared to $49 for fiscal year ended February 28, 2002
("FY 2002"). The increase in revenues for FY 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"). CNT-Taiwan's net-sales for FY 2003 totaled $7,132,970
compared to $2,969,810 as of December 31, 2001.
Cost of Revenue. Cost of revenue for FY 2003 totaled $6,267,128, compared to
$825 for the same period in FY 2002. The increase in cost of revenues was due
to the acquisition of CNT-Taiwan. CNT-Taiwan's cost of revenues for FY 2003
totaled $6,267,128 compared to $2,251,092 as of December 31, 2001.
General and Administrative. Selling, general and administrative expenses for FY
2003 totaled $708,300, compared to $30,339 for FY 2002. The increase was due to
the acquisition of CNT-Taiwan. CNT-Taiwan's selling, general and administrative
expenses for FY 2003 totaled $645,222 compared to $547,290 as of
December 31, 2001.
Interest Expense. Interest expense for FY 2003 totaled $54,887, compared to $0
for FY 2002. The increase in interest expense was due to the acquisition of
CNT-Taiwan. CNT-Taiwan's interest expenses for FY 2003 totaled $54,887 compared
to $54,803 as of December 31, 2001.
As a result of the foregoing, Income (loss) Before Income Taxes totaled $165,257
for FY 2003 and ($31,115) for FY 2002. Provision for income taxes expenses is
$44,180 for FY 2003. The result of the above tax calculations resulted in that
net income (loss) is $165,257 and ($31,115), respectively, for FY 2003 and FY
2002. CNT-Taiwan contributed net income of $151,186 for FY 2003.
Fluctuations in Quarterly Results.
The majority of City Network's revenue comes from Taiwan and Mainland China. In
these countries, January and February are holiday seasons. Therefore, revenues
for the last quarter in every fiscal year are less compared to other quarters.
Liquidity and Capital Resources.
For the fiscal year ended February 28, 2003 the company had cash used in
operations of $842,075 and cash used in investments of $612,571 and net cash
provided by financing arrangements, including loans from related parties, of
$1,985,329 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.
We currently are engaged in discussions with a number of companies regarding
strategic acquisitions or investments. Although these discussions are ongoing,
there can be no assurance that any of these discussions will result in actual
acquisitions or investment. Several potential investors have already shown
their interest to invest in the company. As of May 2003, the amount of
committed funds are $2,400,000. An additional $1,800,000 is still required.
Factors that interrupt the company's operations.
Our major risk is incurring a large amount of bad debt.
City Network's short-term and long-term liquidity may be influenced by
uncollected account receivables. If the amount of bad debt is high, it will
severely effect the company's ability to continue operations. Therefore, we are
taking precautions to manage this risk. The company will try to diversify its
customer base and control credit risk related to Accounts Receivable through
credit approvals, credit limits and monitoring procedures. Although we have
already taken these measures, it is still possible to incur a large amount of
bad debt.
RISK FACTORS
FACTORS THAT MAY AFFECT FUTURE RESULTS
Prospective investors should carefully consider the following risk factors in
evaluating us and our business. The factors listed below represent certain
important factors which we believe could cause such results to differ. These
factors are not intended to represent a complete list of the general or specific
risks that may affect us. It should be recognized that other risks may be
significant, presently or in the future, and the risks set forth below may
affect us to a greater extent than indicated.
LIMITED OPERATING HISTORY
City Network has a limited operating history upon which potential investors may
base an evaluation of its prospects and there can be no assurance that City
Network will achieve its objectives. City Network's prospects must be considered
in light of the risks, expenses and difficulties frequently encountered by
companies in their early stages of development, particularly companies in a
rapidly evolving market such as the market for internet broadband and wireless
infrastructure equipment and services. Such risks include, but are not limited
to: City Network's ability to obtain and retain customers and attract a
significant number of new customers, the growth of the satellite, wireless,
broadband and Internet markets, City Network's ability to implement its growth
strategy, especially the sales and marketing efforts, and the introduction of
new devices and computer networks technologies in broadband and Internet
services by City Network's competitors and by City Network.
FUTURE CAPITAL NEEDS, UNCERTAINTY OF FUTURE ADDITIONAL FINANCING
City Network currently anticipates that its available funds and resources,
including product sales will be sufficient to meet its anticipated needs for
working capital and capital expenditures for the next twelve months. City
Network will need to raise additional funds in the future in order to fund more
aggressive brand promotion and more rapid expansion, to develop new or enhanced
products, to respond to competitive pressures or to acquire complementary
businesses or technologies. If additional funds are raised through the issuance
of equity or convertible debt securities, the current stockholders may
experience dilution and any such securities may have rights, preferences or
privileges senior to those of the rights of City Network's common stock. There
can be no assurance that additional financing will be available on terms
favorable to City Network, or at all. If adequate funds are not available or not
available on acceptable terms, City Network may not be able to fund its
expansion, promote its brand names as City Network desires, take advantage of
unanticipated acquisition opportunities, develop or enhance products or respond
to competitive pressures. Any such inability could have a material adverse
effect on City Network's business, results of operations and financial
condition.
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
City Network may experience significant fluctuations in future quarterly
operating results that may be caused by many factors, including, among others:
delays in introduction of products or product enhancements by City Network, its
competitors or other providers of broadband and wireless internet access and
equipment; costs associated with product or technology acquisitions; the size
and timing of individual orders; competition and pricing in the broadband
internet access industry; seasonality of revenues; customer order deferrals in
anticipation of new products; market acceptance of new products; reductions in
demand for existing products and shortening of product life cycles as a result
of new
14
product introductions; changes in operating expenses; changes in City Network's
personnel; changes in regulatory requirements; mix of products sold; and general
economic conditions. As a result, City Network believes that period-to-period
comparisons of its results of operations are not necessarily meaningful and
should not be relied upon as indications of future performance.
