UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest event Reported): ~~April~~October 2631, 2023, (~~April~~October 2526, 2023)

NETWORK CN INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-30264		90-0370486
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Unit 705B, 7th Floor, New East Ocean Centre, 9 Science Museum Road, TST, KLN, Hong Kong

(Address of Principal Executive Offices) (Zip Code)

852-9625 0097 (~~Zip~~Registrant's ~~Code~~telephone number, including area code)

852-9625 0097

(Registrant's telephone number, including area code)

_____________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: NONE

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	NWCN	OTC market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o¨

Item 24.01, ~~Completion~~Changes ofin ~~Acquisition~~Registrant’s orCertifying ~~Disposition of Assets~~Accountant

~~Item~~On October 3, 2023, Network CN Inc.02 ~~Unregistered~~(the ~~Sales~~“Company”) was notified of ~~Equity~~the ~~Securities~~resignation, effective immediately, of the US Audit Practice of Gries & Associates, LLC (“Gries”), as the Company’s independent registered public accounting firm in connection with Gries’s merger on September 26, 2023, with GreenGrowth CPAs (“GreenGrowth”). On October 26, 2023, the Company’s Board of Directors approved the appointment of GreenGrowth as the Company’s independent registered public accounting firm.

OnThe ~~April~~audit ~~25,~~reports ~~2023,~~of Gries ~~Network~~on CNthe ~~Inc.~~financial (statements of the "Company~~") agreed~~ toas ~~issue~~of ~~933~~and for the years ended December 31,~~964~~ 2021 and 1December 31,~~131,960~~ ~~restricted~~2022 ~~shares~~did not contain an adverse opinion or a disclaimer of ~~the~~opinion, ~~Company’s~~and ~~common~~were ~~stock~~not toqualified ~~the~~or ~~employees~~modified as to uncertainty, ~~Mr.~~audit Qiscope ~~Hao~~or ~~(“Qi”)~~accounting principles, ~~and~~except ~~Mr.~~for ~~Yang~~an Wuexplanatory ~~Qiang~~paragraph ~~(“Yang”),~~in ~~respectively~~such reports regarding uncertainty about the Company’s ability to continue as a going concern.

OnIn ~~January~~connection 1,with ~~2023, NCN (Tianjin) Culture Co.,~~the ~~Ltd~~audits ~~(“NCN Tianjin”) and NCN (Chengdu) Culture Media Co., Ltd (“NCN Chengdu”), a wholly foreign-owned enterprise in Tianjin and Chengdu, China~~ of the Company ~~entered~~’s ~~into~~financial ~~employment~~statements ~~contracts~~for ~~with~~the ~~Mr.~~fiscal Qiyears ~~and Mr.~~ended ~~Yang~~December ~~under~~31, ~~which~~2021 ~~Mr.~~and Qi2022 and ~~Mr.~~through ~~Yang~~the ~~agreed~~date toof ~~bring~~this Current inReport, ~~the~~there ~~advertising~~were: ~~rights~~(i) inno ~~Tianjin~~disagreements ~~and~~between ~~Chengdu to~~ the Company ~~for~~and ~~933,964~~Gries ~~and 1,131,960~~on ~~restricted~~any ~~shares~~matters of ~~the~~accounting ~~Company’s~~principles ~~common~~or ~~stock~~practices, ~~respectively.~~financial statement ~~Pursuant~~disclosure, toor ~~the~~auditing ~~terms of~~scope ~~employment~~or ~~contract~~procedures, ofwhich ~~Mr. Qi~~disagreements, if ~~Mr.~~not Qiresolved ~~can~~to ~~achieve~~ the ~~annual~~satisfaction ~~sales~~of ~~and~~Gries, ~~profit~~would ~~before~~have ~~tax~~caused Gries ~~goal~~to inmake ~~2023~~reference ~~and~~to ~~2024,~~ the ~~Company~~subject ~~will issue~~matter ~~bonus shares~~ of ~~466,982~~the ~~and~~disagreement ~~466,982~~in ~~restricted~~their ~~shares~~reports ofon the Company’s ~~common~~financial ~~stock~~statements tofor ~~Mr. Qi, respectively. Pursuant~~such ~~to the terms of employment contract of Mr. Yang~~years, ~~if the employee can achieve the annual sales~~ and ~~profit~~(ii) ~~before~~no ~~tax~~reportable ~~goal~~events inwithin ~~2023 and 2024,~~ the ~~Company~~meaning ~~will~~set ~~issue~~forth ~~bonus~~in ~~shares~~Item of304(a)(1)(v) ~~466,982 and 466,982 restricted shares~~ of ~~the~~Regulation ~~Company’s common stock to Mr~~S-K. ~~Yang respectively.~~

~~SIGNATURES~~During the Company’s two most recent fiscal years ended December 31, 2021 and 2022 and through the subsequent interim period through October 26, 2023, the Company did not consult with GreenGrowth (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and GreenGrowth did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

~~Pursuant~~The toCompany ~~the~~has ~~requirements~~provided Gries a copy of the disclosures in this Form 8-K and has requested that Gries furnish it with a letter addressed to the Securities and Exchange ~~Act~~Commission ofstating ~~1934,~~whether ~~the~~or ~~registrant~~not ~~has~~Gries ~~duly~~agrees ~~caused~~with the Company’s statements in this ~~report~~Item to4.01(a). beA ~~signed~~copy onof ~~its~~the ~~behalf~~letter dated Amend as October 30, 2023 furnished by ~~the~~Gries ~~undersigned~~in ~~hereunto~~response ~~duly~~to ~~authorized~~that request is filed as Exhibit 16.1 to this Form 8-K.

~~Dated:~~Item ~~April~~9.01. ~~26,~~Financial ~~2023~~Statements and Exhibits.

~~NETWORK~~(c) ~~CN INC. By: /s/ Earnest Leung Earnest Leung Chief Executive Officer~~Exhibits

Exhibit		Description
16.1		Letter from Gries & Associates, LLC, dated October 30, 2023
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

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.

Dated: October 31, 2023

	NETWORK CN INC.



	By: /s/ Earnest Leung
	Earnest Leung
	Chief Executive Officer

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