UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2002.
OR
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION FROM _______ TO ________.
COMMISSION FILE NUMBER 333-61286
INVESTMENT AGENTS, INC.
(Name of Small Business Issuer in its charter)
Nevada 88-0467944
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
#13F., NO. 77, Hsin Tai Wu Road, Sec. 1
His-Chih, Taipei County, Taiwan, ROC 89103-4754
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (011) 886-2-2698-8588
N/A
(Former name, former address and former fiscal
year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
State the number of shares outstanding of each of the issuer Sections classes of
common equity, as of the latest practicable date:
At November 30, 2002, there were outstanding 1,970,000 shares of the
Registrant's Common Stock, $.001 par value. At January 22, 2002, there
were outstanding 24,500,000 shares of the Registrant's Common Stock, $.001
par value
Transitional Small Business Disclosure Format: Yes / / No /X/
PART I
FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
-2-
INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL REPORTS
NOVEMBER 30, 2002
FEBRUARY 28, 2002
-3-
INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
INDEPENDENT AUDITOR'S REPORT
ON THE FINANCIAL STATEMENTS 1
FINANCIAL STATEMENTS
Balance Sheets 2
Statements of Income 3-4
Statements of Stockholders' Equity 5
Statements of Cash Flows 6-7
Notes to Financial Statements 8-11
-4-
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Investment Agents, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheet of Investment Agents, Inc. (A
Development Stage Company) as of November 30, 2002, and February 28, 2002 and
the related statements of income, stockholders' (deficit), and cash flows for
the three months ended November 30, 2002, the nine months ended November 30,
2002, the year ended February 28, 2002 and the period August 8, 1996 (inception)
through November 30, 2002. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Investment Agents, Inc. (A
Development Stage Company) as of November 30, 2002 and February 28, 2002 and the
results of its operations and cash flows for the three months ended November 30,
2002, the nine months ended November 30, 2002, the year ended February 28, 2002
and the period August 8, 1996 (inception) through November 30, 2002, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 8 to the
financial statements, the Company has limited operations and has not established
any source of revenue. This raises substantial doubt about its ability to
continue as a going concern. Management's plan in regard to these matters is
also described in Note 8. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Kyle L. Tingle, CPA, LLC
January 22, 2003
Henderson, Nevada
F-1
INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
November 30, February 28,
2002 2002
-------- --------
ASSETS
CURRENT ASSETS
Accounts receivable $ 49 $ 49
Prepaid expenses 9,000 11,025
-------- --------
Total current assets $ 9,049 $ 11,074
-------- --------
Total assets $ 9,049 $ 11,074
======== ========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 319 $ 8,290
Officer advances (Note 5) 33,745 20,399
-------- --------
Total current liabilities $ 34,064 $
-------- --------
28,689
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: $.001 par value;
authorized 25,000,000 shares;
issued and outstanding:
1,970,000 shares at February 28, 2002; $ $ 1,970
1,970,000 shares at November 30, 2002 1,970
Additional Paid In Capital (Notes 2 and 5) 13,500 13,500
Accumulated deficit during development stage (40,485
-------- --------
(33,085)
Total stockholders' (deficit) $(25,015) $(17,615)
-------- --------
Total liabilities and
stockholders' (deficit) $ 9,049 $ 11,074
======== ========
See Accompanying Notes to Financial Statements.
F-2
INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF INCOME
Three months ended Nine months ended
November 30, November 30, November 30, November 30,
2002 2001 2002 2001
------------ ------------ ------------ ------------
Revenues $ 0 $ 49 $ 0 $ 49
Cost of revenue 225 225 675 600
----------- ----------- ----------- -----------
Gross profit $ (225) $ (176) $ (450) $ (551)
General, selling and
administrative expenses 2,034 8,749 6,725 13,344
----------- ----------- ----------- -----------
Operating (loss) $ (2,259) $ (8,925) $ (7,400) $ (13,945)
Nonoperating income (expense)
Interest income 0 0 0 0
----------- ----------- ----------- -----------
Net (loss) $ (2,259) $ (8,925) $ (7,400) $ (13,945)
=========== =========== =========== ===========
Net (loss) per share, basic
and diluted (Note 2) $ (0.00) $ (0.00) $ (0.00) $ (0.01)
=========== =========== =========== ===========
Average number of shares
of common stock outstanding 1,970,000 1,970,000 1,970,000 1,970,000
=========== =========== =========== ===========
See Accompanying Notes to Financial Statements.