FAILURE TO MANAGE GROWTH WILL ADVERSELY AFFECT OPERATIONS
City Network plans to significantly expand its sales, marketing, research and
development activities, hire a number of additional employees, expand internal
information, accounting and billing systems and establish additional
distribution outlets throughout the world. In addition, City Network plans to
expand its infrastructure by investing in additional research and development
talent. In order to successfully manage growth, management must identify,
attract, motivate, train and retain highly skilled managerial, financial,
engineering, business development, sales and marketing and other personnel.
Competition for this type of personnel is intense. If management fails to
effectively manage City Network's growth, City Network's business and viability
will be materially and adversely impacted.
CITY NETWORK MAY FAIL TO KEEP PACE WITH RAPIDLY CHANGING TECHNOLOGIES
The market segments City Network is targeting are characterized by rapidly
changing technology, evolving industry standards and frequent new product and
service introductions. These factors require management to continually improve
the performance, features and reliability of the array of City Network products.
Management may not successfully respond quickly enough or on a cost-effective
basis to these developments. City Network may not achieve widespread acceptance
of its services before its competitors offer products and services with speed,
performance, features and quality similar to or better than City Network
products or that are more cost-effective than City Network's services.
WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY
The market for internet broadband and wireless infrastructure equipment and
services is rapidly evolving and highly competitive. Many of City Network's
competitors and potential competitors have substantially greater financial,
technical, and managerial and marketing resources, longer operating histories,
greater name recognition and more established relationships than City Network.
Since City Network's business is partially dependent on the overall success of
the Internet as a communication medium, it also competes with traditional
hardware based access and equipment providers. Management expects competition
from these and other types of competitors to increase significantly.
CITY NETWORK MAY EXPERIENCE DIFFICULTIES IN INTEGRATING BUSINESSES, PRODUCTS AND
TECHNOLOGIES IT MAY ACQUIRE INTO ITS BUSINESS
City Network may acquire businesses, products and technologies and enter into
joint ventures and strategic relationships with other companies. Any of these
transactions exposes City Network to additional risks, including: the difficulty
of assimilating and integrating the operations of the combined companies;
retaining key personnel; the potential disruption of City Network's core
business; and the potential additional expenses associated with amortization of
acquired intangible assets, integration costs and unanticipated liabilities or
contingencies.
LOSS OF KEY PERSONNEL COULD HARM OUR BUSINESS
Given the early stage of development of City Network's business, it depends
highly on the performance and efforts of its President and Chief Executive
Officer, Mr. Tiao Tsan "Andy" Lai, its Chief Financial Officer, Mr. Hsin-Nan
Lin, staff and the Board of Directors. If City Network should lose the service
of
15
any members of its management team or other key personnel, its business
prospects will be materially impacted.
ENACTMENT OF NEW LAWS OR CHANGES IN GOVERNMENT REGULATIONS COULD ADVERSELY
AFFECT CITY NETWORK'S BUSINESS
City Network is not currently required to comply with direct regulation by any
domestic or foreign governmental agency, other than regulations applicable to
businesses generally and laws or regulations directly applicable to the
Internet. However, due to the increasing popularity of the Internet, it is
possible that additional laws may be adopted regarding the Internet, any of
which could materially harm our business. The adoption of any additional laws
may decrease the growth of Internet use, which could lead to a decrease in the
demand for our services or increase the cost of doing business.
THE INABILITY TO OBTAIN PATENT AND COPYRIGHT PROTECTION FOR CITY NETWORK'S
TECHNOLOGY OR MISAPPROPRIATION OF CITY NETWORK'S INTELLECTUAL PROPERTY COULD
ADVERSELY AFFECT CITY NETWORK'S COMPETITIVE POSITION
City Network's success depends on internally developed technologies, know-how,
trademarks and related intellectual properties. Management regards the
technology as proprietary and will attempt to protect it by seeking patents,
copyrights or trademarks, and by invoking trade secret laws and confidentiality
and nondisclosure agreements. Despite these precautions, it may be possible for
a third party to obtain and use our services or technology without
authorization.
City Network intends to apply for registration of certain copyrights and a
number of key trademarks and service marks and intends to introduce new
trademarks and service marks. Management may not be successful in obtaining
registration for one or more of these trademarks. Management may need to resort
to litigation in the future to enforce or to protect intellectual property
rights, including patent and trademark rights. In addition, City Network's
technologies and trademarks may be claimed to conflict with or infringe upon the
patent, trademark or other proprietary rights of third parties. If this
occurred, City Network would have to defend itself against such challenges,
which could result in substantial costs and the diversion of resources. Any of
these events could materially harm City Network's business.
RISKS RELATING TO OUR STOCK
POSSIBLE DELISTING OF OUR STOCK FROM TRADING ON THE ELECTRONIC BULLETIN BOARD
Our common stock is listed on the electronic bulletin board of the
over-the-counter market. If delisted, we cannot predict when, if ever, our class
of common stock would be re-listed for trading on the electronic bulletin board
or any other market or exchange as the approval to re-list the common stock is
subject to review by the NASD.
BECAUSE OUR COMMON STOCK PRICE IS BELOW $5.00, WE ARE SUBJECT TO ADDITIONAL
RULES AND REGULATIONS
The SEC has adopted regulations which generally define a "penny stock" to be any
equity security that has a market price (as defined) of less than $5.00 per
share, subject to certain exceptions. Our common stock presently is a "penny
stock". Because our stock is a "penny stock", it is subject to rules that impose
additional sales practice requirements on broker/dealers who sell our securities
to persons other than established customers and accredited investors. There can
be no assurance that the common stock will trade for $5.00 or more per share, or
if so, when.
16
Although we desire to list the common stock on the Nasdaq SmallCap Market and
intend to apply for a listing on the SmallCap market at such time as we meet the
listing criteria, there can be no assurance that we will ever qualify.
