~~Office A, 18/F.~~Unit 705B, 7th Floor, ~~Lucky Plaza, Nos. 315-321 Lockhart~~New East Ocean Centre, 9 Science Museum Road ~~Wanchai,~~ , TST, KLN, Hong Kong00000

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o¨Noþ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o¨Noþ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. Yesþ No o¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesþ No o¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated ~~filer,”~~filer”, “accelerated ~~filer,”~~filer”, “smaller reporting ~~company,”~~company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o¨

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes o¨Noþ

As of June 30, ~~2020,~~2022, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold was approximately ~~$6,457,000.~~$6,380,000.

The number of shares outstanding of each of the issuer’s classes of common stock, as of ~~March 29, 2021~~April 13, 2023 is as follows:

Statements contained in this annual report include “forward-looking statements” within the meaning of such term in Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause actual financial or operating results, performances or achievements expressed or implied by such forward-looking statements not to occur or be realized. Forward-looking statements made in this annual report generally are based on our best estimates of future results, performances or achievements, predicated upon current conditions and the most recent results of the companies involved and their respective industries. Forward-looking statements may be identified by the use of forward-looking terminology such as “may”, “will”, “could”, “should”, “project”, “expect”, “believe”, “estimate”, “anticipate”, “intend”, “continue”, “potential”, “opportunity” or similar terms, variations of those terms or the negative of those terms or other variations of those terms or comparable words or expressions. Potential risks and uncertainties include, among other things, such factors as:

Readers are urged to carefully review and consider the various disclosures made by us in this annual report and our other filings with the U.S. Securities and Exchange Commission (the “SEC”). These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this annual report speak only as of the date hereof and we disclaim any obligation to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Except as otherwise indicated by the context, references in this annual report to:

Our mission is to become a ~~nationwide~~ leader in ~~providing out-of-home~~ advertising ~~in China, primarily serving the needs of branded corporate~~media and actively serve brand customers. Our ~~business direction~~service is to ~~not just selling air-time for its media panels but also started working closely~~provide our brand customers with ~~property developers~~integrated intelligent marketing solutions based on big data. We are committed to actively developing a new core retail channel “Community Channel" in ~~media planning for the property at the very early stage. As a media planner we share~~ the advertising ~~profits with~~field and strive to continue to develop this core to the ~~property developers without paying significant rights fees, so we expect to achieve~~whole of China in the future of each large and small community that makes us a ~~positive return from these projects.~~leader in the core of the advertising industry.

We were incorporated under the laws of the State of Delaware on September 10, 1993, under the name EC Capital Limited. Our predecessor companies were involved in a variety of businesses and were operated by various management teams under different operating names. Between 2004 and 2006 we operated under the name Teda Travel Group Inc., which was primarily engaged in the provision of management services to hotels and resorts in China. On August 1, 2006, we changed our name to “Network CN Inc.” in order to better reflect our new vision to build a nationwide information and entertainment network in China.

~~Completes Additional Private Placement~~Our Business in Chengdu and Tianjin

The Company actively developing its advertising network and explored new media project in Chengdu and Tianjin, China. The Company has established two newly subsidiaries, NCN (Chengdu) Culture Media Co., Ltd, (“NCN Chengdu”) and NCN (Tianjin) Culture Co., Ltd (“NCN Tianjin”), a wholly foreign-owned enterprise in Chengdu and Tianjin, China. The Company owns 100% of the established subsidiary companies. In January 2023, NCN Chengdu and Tianjin started its operation and acquired rights to operate advertising panels in Chengdu and Tianjin. On ~~March 28, 2019,~~January 1, 2023, NCN Chengdu and NCN Tianjin entered into employment contracts which the employees agreed to bring in the advertising rights in Chengdu and Tianjin to the Company.

