UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


               FOR THE QUARTERLY PERIOD ENDED: September 30, 2005

                        COMMISSION FILE NUMBER: 001-31954


                               CITY NETWORK, INC.
           (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.)


                    2F-1, No. 16, Jian Ba Road, Chung Ho City
                         Taipei County 235, Taiwan, ROC
                    (Address of Principal Executive Offices)


                               011-886-2-8226-5566
                               (Telephone Number)

Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [ ].

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X].

As of November 17, 2005, there were 32,967,183 shares of common stock, par value
$0.001 per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X].
<PAGE>
                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION...............................................  3

     Item 1. Financial Statements............................................  3

     Item 2. Management's Discussion and Analysis of Financial Condition
             and Results of Operations....................................... 22

     Item 3. Controls and Procedures......................................... 27

PART II - OTHER INFORMATION.................................................. 28

     Item 1. Legal Proceedings............................................... 28

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..... 29

     Item 3. Defaults Upon Senior Securities................................. 29

     Item 4. Submission of Matters to a Vote of Security Holders............. 29

     Item 5. Other Information............................................... 29

     Item 6. Exhibits........................................................ 29

SIGNATURES

CERTIFICATION

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                       CITY NETWORK, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
                                                            September 30, 2005     December 31, 2004
                                                            ------------------     -----------------
                                                                (Unaudited)
<S>                                                            <C>                    <C>
                                     ASSETS

Current Assets
  Cash and cash equivalents                                    $    826,526           $  2,010,644
  Accounts receivable, net                                        3,137,026              3,333,990
  Inventory                                                         661,212                732,027
  Other receivables                                                 134,537                  6,863
  Prepaid expenses                                                2,903,064                102,896
                                                               ------------           ------------
      Total Current Assets                                        7,662,365              6,186,420
                                                               ------------           ------------

Fixed Assets, net                                                 2,366,135              2,586,872
                                                               ------------           ------------

      Total Fixed Assets                                          2,366,135              2,586,872
                                                               ------------           ------------
Other Assets
  Deposits                                                          528,917              1,724,542
  Cash held for compensating balances                             1,434,988                      0
  Construction in progress                                          234,760                      0
  Trademarks                                                          1,745                  1,812
  Equity in net assets of affiliated company                        803,015                829,008
  Intangible assets                                                 931,210                961,053
  Other assets                                                      105,466                  8,255
                                                               ------------           ------------
      Total Other Assets                                          4,040,101              3,524,670
                                                               ------------           ------------

      Total Assets                                             $ 14,068,601           $ 12,297,962
                                                               ============           ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable and accrued expenses                        $  1,420,024           $  3,335,286
  Convertible note payable                                          125,000                      0
  Due to related party                                              784,605                 80,083
  Deferred revenue                                                2,893,596                 14,566
  Current portion, long-term debt                                 3,942,632              3,226,181
                                                               ------------           ------------
      Total Current Liabilities                                   9,165,857              6,656,116

Long-term debt, net of current portion                              611,828                246,330
                                                               ------------           ------------
      Total Liabilities                                           9,777,685              6,902,446
                                                               ------------           ------------
Stockholders' Equity
  Common stock, $.001 par value, 100,000,000 shares
   authorized, 27,500,000 issued and outstanding                     27,500                 27,500
  Additional paid in capital                                      5,937,946              5,937,946
  Other comprehensive income                                        278,736                142,453
  Retained deficit                                               (1,953,266)              (712,383)
                                                               ------------           ------------
      Total Stockholders' Equity                                  4,290,916              5,395,516
                                                               ------------           ------------

      Total Liabilities and Stockholders' Equity               $ 14,068,601           $ 12,297,962
                                                               ============           ============
</TABLE>

                                       3
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    Three Months Ended                     Nine Months Ended
                                            ---------------------------------       ---------------------------------
                                            September 30,       September 30,       September 30,       September 30,
                                               2005                2004                2005                2004
                                            -----------         -----------         -----------         -----------
<S>                                         <C>                 <C>                 <C>                 <C>
Sales, net                                  $ 3,784,392         $ 4,389,086         $ 8,677,108         $16,619,693

Cost of sales                                 3,427,726           4,598,712           8,060,736          15,896,281
                                            -----------         -----------         -----------         -----------
      Gross profit (loss)                       356,666            (209,626)            616,372             723,412

General and administrative expenses             508,376             397,722           1,207,762           1,247,642
                                            -----------         -----------         -----------         -----------

      Loss from operations                     (151,710)           (607,348)           (591,390)           (524,230)
                                            -----------         -----------         -----------         -----------
Other (Income) Expense
  Interest income                                (3,559)             (1,147)             (5,646)             (2,165)
  Rental income                                 (46,575)             (5,914)           (142,155)            (16,968)
  Commission income                                 303                   6             (35,488)             (1,175)
  (Gain) loss on currency exchange               (1,346)             (2,900)             11,889              (3,106)
  Other income                                  (31,938)               (961)            (88,177)            (55,926)
  Reserve for bad debt                           (5,900)            (10,606)            690,254              39,082
  Equity in earnings of investee                 15,870                   0              25,993                   0
  Miscellaneous                                  (3,704)            (12,099)              8,953              39,454
  Loss on sale of fixed assets                     (679)                  0              79,301                   0
  Interest expense                               22,934              35,927             104,230              76,329
                                            -----------         -----------         -----------         -----------
      Total Other (Income) Expense              (54,594)              2,306             649,154              75,525
                                            -----------         -----------         -----------         -----------

      Loss before income taxes                  (97,116)           (609,654)         (1,240,544)           (599,755)

Provison for income taxes                           161                (104)                339              19,412
                                            -----------         -----------         -----------         -----------

      Net loss                              $   (97,277)        $  (609,550)        $(1,240,883)        $  (619,167)
                                            ===========         ===========         ===========         ===========

Net loss per share (basic and diluted)
  Basic                                     $    (0.004)        $    (0.022)        $    (0.045)        $   (0.0235)
  Diluted                                   $    (0.004)        $    (0.022)        $    (0.045)        $   (0.0235)

Weighted average number of shares
  Basic                                      27,500,000          27,500,000          27,500,000          26,388,889
  Diluted                                    27,500,000          27,500,000          27,500,000          26,388,889
</TABLE>

                                       4
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              Nine Months Ended
                                                                     -----------------------------------
                                                                     September 30,         September 30,
                                                                         2005                  2004
                                                                      -----------           -----------
<S>                                                                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (loss)                                                   $(1,240,883)          $  (619,167)
  Adjustments to reconcile net income (loss) to net
   cash provided by (used) in operating activities:
     Depreciation and amortization                                        134,330               125,595
     Equity in net earnings of investee                                    25,993                     0
     Loss on disposal of assets                                            79,301                     0
     (Gain) loss on foreign currency exchange                              11,889                (3,106)
     Translation adjustment                                               268,055               (13,200)
     Decrease (Increase) in receivables                                   196,964               668,428
     Decrease (Increase) in inventory                                      70,815              (568,000)
     Decrease (Increase) in other receivables                            (127,674)              351,789
     Decrease (Increase) in prepaid expenses                           (2,800,168)              137,010
     Decrease (Increase) in deposit                                     1,195,625              (629,248)
     Decrease (Increase) in other current assets                          (97,211)              269,925
     (Decrease) Increase in accounts payable
      and accrued expenses                                             (1,915,262)            1,695,295
     (Decrease) Increase in deferred revenue                            2,879,030              (448,877)
                                                                      -----------           -----------
         Total Adjustments                                                (78,313)            1,585,611
                                                                      -----------           -----------
         Net cash  (used in) provided by operations                    (1,319,196)              966,444
                                                                      -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sale of fixed assets                                      397,222                     0
  Construction in progress                                               (234,760)                    0
  Purchase of fixed assets                                               (193,310)              (22,432)
                                                                      -----------           -----------
         Net cash (used in) investing activities                          (30,848)              (22,432)
                                                                      -----------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Payment on notes payable                                             (5,773,762)           (5,092,250)
  Payment of loan from related party                                       (6,293)           (1,798,406)
  Cash held for compensating balances                                  (1,434,988)                    0
  Loan from related party                                                 710,815               328,210
  Issuance of convertible note payable                                    125,000                     0
  Issuance of short-term debt                                           6,545,154             5,161,633
                                                                      -----------           -----------
         Net cash (used in) provided by financing activities              165,926            (1,400,813)
                                                                      -----------           -----------