Absent Nasdaq SmallCap Market or other Nasdaq or stock exchange listing,
trading, if any, in common stock will, as it presently is, continue in the
"Electronic Bulletin Board" administered by the National Association of
Securities Dealers, Inc. As a result, you may find it difficult to dispose of or
to obtain accurate quotations as to the market value of the common stock.
WE HAVE NO INTENTION TO PAY DIVIDENDS
We have never paid any cash dividends on our common stock. We currently intend
to retain all future earnings, if any, for use in our business and do not expect
to pay any dividends in the foreseeable future.
ITEM 7. FINANCIAL STATEMENTS
Our Financial Statements together with the independent auditor's report thereon
are included on pages F-1 through F-18 hereof.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There have been no changes nor any disagreements with the accountants or the
accountant's findings.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.
DIRECTORS, OFFICERS, PROMOTERS AND CONTROL PERSONS.
Our directors, executive officers and other significant employees and their ages
and positions are as follows:
Name of Individual Age Position
------------------ --- --------
Tiao Tsan "Andy" Lai 40 President, Director and Chief Executive Officer
Hsin Nan Lin 42 Chief Financial Officer and Director
Alice Chen 39 Vice President and Director
Chin-Yuan Liao 30 Manager and Director
I-Min Ou 33 Director
Set forth below is a description of the backgrounds of each of the officers and
directors of City Network:
TIAO TSAN "ANDY" LAI holds an MBA degree from St. Thomas University in
Minnesota, USA. Mr. Lai has been Chairman, President and Director of City
Network since October 2002. Mr. Lai has been Chairman, President and Director of
City Network Taiwan since June, 1997. As a pioneer in the network equipment
market he was the first entrepreneur to bring the Home PNA solution to Taiwan,
China and Asia. With Mr. Lai's guidance, City Network implemented Home PNA in a
winning design
17
for an Internet Service Model for the Taipei city government in 1998. In 1999,
Mr. Lai also procured an open tender for a Home PNA project with Korea Telecom.
From 1999 to the present, City Network has had its products approved for
purchase and sale by China Telecom, Taiwan's HiNet, Japan OCC and Finland
Telecom. In addition, Mr. Lai established business projects with Shanghai
Telecom, Fujian Telecom and Guang Dong Telecom. In October, 2000, Mr. Lai was
presented the "Excellent Manager" industry award in Taiwan for outstanding
service as Chairman of City Network. In June, 2002, Mr. Lai was also awarded
the "The Excellent Alumnus" award for his success in business beyond graduation
from the Taiwan National Military Academy.
HSIN NAN LIN holds an EMBA degree from Chiai University in the Republic of
China. He has been Vice President and a Director of City Network since October
2002. He has been Vice President and a Director of City Network (Taiwan) since
June, 2002. In addition, he serves on the board of directors for a large
Taiwanese investment company called Chief Financial Consultants, Inc. Before
joining these groups, Mr. Lin served ten years as the general manager of
manufacturing for a company with gross sales of over 3.5 million US dollars per
year. From 1990 through to the present, Mr. Lin has had twelve years service as
financial consultant for several public companies in Asia and has served as Vice
President of Chei-Hwa Financial and Investment Consulting Co., Ltd.
ALICE CHEN possesses a degree in Legal Policy from a government university in
the Republic of China. Ms. Chen has been Vice President and a Director of City
Network since October 2002. Ms. Chen has been Vice General Manager of Sales and
Marketing and a Director of City Network (Taiwan) since January, 1999. Ms.
Chen's duty is to implement and develop City Network's worldwide sales and
marketing plan. Before joining City Network, Ms. Chen had ten years experience
working for the Taiwanese National Security Agency as a national policy analyst.
Additionally, Ms. Chen spent three years working as head of sales and marketing
for a Taiwanese public company.
I-MIN OU has been Manager of the Technology Department and a Director of City
Network since October 2002. From February 2001 to October 2002, Mr. Ou served as
a Manager of the Tongnan Technology Company. From June 1999 to January 2001, he
served as a Manager of the Gulite Technology Company. From February 1998 to May
1999, Mr. Ou was a Manager for the Hueng Kwuo Technology Company. From 1991 to
1997, he served as a Manager of the Ikuani Technology Company. Since graduating
from Tongnan Industry Technology College in July 1991, I-Min Ou has been
primarily engaged in electronic engineering and computer automation industry. He
has 11 years of experience in engineering.
CHIN-YUAN LIAO has been a Director and Manager of the Engineering Department
since October 2002. From January 2000 to October 2002, Mr. Liao served as
Manager of the Engineering Department for City Network (Taiwan). From February
1997 to November 2001, he served as Manager of Ikuan Engineering, Inc. From 1990
to 1996, Mr. Liao served as Manager of Taiwuang Engineering, Inc.
The directors named above will serve until the next annual meeting of City
Network's stockholders or until their successors are duly elected and have
qualified. Directors will be elected for one-year terms at the annual
stockholders meeting. Officers will hold their positions at the pleasure of the
board of directors, absent any employment agreement, of which none currently
exists. There is no arrangement or understanding between any of the directors or
officers of City Network and any other person pursuant to which any director or
officer was or is to be selected as a director or officer, and there is no
arrangement, plan or understanding as to whether non-management shareholders
will exercise their voting rights to continue to elect the current directors to
City Network's board. There are also no arrangements, agreements or
understandings between non-management shareholders that may directly or
indirectly participate in or influence the management of City Network's affairs.
There are no agreements or understandings for any officer or director of City
Network to resign at the request of another person and
18
none of the officers or directors are acting on behalf of or will act at the
direction of any other person.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act, as amended, requires the officers and
directors of City Network and every person who is directly or indirectly the
beneficial owner of more than 10% of any class of security of City Network to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Such persons also are required to furnish City Network with
copies of all Section 16(a) forms they file. Based solely on its review of
copies of such forms received by it, the company believes that all other Section
16(a) filing requirements applicable to the reporting persons were complied with
by such persons during 2003.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the fiscal year indicated the compensation paid
by City Network to the Chief Executive Officer. No other executive officer
received a total annual salary and bonus exceeding USD$100,000.
