U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: November 30, 2003
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 333-61286
CITY NETWORK, INC.
------------------
(Exact name of small business issuer as specified in its charter)
NEVADA 88-0467944
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No)
#13F., NO. 77, HSIN TAI WU ROAD
SEC. HIS-CHIH, TAIPEI COUNTY
TAIWAN, REPUBLIC OF CHINA
-------------------------
(Address of principal executive offices) (Zip Code)
011-886-2-2698-8588
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(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed since
last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 25,000,000
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
2
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION....................................... 1
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)...................... 1
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)... 1
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)........... 2
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)........... 3
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY (UNAUDITED).......................................... 4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)................................................. 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.................. 15
ITEM 3. CONTROLS AND PROCEDURES............................... 17
PART II. OTHER INFORMATION........................................... 18
ITEM 1. LEGAL PROCEEDINGS..................................... 18
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS............. 18
ITEM 3. DEFAULTS UPON SENIOR SECURITIES....................... 18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS............................................... 18
ITEM 5. OTHER INFORMATION..................................... 18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K...................... 18
i
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
ASSETS
November 30, 2003
(Unaudited) February 28, 2003
----------- -----------------
Current Assets
Cash and cash equivalents $ 579,153 $ 620,264
Accounts receivable, net 6,405,491 1,520,341
Inventory 129,219 367,006
Investments 710,917 108,594
Other receivables 411,889 11,460
Prepaid expenses 840,357 209,957
----------- -----------
Total Current Assets 9,077,026 2,837,622
----------- -----------
Fixed Assets, net 2,442,528 2,338,943
----------- -----------
Total Fixed Assets 2,442,528 2,338,943
----------- -----------
Other Assets
Deposits 19,495 969
Trademarks 1,957 1,193
Deferred charges 30,201 36,836
Equity in net assets of affiliated company 322,324 0
Intangible assets 1,000,000 1,000,000
Other current assets 0 72,758
----------- -----------
Total Other Assets 1,373,977 1,111,756
----------- -----------
Total Assets $12,893,531 $ 6,288,321
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 3,947,307 $ 540,926
Due to related party 2,808,952 1,271,755
Payable to investee 127,898 0
Current portion, debt 1,258,741 523,142
----------- -----------
Total Current Liabilities 8,142,898 2,335,823
Long-term debt, net of current portion 264,421 311,299
----------- -----------
Total Liabilities 8,407,319 2,647,122
----------- -----------
Stockholders' Equity
Common stock, $.001 par value, 100,000,000 and
25,000,000 shares authorized, 25,000,000 and
24,500,000 issued and outstanding, respectively 25,000 24,500
Additional paid in capital 4,260,117 3,540,617
Cumulative foreign-exchange translation adjustment 95,545 0
Retained earnings 105,550 76,082
----------- -----------
Total Stockholders' Equity 4,486,212 3,641,199
----------- -----------
Total Liabilities and Stockholders' Equity $12,893,531 $ 6,288,321
=========== ===========
See accompanying notes.
-1-
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
------------------ -----------------
November 30, November 30, November 30, November 30,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Sales, net $ 4,914,720 $ 0 $ 14,581,408 $ 0
Cost of sales 4,324,280 225 13,289,646 675
------------ ------------ ------------ ------------
Gross profit 590,440 (225) 1,291,762 (675)
General and administrative expenses 395,968 2,034 859,502 6,725
------------ ------------ ------------ ------------
Income (loss) from operations 194,472 (2,259) 432,260 (7,400)
------------ ------------ ------------ ------------
Other (Income) Expense
Interest income (4,907) 0 (19,451) 0
Other income (4,835) 0 (22,193) 0
(Gain) loss on currency exchange (7,085) 0 (6,387) 0
Equity in earnings of investee (7,312) 0 2,676 0
Bad debt expense 305,491 0 362,075 0
Interest expense 16,991 0 42,393 0
------------ ------------ ------------ ------------
Total Other (Income) Expense 298,343 0 359,113 0
------------ ------------ ------------ ------------
Income (loss) before income taxes (103,871) (2,259) 73,147 (7,400)
Provision for income taxes 24,930 0 43,679 0
------------ ------------ ------------ ------------
Income (loss) ($ 128,801) ($ 2,259) $ 29,468 ($ 7,400)
============ ============ ============ ============
Net income (loss) per share (basic and diluted)
Basic ($ 0.005) ($ 0.001) $ 0.001 ($ 0.004)
Diluted ($ 0.005) ($ 0.001) $ 0.001 ($ 0.004)
Weighted average number of shares
Basic 24,944,444 1,970,000 24,777,778 1,970,000
Diluted 24,944,444 1,970,000 24,777,778 1,970,000
See accompanying notes.