F-3
INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF INCOME
Aug. 8, 1996
Years ended (inception) to
February 28, February 28, November 30,
2002 2001 2002
------------ ------------ --------------
Revenues $ 49 $ 0 $ 49
Cost of revenue 825 0 1,500
--------- -------- ---------
Gross profit $ (776) $ 0 $ (1,451)
General, selling and
administrative expenses 30,339 0 39,034
--------- -------- ---------
Operating (loss) $(31,115) $ 0 $(40,485)
Nonoperating income (expense)
Interest income 0 0 0
--------- -------- ---------
Net (loss) $(31,115) $ 0 $(40,485)
========= ======== =========
Net (loss) per share, basic
and diluted (Note 2) $ (0.02) $ 0.00 $ (0.02)
========= ======== ========
Average number of shares
of common stock outstanding 1,970,000 1,970,000 1,970,000
========= ========= =========
See Accompanying Notes to Financial Statements.
F-4
INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
Accumulated
(Deficit)
Common Stock Additional During
----------------------- Paid-In Development
Shares Amount Capital Stage
---------- ------ ---------- ------------
Sale of 1,970,000 shares, October 17, 1997 1,970,000 $1,970 $ 0 $ 0
---------- ------ ------- --------
Net (loss), February 28, 1998 (1,970)
---------- ------ ------- --------
Balance, February 28, 1998 1,970,000 $1,970 $ 0 $ (1,970)
Net income, February 28, 1999 0
---------- ------ ------- --------
Balance, February 28, 1999 1,970,000 $1,970 $ 0 $ (1,970)
Net (loss), February 29, 2000 0
--------
Balance, February 29, 2000 1,970,000 $1,970 $ 0 $ (1,970)
Capital contribution, February, 2001 13,500
Net (loss), February 28, 2001 0
---------- ------ ------- --------
Balance, February 28, 2001 1,970,000 $1,970 $13,500 $ (1,970)
Net (loss), February 28, 2002 (31,115)
---------- ------ ------- --------
Balance, February 28, 2002 1,970,000 $1,970 $13,500 $(33,085)
Net (loss), November 30, 2002 (7,400)
---------- ------ ------- --------
Balance, November 30, 2002 1,970,000 $1,970 $13,500 $(40,485)
========== ====== ======= ========
See Accompanying Notes to Financial Statements.
F-5
INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Three months ended Nine months ended
November 30, November 30, November 30, November 30,
2002 2001 2002 2001
------------ ------------ ------------ ------------
Cash Flows From
Operating Activities
Net (loss) $(2,259) $(1,681) $ (7,400) $(5,020)
Adjustments to reconcile
net (loss) to cash
(used in) operating
activities:
Changes in assets
and liabilities
(Increase) in Accounts receivable 0 0 0 0
(Increase) decrease in
Prepaid expense 675 675 2,025 1,125
Increase (decrease) in
Accounts payable (1,397) 0 (7,971) 0
Increase in Officer payable 2,981 1,006 13,346 3,895
------- ------- -------- -------
Net cash (used in)
operating activities $ 0 $ 0 $ 0 $ 0
------- ------- -------- -------
Cash Flows From
Investing Activities $ 0 $ 0 $ 0 $ 0
------- ------- -------- -------
Cash Flows From
Financing Activities
Issuance of common stock $ $ $ $ 0
Capital contribution 0 0 0 0
------- ------- -------- -------
Net cash (used in)
financing activities $ $ 0 $ 0 $ 0
------- -------- -------
Net increase (decrease)
in cash $ 0 $ 0 $ 0 $ 0
Cash, beginning of period 0 0 0 0
------- ------- -------- -------
Cash, end of period $ 0 $ 0 $ 0 $ 0
======= ======= ======== =======
See Accompanying Notes to Financial Statements.