Salary
Name and Principal Position Year USD Bonus
--------------------------- ---- ------ -----
Tiao Tsan "Andy" Lai 2002 USD$31,200 USD$2,600
2001 USD$31,200 USD$2,600
Our directors do not receive any compensation for serving on the board of
directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The following table sets forth as of June 12, 2003, the number and percentage of
the 24,500,000 outstanding shares of common stock that were beneficially owned
by (i) each person who is currently a director, (ii) each executive officer,
(iii) all current directors and executive officers as a group and (iv) each
person who, to the knowledge of City Network is the beneficial owner of more
than 5% of the outstanding common stock.
Name and Number of
Address Shares Percent
------- ------ -------
Tiao-Tsan "Andy" Lai 2,000,000 8%
13 F, No. 77, Hsin Tai Wu Road, Sec. 1 His-Chih
Taipei, Taiwan,
R.O.C.
Hsin-Nan Lin 0 0
13 F, No. 77, Hsin Tai Wu Road, Sec. 1 His-Chih,
Taipei, Taiwan, R.O.C
Alice Chen 61,000 *
13 F, No. 77, Hsin Tai Wu Road, Sec. 1 His-Chih
Taipei, Taiwan,
R.O.C.
19
I-Min Ou 20,000 *
13 F, No. 77, Hsin Tai Wu Road, Sec. 1 His-Chih,
Taipei, Taiwan, R.O.C.
Chin-Yuan Liao 45,000 *
13 F, No. 77, Hsin Tai Wu Road, Sec. 1 His-Chih
Chang Hua Hsien,
Taiwan
All officers and directors as a group (5 2,126,000 8.67%
persons)
* Less than 1%.
CHANGE IN CONTROL.
There are currently no arrangements which would result in a change in control of
the company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Throughout the history of City Netowrk, 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 February 28, 2003, City Network has a non interest-bearing loan from
Tiao-Tesan Lai, the president of City Network in the amount of $1,271,658.
Officer advance- As of the date of the Exchange Agreement, all prior officer
advances were forgiven by the officers of City Network. These advances totaled
$33,745.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this Form 10-KSB:
1. The following financial statements of the company, with the
independent auditor's report, are filed as part of this Form
10-KSB:
Independent Auditor's Report F-2
Consolidated Balance Sheets F-3
Consolidated Statements of Income F-4
Consolidated Statements of Cash Flow F-5
Consolidated Statements of Changes in Stockholders' Equity F-6
Notes to Consolidated Financial Statements F-7
2. All Financial Schedules are omitted because such schedules are
not required or the information required has been presented in
the aforementioned financial statements.
3. The following exhibits are filed with this report and
incorporated by reference as set forth below:
Exhibit No. Description
----------- -----------
20
2.1 (1) Exchange Agreement dated December 4, 2002 by and among City Network, Inc., the shareholders
of City Network, Inc., Investment Agents, Inc., Pamela Ray Stinson, Raymond Robert Acha,
and Joseph H. Panganiban
3.1 (2) Articles of Incorporation of City Network
3.2 (2) Certificate of Amendment to Articles of Incorporation of City Network
3.3 (3) Certificate of Amendment of the Articles of Incorporation of City Network
3.4 (2) Bylaws of City Network
21.1 Subsidiaries of City Network
99.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(1) Previously filed with the Securities and Exchange
Commission as an Exhibit to City Network's Form 8-K filed
March 5, 2003, and incorporated herein by reference.
(2) Previously filed with the Securities and Exchange
Commission as an Exhibit to City Network's Form SB-2 filed
May 18, 2001, and incorporated herein by reference.
(3) Previously filed with the Securities and Exchange
Commission as an Exhibit to City Network's Proxy Statement
filed March 21, 2003, and incorporated herein by
reference.
(b) Reports on Form 8-K. City Network filed a Report on Form 8-K filed
March 5, 2003 reporting the acquisition of City Network Technology,
Inc.
ITEM 14. CONTROLS AND PROCEDURES.
City Network maintains a system of internal controls and procedures that are
designed to provide reasonable assurance that information required to be
disclosed by City Network in the reports that City Network files under the
Exchange Act are recorded, processed, summarized and reported within required
time periods. City Network's Chief Executive Officer and Chief Financial Officer
have evaluated the effectiveness of City Network's disclosure controls and
procedures as of a date within 90 days before the filing of this annual 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 will be disclosed on a timely basis in our reports filed under the
Exchange Act.
21
Subsequent to the date of City Network's evaluation, there have been no
significant changes to City Network's internal controls or in other factors that
could significantly affect City Network's internal controls.
22
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INVESTMENT AGENTS, INC.
By: /s/ Tiao Tsan Lai
-----------------------------------
TIAO TSAN LAI
President and Chief Executive Officer
Date: June 13, 2003
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
By: /s/ Tiao Tsan Lai
-----------------------------------
TIAO TSAN LAI
President and Chief Executive Officer
By: /s/ Hsin Nan Lin
-----------------------------------
HSIN NAN LIN
Chief Financial Officer
By: /s/ Alice Chen
------------------------------------
ALICE CHEN
Vice President
23
CITY NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2003 AND 2002
TABLE OF CONTENTS
Independent Auditors Report F-2
Consolidated Balance Sheets F-3
Consolidated Statements of Income F-4
Consolidated Statements of Cash Flow F-5
Consolidated Statements of Changes in Stockholders' Equity F-6
Notes to Consolidated Financial Statements F-7
F-1
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
CITY NETWORK, INC. AND SUBSIDIARIES
Las Vegas, Nevada
We have audited the accompanying consolidated balance sheets of City Network,
Inc. and its subsidiaries ("the Company") as of February 28, 2003, and the
related consolidated statements of income, changes in stockholders' equity, and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits. The financial
statements of City Network, Inc. as of February 28, 2002, were audited by other
auditors whose report dated May 22, 2002, on those financial statements included
an explanatory paragraph that described the Company's recurring losses and
limited capital resources that raise substantial doubt about its ability to
continue as a going concern, as discussed in Note O to the consolidated
financial statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the
City Network, Inc. and Subsidiaries as of February 28, 2003, and the
consolidated results of its operations and cash flows for the year then ended,
in conformity with accounting principles generally accepted in the United States
of America.
