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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
January 31, 2006
(Date of earliest event reported)
CITY NETWORK, INC.
(Exact name of registrant as specified in charter)
Nevada
(State or other Jurisdiction of Incorporation or Organization)
001-31954 98-0467944
(Commission File Number) (IRS Employer Identification No.)
2F-1, No. 16 Jian Ba Road
Chung Ho City
Taipei County 235, Taiwan, ROC
(Address of Principal Executive Offices and zip code)
011-886-2-8226-5566
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On January 31, 2006, Lichter, Yu & Associates ("Lichter Yu") informed City
Network, Inc. (the "Company") that Lichter Yu resigned as the Company's
independent registered public accounting firm, effective that date. The Company
is in the process of seeking the engagement of a new independent registered
public accounting firm for the year ended December 31, 2005.
The reports of Lichter Yu on the Company's consolidated financial
statements for the fiscal year ended February 29, 2004 and the transition period
ended December 31, 2004 did not contain an adverse opinion or a disclaimer of
opinion and were not modified as to uncertainty, audit scope, or accounting
principles.
Lichter Yu did not seek the approval of the Company's board of directors or
audit committee in connection with such resignation. Accordingly, neither the
Company's board of directors nor audit committee recommended or approved the
resignation of Lichter Yu.
In connection with the audits of the Company's consolidated financial
statements for the fiscal year ended February 29, 2004, the transition period
ended December 31, 2004, and in the subsequent interim periods preceding Lichter
Yu's resignation, there were no disagreements between the Company and Lichter Yu
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of Lichter Yu, would have caused Lichter Yu to make reference to
the matter in its report.
The Company has provided Lichter Yu with a copy of this Current Report on
Form 8-K and requested Lichter Yu to furnish it with a letter addressed to the
Securities and Exchange Commission stating whether Lichter Yu agrees with the
statements made by the Company in the second, third and fourth paragraphs
herein, and, if not, stating the respects in which it does not agree. A copy of
such letter, dated February 3, 2006, is filed as Exhibit 16.1 to this Form 8-K.
On February 6, 2006, the Company engaged Simon & Edward, LLP ("Simon") to
serve as its new principal independent accountants for its financial statements
for the year ended December 31, 2005. The decision to engage Simon as the
Company's principal independent accountants was approved by the Company's Board
of Directors. During the two most recent fiscal years and in the subsequent
interim period prior to February 6, 2006, the Company did not consult with Simon
regarding (i) the application of accounting principles to a specific completed
or contemplated transaction, or the type of audit opinion that might be rendered
on the Company's consolidated financial statements and no written or oral advice
was provided by Simon that was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting issue
or (ii) any matter that was either the subject of a disagreement or event, as
set forth in Item 304(a)(1)(iv) of Regulation S-B.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
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16.1 Letter of Lichter, Yu & Associates to the Securities and
Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CITY NETWORK, INC.
By: /s/ Tiao-Tsan Lai
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Name: Tiao-Tsan Lai
Title: Chairman and Chief Executive Officer
Dated: February 6, 2006
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EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter of Lichter, Yu & Associates to the Securities and
Exchange Commission.