SecProbe.io

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Mail Stop 4561
      June 15, 2005

Ms. Yun-Yi Tseng
Chief Financial Officer
City Network, Inc.
6F-3, No. 16, Jian Ba Road, Jhonghe City
Taipei County 235, Taiwan, ROC

	Re:	City Network, Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
		Form 10-Q for Fiscal Quarter Ended March 31, 2005
		File No. 1-31959

Dear Ms. Tseng:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

       Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Recent Sales of Unregistered Securities, page 21

1. We note that on January 15, 2004 and June 14, 2004 that you
issued
shares of your common stock at prices below the quoted market
price
for your stock per AMEX.  Please explain your business purpose for
distributing your stock at below fair market value.  To the extent
any of the participants in these transactions have an employment
relationship with your company, tell us how you accounted for the
differential between the quoted market price and the share values
used in the transactions.  Advise us why the differential did not
result in compensation expense.

Independent Auditor`s Report, page F-2

2. Please explain to us how your auditors considered PCAOB
Auditing
Standard No. 1 in conjunction with their audit report contained in
your Form 10-K.

Form 10-Q for the quarter ended March 31, 2005

Legal Proceedings, page 20

3. We note from your disclosure that you are seeking to recover a
receivable from Hwa-Ching in the amount of $900,000 and that you
were
required to put up a $1.2 million temporary guarantee bond for the
vendor in the transaction.  We also note that you have only
recorded
a charge of $685,000 related to this contingency.  Please advise
us
how the amount of expense recorded covers the potential loss
associated with the bad debt and the lawsuit under SFAS 5.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Thomas Flinn, Staff Accountant, at (202)
551-
3469 or the undersigned at (202) 551-3413 if you have questions.
      			Sincerely,

      Cicely D. Luckey
      Accounting Branch Chief

Ms. Yun-Yi Tseng
City Network, Inc.
June 15, 2005
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