-2-
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
November 30, November 30,
2003 2002
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) $ 29,468 ($ 7,400)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 29,326 0
Bad debt 362,075 0
Equity in earning of investee 2,676 0
Decrease (Increase) in receivables (4,885,150) 0
Decrease (Increase) in inventory 237,787 0
Decrease (Increase) in other receivables (400,429) 0
Decrease (Increase) in prepaid expenses (630,400) 2,025
Decrease (Increase) in deferred charges 6,635 0
Decrease (Increase) in deposit (18,526) 0
Decrease (Increase) in other current assets 72,758 0
(Decrease) Increase in accounts payable
and accrued expenses 3,406,381 (7,971)
(Decrease) Increase in payables to investee 127,898 0
----------- -----------
Total Adjustments (1,688,969) (5,946)
----------- -----------
Net cash used in operations (1,659,501) (13,346)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of investment 108,594 0
Purchase of investments (710,917) 0
Purchase of trademarks (817) 0
Purchase of net assets of affiliated company (325,000) 0
Purchase of furniture and equipment (126,238) 0
----------- -----------
Net cash provided by investing activities (1,054,378) 0
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CASH FLOWS FROM FINANCING ACTIVITIES
Payment on current portion debt (1,612,860) 0
Loans from related party 1,537,197 13,346
Issuance of short-term debt 2,123,976 0
Issuance of common stock 720,000 0
----------- -----------
Net cash provided by financing activities 2,768,313 13,346
----------- -----------
Effect of exchange rate change on cash (95,545) 0
Net change in cash and cash equivalents (41,111) 0
----------- -----------
Cash and cash equivalents at beginning of year 620,264 0
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Cash and cash equivalents at end of period $ 579,153 $ 0
=========== ===========
Supplemental cash flows disclosures:
Income tax payments $ 0 $ 0
----------- -----------
Interest payments $ 42,393 $ 0
----------- -----------
See accompanying notes.
-3-
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
November 30,
(Unaudited) February 28, 2003
Retained Earnings (Deficits)
Balance at beginning of year $ 76,082 ($ 33,085)
Issuance of stock dividend 0 (11,910)
Net income (loss) 29,468 121,077
----------- -----------
Balance at end of period 105,550 76,082
----------- -----------
Common stock, par value $.001 (thousands of shares)
Balance at beginning of year 24,500 1,970
Stock cancellation 0 (1,380)
Stock split 0 (11,910)
Common stock issued 500 12,000
----------- -----------
Balance at end of period 25,000 24,500
----------- -----------
Additional paid in capital
Balance at beginning of year 3,540,617 13,500
Issuance of stock 719,500 3,527,117
----------- -----------
Balance at end of period 4,260,117 3,540,617
----------- -----------
Cumulative foreign-exchange translation adjustment
Balance at beginning of year 0 0
Foreign currency translation 95,545 0
----------- -----------
Balance at end of period 95,545 0
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Total stockholders' equity at end of period $ 4,486,212 $ 3,641,199
=========== ===========
See accompanying notes.