F-6
INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Aug. 8, 1996
Years ended (inception) to
February 28, February 28, November 30,
2002 2001 2002
------------ ------------ --------------
Cash Flows From
Operating Activities
Net (loss) $(31,115) $ 0 $(40,485)
Adjustments to reconcile
net (loss) to cash
(used in) operating
activities:
Changes in assets
and liabilities
(Increase) in Accounts receivable (49) 0 (49)
(Increase) decrease in
Prepaid expense 2,475 (13,500) (9,000)
Increase (decrease) in
Accounts payable 8,290 0 319
Increase in Officer payable 20,399 0 33,745
-------- -------- --------
Net cash (used in)
operating activities $ 0 $(13,500) $(15,470)
-------- -------- --------
Cash Flows From
Investing Activities $ 0 $ 0 $ 0
-------- -------- --------
Cash Flows From
Financing Activities
Issuance of common stock $ $ 0 $ 1,970
Capital contribution 0 13,500 13,500
-------- -------- --------
Net cash (used in)
financing activities $ 0 $ 13,500 $ 15,470
-------- -------- --------
Net increase (decrease)
in cash $ 0 $ 0 $ 0
Cash, beginning of period 0 0 $ 0
-------- -------- --------
Cash, end of period $ 0 $ 0 $ 0
======== ======== ========
See Accompanying Notes to Financial Statements.
F-7
INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2002 AND FEBRUARY 28, 2002
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Nature of business:
Investment Agents, Inc. ("Company") was organized August 8, 1996 under the
laws of the State of Nevada. The Company currently has limited operations
through an agreement with Verio, Inc. The Company acts as a referral
source for domain registration and web hosting provided by Verio. Due to
the limited nature of the operations, and, in accordance with Statement of
Financial Accounting Standard (SFAS) No. 7, "Accounting and Reporting by
Development Stage Enterprises," is considered a development stage company.
A summary of the Company's significant accounting policies is as follows:
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make 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.
Cash
For the Statements of Cash Flows, all highly liquid investments with
maturity of three months or less are considered to be cash equivalents.
There were no cash equivalents as of November 30, 2002, February 28, 2002,
and February 28, 2001.
Income taxes
Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 "Accounting for Income Taxes." A deferred tax
asset or liability is recorded for all temporary differences between
financial and tax reporting. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax
basis. Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax assets
and liabilities are adjusted for the effect of changes in tax laws and
rates on the date of enactment.
NOTE 2. STOCKHOLDERS' EQUITY
Common stock
The authorized common stock of the Company consists of 25,000,000 shares
with par value of $0.001. On October 15, 1997, the Company authorized and
issued 19,700 shares of its no par value common stock in consideration of
$1,970 in cash.
F-8
INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2002 AND FEBRUARY 28, 2002
NOTE 2. STOCKHOLDERS' EQUITY (CONTINUED)
On November 29, 2000, the State of Nevada approved the Company's amended
Articles of Incorporation, which increased its capitalization from 25,000
common shares to 25,000,000 common shares. The no par value was changed to
$0.001 per share.
On November 29, 2000, the Company's shareholders approved a forward split
of its common stock at one hundred shares for one share of the existing
shares. The number of common stock shares outstanding increased from
19,700 to 1,970,000. Prior period information has been restated to reflect
the stock split
An officer contributed $13,500 to the Company through a retainer to a
legal firm for services to be rendered.
The Company has not authorized any preferred stock.
Net loss per common share
Net loss per share is calculated in accordance with SFAS No. 128,
"Earnings Per Share." The weighted-average number of common shares
outstanding during each period is used to compute basic loss per share.
Diluted loss per share is computed using the weighted averaged number of
shares and dilutive potential common shares outstanding. Dilutive
potential common shares are additional common shares assumed to be
exercised.
Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 1,970,000 during the nine months
ended November 30, 2002, the year ended February 28, 2002, and since
inception. As of November 30, 2002, February 28, 2002, and since
inception, the Company had no dilutive potential common shares.
NOTE 3. INCOME TAXES
There is no provision for income taxes for the period ended November 30,
2002, due to the net loss and no state income tax in Nevada, the state of
the Company's domicile and operations. The Company's total deferred tax
asset as of November 30, 2002 is as follows:
Net operating loss carry forward $ 38,226
Valuation allowance $(38,226)
--------
Net deferred tax asset $ 0
The net federal operating loss carry forward will expire in 2018 and 2022.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
F-9
INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2002 AND FEBRUARY 28, 2002
NOTE 4. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have not
been reflected therein. The officers and directors for the Company are
involved in other business activities and may, in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interest. The
Company has not formulated a policy for the resolution of such conflicts.
In April 2001, the Company established a policy that "transactions between
the Company and its officers, directors or five percent shareholders, and
their respective affiliates, will be on terms no less favorable than those
terms which could be obtained from unaffiliated third parties and said
transactions will be approved by a majority of the independent and
disinterested directors."