         Net change in cash and cash equivalents                       (1,184,118)             (456,801)
                                                                      -----------           -----------

Cash and cash equivalents at beginning of period                        2,010,644             1,118,004
                                                                      -----------           -----------

Cash and cash equivalents at end of period                            $   826,526           $   661,203
                                                                      ===========           ===========

Supplemental cash flows disclosures:
  Income tax payments                                                 $       178           $    19,412
                                                                      -----------           -----------
  Interest payments                                                   $    99,859           $    76,329
                                                                      -----------           -----------
Non cash transaction:
  Conversion of debt to equity                                        $         0           $ 1,680,329
                                                                      -----------           -----------
</TABLE>

                                       5
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES
      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                   September 30, 2005     December 31, 2004
                                                   ------------------     -----------------
                                                      (Unaudited)
<S>                                                    <C>                    <C>
Common stock, number of shares outstanding
  Balance at beginning of period                       27,500,000             25,000,000
  Common stock issued                                           0              2,500,000
                                                     ------------           ------------

  Balance at end of period                             27,500,000             27,500,000
                                                     ============           ============
Common stock, par value $.001
  Balance at beginning of period                     $     27,500           $     25,000
  Common stock issued                                           0                  2,500
                                                     ------------           ------------

  Balance at end of period                                 27,500                 27,500
                                                     ------------           ------------
Additional paid in capital
  Balance at beginning of period                        5,937,946              4,260,117
  Issuance of stock                                             0              1,677,829
                                                     ------------           ------------

  Balance at end of period                              5,937,946              5,937,946
                                                     ------------           ------------
Other comprehensive income
  Balance at beginning of period                          142,453                 29,663
  Foreign currency translation                            136,283                112,790
                                                     ------------           ------------

  Balance at end of period                                278,736                142,453
                                                     ------------           ------------
Retained earnings (deficits)
  Balance at beginning of period                         (712,383)               252,277
  Net income (loss)                                    (1,240,883)              (964,660)
                                                     ------------           ------------

  Balance at end of period                             (1,953,266)              (712,383)
                                                     ------------           ------------

Total stockholders' equity at end of period          $  4,290,916           $  5,395,516
                                                     ============           ============
</TABLE>

                                       6
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004


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 Republic of China on
September 6, 1994. City Construction  Co., Ltd. was incorporated  under the laws
of Republic of China on October,  10, 2003. 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 and City
Construction.  Collectively the four  corporations are referred to herein as the
"Company".

The Company designs,  manufactures and markets a comprehensive line of broadband
communication  and wireless  Internet access  products and solutions.  Also, the
broadband  communication product line includes VOIP, GUI-based remote management
and routing technology software packages for simplified setup, extensive network
management  and  global  network  connectivity  capabilities,  Home PNA and xDSL
broadband access equipment,  ADSL/VDSL ACCESS DEVICES, HPNA ACCESS DEVICES, FTTB
(Fiber to the  Building)  and FTTH  (Fiber to the  Home),  PCMCIA  cards and USB
adapters.  The  other  wireless  internet  access  solutions  are  used  in both
individual and corporate.

The  Company  has  also  recently  begun  the  development  of its  construction
business.  The Company  plans to develop and build  commercial  and  residential
buildings,  industry factory buildings,  and professional buildings. The Company
has entered  co-construction  agreements for the development of land in Keelung,
Taiwan and the  purchase  of  materials  with a company in  Vietnam,  as further
described in Note 9 herein.  As of September 30, 2005, no significant  assets or
revenues have been  generated to be  considered a reportable  segment under SFAS
131, "Disclosures about Segments of An Enterprise and Related Information".

On December 16, 2004,  the Company  changed its fiscal year end from February 28
to December 31.

                                       7
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004


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") for 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 September 30, 2005 and 2004 are not
necessarily  indicative  of the results  that may be expected for the year ended
December  31, 2005,  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 on Form 10-KSB for the ten months ended December 31, 2004.

Basis of Consolidation - The consolidated financial statements for 2005 and 2004
include the accounts of City  Network,  Inc. and its  wholly-owned  subsidiaries
including City Network  Technology,  Inc., City Network,  Inc. - Taiwan and City
Construction  Co., Ltd. All material  intercompany  accounts,  transactions  and
profits have been eliminated in 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.

                                       8
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004


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  expensed  as  incurred.
Whenever  an  asset  is  retired  or  disposed  of,  its  cost  and  accumulated
depreciation  or amortization  are 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

Intangible  Assets - Effective  July 2002,  the  Company  adopted  Statement  of
Financial  Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets." The adoption of SFAS No. 142 required an initial impairment  assessment
involving  a  comparison  of the fair  value of  trademarks,  patents  and other
intangible  assets to current  carrying value. No impairment loss was recognized
for either of the three month or nine month periods ended September 30, 2005.

Trademarks and other  intangible  assets  determined to have  indefinite  useful
lives are not amortized.  The Company tests such trademarks and other intangible
assets with indefinite useful lives for impairment annually,  or more frequently
if events or circumstances indicate that an asset might be impaired.  Trademarks
and other intangible assets determined to have definite lives are amortized over
their  useful lives or the life of the  trademark  and other  intangible  asset,
whichever is less.

Inventory  -  Inventory  is valued  at the  lower of cost or market  and cost is
determined on the weighted average method.  As of September 30, 2005,  inventory
consisted only of finished goods.

                                       9
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004


Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Contingencies  -  Certain  conditions  may  exist as of the  date the  financial
statements are issued. This may result in a loss to the Company and 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  September  30,  2005,  there  are  no  matters  that  warrant
disclosure in the financial statements.

Advertising - Advertising costs are expensed in the period 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.
Concentration  of credit  risk with  respect  to trade  accounts  receivable  is
primarily from customers  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.

                                       10
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004


Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of Long-Lived  Assets - On January 1, 2002, the Company  adopted SFAS
No. 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 - Basic  earnings per share ("EPS") is calculated by dividing
net income by the weighted  average number of common shares  outstanding  during
the period.  Other  obligations,  such as stock  options,  are  considered to be
potentially  dilutive  common  shares.  Diluted  EPS  assumes  the  issuance  of
potential  dilutive  shares  outstanding  during the period and  adjusts for any
changes in income and the  repurchase  of common shares that would have occurred
from the assumed issuance unless such effect is anti-dilutive.

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 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 No.  109
"Accounting for Income Taxes".

Exchange Gain (Loss) - As of September 30, 2005 and 2004,  the  transactions  of
City Network,  Inc. - Taiwan and City Construction Co., Ltd. were denominated in
a foreign currency and are recorded in New Taiwan Dollars ("NTD"),  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.