-4-
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2003
NOTE 1 - NATURE OF OPERATIONS
City Network, Inc., formerly Investment Agents, Inc., was incorporated on August
8, 1996 under the laws of the State of Nevada. City Network Technology, Inc.,
formerly Gelcrest Investments Limited, was incorporated under the laws of the
British Virgin Islands on March 1, 2002. City Network, Inc - Taiwan, formerly
City Engineering, Inc., was incorporated under the laws of the People's 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.
-5-
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unaudited Interim Financial Information - The accompanying financial statements
have been prepared by City Network, Inc., pursuant to the rules and regulations
of the Securities and Exchange Commission (the "SEC") Form 10-QSB and Item 310
of Regulation S-B, and generally accepted accounting principles for interim
financial reporting. These financial statements are unaudited and, in the
opinion of management, include all adjustments (consisting of normal recurring
adjustments and accruals) necessary for a fair presentation of the statement of
financial position, operations, and cash flows for the periods presented.
Operating results for the nine months ended November 30, 2003 and 2002 are not
necessarily indicative of the results that may be expected for the year ending
February 28, 2004, or any future period, due to seasonal and other factors.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting policies
have been omitted in accordance with the rules and regulations of the SEC. These
financial statements should be read in conjunction with the audited consolidated
financial statements and accompanying notes, included in the Company's Annual
Report for the year ended February 28, 2003.
Basis of Consolidation - The consolidated financial statements for 2003 include
the accounts of City Network, Inc. and its wholly owned subsidiaries, City
Network Technology, Inc. - BVI, City Network, Inc. - Taiwan, and City Network
Construction. All references herein to the Company are included in the
consolidated results. All significant intercompany accounts and transactions
have been eliminated upon consolidation.
Revenue Recognition - Revenue from sales of products to customers is recognized
upon shipment or when title passes to customers based on the terms of the sales,
and is recorded net of returns, discounts and allowances.
Cash and Cash Equivalents - Cash equivalents are stated at cost. Cash
equivalents are highly liquid investments readily convertible into cash with an
original maturity of three months or less and consist of time deposits with
commercial banks.
Allowance for Doubtful Accounts - The Company establishes an allowance for
doubtful accounts on a case-by-case basis when it believes the required payment
of specific amounts owed is unlikely to occur after a review of historical
collection experience, subsequent collections and management's evaluation of
existing economic conditions.
-6-
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fixed Assets - Property and equipment are stated at cost less accumulated
depreciation. Expenditures for major additions and improvements are capitalized
and minor replacements, maintenance and repairs are charged to expense as
incurred. Whenever an asset is retired or disposed of, its cost and accumulated
depreciation or amortization is removed from the respective accounts and the
resulting gain or loss is credited or charged to income.
Depreciation is computed using the straight-line and declining-balance methods
over the following estimated useful lives:
Furniture and Fixtures 5 years
Equipment 5 years
Computer Hardware and Software 3 years
Building and Improvements 50 years
Inventory - Inventory is valued at the lower of cost or market; cost is
determined on the weighted average method. As of November 30, 2003, inventory
consisted only of finished goods.
Contingencies - Certain conditions may exist as of the date the financial
statements are issued, which may result in a loss to the Company but which will
only be resolved when one or more future events occur or fail to occur. The
Company's management and legal counsel assess such contingent liabilities, and
such assessment inherently involves an exercise of judgment. In assessing loss
contingencies related to legal proceedings that are pending against the Company
or unasserted claims that may result in such proceedings, the Company's legal
counsel evaluates the perceived merits of any legal proceedings or unasserted
claims as well as the perceived merits of the amount of relief sought or
expected to be sought.
If the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the liability can be estimated, then
the estimated liability would be accrued in the Company's financial statements.
If the assessment indicates that a potential material loss contingency is not
probable but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, together with an estimate of the
range of possible loss if determinable and material would be disclosed.