May 15, 2003
San Diego, California
F-2
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
CONSOLIDATED BALANCE SHEETS
FEBRUARY 28, 2003 AND 2002
ASSETS
2003 2002
---------- ----------
Current Assets
Cash and cash equivalents $ 620,264 $ 0
Accounts receivable, net 1,520,341 49
Inventory 367,006 0
Investments 108,594 0
Other receivables 11,460 0
Prepaid expenses 209,957 11,025
---------- ----------
Total Current Assets 2,837,622 11,074
---------- ----------
Fixed Assets, net 2,338,943 0
---------- ----------
Total Fixed Assets 2,338,943 0
---------- ----------
Other Assets
Deposits 969 0
Trademarks 1,193 0
Deferred charges 36,836 0
Intangible assets 1,000,000 0
Other current assets 72,758 0
---------- ----------
Total Other Assets 1,111,756 0
---------- ----------
Total Assets $6,288,321 $ 11,074
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
2003 2002
---------- ----------
Current Liabilities
Accounts payable and accrued expenses $ 540,926 $ 8,290
Due to related party 1,271,755 20,399
Current portion, debt 523,142 0
---------- ----------
Total Current Liabilities 2,335,823 28,689
Long-term debt, net of current portion 311,299 0
---------- ----------
Total Liabilities 2,647,122 28,689
---------- ----------
Stockholders' Equity
Common stock, $.001 par value, 25,000,000
shares authorized, 24,500,000 and 1,970,000
issued and outstanding, respectively 24,500 1,970
Additional paid in capital 3,540,617 13,500
Retained earnings (deficit) 76,082 (33,085)
---------- ----------
Total Stockholders' Equity 3,641,199 (17,615)
---------- ----------
Total Liabilities and Stockholders' Equity $6,288,321 $ 11,074
========== ==========
See Accompanying Notes and Auditor's Report
F-3
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
CONSOLIDATED STATEMENTS OF INCOME
FISCAL YEARS ENDED FEBRUARY 28, 2003 AND 2002
2003 2002
----------- -----------
Sales, net $ 7,132,970 $ 49
Cost of sales 6,267,128 825
----------- -----------
Gross profit 865,842 (776)
General and administrative expenses 708,300 30,339
----------- -----------
Income (loss) from operations 157,542 (31,115)
----------- -----------
Other (Income) Expense
Interest income (9,431) 0
Other income (6,767) 0
Forgiveness of debt (33,745) 0
Gain on currency exchange (18,480) 0
Miscellaneous 497 0
Bad debt expense 49 0
Loss on disposal of assets 5,275 0
Interest expense 54,887 0
----------- -----------
Total Other (Income) Expense (7,715) 0
----------- -----------
Income (loss) before income taxes 165,257 (31,115)
Provision for income taxes 44,180 0
----------- -----------
Net income (loss) $ 121,077 ($ 31,115)
=========== ===========
Net loss per share (basic and diluted)
Basic $ 0.02 ($ 0.02)
Diluted $ 0.02 ($ 0.02)
Weighted average number of shares
Basic 7,525,342 1,970,000
Diluted 7,525,342 1,970,000
See Accompanying Notes and Auditor's Report
F-4
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FISCAL YEARS ENDED FEBRUARY 28, 2003 AND 2002
2003 2002
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) $ 121,077 ($ 31,115)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization 15,752 0
Depreciation 29,557 0
Loss on disposal of assets 5,275 0
Bad debt 49 0
Forgivness of bad debt (33,745) 0
Gain on foreign currency exchange (18,480) 0
Decrease (Increase) in receivables (952,867) 0
Decrease (Increase) in inventory (248,083) 0
Decrease (Increase) in other receivables (11,100) 0
Decrease (Increase) in prepaid expenses 390,036 2,475
Decrease (Increase) in deferred charges (114,019) 0
Decrease (Increase) in other current assets (316,508) 0
(Decrease) Increase in accounts payable
and accrued expenses (1,001,173) 8,290
(Decrease) Increase in due from related party 1,292,154 20,350
----------- -----------
Total Adjustments (963,152) 31,115
----------- -----------
Net cash used in operations (842,075) 0
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangibles (1,286) 0
Purchase of investments (108,594) 0
Purchase of furniture and equipment (502,691) 0
----------- -----------
Net cash used in investing activities (612,571) 0
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment on current portion debt (230,753) 0
Issuance of long-term debt 460,212
Issuance of common stock 1,755,870 0
----------- -----------
Net cash provided by financing activities 1,985,329 0
----------- -----------
Net change in cash and cash equivalents 530,683 0
----------- -----------
Cash and cash equivalents at beginning of year 89,581 0
----------- -----------
Cash and cash equivalents at end of year $ 620,264 $ 0
=========== ===========
Supplemental cash flows disclosures:
Income tax payments $ 24,767 $ 0
----------- -----------
Interest payments $ 62,425 $ 0
----------- -----------
Stock dividend paid 11,910 0
----------- -----------
Issuance of stock for purchase of subsidiary 3,500,000 0
----------- -----------
See Accompanying Notes and Auditor's Report
F-5
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FISCAL YEARS ENDED FEBRUARY 28, 2003 AND 2002
2003 2002
----------- -----------
Retained (deficits)
Balance at beginning of year ($ 33,085) ($ 1,970)
Issuance of stock dividend (11,910) 0
Net income (loss) 121,077 (31,115)
----------- -----------
Balance at end of year 76,082 (33,085)
----------- -----------
Common stock, par value $.001 (thousands of shares)
Balance at beginning of year 1,970 1,970
Stock cancellation (1,380) 0
Stock split 11,910 0
Common stock issued 12,000 0
----------- -----------
Balance at end of year 24,500 1,970
----------- -----------
Additional paid in capital
Balance at beginning of year 13,500 13,500
Issuance of stock 3,527,117 0
----------- -----------
Balance at end of year 3,540,617 13,500
----------- -----------
Total stockholders' equity at end of year $ 3,641,199 ($ 17,615)
=========== ===========
See Accompanying Notes and Auditor's Report
F-6
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2003 AND 2002
NOTE A - ORGANIZATION
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.