                                       11
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004


Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Translation Adjustment - As of September 30, 2005 and 2004, the accounts of City
Network,  Inc. - Taiwan and City  Construction  Co., Ltd. were  maintained,  and
their financial  statements were  expressed,  in NTD. Such financial  statements
were translated into U.S. Dollars (USD) in accordance with SFAS No. 52, "Foreign
Currency  Translation",  with the NTD as the functional currency.  In accordance
with SFAS No. 52, assets and  liabilities  have been  translated into US Dollars
using the exchange  rates in effect as of the balance sheet date;  stockholder's
equity has been  translated  into US Dollars using the exchange  rates as of the
date of issuance;  and results of operations and cash flows have been translated
into US Dollars at the weighted  average  exchange  rate during the period.  The
resulting translation  adjustments are reported under other comprehensive income
in accordance with SFAS No. 130, "Reporting Comprehensive Income" as a component
of shareholders' equity.

As of September 30, 2005,  the exchange rate between NTD and the USD was NTD$1 =
USD$0.03012. The weighted-average rate of exchange between NTD and USD was NTD$1
=  USD$0.03159.  Total  translation  adjustment  recognized for the period ended
September 30, 2005 was $318,736.

New Accounting Pronouncements - In January 2003, FASB issued FASB Interpretation
No.  46,   "Consolidation  of  Variable  Interest  Entities"   ("FIN46").   This
interpretation  of Accounting  Research  Bulletin No. 51,  requires a company to
consolidate the operations of all variable interest entities ("VIE's") for which
it is the primary beneficiary.  The term "primary beneficiary" is defined as the
entity that will absorb a majority of expected losses, receive a majority of the
expected residual returns, or both. This interpretation was later revised by the
issuance of  Interpretation  No. 46R ("FIN  46R").  The  revision  was issued to
address certain  implementation issues that had arisen since the issuance of the
original  interpretation  and to provide companies with the ability to defer the
adoption of FIN46 to period after March 15, 2004.  The  implementation  of FIN46
and FIN 46R had no material impact on the Company's financial statements.

On July 16, 2004,  the FASB  ratified the  Emerging  Issues Task Force  ("EITF")
consensus of Issue 02-14,  "Whether the Equity Method of Accounting Applies when
an Investor  Does Not Have an  Investment  in Voting  Stock of an  Investee  but
Exercises  Significant  Influence  through  Other  Means"  ("EITF  02-14").  The
consensus  concluded  that  an  investor  should  apply  the  equity  method  of
accounting when it can exercise  significant  influence over an entity through a
means other than holding voting rights. The consensus is effective for reporting
periods  beginning after September 2004. The adoption of EITF 02-14 did not have
a material impact on the Company's financial statements.

                                       12
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004


Note 3 - CONCENTRATION

The Company had ten major  customers  during the nine months ended September 30,
2005.  Those  customers  comprise  87% of the total sales during the nine months
ended  September  30,  2005.   Sales  to  these  customers  were   approximately
$7,409,948.  Included in accounts  receivable is $2,403,845 from these customers
as of September 30, 2005.

Note 4 - CASH

The Company  maintains  its cash  balances  at various  banks in Taiwan and Hong
Kong.  The balances  are insured by the Central  Deposit  Insurance  Corporation
(CDIC) for up to approximately  $30,120.  As of September 30, 2005, $597,933 was
not insured.

Note 5 - COMPENSATING BALANCES

The  company,  under the terms of its lines of credit  with two banks in Taiwan,
has agreed to maintain a  compensating  balance  equal to at least 30% to 35% of
the outstanding  loan balance.  As of September 30, 2005,  $1,434,988 of cash is
restricted for this purpose (see Note 13).

Note 6 - FIXED ASSETS

The Company's fixed assets consist of the following:

                                      September 30, 2005    December 31, 2004
                                      ------------------    -----------------
     Land                                $ 1,888,954           $ 1,916,328
     Building                                     --               283,977
     Machinery and equipment                 458,607               430,880
     Furniture and fixtures                  229,705               143,655
                                         -----------           -----------
                                         $ 2,577,266           $ 2,774,840

     Accumulated depreciation               (211,131)             (187,968)
                                         -----------           -----------

                                         $ 2,366,135           $ 2,586,872
                                         ===========           ===========

                                       13
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004


Note 7 - INTANGIBLE ASSETS

The Company's intangible assets consist of the following:

                                      September 30, 2005    December 31, 2004
                                      ------------------    -----------------
     Trademarks                          $     2,199           $     2,150
     Intangible asset                      1,054,200             1,000,000
                                         -----------           -----------
                                         $ 1,056,399           $ 1,002,150

     Accumulated depreciation               (123,444)              (39,285)
                                         -----------           -----------

                                         $   932,955           $   962,865
                                         ===========           ===========

Note 8 - COMPENSATED ABSENCES

Employees earn annual  vacation leave at the rate of seven (7) days per year for
the first three years of  employment  with the Company.  Upon  completion of the
third year of employment,  employees  earn annual  vacation leave at the rate of
ten (10) days per year. At  termination,  employees are paid for any accumulated
annual vacation leave. As of September 30, 2005 vacation liability exists in the
amount of $964.

Note 9 - COMMITMENTS

A Best Information  Technology,  Inc. - City Network,  Inc. - Taiwan,  signed an
agreement  with A Best  Information  Technology,  Inc. in 2002 for the exclusive
right to sell A Best  Information's  products.  The  rights  are  perpetual  and
transferable.

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.

Co-Construction Agreements - In April 2004, City Construction Co., Ltd. placed a
refundable  performance  bond in the amount of $227,240 with the court in Taiwan
for the rights to complete an  unfinished  building in Keelung,  Taiwan with the
owners of the land. The Company is currently in discussion  with the land owners
regarding the terms of the project.

In March 2005, City Construction  Co., Ltd. entered a Co-Construction  Agreement
with three  individuals  who own a tract of land in Keelung,  Taiwan.  Under the
agreement,  the Company will finance,  construct and, upon completion,  will own
60% of the building project. The Company agreed to make refundable deposits,  as
security,  totaling  approximately $95,500 payable at various agreed upon phases
of the  construction.  The  deposits  will be returned  within 2 years after the
construction  is  completed.  As of  September  30,  2005,  the Company has paid
$90,360 as part of the refundable  security deposit and $234,760 as construction
in progress on the building.

                                       14
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004


Note 9 - COMMITMENTS (CONTINUED)

On July 20, 2005, and as amended on September 22, 2005, the Company entered into
a contract with a company in Vietnam.  Per the terms of the contract the Company
has agreed to procure  materials and equipment  related to the construction of a
commercial  building in Vietnam.  As of September 30, 2005, the Company received
an advance of  $2,700,000  on this contract and is using these funds to purchase
the related materials.

On July 25, 2005 the Company  entered into a contract with a company in Samoa to
purchase  materials from them related to the above Vietnam  contract.  The total
purchases  will be  approximately  $3,000,000.  As of September  30,  2005,  the
Company advanced approximately $2,200,000 to this vendor.

Operating  Leases - The Company leases office  facilities under operating leases
that  terminate on various dates.  Rental expense for these leases  consisted of
$39,061 for the nine months ended  September  30,  2005.  The Company has future
minimum lease obligations as follows:

                     Year           Amount
                     ----           ------
                     2006           $45,490
                     2007            30,326
                                    -------
                     Total          $75,816

Security  Purchase  Agreement - On August 10, 2005,  the Company  entered into a
Securities  Purchase  Agreement  (the  "Securities   Purchase  Agreement')  with
Highgate House Funds, Ltd.  ("Highgate  House"),  a Standby Equity  Distribution
Agreement with Cornell Capital Partners,  L.P. ("Cornell Capital"), an affiliate
of Highgate house, and related agreements.