Loss contingencies considered to be remote by management are generally not
disclosed unless they involve guarantees, in which case the guarantee would be
disclosed. As of November 30, 2003 and the date of our report, management has
informed us that there are no matters that warrant disclosure in the financial
statements.
-7-
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Advertising - Advertising costs are expensed in the year incurred.
Estimates - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Significant
estimates include collectibility of accounts receivable, accounts payable, sales
returns and recoverability of long-term assets.
Concentration of Credit Risk - Financial instruments, which subject the Company
to credit risk, consist primarily of cash equivalents and trade accounts
receivable arising from its normal business activities. The Company places its
cash in what it believes to be credit-worthy financial institutions, however,
cash balances have exceeded the FDIC insured levels at various times during the
year. Concentration of credit risk with respect to trade accounts receivable is
primarily from related parties located in Asia. The Company actively evaluates
the creditworthiness of the customers with which it conducts business through
credit approvals, credit limits and monitoring procedures.
Stock Based Compensation - The Company accounts for stock-based employee
compensation arrangements in accordance with the provisions of Accounting
Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to
Employees," and complies with the disclosure provisions of Statement of
Financial Accounting Standards ("SFAS") 123, "Accounting for Stock-Based
Compensation." Under APB 25, compensation cost is recognized over the vesting
period based on the difference, if any, on the date of grant between the fair
value of the Company's stock and the amount an employee must pay to acquire the
stock.
Impairment of Long-Lived Assets - On January 1, 2002 the Company adopted SFAS
144 "Accounting for the Impairment or Disposal of Long-Lived Assets". The
Company evaluates long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable. If the estimated future cash flows (undiscounted and without
interest charges) from the use of an asset are less than the carrying value, a
write-down would be recorded to reduce the related asset to its estimated fair
value. There have been no such impairments to date.
Earnings Per Share - Earnings per share are based on the weighted average number
of shares of common stock and common stock equivalents outstanding during each
period. Earnings per share are computed using the treasury stock method. The
options to purchase common shares are considered to be outstanding for all
periods presented but are not calculated as part of the earnings per share.
-8-
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes - Income taxes have been provided based upon the tax laws and rates
in the countries in which operations are conducted and income is earned. The
income tax rates imposed by the taxing authorities vary. Taxable income may vary
from pre-tax income for financial accounting purposes. There is no expected
relationship between the provision for income taxes and income before income
taxes because the countries have different taxation rules, which vary not only
to nominal rates but also in terms of available deductions, credits and other
benefits. Deferred tax assets and liabilities are recognized for the anticipated
future tax effects of temporary differences between the financial statement
basis and the tax basis of the Company's assets and liabilities using the
applicable tax rates in effect at year end as prescribed by SFAS 109 "Accounting
for Income Taxes".
Exchange Gain (Loss) - As of November 30, 2003, the transactions of City
Network, Inc. - Taiwan denominated in foreign currency is recorded in New Taiwan
dollars at the rates of exchange in effect when the transactions occur. Exchange
gains and losses are recognized for the different foreign exchange rates applied
when the foreign currency assets and liabilities are settled.
Translation Adjustments - As of November 30, 2003, the accounts of City Network,
Inc. - Taiwan and City Network Construction were maintained, and its financial
statements were expressed, in New Taiwan Dollars (NTD). Such financial
statements were translated into U.S. Dollars (USD) in accordance with Statement
of Financial Accounts Standards ("SFAS") No. 52, "Foreign Currency Translation",
with the NTD as the functional currency. According to the Statement, all assets
and liabilities were translated at the current exchange rate, stockholder's
equity are translated at the historical rates and income statement items are
translated at the average exchange rate for the period. The resulting
translation adjustments are reported under other comprehensive income in
accordance with SFAS No. 130, "Reporting Comprehensive Income".
As of November 30, 2003 the exchange rates between NTD and the USD was
NTD$1=USD$0.0292. The weight-average rate of exchange between NTD and USD was
NTD$1 = USD$0.02905.
