================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
January 24, 2006
(Date of earliest event reported)
CITY NETWORK, INC.
(Exact name of registrant as specified in charter)
Nevada
(State or other Jurisdiction of Incorporation or Organization)
001-31954 98-0467944
(Commission File Number) (IRS Employer Identification No.)
2F-1, No. 16 Jian Ba Road
Chung Ho City
Taipei County 235, Taiwan, ROC
(Address of Principal Executive Offices and zip code)
011-886-2-8226-5566
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 24, 2006, City Network, Inc. - Taiwan (the "Purchaser"), a
wholly-owned subsidiary of City Network, Inc., a Nevada corporation (the
"Registrant") entered into a Purchase and Sale Agreement with Wang, Rong-Zong
(the "Seller") pursuant to which the Purchaser agreed to purchase and the Seller
agreed to sell property located in the City of Tou-Liu, Yun-Lin County,
including Lots 38-436, 37-126 and 37-125, and otherwise known as Building B,
#222, Chunghwa Rd., Tou-Liu City, Yun-Lin County, Taiwan ROC, for an aggregate
purchase price equal to approximately $2 million (NTD 64,000,000). The aggregate
purchase price is payable in four installments as follows: (i) $312,940 (NTD
10,000,000), (ii) $250,352 (NTD 8,000,000), (iii) $190,738 (NTD 6,100,000) and
(iv) $1.25 million (NTD 39,900,000).
As of the date hereof, the Purchaser has paid the first and second payments
to the Seller for a total amount equal to approximately $562,000 (NTD
18,000,000). The Purchaser will pay the third payment to the Seller after
payment, by the Seller, of the outstanding property taxes on the land. The
Purchaser will pay the final payment to the Seller upon receipt of a mortgage in
the amount of approximately $1.25 million (NTD 39,900,000). On January 23, 2006,
the Purchaser was approved for a mortgage in the amount of approximately $1.25
million (NTD 39,900,000) by Hua Nan Commercial Bank but the Purchaser has not
yet received the cash amount of the mortgage.
On January 24, 2006, the Purchaser issued a check to the Seller in the
amount of approximately $1.25 million (NTD 39,900,000) as a guarantee of the
Purchaser's payment of the outstanding purchase price (the "Guarantee"). The
Seller agreed to return the Guarantee to the Purchaser upon the Purchaser's
receipt of the full mortgage and the Seller's receipt of the outstanding
purchase price.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibit 10.1 Purchase and Sale Agreement, dated as of January 24, 2006 between
and between City Network, Inc - Taiwan and Wang, Rong-Zong
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 hereunto duly authorized.
CITY NETWORK, INC.
By: /s/ Tiao-Tsan Lai
-------------------------------------
Name: Tiao-Tsan Lai
Title: Chairman and Chief Executive Officer
Dated: February 1, 2006
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit 10.1 Purchase and Sale Agreement, dated as of January 24, 2006 between
and between City Network, Inc - Taiwan and Wang, Rong-Zong