Under the terms of the  Securities  Purchase  Agreement,  the Company will issue
secured  convertible  debentures (the "Notes") in the aggregate principal amount
of $250,000 to Highgate  House.  $125,000 in  principal  amount of the Notes was
issued on August 17,  2005 (the "First  Closing  Date").  $125,000 in  principal
amount of the  Notes  will be issued at a later  closing  date  pursuant  to the
Purchase Agreement and related agreements.

Simultaneously  with the Company's entry into the Securities Purchase Agreement,
the Company entered into the Standby Equity Distribution  Agreement (the "SEDA")
whereby  the  Company  may,  over  twenty  four  months  after  the  date of the
agreement,  issue and sell its  common  stock to  Cornell  Capital  in  $300,000
installments  (each an  "Advance")  totaling up to  $15,000,000,  subject to the
terms of the SEDA. The Company's ability to issue and sell common stock pursuant
to the SEDA  remains  subject  to, and the  Company  intend to  obtain,  (1) the
effectiveness of a registration  statement covering such shares of common stock,
(2) stockholder approval of the issuance of such shares of common stock, and (3)
approval by the  American  Stock  Exchange  for the  additional  listing of such
shares of common stock.  Additionally,  any availability  under the SEDA will be
subject to the Company's continued compliance with the terms of SEDA.

                                       15
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004


Note 10 - LONG-TERM INVESTMENT

On August 31, 2003,  the Company  purchased  approximately  twenty-five  percent
(25%) of Beijing  Putain Hexin  Network  Technology  Co., Ltd for  $325,000.  On
December 4, 2003, the Company purchased an additional  fifteen percent (15%) for
$398,500.  Beijing  Putain  Hexin  Network  Technology  Co., Ltd is not publicly
traded or listed.  The Company is using the complete equity method to record its
share of the  subsidiary's  net income and loss. As of September  30, 2005,  the
Company recognized a $25,993 loss from the 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  September  30,  2005,  the Company has a non  interest-bearing  loan from
Tiao-Tsan  Lai,  the Chief  Executive  Officer  and  Chairman,  in the amount of
$784,605.  Mr. Lai has also personally  guaranteed a note payable of the Company
in the amount of $477,953.  As of September  30, 2005,  the balance for the note
was approximately $42,168.

Note 12 - OTHER COMPREHENSIVE INCOME

Balances  of  related   after-tax   components   comprising   accumulated  other
comprehensive income (loss),  included in stockholders' equity, at September 30,
2005 and December 31, 2004 are as follows:

                                      Foreign Currency       Accumulated Other
                                   Translation Adjustment   Comprehensive Income
                                   ----------------------   --------------------
     Balance at December 31, 2003        $ 29,663                 $ 29,663
     Change for 2004                      112,790                  112,790
                                         --------                 --------
     Balance at December 31, 2004         142,453                  142,453
     Change for 2005                      220,591                  220,591
                                         --------                 --------
     Balance at September 30, 2005       $363,044                 $363,044
                                         ========                 ========

                                       16
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004


Note 13 - DEBT

At of September  30, 2005,  the Company had three  separate  revolving,  secured
lines of credit agreements, each renewable annually, with three banks in Taiwan.
The lines of credit  are  secured  either by the  Company's  bank  accounts  and
accounts receivable or by an officer of the Company.

At September 30, 2005, the Company had  borrowings  outstanding in the aggregate
amount of $4,053,456,  of which $2,662,038 are borrowings against these lines of
credit and payable as follows:

<TABLE>
<CAPTION>
      September 30, 2005                                          December 31, 2004
      ------------------                                          -----------------
<S>                                     <C>            <C>                                      <C>
Note  payable to a bank in Taiwan,                       Note  payable to a bank in Taiwan,
interest at 3.766% per annum,  due                       interest at 3.828% per annum,  due
by October 8, 2005                      $  481,920       by February 13, 2005                    $  125,120

Note  payable to a bank in Taiwan,                       Note  payable to a bank in Taiwan,
interest at 3.766% per annum,  due                       interest at 3.616% per annum,  due
by October 25, 2005                        388,285       by February 15, 2005                        60,761

Note  payable to a bank in Taiwan,                       Note  payable to a bank in Taiwan,
interest at 3.766% per annum,  due                       interest at 3.616% per annum,  due
by November 4, 2005                         87,969       by March 2, 2005                            35,121

Note  payable to a bank in Taiwan,                       Note  payable to a bank in Taiwan,
interest at 3.766% per annum,  due                       interest at 3.616% per annum,  due
by December 9, 2005                         26,847       by March 8, 2005                           141,511

Note  payable to a bank in Taiwan,                       Note  payable to a bank in Taiwan,
interest at 3.766% per annum,  due                       interest at 3.616% per annum,  due
by December 9, 2005                        158,198       by March 10, 2005                          196,563

Note  payable to a bank in Taiwan,                       Note  payable to a bank in Taiwan,
interest at 3.766% per annum,  due                       interest at 3.616% per annum,  due
by December 20, 2005                        24,689       by March 11, 2005                           13,085

Note  payable to a bank in Taiwan,                       Note  payable to a bank in Taiwan,
interest at 3.766% per annum,  due                       interest  at 3.26% per annum,  due
by January 3, 2006                          47,064       by March 11, 2005                          312,752

Note  payable to a bank in Taiwan,                       Note  payable to a bank in Taiwan,
interest at 3.766% per annum,  due                       interest at 3.616% per annum,  due
by January 6, 2006                         477,394       by March 15, 2005                           43,498

Note  payable to a bank in Taiwan,                       Note  payable to a bank in Taiwan,
interest at 3.480% per annum,  due         336,376       interest  at 4.42% per annum,  due
by January 17, 2006                                      by March 15, 2005                           68,004

Note  payable to a bank in Taiwan,                       Note  payable to a bank in Taiwan,
interest at 3.766% per annum,  due                       interest  at 4.42% per annum,  due
by January 20, 2006                        391,633       by March 29, 2005                          246,921
</TABLE>

                                       17
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004


Note 13 - DEBT (continued)

<TABLE>
<CAPTION>
<S>                                     <C>            <C>                                      <C>
Note  payable to a bank in Taiwan,                       Note  payable to a bank in Taiwan,
interest at 3.766% per annum,  due                       interest at 3.616% per annum,  due
by January 25, 2006                         49,465       by April 9, 2005                           591,192

Note  payable to a bank in Taiwan,                       Note  payable to a bank in Taiwan,
interest at 3.766% per annum,  due                       interest at 3.616% per annum,  due
by January 27, 2006                         60,240       by April 9, 2005                            53,895

Note  payable to a bank in Taiwan,                       Note  payable to a bank in Taiwan,
interest at 3.766% per annum,  due                       interest at 3.616% per annum,  due
by January 27, 2006                        301,122       by April 9, 2005                            59,521

Note  payable to a bank in Taiwan,                       Note  payable to a bank in Taiwan,
interest at 3.766% per annum,  due                       interest  at 4.42% per annum,  due
by January 27, 2006                         45,180       by April 10, 2005                           54,995

Note  payable to a bank in Taiwan,                       Note  payable to a bank in Taiwan,
interest at 3.766% per annum,  due                       interest  at 4.42% per annum,  due
by February 13, 2006                       120,480       by April 11, 2005                           76,548

Note  payable to a bank in Taiwan,                       Note  payable to a bank in Taiwan,
interest at 3.766% per annum,  due                       interest  at 3.26% per annum,  due
by August 31, 2006                         903,600       by April 22, 2005                          121,866