The Company explored new media project in Ningbo, China and decided to restart its business and expects that will improve the Company’s future financial performance. In April 2022, the Company ~~sold an aggregate~~has established a newly subsidiary, NCN (Ningbo) Culture Media Co., Ltd (“NCN Ningbo”), a wholly foreign-owned enterprise in Ningbo, China. The Company owns 100% of ~~35,000~~the established subsidiary company, NCN Ningbo. In August 2022, NCN Ningbo started its operation and acquired rights to operate advertising panels in Ningbo, China and sell advertising airtime to our customers directly. On February 1, 2023, the Company agreed to issue 606,881 restricted shares of the Company’s common stock ~~(the “Shares”~~to the employee, Chen Zhu. On October 1, 2022, NCN Ningbo entered into an employment contract with Chen Zhu (“the employee”) under which the employee agreed to ~~9 foreign investors (the “New Investors”) pursuant~~bring in the advertising rights in Ningbo to the Company and the Company will reward him for 606,881 shares of the Company’s common stock. Pursuant to the terms of ~~a Common Stock Purchase Agreement between~~employment contract, if the employee can achieve the annual sales and profit before tax goal in 2023 and 2024, the Company will issue bonus shares of 303,441 and the New Investors, dated March 28, 2019. The purchase price paid by the New Investor for the Shares were $1.50 or $1.88 per Share for an aggregate sum of sixty-three thousand, three hundred and seventy-five U.S. dollars and thirty cents (US$63,375). Net proceeds from the financing will be used for general corporate purposes.

~~On August 16, 2019, the Company sold 5,000~~303,441 restricted shares of the Company’s common stock ~~(the “Shares”) to a foreign investor (the “Investor”) pursuant~~ to the terms of a Common Stock Purchase Agreement between the Company and the Investor, dated August 16, 2019. The purchase price paid by the Investors for the Shares was $1.875 per Share for an aggregate sum of nine thousand three hundred and seventy-five U.S. dollars (US$9,375). Net proceeds from the financing have been used for general corporate purposes.employee, respectively.

The offering was made pursuant to an exemption from registration with the SEC pursuant to Regulation S. The securities have not been registered under the Securities Act of 1933 or any state securities laws and unless so registered may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and applicable state securities laws. The Company did not grant any registration rights to the new shareholders with respect to the Shares in the offering.

On January ~~14, 2020,~~18, 2022, the Company entered into a Subscription Agreement ~~with Tsang Wai Yee Terri (“the Subscriber”)~~ under which the Subscriber agreed to purchase the 1% Senior Unsecured Convertible Note Agreement from the Company for an agreement purchase price of ~~six hundred and forty-five thousand US Dollars ($645,000).~~$2,500,000. On the same date, the Company signed the 1% Senior Unsecured Convertible Note Agreement under which the Company may sell and issue to the Subscriber up to an aggregate maximum amount of ~~$645,000~~$2,500,000 in principal amount of Convertible Notes prior to January ~~13, 2025.~~19, 2027. The Convertible Promissory Notes issued to the Investor are convertible at the holder’s option into shares of Company common stock at ~~$1.00~~$1.25 per share.

On ~~January 14, 2020,~~October 28, 2021, Keywin Holdings Limited (“Keywin”) exercised its option to purchase an aggregate of 11,764,756 shares of the Company’ common stock for an aggregate purchase price of $2,000,000.

On May 3, 2021, the Company entered into ~~a Letter of Intent~~Common Stock Agreement with ~~Earthasia Worldwide Holdings Limited (“EWHL”~~the foreign investor (the "New investor") that the Company will ~~acquire 100%~~sell an aggregate of 200,000 shares of the ~~EWHL’s issued~~Company's common stock to the New investor. Pursuant to the terms of a Common Stock Agreement between the Company and ~~outstanding stock owned~~the New investor, the purchase price paid by the ~~shareholders~~New investor for the shares were $3 per share for an aggregate sum of ~~the EWHL and the EWHL will become a wholly owned subsidiary of the Company.~~$600,000.

On July 23, 2020, the Company entered into Share Exchange Agreement with Ease Global Limited (“Ease Global”), the shareholder of Trade More Global Limited (‘Trade More”) that the Company will purchase, One Thousand and One Hundred (1,100) currently issued shares of common stock of Trade More from Ease Global and in exchange for Forty-nine Million (49,000,000) shares of newly-issued shares of common stock of the Company. The closing of the Exchange shall occur on September 2, 2020 or such other date as agreed by the parties of the Share Exchange Agreement. Upon completion of the Exchange, 78% of issued shares of common stock of the Company shall be held by the Ease Global while all of the shares of capital stock of Trade More shall be held by the Company. EWHL is a wholly owned subsidiary of Trade More.