NOTE 5. CONTRACTS AND OBLIGATIONS
On April 19, 2001, the Company entered into a Web Agent Agreement with
Verio, Inc. The Company is a referral partner and hosts a web site to
direct customers to the web hosting and registration services of Verio.
The non-cancelable agreement requires a payment obligation of $75 per
month for a period of two years. The contract allows for three one-year
extensions by notifying Verio, Inc. in writing not more than 180 and not
less than 90 days from the expiration of the current contract. The Company
intends to exercise these extensions. The minimum future contract payments
are:
Year End Contract
February 28, Payment
2003 225
2004 900
2005 900
2006 900
2007 75
------
Total future Obligations $3,000
======
On February 1, 2001, the Company retained a legal firm, prepaying $13,500
for services related to this contract. Services are to be provided for the
three-year term and two one-year renewal periods. Services include paying
the monthly fees to Verio, Inc. and reviewing the performance of the
Company website. The fee is non-refundable and no additional fees will be
required in the normal course of business for these services. If these
costs were for a one-time performance or start-up of services for the new
products provided by the Company, they would be currently expensed as
required by Statement of Position 98-5 "Reporting on the Costs of Start-Up
Activities. Due to the continuing nature of the performance required by
the contract, this fee not considered a start-up cost and is amortized
over the life of the contract, with extensions
F-10
INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2002 AND FEBRUARY 28, 2002
NOTE 6. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock of the Company.
NOTE 7. OFFICERS' ADVANCES
The Company has incurred costs in connection with the implementation of
its business plan and in connection with the Company complying with
federal securities laws. An officer of the Company has advanced funds on
behalf of the Company to pay for these costs. These funds have been
advanced interest free.
NOTE 8. GOING CONCERN
The Company's financial statements are prepared in accordance with
generally accepted accounting principles applicable to a going concern.
This contemplates the realization of assets and the liquidation of
liabilities in the normal course of business. Currently, the Company does
not have significant cash or other material assets, nor does it have
operations or a source of revenue sufficient to cover its operation costs
and allow it to continue as a going concern. Until the Company has
sufficient operations, the stockholders, officers, and directors have
committed to advancing the operating costs of the company.
NOTE 9. SUBSEQUENT EVENTS
On November 14, 2002 the Company entered into an "Exchange Agreement" with
City Network, Inc., a company incorporated under the laws of the British
Virgin Islands ("City") and certain of its shareholders, wherein the
Company will acquire all of the issued and outstanding shares of City in
exchange for 12,000,000 shares of the Company. The Exchange Agreement was
amended on December 4, 2002. The transaction closed on December 11, 2002.
Upon the exchange, the officers and directors of the Company resigned and
five new officers and directors were appointed.
To fulfill the provisions of the Exchange Agreement, Section 3 of the
By-Laws were amended from "the authorized number of directors shall be
three (3) until changed..." to "the authorized number of directors shall
be not less than five (5) and shall not be more than eleven (11) until
changed..." This became effective with the execution of the Exchange
Agreement.
On November 26, 2002, the Company authorized the payment of a dividend on
the common shares of the Company to the shareholders of record on December
9, 2002, 20.18644 shares for each share held by the said shareholder. In
lieu of fractional shares, the Company will round up a fractional share to
a full share. As part of the authorization, prior to December 9, 2002,
certain shareholders surrendered cancellation of 1,380,000 shares of
common stock. This surrender occurred on December 6, 2002. After the
surrender, 590,000 share of common stock were of record on December 9,
2002. After the stock dividend, there were 12,500,000 shares issued and
outstanding.
As of December 11, 2002, after the stock dividend and execution of the
Exchange Agreement, the Company had 24,500,000 shares of common stock
issued and outstanding.
F-11
ITEM II. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Plan of Operation
As at November 30, 2002, we were a referral agent and we collect a selling
commission for referring customers who purchase Verio, Inc.'s ("Verio") domain
registration services, web hosting services and e-commerce services. We are a
development stage company with limited operations and revenues. We were unable
to satisfy cash requirements without management's financial support.
Our objective had been to market the web site upon full completion of its
development - after we feel it is no longer "under construction". This marketing
strategy was subject to our having sufficient funding to carry out our plan
which will include the following elements:
1. Strategic listing of our web site with major search engines in order to
increase the visibility of our web site when users enter applicable
keywords, such as "domain registration" and "web site hosting," with major
search engines, and
2. Reciprocal click-through agreements with complementary web sites who are
prepared to allow us to place links to our web site on their web sites in
consideration for us permitting a reciprocal link to their web site on our
web site.