Note payable to a  corporation  in                       Note  payable to a bank in Taiwan,
Taiwan,  interest  at  6.265%  per                       interest  at 4.42% per annum,  due
annum,  due by November  20, 2005,                       by May 29, 2005                            233,493
personally    guaranteed   by   an
officer of the Company                      42,170       Note  payable to a bank in Taiwan,
                                                         interest at 3.616% per annum,  due
Note payable to a  corporation  in                       by October 8, 2005                         500,480
Taiwan,   no   interest,   due  by
February 10, 2010                          611,828       Note payable to a  corporation  in
                                        ----------       Taiwan,  interest  at  6.265%  per
                                                         annum,  due by November  20, 2005,
Total                                    4,554,460       personally    guaranteed   by   an
                                                         officer of the Company                     256,496
Current portion                         $3,942,632
                                        ----------       Note  payable to a bank in Taiwan,
                                                         interest at 3.175% per annum,  due
Long-term portion                       $  611,828       by May 29, 2016                            280,689
                                        ==========                                               ----------

                                                         Total                                    3,472,511

                                                         Current portion                         $3,226,181
                                                                                                 ----------

                                                         Long-term portion                       $  246,330
                                                                                                 ==========
</TABLE>

                                       18
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004


Note 14 - LEGAL PROCEEDINGS

The Company is party to certain  litigation that has arisen in the normal course
of its business and that of its subsidiary.

Hwa-Ching  - In August  2004,  a customer  closed  business  and did not pay the
remaining balance due to City Network - Taiwan on outstanding receivables in the
amount  of  $880,649.  City  Network  - Taiwan  has  filed  criminal  and  civil
litigation  against the customer  for fraud.  The Company has recorded a reserve
against this account in the amount of $695,280. This case is currently ongoing.

In August 2004,  City Network  Inc.-Taiwan  filed a lawsuit against the owner of
Hwa-Ching Co., as well as the following  eight  individuals in Taiwan,  alleging
fraud  for  closing  down  Hwa-Ching  Co.  without  payment  for  the  delivered
merchandise.  City Network  Inc.-Taiwan  sought  approximately  NT$27 million or
approximately  US$900,000.  To date,  the court has not yet reached a verdict on
this case.

In December 2004, the Company filed a lawsuit against  Tain-Kang Co., a customer
of Hwa-Ching Co. in Taipei  District  Court  claiming  damages owed to Hwa-Ching
from  Tain-Kang in the amount of  approximately  NT$5,796,000  or  US$172,963 to
cover the outstanding account payable owed by Hwa-Ching to the Company. To date,
the court has not yet reached a verdict on this case.

RPPI International Ltd. - As of June 21, 2005, City Network  Inc.-Taiwan settled
a  litigation  with RPPI  International  Ltd.  (or  Rong-Dian),  a vendor of the
Company.

On October 10, 2004,  Rong-Dian filed a lawsuit against City Network Inc.-Taiwan
in the Taiwan  Taipei  district  court of Taiwan,  in Taipei,  Taiwan,  alleging
breach of contract  for two  different  purchase  agreements  that City  Network
Inc.-Taiwan  entered  with  them and two  third-parties.  Rong-Dian  sought  the
aggregate  amount of  approximately  NT$40.2  million or US$1.2  million for the
alleged  breaches.  One  purchase  agreement  was for an order that City Network
Inc.-Taiwan sold to Hwa-Ching Co. in the amount of approximately NT$27.3 million
or  US$900,000  and the other  purchase  agreement was for an order City Network
Inc.-Taiwan  sold  to a  separate  customer  of the  Company  in the  amount  of
approximately NT$12.9 million or US$390,909.

                                       19
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004


Note 14 - LEGAL PROCEEDINGS (Continued)

On June 21, 2005, City Network Inc.-Taiwan  entered a settlement  agreement with
Rong-Dian and on June 29, 2005,  the district  court lifted the lawsuit  against
us. In the June 2005 settlement  agreement,  City Network  Inc.-Taiwan agreed to
pay Rong-Dian a total of  approximately  NT$40.2 million or US$1.2  million,  to
cover the full  amount  City  Network  Inc.-Taiwan  owed under the two  purchase
agreements.   In  August  2005,   City  Network   Inc.-Taiwan   paid   Rong-Dian
approximately  NT$12.9  million  or  US$390,909  of the total  amount  owed upon
receipt of such amount from our customer.  City Network  Inc.-Taiwan  intends to
pay the balance of  approximately  NT$27.3 million or US$827,272 to Rong-Dian in
54 separate  checks,  issued and payable by Tai-Wang  Technology Co., Ltd. These
checks will be in  increments  of  NT$500,000  or  US$15,910  and payable for 53
consecutive months,  beginning on August 10, 2005 with the last and 54th payment
being in the  amount  of  NT$813,003  or  US$25,870  instead  of  NT$500,000  or
US$15,910. To date approximately NT$2 million. or approximately  US$60,000,  has
been paid on this liability.

Pursuant to the June 2005 settlement agreement,  City Network Inc.-Taiwan agreed
to pay Rong-Dian the balance of NT$27.3 million in monthly payments. However, as
a result of its  relationship  with  Tai-Wang and the fact that  Tai-Wang is the
vendor who introduced City Network  Inc.-Taiwan to Rong-Dian,  Tai-Wang  assumed
the  responsibility  for  the  payment  of  NT$27.3  million  or  US$827,272  to
Rong-Dian.  Tai-Wang wrote each monthly check in advance and thereafter provided
all 54 checks to  Rong-Dian.  Rong-Dian  will cash one check each month until it
receives  payment of the full  NT$27.3  million.  However,  as  Tai-Wang  has no
written  obligation with City Network  Inc.-Taiwan to make each monthly payment,
beyond an oral promise to do so, there is no assurance  that each monthly  check
will be properly cashed by Rong-Dian.  Therefore the Company continues to report
the total  liability  to  Rong-Dian.  As each  payment is  successfully  paid by
Tai-Wang the Company will reduce the liability  accordingly  and recognize other
income as the benefit provided by Tai-Wang.

Additionally,  as part of the June 2005  settlement  agreement,  we secured  our
obligation that Tai-Wang would pay Rong-Dian the outstanding  balance of NT$27.3
million or US$827,272 by giving  Rong-Dian a first priority  mortgage on certain
property including lots 701-4 and 701-6 in Jay-hou-xiao-duan, Xi-zhi Duan, Xixhi
City,  Taipei County,  Taiwan.  The value of the first priority  mortgage on the
property is  approximately  NT$27.3 million or US$827,272,  the aggregate amount
owed to  Rong-Dian.  City  Network  Inc.-Taiwan  agreed with Rong Dian that this
mortgage will expire in 2010.

                                       20
<PAGE>
                       CITY NETWORK, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004

Note 14 - LEGAL PROCEEDINGS (Continued)

Shanghai  Bank - On January 24,  2005,  Shanghai  Commercial  and  Savings  Bank
("Shanghai  Bank") filed a lawsuit with the Taipei  District  Court  against the
Company claiming approximately NT$12 million or approximately US$387,000 for the
payment of an unpaid purchase price for goods. The Company  purchased such goods
from Chin Shin and Chin Shin assigned the account  receivable to Shanghai  Bank.
As such, Shanghai Bank sued the Company for the payment of those goods. However,
the Company returned the said goods because they were defective. The Company and
Shanghai Bank are currently in negotiations  for a settlement  agreement in this
matter. The Company deposited a bond in the amount of approximately NT$3 million
or approximately US$90,000 with the court at the commencement of the lawsuit.