New Accounting Pronouncements - In July 2001, the FASB issued SFAS 141 "Business
Combinations". SFAS 141 requires that all business combinations initiated or
completed after June 30, 2001 be accounted for using the purchase method of
accounting. The statement provides for recognition and measurement of intangible
assets separate from goodwill. The Company adopted SFAS 141 as of July 1, 2001.
The adoption of the new statement had no effect on the consolidated results of
operations or financial position of the Company.
-9-
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In July 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible Assets".
Under SFAS 142, goodwill and intangible assets with indefinite lives are no
longer amortized but are reviewed at least annually for impairment. The
amortization provisions of SFAS 142 apply to goodwill and intangible assets
acquired after June 30, 2001. With respect to Goodwill and intangible assets
acquired prior to July 1, 2001, the Company is required to and has adopted SFAS
142 effective January 1, 2002. The adoption of this pronouncement did not have a
material effect to the Company's consolidated financial position or results of
operations.
In August 2001, the FASB issued SFAS 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS supersedes SFAS 121 and the accounting and
reporting provisions of APB 30. SFAS 144 provides guidance for determining
whether long-lived assets should be tested for impairment and specific criteria
for classifying assets to be disposed of as held for sale. The statement is
effective for fiscal years beginning after December 15, 2001, and the Company
has adopted the statement as of January 1, 2002. Management does not expect the
adoption of this statement to have a material effect on the Company's
consolidated financial position or results of operations.
NOTE 3 - CONCENTRATION
The Company had twelve major customers during the nine months ended November 30,
2003. Of the twelve customers referred to herein, seven customers comprise 25%
of the total sales during the third quarter ended November 30, 2003. Sales to
these customers were approximately $3,710,234. Included in accounts receivable
is $2,191,701 from these customers as of November 30, 2003.
Note 4 - CASH
The Company maintains its cash balances at various banks in Taiwan and Hong
Kong. All balances are insured by the Central Deposit Insurance Corporation
(CDIC). As of November 30, 2003, there were no uninsured portions of the
balances held at the bank.
-10-
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2003
Note 5 - FIXED ASSETS
Fixed assets consist of the following:
November 30, 2003 February 28, 2003
----------------- -----------------
Land $ 1,966,694 $ 1,966,694
Building 305,429 305,429
Furniture and fixtures 246,247 118,750
----------- -----------
$ 2,518,370 $ 2,390,873
Accumulated depreciation (75,842) (51,930)
----------- -----------
$ 2,442,528 $ 2,338,943
=========== ===========
Note 6 - COMPENSATED ABSENCES
Employees can earn annual vacation leave at the rate of seven (7) days per year
for the first three years. Upon completion of the third year of employment,
employees earn annual vacation leave at the rate of ten (10) days per year for
years four through five. Upon completion of the fifth year of employment,
employees earn annual vacation leave at the rate of fourteen (14) days per year
for years six through ten. Upon completion of the tenth year of employment, one
(1) additional day for each additional year, until it reaches thirty (30) days
per year. At termination, employees are paid for any accumulated annual vacation
leave. As of November 30, 2003 no accumulated vacation liability exists.
Note 7 - COMMITMENTS
A Best Information - City Network, Inc. - Taiwan, signed an agreement with A
Best Information in 2002 for the exclusive right to sell A Best Information's
products. There is no expiration date in the agreement, and the Company has the
right 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.