F-7
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 28, 2003 AND 2002
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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. Service income is
recognized as the related services are provided pursuant to the terms of
the service agreement.
Principles of Consolidation
The consolidated financial statements include the accounts of City
Network, Inc., and its wholly owned subsidiaries City Network Technology,
Inc. and its wholly owned subsidiary, City Network, Inc - Taiwan,
collectively referred to within as the Company. All material intercompany
accounts, transactions and profits have been eliminated in consolidation.
Risks and Uncertainties
Our Company is subject to substantial risks from, among other things,
intense competition from the providers of broadband products, services and
the telecommunication industry in general, other risks associated with
financing, liquidity requirements, rapidly changing customer requirements,
limited operating history, and the volatility of public markets.
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.
F-8
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 28, 2003 AND 2002
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use of 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.
Allowance for Doubtful Accounts
We have made an allowance for doubtful accounts for trade receivables
based on a combination of write-off history, aging analysis, and any
specific known troubled accounts.
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. Depreciation is provided on the straight-line method over the
estimated useful lives of the assets, or the remaining term of the lease,
as follows:
Furniture and Fixtures 5 years
Equipment 5 years
Computer Hardware and Software 3 years
Building and Improvements 50 years
Leasehold Improvements
Amortization of leasehold improvements is computed using the straight-line
method over the shorter of the remaining lease term or the estimated
useful lives of the improvements.
Exchange Gain (Loss):
During fiscal year ended February 28, 2003, the transactions of City
Network, Inc. - Taiwan denominated in foreign currency are 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.
F-9
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 28, 2003 AND 2002
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Translation Adjustment
As of February 28, 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 February 28, 2003 the exchange rates between NTD and the USD was
NTD$1=USD$0.02857. The weight-average rate of exchange between NTD and USD
was NTD$1 = USD$0.02899.
Fair Value of Financial Instruments
Our Company measures its financial assets and liabilities in accordance
with generally accepted accounting principles. For certain of the
Company's financial instruments, including accounts receivable (trade and
related party), notes receivable and accounts payable (trade and related
party), and accrued expenses, the carrying amounts approximate fair value
due to their short maturities. The amounts owed for long-term debt and
revolving credit facility also approximate fair value because interest
rates and terms offered to the Company are at current market rates.
Statement of Cash Flows
In accordance with Statement of Financial Accounting Standards No. 95,
"Statement of Cash Flows", cash flows from the Company's operations is
based upon the local currencies. As a result, amounts related to assets
and liabilities reported on the statement of cash flows will not
necessarily agree with changes in the corresponding balances on the
balance sheet.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to
concentrations of credit risk are cash, accounts receivable and other
receivables 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 and at year-end. The Company has a
diversified customer base, most of which are related parties. The Company
controls credit risk related to accounts receivable through credit
approvals, credit limits and monitoring procedures. The Company routinely
assesses the financial strength of its customers and, based upon factors
surrounding the credit risk, establishes an allowance, if required, for
un-collectible accounts and, as a consequence, believes that its accounts
receivable credit risk exposure beyond such allowance is limited.
F-10
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 28, 2003 AND 2002
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Inventory
Inventory is valued at the lower of cost or market. Cost is determined on
the weighted average method. As of February 28, 2003, inventory consisted
only of finished goods.
Product Warranties
The Company estimates its warranty costs based on historical warranty
claim experience and applies this estimate to the revenue stream for
products under warranty. Future costs for warranties applicable to revenue
recognized in the current period are charged to cost of revenue. The
warranty accrual is reviewed quarterly to verify that it properly reflects
the remaining obligation based on anticipated expenditures over the
balance of the obligation period. Adjustments are made when accrual
warranty claim experience differs from estimate.
Long-term equity investments
Long-term equity investments are accounted for by the equity method when
the Company and its subsidiaries owns 20% or more of the investee's voting
shares, or less than 20% of investee's voting shares but is able to
exercise significant influence over the investee's operation and financial
polices. All other long-term equity investments are accounted for by
either the lower-of-cost-or-market method or cost method. For long-term
equity investments accounted for under the equity method related to
investee's that are publicly listed companies, unrealized losses resulting
from declines in the market value below cost are recorded as a separate
component of stockholders' equity.
For long-term equity investments in non-listed companies accounted for
under the cost method, investments are stated at original cost. A
write-down of the investment balance to earnings is taken only if it is
determined that there is a permanent decline in the investment's value.
Stock dividends do not result in the recognition of investment income.
For long-term equity investments accounted for by the equity method where
the investment cost is different from its net equity of the investee
company upon the original investment, the difference is amortized over
five years on a straight-line basis. When an investee issues new shares,
and the Company subsidiaries do not invest in the new shares in proportion
to Company ownership percentage, the resulting change in the Company's
ownership percentage in the net assets of the investee is recorded
directly to capital surplus and long-term equity investment in the
accompanying consolidated balance sheets
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with initial
maturities of three months or less to be cash equivalents.
Advertising
Advertising costs are expensed in the year incurred.
F-11
CITY NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 28, 2003 AND 2002
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Provisions for income taxes are based on taxes payable or refundable for
the current year and deferred taxes on temporary differences between the
amount of taxable income and pretax financial income and between the tax
bases of assets and liabilities and their reported amounts in the
financial statements.