Note 15 - GOING CONCERN

The Company has suffered recurring losses from operations, cash deficiencies and
the inability to meet its maturing obligations without selling operating assets,
borrowing from related parties and restructuring  debts.  These issues may raise
substantial concern about its ability to continue as a going concern.

Management  has prepared  the  following  statement  to address  these and other
concerns:

The  Company is  currently  engaged in  discussions  with a number of  companies
regarding  strategic  acquisitions  or  potential  financings.   Although  these
discussions are ongoing, there can be no assurance that any of these discussions
will result in actual acquisitions or a completed financing for the Company.

                                       21
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD-LOOKING STATEMENTS

     The  following   discussion   should  be  read  in  conjunction   with  the
Consolidated  Financial Statements and Notes thereto appearing elsewhere in this
Form  10-QSB.  The  information  in  this  discussion  contains  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended.
These  forward-looking  statements  involve risks and  uncertainties,  including
statements  regarding our capital  needs,  business  strategy and  expectations,
including but not limited to the following:

     *    our  ability to raise  funds in the future  through  public or private
          financings;

     *    the timing of our introduction of products or product enhancements;

     *    our ability to manage costs  associated with our product or technology
          acquisitions;

     *    our ability to keep pace with rapidly  changing  technology,  evolving
          industry standards and new product and services in our industry;

     *    customers' acceptance of our product designs;

     *    our ability to integrate businesses,  products and technologies and in
          joint ventures and strategic relationships with other companies;

     *    our  business   expenses  being  greater  than   anticipated   due  to
          competitive factors or unanticipated developments;

     *    changes in political and economic conditions in the Asian and European
          countries where we do business;

     *    our ability to retain management and key personnel;

     *    our  ability  to  protect  our   developed   technologies,   know-how,
          trademarks and related intellectual properties; and

     *    our  ability to comply  with the  requirements  of Section  404 of the
          Sarbanes-Oxley Act of 2002.

     Any statements contained herein that are not statements of historical facts
may be deemed to be forward-looking  statements. In some cases, you can identify
forward-looking  statements  by  terminology  such as "may",  "will",  "should",
"expect",  "plan",  "intend",  "anticipate",  "believe",  estimate",  "predict",
"potential"  or  "continue",  the  negative  of such  terms or other  comparable
terminology.  Actual  events or results may differ  materially.  We disclaim any
obligation  to publicly  update these  statements,  or disclose  any  difference
between  its  actual  results  and  those  reflected  in these  statements.  The
information  constitutes  forward-looking  statements  within the meaning of the
Private Securities Litigation Reform Act of 1995.

                                       22
<PAGE>
BACKGROUND OF THE COMPANY

     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 Construction  Co., Ltd. was incorporated  under
the laws of Republic of China on October, 10, 2003. 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
and City Construction. Collectively the four corporations are referred to herein
as the "Company".

     The  Company  designs,  manufactures  and markets a  comprehensive  line of
broadband  communication  and wireless  Internet  access products and solutions.
Also, the broadband  communication  product line includes VOIP, GUI-based remote
management  and routing  technology  software  packages  for  simplified  setup,
extensive network management and global network connectivity capabilities,  Home
PNA and xDSL broadband access equipment,  ADSL/VDSL ACCESS DEVICES,  HPNA ACCESS
DEVICES, FTTB (Fiber to the Building) and FTTH (Fiber to the Home), PCMCIA cards
and USB adapters.  The other wireless internet access solutions are used in both
individual and corporate.

     The Company has also recently  begun the  development  of its  construction
business.  The Company  plans to develop and build  commercial  and  residential
buildings,  industry factory buildings,  and professional buildings. The Company
has entered  co-construction  agreements for the development of land in Keelung,
Taiwan and the  purchase  of  materials  with a company in  Vietnam,  as further
described  in Part I herein,  in the notes to the  financial  statements.  As of
September 30, 2005, no significant  assets or revenues have been generated to be
considered a reportable  segment under SFAS 131,  "Disclosures about Segments of
An Enterprise and Related Information".

     On December 16, 2004, the Company changed its fiscal year end from February
28 to December 31.

CRITICAL ACCOUNTING POLICIES

     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  statements 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.  See "Summary of Significant  Accounting Policies" in the Notes
to  Consolidated  Financial  Statements  in Item to this Report for our critical
accounting policies.  No significant changes in our critical accounting policies
have occurred since December 31, 2004.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 2004

     NET SALES.  Net sales for the three  months ended  September  30, 2005 were
$3,784,392 compared to $4,389,086 for the three months ended September 30, 2004.
The decrease in net sales for the three months ended  September 30, 2005 was due
to a decrease in demand for our old products.  Our new  products,  introduced in
2004,  are in the early  stages  of  selling.  During  the  three  months  ended
September  30,  2005,  the sales volume for our new products was low compared to
the sales volume for our old products. We have, however,  increased net sales in
the third  quarter  of 2005 over net sales in the first and second  quarters  of
2005, primarily due to an increase in sales of our new products.

     We  design,  manufacture  and  market  a  comprehensive  line of  broadband
communication  and wireless  Internet access  solutions,  including home PNA and
xDSL  broadband  access  equipment and related  accessories,  which comprise our

                                       23
<PAGE>
older,  established  products. In 2004, we introduced new products such as VoIP,
GSP and wireless Internet access products.

     We believe  that an increase in  competition  over the market for our older
products  has  contributed  to a decline  in the unit  price of those  products.
Additionally,  we believe that the introduction of more technologically advanced
products  to the  marketplace  have  diminished  consumer  demand  for our older
products.  We intend to continue  upgrading our older  products to meet customer
expectations.

     We  believe  that  sales  for our new  products,  such  as  VoIP,  wireless
communication  products and GSP products,  can increase with improved brand name
recognition  and  increased  sales  channels.  We had  higher  sales  of the new
products in the third quarter of 2005 compared to the first and second  quarters
of 2005, but we have not reached our goals in sales volume for the new products.
We intend to continue  promoting and marketing our new products to improve brand
name recognition as well as work on increasing sales channels.

     COST OF SALES.  Cost of sales for the three months ended September 30, 2005
was $3,427,726 or 90.6% of net sales, as compared to $4,598,712 or 104.8% of net
sales,  during the three months ended  September  30, 2004.  The decrease in the
cost of sales as a  percentage  of revenue is due to the higher  gross margin of
new products, as compared to the gross margin on our old products sold in 2004.

     GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses
were $508,376,  or 13.4% of net sales,  for the three months ended September 30,
2005,  as compared to $397,722 or 9.1% of net sales,  for the three months ended
September  30, 2004.  The increase was due to the promotion of the new products.
The increase in general and administrative expenses as a percentage of net sales
is due to the  decrease  in  sales,  increase  in number  of staff  members  and
increase in promotion of the new products.

     LOSS FROM  OPERATIONS.  Loss from  operations  for the three  months  ended
September  30, 2005 was  $(151,170),  compared to loss from  operations  for the
three months ended  September 30, 2004 of $(607,348).  The decrease in loss from
operations for the three months ended September 30, 2005 compared with loss from
operations for the three months ended September 30, 2004 resulted primarily from
improved gross profit.

     OTHER (INCOME) EXPENSE.  Other (income) expense was $(54,594) for the three
months  ended  September  30,  2005,  as compared to $2,306 for the three months
ended  September  30,  2004.  This  change was the result of  additional  income
recognized  on rent and other income and reduced  interest  expense in the three
months ended September 30, 2005.

     NET LOSS. Net loss for three months ended  September 30, 2005 was $(97,277)
compared to net loss of  $(609,550)  for the three  months ended  September  30,
2004. The decrease in net loss was due to the reasons described above.