-11-
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2003
Note 8 - DEBT
At November 30, 2003, the Company had notes payable outstanding in the
aggregate amount of $1,523,162. Payable as follows:
Note payable to individuals, no interest, due
on demand $ 144,433
Note payable to a bank in Taiwan,
interest at 7.5% per annum, due on
June 16, 2004 175,200
Note payable to a bank in Taiwan,
interest at 4.024% per annum, due on
March 5, 2004 76,692
Notes payable to a bank in Taiwan,
interest at 5.9% per annum, due on
January 5, 2004 770,642
Note payable to a bank in Taiwan,
interest at 3.175% per annum, due on
May 29, 2016 279,225
Secured note payable to a bank in Taiwan,
interest at 7.425% per annum, due on
May 9, 2004 60,414
Secured note payable to a bank in Taiwan,
interest at 4.25% per annum, due on
June 12, 2005 15,534
Note payable to a bank in Taiwan,
interest at 4.25% per annum, due on
June 12, 2005 1,022
----------
1,523,162
Current portion 1,258,741
----------
Long-term portion $ 264,421
==========
-12-
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2003
Note 9 - EXCHANGE AGREEMENT
On November 14, 2002, City Network Technology, Inc. became a wholly owned
subsidiary of City Network, Inc. through an Exchange Agreement, which was
amended on December 4, 2002. City Network, Inc. acquired all of the issued and
outstanding capital stock of City Network Technology, Inc. pursuant to the
Exchange Agreement, by issuing 12,000,000 shares of City Network, Inc. stock.
In connection with the exchange and change in control the name of the Company
was changed from Investment Agents, Inc. to City Network, Inc. and the officers
and directors of City Network, Inc. resigned and new officers and directors were
appointed.
Note 10 - STOCK PURCHASE BUSINESS COMBINATION
On November 14, 2002, the Company completed the purchase of City Network
Technology, Inc., a provider of internet broadband and wireless infrastructure
equipment and service for the rapidly expanding broadband marketplace, by
acquiring all of the outstanding capital stock of City Network Technology, Inc.
in exchange for 12,000,000 shares of City Network, Inc.'s common stock. The
acquisition was accounted for using the purchase method of accounting and,
accordingly, City Network, Inc.'s results of operations have been included in
the consolidated financial statements since the date of acquisition.
Note 11 - RELATED PARTY TRANSACTIONS
Throughout the history of the Company, certain members of the Board of
Directors, and general management have made loans to the Company to cover
operating expenses or operating deficiencies. As of November 30, 2003, the
Company has a non interest-bearing loan from Andy Lai, the Company's President,
in the amount of $2,808,952.
Note 12 - EQUITY INVESTMENT
The Company as of August 31, 2003 acquired twenty-five percent (25%) of the
common stock of another company for $325,000. The Company is using the complete
equity method to record its share of the subsidiary's net income and loss. As of
November 30, 2003 the Company recognized a loss $2,676 from their acquisition.
-13-
CITY NETWORK, INC. AND SUBSIDIARIES
(FORMERLY INVESTMENT AGENTS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2003
Note 13 - PRIVATE PLACEMENT SALE
In June 2003 the Company completed a private placement for the sale of
500,000 shares of its common stock. The shares were sold at a price of $1.44 per
share, for a total amount of $720,000.
-14-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion of the financial condition and results of
operations should be read in conjunction with the consolidated financial
statements and related notes thereto. The following discussion contains certain
forward-looking statements that involve risk and uncertainties. Our actual
results could differ materially from those discussed herein. Factors that could
cause or contribute to such differences include, but are not limited to, risks
and uncertainties related to the need for additional funds, the rapid growth of
the operations and our ability to operate profitably after the initial growth
period is completed.
THREE MONTHS ENDED NOVEMBER 30, 2003 AND NOVEMBER 30, 2002 FOR CITY NETWORK,
INC. AND FOR CITY NETWORK-TAIWAN
SALES. Net sales for the three months ended November 30, 2003 were $4,914,720
compared to $0 for the three months ended November 30, 2002. The increase in
sales for the three months ended November 30, 2003 was due to the acquisition of
all of the issued and outstanding stock of City Network Technology, Inc.
("CNT"), who holds all of the issued and outstanding stock of City Network
Inc.-Taiwan ("CNT-Taiwan")(the "Acquisition"). CNT-Taiwan's net sales for the
three months ended November 30, 2003 were $4,893,805 compared to $2,198,717 for
the three months ended November 30, 2002. The increase in sales was due to
changes in business strategy, which included participation in international
exhibits to increase brand awareness as well as a perceived increase in market
demand.
