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): ~~October~~May 3110, ~~2023~~2024, (~~October~~May 2610, ~~2023~~2024)

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~~ (~~Registrant's~~Zip ~~telephone number, including area code~~Code)

852-9029 0586

(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):

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

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

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))

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 ¨

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. ¨

Item 4 5.0102, ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Principal Officers; Election of Directors; Appointment of Principal Officers;

OnMs. ~~October~~Shirley 3Cheng, ~~2023, Network~~the CNChief ~~Inc.~~Financial ~~(the “Company”) was notified of the resignation~~Officer, ~~effective~~Corporate ~~immediately,~~Secretary ofand ~~the~~Director ~~US Audit Practice~~ of ~~Gries~~Network &CN ~~Associates, LLC~~Inc. (the “~~Gries~~Company”), notified as the Company’s ~~independent~~of ~~registered~~her ~~public~~intention ~~accounting~~to ~~firm~~resign infrom ~~connection~~her ~~with~~position ~~Gries’s~~for ~~merger on~~personal ~~September 26, 2023, with GreenGrowth CPAs (“GreenGrowth”)~~reasons. Ms. ~~On October 26, 2023, the Company~~Cheng’s ~~Board~~resignation ~~of Directors~~will ~~approved~~become ~~the~~effective ~~appointment~~on ofMay ~~GreenGrowth~~12, ~~as the Company’s independent registered public accounting firm~~2024.

~~The~~Ms ~~audit~~Cheng’s ~~reports of~~resignation ~~Gries~~was onnot ~~the~~because ~~financial statements~~ of ~~the~~any ~~Company~~disagreement aswith ~~of and for~~ the ~~years~~Company ~~ended~~on ~~December~~any ~~31,~~matter ~~2021~~relating ~~and December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as~~ to ~~uncertainty, audit scope or accounting principles, except for an explanatory paragraph in such reports regarding uncertainty about~~ the Company’s ~~ability~~operations, topolicies ~~continue~~or ~~as a going concern~~practices.

InThe ~~connection with the audits of the~~ Company’s ~~financial statements for the fiscal years ended December 31, 2021 and 2022 and through the date of this~~Board ~~Current Report, there were: (i) no disagreements between the Company and Gries on any matters~~ of ~~accounting~~Directors ~~principles~~is orin ~~practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to~~ the ~~satisfaction~~process of ~~Gries,~~vetting ~~would~~suitable ~~have~~candidates ~~caused Gries~~ to ~~make~~appoint ~~reference~~as to the ~~subject matter of the disagreement in their reports on the~~ Company’s ~~financial~~new ~~statements~~Chief ~~for~~Financial ~~such years,~~Officer and ~~(ii)~~will noannounce any ~~reportable~~such ~~events~~appointment ~~within~~as ~~the~~soon ~~meaning~~as ~~set~~it ~~forth~~is ~~in Item 304(a)(1)(v) of Regulation S-K~~complete.

~~During the Company’s~~On ~~two~~May ~~most recent fiscal years ended December 31~~2, ~~2021 and 2022 and through the subsequent interim period through October 26~~2024, ~~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~~board ~~statements,~~of ~~and~~directors ~~GreenGrowth~~appointed ~~did~~Mr. ~~not~~Peter ~~provide either~~Li ~~a written report or oral advice~~ to ~~the~~serve ~~Company~~as ~~that was an important factor considered by~~ the Company’s inVice ~~reaching~~President a– ~~decision as to any accounting~~Finance, ~~auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(iv)~~ ofeffective ~~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~~immediately.

~~The~~Mr. Peter ~~Company~~Li ~~has~~possesses ~~provided Gries~~over a35 ~~copy~~years of experience in the ~~disclosures~~field of accounting, financial management and internal control. During 2022 to 2023, Mr. Li worked as Director of Corporate Services, in ~~this~~UNICEF ~~Form~~Hong 8Kong, a multinational NGO for the benefit of international children care. In 2017 to 2022, he worked as consultant on Pre-KIPO investment, merge & acquisition, and ~~has~~investment ~~requested~~finance ~~that~~projects. ~~Gries~~Mr. ~~furnish~~Li italso worked ~~with~~in a ~~letter~~non-profit ~~addressed~~making entity in 2013 to 2014, that managed one of the ~~Securities~~Hong ~~and~~Kong largest Revitalising projects which included hostel ~~Exchange~~and ~~Commission~~exhibition ~~stating~~halls. ~~whether~~During or2007 ~~not~~to ~~Gries~~2013, ~~agrees~~Mr. Li worked as Group Financial Controller in a Hong Kong toys manufacturing group with manufacturing plants in the PRC. During that time, a subsidiary of the group was preparing for pre-IPO project in Shenzhen. Mr. Li was appointed as Chief Financial Officer and Company’s ~~statements~~Secretary of Man Shing Global Holdings Limited during 2015, the Group was listed on the GEM Board of Hong Kong in ~~this~~Apr ~~Item~~2017 ~~4.01~~(aStock Code: 8309.HK). AMr. ~~copy~~Li responsible for managing the floatation of the ~~letter~~Group during that time. Being the ~~dated~~Head ~~Amend~~of asFinance, ~~October~~he 30oversees the Group's corporate governance, ~~2023~~financial ~~furnished~~planning, byand ~~Gries~~management. Mr. Li obtained a certificate in ~~response~~accountancy from tothe ~~that~~Hong ~~request~~Kong Polytechnic. He is ~~filed~~a asfellow ~~Exhibit~~member 16of the Hong Kong Institute of Certified Public Accountants and fellow member of the Association of International Accountants.1 toMr. ~~this~~Li ~~Form~~is 8not, and has not been, a participant in any transaction with the Company that requires disclosure under Item 404(a) of Regulation S-K. There is no family relationship between Mr. Li and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.

~~Item~~SIGNATURES ~~9.01. Financial Statements and Exhibits.~~

~~(c)~~Pursuant ~~Exhibits~~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.

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).

Dated: May 10, 2024

~~SIGNATURES~~NETWORK CN INC. By: /s/ Earnest Leung Earnest Leung Chief Executive Officer

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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