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 1934
Date of Report (Date of earliest event reported): June 30, 2006
City Network, Inc.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
001-31954 98-0467944
(Commission File Number) (IRS Employer Identification No.)
2F-1, No. 16, Jian Ba Road, Jhonghe City
Taipei County, 235, Taiwan, ROC N/A
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011-886-2-8226-5566
FORWARD-LOOKING STATEMENTS
Information included in this Current Report on Form 8-K may contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). This information may
involve known and unknown risks, uncertainties and other factors which may cause
the Company's actual results, performance or achievements to be materially
different from future results, performance or achievements expressed or implied
by any forward-looking statements. Forward-looking statements, which involve
assumptions and describe the Company's future plans, strategies and
expectations, are generally identifiable by use of the words "may," "will,"
"should," "expect," "anticipate," "estimate," "believe," "intend" or "project"
or the negative of these words or other variations on these words or comparable
terminology. These forward-looking statements are based on assumptions that may
be incorrect, and there can be no assurance that any projections included in
these forward-looking statements will come to pass. The Company's actual results
could differ materially from those expressed or implied by the forward-looking
statements as a result of various factors. Except as required by applicable
laws, the Company undertakes no obligation to update publicly any
forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.
ITEMS 8.01. OTHER EVENTS.
On March 16, 2006, City Network, Inc. (the "Company") entered a securities
purchase agreement (the "Purchase Agreement") with Cornell Capital Partners, LP
(the "Investor") and Highgate House Funds, Ltd. ("Highgate House") to issue up
to $650,000 in aggregate principal amount of secured convertible notes (the "New
Notes") to the Investor. Pursuant to the Purchase Agreement, the Company was to
use $250,000 of the proceeds of such issuance and sale to repay the aggregate
principle amount of $250,000 on notes issued to Highgate on August 17, 2005 and
December 16, 2005 (the "Original Notes").
On June 30, 2006, the Company, the Investor and Highgate agreed to amend
the Purchase Agreement such that rather than the Company's repaying the Original
Notes, Highgate shall retain the Original Notes, which were amended and
re-issued. In addition, the Investor purchased $400,000 in aggregate principal
amount of the New Notes. The transaction contemplated by the Purchase Agreement,
as amended, was completed on June 30, 2006.
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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/ Alice Chen
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Name: Alice Chen
Title: Chairman and Chief Executive Officer
Dated: July 14, 2006
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