COST OF SALES. Cost of sales for the three months ended November 30, 2003 was
$4,324,280 or 87.9% of net sales, as compared to $225 during the three months
ended November 30, 2002. The increase in cost of sales was due to the
Acquisition. CNT-Taiwan's cost of sales for the three months ended November 30,
2003 was $4,306,064, or 87.9% of net sales, as compared to $2,007,063 or 91.3%
of net sales, for the three months ended November 30, 2002. The increase in cost
of sales was directly proportional to the increase in sales.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses were
$395,968, or 8.1% of net sales, for the three months ended November 30, 2003, as
compared to $2,034 for the three months ended November 30, 2002. The increase
was due to the Acquisition. CNT-Taiwan's selling, general and administrative
expense for the three months ended November 30, 2003 was $277,020 or 5.6% of net
sales as compared to $157,040, or 7.1% for the three months ended November 30,
2002. The increase in general and administrative expenses was due to an increase
in advertising activities, an expansion of business and increase in staff size.
The decrease in general and administrative expenses as a percentage of sales was
due to an expansion in volume of business. Specifically, the increase in sales
exceeded the increase in general and administrative expenses.
INCOME (LOSS)FROM OPERATIONS. Income from operations for the three months ended
November 30, 2003 was $194,472, compared to net loss from operations for the
three months ended November 30, 2002 of ($2,259). The increase in income from
operations was due to the Acquisition. CNT-Taiwan's income from operations for
the three months ended November 30, 2003 was $310,721 as compared to income from
operations of $34,613 for the three months ended November 30, 2002. This
increase is primarily due to operating income increasing at a greater rate than
expenses.
OTHER (INCOME) EXPENSE. Other (income) expense was $298,343 for the three months
ended November 30, 2003, as compared to $0 for the three months ended November
30, 2002 as a result of the Acquisition. CNT-Taiwan's other (income) expense for
the three months ended November 30, 2003 was $362,239, as compared to $(2,117)
for the three months ended November 30, 2002. The increase in other (income)
expense is attributed to the increase made in the allowance for doubtful
accounts due to the large increase in sales and outstanding receivables over the
prior year.
-15-
NET INCOME (LOSS). Net loss for three months ended November 30, 2003 was
$128,801 compared to net loss of ($2,259) for the three months ended November
30, 2002. The increase in net loss is due to the Acquisition. CNT-Taiwan had a
net loss for the three months ended November 30, 2003 of $76,448 as compared to
net income of $36,731 for the three months ended November 30, 2002. The reason
for the net loss is primarily due to poor economic conditions in Taiwan
resulting in price reductions.
NINE MONTHS ENDED NOVEMBER 30, 2003 AND NOVEMBER 30, 2002 FOR CITY NETWORK, INC.
AND FOR CITY NETWORK-TAIWAN
SALES. Net sales for the nine months ended November 30, 2003 were $14,581,408
compared to $0 for the nine months ended November 30, 2002. The increase in
sales for the nine months ended November 30, 2003 was due to the acquisition of
all of the issued and outstanding stock of City Network Technology, Inc.
("CNT"), who holds all of the issued and outstanding stock of City Network
Inc.-Taiwan ("CNT-Taiwan")(the "Acquisition"). CNT-Taiwan's net sales for the
nine months ended November 30, 2003 were $14,560,493 compared to $5,461,730 for
the nine months ended November 30, 2002. The increase in sales was due to
changes in business strategy, which included participation in international
exhibits to increase brand awareness as well as a perceived increase in market
demand.