On December 11, 2002, after filing a fictitious business name of City
Networks Inc. in Nevada, we acquired all of the issued and outstanding stock of
City Network Technology, Inc. (formerly Gelchrest Investments Limited), a BVI
company ("CNT") pursuant to an Amended Exchange Agreement dated as of December
11, 2002, by and among CNT, the shareholders of CNT, Pamela Ray Stinson, Raymond
Robert Acha, Joseph H. Panganiban and us (the "Exchange Agreement"). CNT based
in the British Virgin Islands, is the parent company of City Network Inc.
(Taiwan).
Pursuant to the Exchange Agreement, CNT became our wholly-owned subsidiary
in exchange for the CNT shares and we issued 12,000,000 shares of our common
stock to the shareholders of CNT, representing 49% of our outstanding stock at
that time. Prior to the exchange, we declared a stock dividend and Pamela Ray
Stinson, Raymond Robert Acha, Joseph H. Panganiban surrendered for cancellation
all of the shares of stock owned by them prior to the record date. In connection
with the exchange and change in control, our current officers and directors
resigned and the following five persons were appointed as officers and
directors: Tiao-Tsan Lai, Hsin-Nan Lin, Alice Chen, Chin Yuan Liao and I-Min Ou.
We (together with our operating subsidiary, "City Network") are now a
provider of Internet broadband and wireless infrastructure equipment and
services for the rapidly expanding broadband marketplace. We are 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 SME (Small
& Medium Enterprises) marketplace worldwide.
- 5 -
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..
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. 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.
City Network expects to 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 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.
Analysis of Financial Condition.
As at November 30, 2002, we had no cash, an account receivable of $49 and
$9,000 in prepaid expenses, which constitutes our total assets. We have no other
liquid current assets. Our loss from inception through November 30, 2002 was
$40,485. As at November 30, 2002, we were obligated for officer advances in the
sum of $33,745. As of December 11, 2002, the officer advances were contributed
to capital and, as of the date hereof, the prepaid expenses will be reduced from
$9,000 to $0.
- 6 -
Qualitative and Quantitative Disclosures About Market Risk.
As at November 30, 2002, we had neither considered nor conducted any
research concerning qualitative and quantitative market risk.
ITEM III. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of filing this Quarterly Report on
Form 10-QSB, the Company carried out an evaluation, under the supervision and
with the participation of the Company's management, including the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company required to be included in the
Company's periodic SEC filings.
- 7 -
PART II
OTHER INFORMATION
Item 1 - Legal Proceedings None
Item 2 - Changes in the Rights of the Company's Security Holders None
Item 3 - Defaults by the Company on its Senior Securities None
Item 4 - Submission of Matter to Vote of Security Holders None
Item 5 - Other Information None
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Certifications of Tiao Tsan Lai, pursuant to 18 U.S.C. 1350.
99.2 Certifications of Hsin Nan Lin, pursuant to 18 U.S.C. 1350.
There were no reports on Form 8-K filed during the quarter for which this
report is filed. The Company incorporates by this reference the following
reports filed subsequent to November 30, 2002:
Current Report on Form 8-K/A filed on December 4, 2002
Current Report on Form 8-K filed on December 10, 2002
Current Report on Form 8-K filed on January 15, 2002
- 8 -
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: January 22, 2003 INVESTMENT AGENTS, INC.
d/b/a/ City Network Inc.
By: /s/ Tiao - Tsan Lai
------------------------------------
Tiao - Tsan Lai
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, TIAO TSAN LAI, President and Chief Executive Officer (principal executive
officer) of Investment Agents, Inc. (the "Registrant"), certifies that:
1. I have reviewed this quarterly report on Form 10-QSB of Investment Agents,
Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
1 of 2
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ Tiao Tsan Lai
--------------------------------
Tiao Tsan Lai
Date: January 22, 2003
2 of 2
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, HSIN NAN LIN, Chief Financial Officer (principal financial officer) of
Investment Agents, Inc. (the "Registrant"), certifies that:
1. I have reviewed this quarterly report on Form 10-QSB of Investment Agents,
Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
1 of 2
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ Hsin Nan Lin
------------------------------
Hsin Nan Lin
Date: January 22, 2003
2 of 2