NINE MONTHS ENDED  SEPTEMBER 30, 2005 COMPARED WITH NINE MONTHS ENDED  SEPTEMBER
30, 2004

     NET SALES.  Net sales for the nine  months  ended  September  30, 2005 were
$8,677,108 compared to $16,619,693 for the nine months ended September 30, 2004.
The decrease in net sales for the nine months ended  September  30, 2005 was due
to a decrease in demand for our old products. Our new products, such as VOIP and
the wireless communication products, introduced in 2004, are in the early stages
of selling.

     COST OF SALES.  Cost of sales for the nine months ended  September 30, 2005
was $8,060,736 or 92.9% of net sales, as compared to $15,896,281 or 95.6% of net
sales,  during the nine months ended September 30, 2004. The decrease in cost of
sales is  associated  with the  decrease in sales.  The  decrease in the cost of
sales as a  percentage  of revenue is due to the higher  gross margin on our new
products.

                                       24
<PAGE>
     GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses
were $1,207,762,  or 13.9% of net sales, for the nine months ended September 30,
2005, as compared to $1,247,642 or 0.8% of net sales,  for the nine months ended
September  30, 2004.  The increase in general and  administrative  expenses as a
percentage of net sales is attributable to overhead cost, which remains constant
for all levels of sales.

     LOSS  FROM  OPERATIONS.  Loss from  operations  for the nine  months  ended
September 30, 2005 was  $(591,390),  compared to income from  operations for the
nine months ended September 30, 2004 of $(524,230). The loss from operations for
the nine months ended  September 30, 2005  compared with income from  operations
for the nine months ended September 30, 2004 was due to reduced gross profit and
general and administrative expenses that did not vary with reduced sales.

     OTHER  EXPENSE.  Other  expense  was  $649,154  for the nine  months  ended
September 30, 2005,  as compared to $75,525 for the nine months ended  September
30, 2004.  This increase in other expense was the result of additional  reserves
made on accounts  receivable and losses we incurred on the sale of fixed assets,
offset by additional income recognized on rent and export sales commissions.

     NET  LOSS.  Net  loss  for  nine  months  ended   September  30,  2005  was
$(1,240,544)  compared  to  income  of  $(619,167)  for the  nine  months  ended
September  30, 2004.  The net loss for the nine months ended  September 30, 2005
compared with income for the nine months ended September 30, 2004 was due to the
reasons  described  above,  including the  additional  reserves made on accounts
receivable.

LIQUIDITY AND CAPITAL RESOURCES

     At  September  30,  2005  and  December  31,  2004,  we had  cash  and cash
equivalents of $826,526 and $2,010,644, respectively. Our current assets totaled
$7,662,365 at September 30, 2005 as compared to $6,186,420 at December 31, 2004.
Our total current  liabilities were $9,165,857 at September 30, 2005 as compared
to  $6,656,116 at December 31, 2004.  Working  capital at September 30, 2005 was
$(1,503,492)  and  $(469,696)  at December 31,  2004.  For the nine months ended
September 30, 2005,  total cash used in operations was  $(1,319,196) as compared
to net cash provided by  operations of $966,444  during the same period in 2004.
Net cash provided by financing  activities was $165,926,  which consisted of the
payment on notes payable and issuance of  short-term  debt, as compared with net
cash used in financing  activities of $(1,400,813)  during the nine months ended
September 30, 2004.

     Our operations  and  short-term  financing does not currently meet our cash
needs.  We believe  we will be able to  generate  revenues  from sales and raise
capital through private placement  offerings of its equity securities to provide
the necessary cash flow to meet anticipated  working capital  requirements.  Our
actual  working  capital  needs for the long and  short-term  will  depend  upon
numerous  factors,  including  our  operating  results,   competition,  and  the
availability  of  credit  facilities,  none  of  which  can  be  predicted  with
certainty.  Our future  expansion  will depend on operating  results and will be
limited by its ability to enter into financings and raise capital.

     Our  liquidity is  currently  dependent  on our ability to  strengthen  our
accounts receivable  collection time period and our ability to continue to raise
cash from financing sources to fund our expansion.  Our short-term and long-term
liquidity may be influenced by uncollected accounts  receivables.  If the amount
of bad debt is high, it will severely affect our ability to continue operations.
Therefore, we are 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.  Our  inability to manage this risk will have a material
adverse effect upon its business, financial condition and results of operations.

                                       25
<PAGE>
     CAPITAL  EXPENDITURES.  Total capital  expenditures  during the nine months
ended  September 30, 2005 were $193,310  compared to $22,432 for the nine months
ended September 30, 2004. Our new plans or commitments for significant equipment
acquisitions or capital expenditures are as follows:

     1.  In  April  2004,  City  Construction  Co.,  Ltd.  placed  a  refundable
performance bond, in the amount of $227,240,  with the court in Taiwan,  for the
rights to complete construction of an unfinished building in Keelung,  Taiwan by
working in conjunction  with the owners of the land. The Company is currently in
discussions with the landowners regarding the terms of the project.

     2. In March 2005, City  Construction  Co., Ltd.  entered a  Co-Construction
Agreement  with three  individuals  who own a tract of land in Keelung,  Taiwan.
Under the agreement,  the Company will finance,  construct and, upon completion,
will own 60% of the  building  project.  The Company  agreed to make  refundable
deposits, as security,  totaling approximately $95,500 payable at various agreed
upon phases of the construction.  The deposits will be returned within two years
after the construction is completed.  As of September 30, 2005, the Company paid
$90,360 as part of the refundable  security deposit and $234,760 as construction
in progress on the building.

     3. On July 20,  2005,  and as amended on September  22,  2005,  the Company
entered into a contract with a company in Vietnam (the "Vietnam Agreement"). Per
the terms of the contract, the Company agreed to procure materials and equipment
related to the construction of a commercial building in Vietnam. As of September
30, 2005, the Company  received an advance of $2,700,000 on this contract and is
using these funds to purchase the related materials.

     4. On July 25, 2005 the Company  entered into a contract  with a company in
Samoa to purchase materials, for approximately $3,000,000 related to the Vietnam
Agreement.  As  of  September  30,  2005,  the  Company  advanced  approximately
$2,200,000 in connection with this purchase agreement.

     CONSTRUCTION.  The  Company  has  recently  begun  the  development  of its
construction  business.  The Company plans to develop and build  commercial  and
residential buildings,  industry factory building, and professional building. As
of September 30, 2005, no significant  assets or revenues have been generated to
be considered a reportable  segment under SFAS 131,  "Disclosures about Segments
of An Enterprise and Related Information".

OFF-BALANCE SHEET ARRANGEMENTS

     We do not have any off-balance sheet arrangements.

                                       26
<PAGE>
ITEM 3. CONTROLS AND PROCEDURES

     Under  the  supervision  and  with  the   participation  of  the  Company's
management,  including  our Chief  Executive  Officer  and the  Chief  Financial
Officer,  the Company conducted an evaluation of the effectiveness of the design
and operation of its  disclosure  controls and  procedures,  as defined in Rules
13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of 1934, as amended,
as of the end of the period  covered by this  report  (the  "Evaluation  Date").
Based on this  evaluation,  our Chief Executive  Officer and the Chief Financial
Officer  concluded  as of the  Evaluation  Date  that the  Company's  disclosure
controls  and  procedures  were  effective  such that the  material  information
required to be included in our SEC reports is  recorded,  processed,  summarized
and reported  within the time periods  specified in SEC rules and forms relating
to the Company, including our consolidating subsidiaries,  and was made known to
them by others within those entities,  particularly  during the period when this
report was being prepared.