Deferred tax assets and liabilities are included in the financial
statements at currently enacted income tax rates applicable to the period
in which the deferred tax assets and liabilities are expected to be
realized or settled as prescribed in SFAS No. 109, "Accounting for Income
Taxes". As changes in tax laws or rates are enacted, deferred tax assets
and liabilities are adjusted through the provision for income taxes.
Earnings Per Share
The Company uses SFAS No. 128, "Earnings Per Share", for calculating the
basic and diluted earnings (loss) per share. Basic earnings (loss) per
share are computed by dividing net income (loss) attributable to common
stockholders by the weighted average number of common shares outstanding.
Diluted earnings per share are computed similar to basic earnings per
share except that the denominator is increased to include common stock
equivalents, if any, as if the potential common shares had been issued.
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of
The Company adopted the provision of FASB No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of". This statement requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to future net
cash flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amounts of the assets exceed the fair
values of the assets. In assessing the impairment of these identifiable
intangible assets, identifiable goodwill will be allocated on a pro rata
basis using fair values of the assets at the original acquisition date. In
estimating expected future cash flows for determining whether an asset is
impaired and if expected future cash flows are used in measuring assets
that are impaired, assets will be grouped at the lowest level (entity
level) for which there are identifiable cash flows that are largely
independent of the cash flows of other groups of assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value
less costs to sell. In recording an impairment loss, any related goodwill
would be reduced to zero before reducing the carrying amount of any
identified impaired asset.
For goodwill not identifiable with an impaired asset, the Company will
establish benchmarks at the lowest lever (entity level) as its method of
assessing impairment. In measuring impairment, unidentifiable goodwill
will be considered impaired if the fair value at the lowest level is less
than its carrying amount. The fair value of unidentifiable goodwill will
be determined by subtracting the fair value of the recognized net asset at
the lowest level (excluding goodwill) from the value at the lowest level.
The amount of the impairment loss should be equal to the difference
between the carrying amount of goodwill and the fair value of goodwill. In
the event that impairment is recognized, appropriate disclosures would be
made.
F-12
CITY NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 28, 2003 AND 2002
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
New Accounting Pronouncements
In July 2001, The Financial Accounting Standards Board ("FASB") issued
SFAS No. 141 "Business Combinations". SFAS No 141 supersedes Accounting
Principles Board ("APB") No. 16 and requires any business combinations
initiated after June 30, 2001 be accounted for as a purchase; therefore,
eliminating the pooling-of-interest method defined in APB16. The statement
was effective for any business combination initiated after June 30, 2001
and must have been applied to all business combinations accounted for by
the purchase method for which the date of acquisition was July 1, 2001 or
later. The adoption of this statement did not have a material impact to
the Company's financial position or results of operations since the
Company has not participated in such activities covered under this
pronouncement.
In July 2001, the FASB issued SFAS No 142, "Goodwill and Other
Intangibles", SFAS No. 142 addresses the initial recognition, measurement
and amortization of intangible assets acquired individually or with a
group of other assets (but not those acquired in a business combination)
and addresses the amortization provisions for excess cost over fair value
of net assets acquired or intangibles acquired in a business combination.
The statement is effective for fiscal years beginning after December 15,
2001, and is effective July 1, 2001 for any intangibles acquired in a
business combination initiated after June 30, 2001. The Company does not
expect the adoption to have material impact to the Company's financial
position or results of operations since the Company has not participated
in such activities covered under this pronouncement.
In October 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," which requires companies to record the fair value
of a liability for asset retirement obligations in the period in which
they are incurred. The statement applies to a company's legal obligations
associated with the retirement of a tangible long-lived asset that results
from the acquisition, construction, and development or through the normal
operation of a long-lived asset. When a liability is initially recorded,
the company would capitalize the cost, thereby increasing the carrying
amount of the related asset. The capitalized asset retirement cost is
depreciated over the life of the respective asset while the liability is
accreted to its present value. Upon settlement of the liability, the
obligation is settled at its recorded amount or the company incurs a gain
or loss. The statement is effective for fiscal years beginning after June
30, 2002. The Company does not expect the adoption to have a material
impact to the Company's financial position or results of operations.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." Statement 144 addresses the
accounting and reporting for the impairment or disposal of long-lived
assets. The statement provides a single accounting model for long-lived
assets to be disposed of. New criteria must be met to classify the assets
as an asset held-for-sale. This statement also focuses on reporting the
effects of a disposal of a segment of a business. This statement is
effective for fiscal years beginning after December 15, 2001. The Company
does not expect the adoption to have material impact to the Company's
financial position or results of operations.
F-13
CITY NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 28, 2003 AND 2002
NOTE C - 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. Upon the effective date of the exchange and
change in control, the Company ceased its relationship with Verio and no
longer acts as a referral agent for Verio. See Commitments Note G.
NOTE D - 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. 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.
The following table presents the allocation of the acquisition cost,
including professional fees and other related acquisition costs, to the
assets acquired and liabilities assumed:
Cash and cash equivalents $ 207,000
Accounts receivable 1,255,000
Other receivable 73,000
Prepaid expenses 181,000
Inventories 58,000
Property, plant, and equipment 2,449,000
Investments 109,000
Patents 1,000,000
Other noncurrent assets 86,000
-----------
Total assets $ 5,418,000
-----------
Accounts payable $ (588,000)
Loan payable (194,000)
Other current liabilities (231,000)
Current portion - long term debt (171,000)
Officer advances (242,000)
Long-term debt (492,000)
-----------
Total liabilities $(1,918,000)
-----------
Total acquisition cost $ 3,500,000
===========
F-14
CITY NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 28, 2003 AND 2002
NOTE D - STOCK PURCHASE BUSINESS COMBINATION (CONTINUED)
The following (unaudited) pro forma consolidated results of operations have been
prepared as if the acquisition of City Network Technology, Inc. had occurred at
March 1, 2001:
February 28, 2003 February 28, 2002
----------------- -----------------
Sales $ 7,236,161 $ 57,479
Net income 121,077 (1,233)
Net income per share--basic .02 .0001
Net income per share--diluted .02 .0001
The pro forma information is presented for informational purposes only and
is not necessarily indicative of the results of operations that actually
would have been achieved had the acquisitions been consummated as of that
time, nor is it intended to be a projection of future results.