COST OF SALES. Cost of sales for the nine months ended November 30, 2003 was
$13,289,646 or 91.1% of net sales, as compared to $675 during the nine months
ended November 30, 2002. The increase in cost of sales was due to the
Acquisition. CNT-Taiwan's cost of sales for the nine months ended November 30,
2003 was $13,270,946, or 91.1% of net sales, as compared to $4,843,335 or 88.67%
of sales, for the nine months ended November 30, 2002. The increase in cost of
sales was directly proportional to the increase in sales.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses were
$859,502, or 5.89% of net sales, for the nine months ended November 30, 2003, as
compared to $6,725 for the nine months ended November 30, 2002. The increase was
due to the Acquisition. CNT-Taiwan's selling, general and administrative expense
for the nine months ended November 30, 2003 was $797,138, or 5.47% of net sales,
as compared to $421,342, or 7.7% of net sales, for the nine months ended
November 30, 2002. The increase in general and administrative expenses was due
to an increase in advertising activities, an expansion of business and increase
in staff size. The decrease in general and administrative expenses as a
percentage of sales was due to an expansion in volume of business. Specifically,
the increase in sales exceeded the increase in general and administrative
expenses.
INCOME (LOSS) FROM OPERATIONS. Income from operations for the nine months ended
November 30, 2003 was $432,260, compared to net loss from operations for the
nine months ended November 30, 2002 of ($7,400). The increase in income from
operations was due to the Acquisition. CNT-Taiwan's income from operations for
the nine months ended November 30, 2003 was $492,409 as compared to income from
operations of $197,053. This change is primarily due to operating income
increasing at a greater rate than expenses.
OTHER (INCOME) EXPENSE. Other (income) expense was $359,113 for the nine months
ended November 30, 2003, as compared to $0 for the nine months ended November
30, 2002 as a result of the Acquisition. CNT-Taiwan's other (income) expense for
the nine months ended November 30, 2003 was $356,440, as compared to other
(income) expense of $25,032 for the nine months ended November 30, 2002. The
increase in other (income) expense is attributed to the increase made in
allowance for doubtful accounts due to the large increase in sales and
outstanding receivable over the prior year.
NET INCOME (LOSS). Net income for nine months ended November 30, 2003 was
$29,468 compared to net loss of ($7,400) for the nine months ended November 30,
2002. The increase in net income is due to the Acquisition. CNT-Taiwan
contributed net income for the nine months ended
-16-
November 30, 2003 of $92,290 as compared to net income of $172,021 for the nine
months ended November 30, 2002. The reason for the net loss is primarily due to
poor economic conditions in Taiwan resulting in price reductions.
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended November 30, 2003, the Company had cash and cash
equivalents of $579,153. The Company used $1,659,501 of net cash in operations,
used $1,054,378 of net cash in investing activities and had $2,768,313 of net
cash provided by financing activities. The Company's liquidity is currently
dependent on its ability to strengthen its accounts receivable collection time
period and its ability to continue to raise cash from financing sources to fund
its expansion. The Company's short-term and long-term liquidity may be
influenced by uncollected accounts receivables. If the amount of bad debt is
high, it will severely effect the Company's ability to continue operations.
Therefore, the Company is taking precautions to manage this risk, including
diversifying its customer base and controlling credit risk through credit
approvals, credit limits and monitoring procedures. There can be no assurance
that these measures will prove successful. The Company's inability to manage
this risk will have a material adverse effect upon its business, financial
condition and results of operations.
ITEM 3. CONTROLS AND PROCEDURES
Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. As of the end of the period covered by this Form
10-QSB, the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
upon and as of the date of that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed in
the reports the Company files and submits under the Exchange Act is recorded,
processed, summarized and reported as and when required.
-17-
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
31 Certifications of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certifications of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the quarter ended November
30, 2003.
-18-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: January 16, 2004 CITY NETWORK, INC.
By: /s/ Tiao Tsan Lai
-------------------------------
Tiao Tsan Lai
Chief Executive Officer
(Principal Executive Officer)
Dated: January 16, 2004
By: /s/ Hsin Nan Lin
-------------------------------
Hsin Nan Lin
Chief Financial Officer
(Principal Financial Officer)
-19-