                                       27
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

HWA-CHING CO. AND RELATED LAWSUITS

     In April 2004,  Hwa-Ching Co. made purchases from City Network  Inc.-Taiwan
for  products  in  the  aggregate  amount  of  approximately  NT$19  million  or
US$575,757.  In  June  2004,  Hwa-Ching  Co.  wrote  a  check  to  City  Network
Inc.-Taiwan paying for such products and City Network  Inc.-Taiwan  successfully
cashed this check.  Also in June 2004,  Hwa-Ching Co. made  purchases  from City
Network   Inc.-Taiwan  for  additional  products  in  the  aggregate  amount  of
approximately  NT$18  million or  US$545,454  and paid for such  products with a
check that City Network Inc.-Taiwan also successfully cashed.

     During June to August 2004,  Hwa-Ching Co.  requested  additional  products
from City Network  Inc.-Taiwan in the aggregate  amount of  approximately  NT$27
million or  US$818,181.  City  Network  Inc.-Taiwan  filled  these  orders  with
confidence  as Hwa-Ching  had paid for the prior orders from April 2004 and June
2004.  However,  the check,  in the  amount of  approximately  NT$27  million or
US$818,181  that Hwa-Ching Co. wrote to City Network,  Inc.-Taiwan  bounced upon
deposit with the bank.  Immediately  thereafter,  Hwa-Ching Co. closed down with
this  remaining  account  payable  balance  of  approximately  NT$27  million or
US$818,181 outstanding and payable to City Network Inc.-Taiwan.

     In August 2004, City Network Inc.-Taiwan filed a lawsuit against Yune-Chang
Tsuo,  the owner of Hwa-Ching  Co., as well as the following  eight  individuals
including,  Yong-Zhang  Zhuo,  Shu-Tao Lu, Yong-Yi Zhuo,  Zhuan-Xuan Dai, Ya-Hui
Qiu, Mei-Zhen Huang,  Zong-Ya Wu, Yao-Guo Cen in Taiwan Taipei district court of
Taiwan, in Taipei, Taiwan, alleging fraud for closing down Hwa-Ching Co. without
payment  for  the  delivered   merchandise.   City  Network  Inc.-Taiwan  sought
approximately NT$27 million or approximately  US$900,000 from Yune-Chang Tsuo to
cover the outstanding  account payable. To date, the court has not yet reached a
verdict on this case.

RPPI INTERNATIONAL LTD.

     As of June 21, 2005,  City Network  Inc.-Taiwan  settled a litigation  with
RPPI International Ltd. (or Rong-Dian), a vendor of the Company.

     On  October  10,  2004,  Rong-Dian  filed a lawsuit  against  City  Network
Inc.-Taiwan in the Taiwan Taipei  district court of Taiwan,  in Taipei,  Taiwan,
alleging  breach of contract for two  different  purchase  agreements  that City
Network  Inc.-Taiwan  entered with them and two third-parties.  Rong-Dian sought
the aggregate amount of approximately  NT$40.2 million or US$1.2 million for the
alleged  breaches.  One  purchase  agreement  was for an order that City Network
Inc.-Taiwan sold to Hwa-Ching Co. in the amount of approximately NT$27.3 million
or  US$900,000  and the other  purchase  agreement was for an order City Network
Inc.-Taiwan  sold  to a  separate  customer  of the  Company  in the  amount  of
approximately NT$12.9 million or US$390,909.

     On June 21, 2005, City Network Inc.-Taiwan  entered a settlement  agreement
with  Rong-Dian  and on June 29,  2005,  the  district  court lifted the lawsuit
against us. In the June 2005  settlement  agreement,  City  Network  Inc.-Taiwan
agreed to pay  Rong-Dian  a total of  approximately  NT$40.2  million  or US$1.2
million,  to cover the full amount City Network  Inc.-Taiwan  owed under the two
purchase  agreements.  In August 2005, City Network  Inc.-Taiwan  paid Rong-Dian
approximately  NT$12.9  million  or  US$390,909  of the total  amount  owed upon
receipt of such amount from our customer.  City Network  Inc.-Taiwan  intends to
pay the balance of  approximately  NT$27.3 million or US$827,272 to Rong-Dian in
54 separate  checks,  issued and payable by Tai-Wang  Technology Co., Ltd. These

                                       28
<PAGE>
checks will be in  increments  of  NT$500,000  or  US$15,910  and payable for 53
consecutive months,  beginning on August 10, 2005 with the last and 54th payment
being in the  amount  of  NT$813,003  or  US$25,870  instead  of  NT$500,000  or
US$15,910.  To date,  approximately NT$2 million or approximately  US$60,000 was
paid.

     Pursuant to the June 2005 settlement  agreement,  City Network  Inc.-Taiwan
agreed to pay  Rong-Dian  the  balance of NT$27.3  million in monthly  payments.
However,  as a result  of its  relationship  with  Tai-Wang  and the  fact  that
Tai-Wang is the vendor who  introduced  City Network  Inc.-Taiwan  to Rong-Dian,
Tai-Wang  assumed  the  responsibility  for the  payment of  NT$27.3  million or
US$827,272  to  Rong-Dian.  Tai-Wang  wrote each  monthly  check in advance  and
thereafter  provided all 54 checks to Rong-Dian.  Rong-Dian  will cash one check
each month until it receives  payment of the full NT$27.3 million.  However,  as
Tai-Wang has no written  obligation  with City Network  Inc.-Taiwan to make each
monthly  payment,  beyond an oral promise to do so,  there is no assurance  that
each monthly check will be properly cashed by Rong-Dian.

     Additionally, as part of the June 2005 settlement agreement, we secured our
obligation that Tai-Wang would pay Rong-Dian the outstanding  balance of NT$27.3
million or US$827,272 by giving  Rong-Dian a first priority  mortgage on certain
property including lots 701-4 and 701-6 in Jay-hou-xiao-duan, Xi-zhi Duan, Xixhi
City,  Taipei County,  Taiwan.  The value of the first priority  mortgage on the
property is  approximately  NT$27.3 million or US$827,272,  the aggregate amount
owed to  Rong-Dian.  City  Network  Inc.-Taiwan  agreed with Rong Dian that this
mortgage will expire in 2010.

ITEM 2. UNREGISTERED SALES OF EQUITY 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

     (a) Exhibits:

      No.                            Description
      ---                            -----------
     31.1    Certification   of  Chief  Executive   Officer   pursuant  to  Rule
             13a-14(a)/15d-14(a)  of the  Securities  Exchange  Act of 1934,  as
             adopted pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002,
             filed herewith.
     31.2    Certification  of the  Chief  Financial  Officer  pursuant  to Rule
             13a-14(a)/15d-14(a)  of the  Securities  Exchange  Act of 1934,  as
             adopted pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002,
             filed herewith.
     32.1    Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350
             (Section 906 of the Sarbanes-Oxley Act of 2002), filed herewith.
     32.2    Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350
             (Section 906 of the Sarbanes-Oxley Act of 2002), filed herewith.

                                       29
<PAGE>
                                   SIGNATURES

     Pursuantto 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.

                                            CITY NETWORK, INC.

Dated:  November 21, 2005

                                            By: /s/ Tiao-Tsan Lai
                                               --------------------------------
                                               Tiao-Tsan Lai
                                               Chief Executive Officer
                                               (Principal Executive Officer)

Dated:  November 21, 2005
                                            By: /s/ Yun-Yi Tseng
                                               --------------------------------
                                               Yun-Yi Tseng
                                               Chief Financial Officer
                                               (Principal Financial Officer)

                                       30