NOTE E - CASH
The Company maintains its cash balances at various banks in Taiwan. The
balances are insured up to approximately $28,570. As of February 28, 2003,
there were $448,793 in uninsured balances held at these banks.
NOTE F - FIXED ASSETS
Fixed assets consist of the following:
2003 2002
----------- -----------
Land $ 1,966,694 $ 0
Building 305,429 --
Furniture and fixtures 118,750 --
----------- -----------
$ 2,390,873 --
Accumulated depreciation (51,930) --
----------- -----------
$ 2,338,943 $ 0
=========== ===========
F-15
CITY NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 28, 2003 AND 2002
NOTE G- COMMITMENTS
Verio, Inc. - Upon the effective date of the Exchange Agreement, December
14, 2002, and change in control, City Network ceased its relationship with
Verio and no longer acts as a referral agent for Verio, Inc. The agreement
with Verio, Inc. was a non-exclusive authorized sales representative in
the United States to solicit sales of Vario's services, in exchange for
commission income. These services included various domain registration
services, web hosting services and e-commerce services.
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.
NOTE H- LONG-TERM INVESTMENT
On December 25, 2001 we purchased approximately nine percent (9%) of Unium
Technology Corporation for $108,594. Unium Technology Corporation is not
currently publicly traded or listed. The cost method accounting for the
long-term equity investment of Unium Technology Corporation is being used.
NOTE I - COMPENSATED ABSCENSES
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
February 28, 2003 no accumulated vacation liability exists.
NOTE J - INCOME TAXES
Total Federal and State income tax expense for the years ended February
28, 2003 and 2002 amounted to $44,180 and $0, respectively. For the years
ended February 28, 2003 and 2002, there is no difference between the
federal statutory tax rate and the effective tax rate.
F-16
CITY NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 28, 2003 AND 2002
NOTE K - DEBT
At February 28, 2003, the Company had notes payable outstanding in the
aggregate amount of $834,441. Payable as follows:
Secured note payable to a bank in Taiwan,
interest at 5.325% per annum, due on
March 28, 2003 $202,800
Notes payable to a bank in Taiwan,
8.73% per annum, due on
May 17, 2003 171,429
Secured note payable to a bank in Taiwan,
interest at 3.175% per annum, due on
May 29, 2019 289,286
Secured note payable to a bank in Taiwan,
interest at 7.425% per annum, due on
May 9, 2004 147,783
Secured note payable to a bank in Taiwan,
interest at 4.25% per annum, due on
June 12, 2005 21,714
Note payable to a bank in Taiwan,
interest at 4.25% per annum, due on
June 6, 2005 1,429
--------
834,441
Current portion 523,142
--------
Long-term portion $311,299
--------
F-17
CITY NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 28, 2003 AND 2002
Note L - 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.
Andy Lai - As of February 28, 2003, the Company has a non interest-bearing
loan from Andy Lai, the Company's President, in the amount of $1,271,658.
Officer advance - As of the date of the exchange agreement, all prior
officer advances were forgiven by the officers of City Network, Inc. These
advances totaled $33,745. We have recognized this amount as forgiveness of
debt income during the year ended February 28, 2003.
Note M - FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash and cash equivalents, accounts receivable,
deposits and accounts payable approximate their fair value because of the
short maturity of those instruments.
The carrying amounts of the Company's long-term debt approximate their
fair value because of the short maturity and/or interest rates which are
comparable to those currently available to the Company on obligations with
similar terms.
Note N - SUBSEQUENT EVENTS
On February 14, 2003, the Board of Directors of the Company approved and
recommended that Company's Articles of Incorporation be amended to
include, the increase the number of authorized shares of common stock, par
value $0.001 of the Company, from 25,000,000 shares to 100,000,000; and to
authorize 50,000,000 shares of preferred stock, par value $0.001.
On February 17, 2003, the holders of approximately 52% of the outstanding
shares of common stock of City Network executed a written consent adopting
and approving the Charter Amendment. The Charter Amendment was filed with
the Secretary of State of the State of Nevada in March 2003.
Note O - GOING CONCERN
As of February 28, 2002 the prior auditor issued a Going Concern opinion
due to the recurring losses and limited capital resources of the Company.
As of February 28, 2003 the Company has changed its financial position by
its acquisition of City Network Technologies, Inc. pursuant to the
Exchange Agreement detailed in Note D above.
F-18
CERTIFICATIONS
I, Tiao Tsan Lai, President and Chief Executive Officer of City Network, Inc.,
certify that:
1. I have reviewed this annual report on Form 10-KSB of City Network,
Inc.;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant's other certifying officer 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
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 annual 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 annual report (the "Evaluation Date");
and
c. presented in this annual 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 officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing equivalent functions):
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 officer and I have indicated in this
annual 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.
Date: June 13, 2003
/s/ Tiao Tsan Lai
-------------------------------------
TIAO TSAN LAI
President and Chief Executive Officer
CERTIFICATIONS
I, Hsin Nan Lin, Chief Financial Officer of City Network, Inc., certify that:
1. I have reviewed this annual report on Form 10-KSB of City Network,
Inc.;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant's other certifying officer 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
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 annual 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 annual report (the "Evaluation Date");
and
c. presented in this annual 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 officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing equivalent functions):
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 officer and I have indicated in this
annual 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.
Date: June 13, 2003
/s/ Hsin Nan Lin
-----------------------
HSIN NAN LIN
Chief Financial Officer