The closing of Exchange was not completed on September 2, 2020 and was postponed due to the progress of audit. Due to the delay of completion, the Company will re-evaluate the acquisition until Ease Global can fulfill the revenue target and the internal controls over financial reporting required by the SEC. The Company will proceed to negotiate and seek approval from the board of directors and shareholders for the new share exchange terms and conditions.

On April 28, 2020, the Board of Directors and Majority of stockholders of the Company approved to increase the total number of authorized shares of Common Stock from 26,666,667 to 100,000,000,000.

On October 11, 2021, we filed a Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State to increase our authorized shares of common stock from 26,666,667 to 100,000,000,000 and the increase had approved by Delaware secretary of state on April 5, 2022. On March 22, 2023, the Board of Directors and Majority of stockholders of the Company approved to decrease the total number of authorized shares of Common Stock from 100,000,000,000 to 100,000,000.

The following chart reflects our organization structure as of the date of this annual report:

We file with the SEC our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to reports to be filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549, on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Our corporate headquarters are located ~~Office A, 18/F., Lucky Plaza, Nos. 315-321 Lockhart~~at Unit 705B, 7th Floor, New East Ocean Centre, 9 Science Museum Road, ~~Wanchai,~~TST, KLN, Hong Kong, Special Administrative Region of the People’s Republic of China. Our telephone number is + (852) ~~2833-2186.~~9625-0097. We maintain a website at www.ncnmedia.com that links to our electronic SEC filings and contains information about our subsidiaries which is not a part of this report. All the above documents are available free of charge on our website as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC.

We secured advertising rights of the advertising panels including lightboxes and mega size billboards and we will sell the airtime to our customers. During the fiscal ~~years~~year ended December 31, ~~2020~~2022 and ~~2019, we did not provide any services.~~2021, our advertising revenue was $106,498 and $nil, respectively.

In some of our ~~current and~~ past media projects, we are responsible for installing advertising panels and billboards. We design the shape of our advertising panels and billboards according to the terms approved in the relevant PRC governmental documents. We identify suppliers of component parts used in our advertising panels and contract assembly of our advertising panels to third-party contract assemblers who assemble our advertising panels according to our specification. We select component suppliers based on price and quality. During the fiscal years ended December 31, ~~2020~~2022 and ~~2019,~~2021, we did not install any advertising panels and ~~billboards and no~~billboards. We secured advertising rights contracts were signed in ~~2020 and 2019.~~2022 with around 160 advertising panels.

Our customers include ~~large~~ international and domestic brand name customers. ~~Our operations were negatively affected by a variety of factors including slower economic growth in PRC, slower than expected consumer acceptance of~~During the ~~digital form of advertising media and customers continued to be cost-conscious in their advertising budget. To address these unfavorable market conditions,~~fiscal year ended December 31, 2022, we implement cost-cutting measures with reductions in our workforce in particular the direct sales force. The reduced selling power and strong competition from other media companies resulted in the Company having no customer for 2020 and 2019.had five customers.

~~We sell our services through our direct~~No sales ~~force as well as through domestic advertising agencies. We employ sales professionals in~~and marketing expense has been incurred for the ~~PRC~~fiscal years 2022 and provide them in-house training to ensure we operate closely with and provide a high level of support to our customers. Selling through domestic advertising agencies enables us to leverage our direct sales resources and reach additional customers.

As of ~~March 30, 2021,~~April 13, 2023, we do not have any registered trademarks, copyrights, licenses or patent rights.

No material costs have been incurred on research and development activities for the fiscal years ~~2020~~2022 and ~~2019.~~2021. We do not expect to incur significant research and development costs in the coming future.

As of December 31, ~~2020,~~2022, the Company and its subsidiaries and variable interest entities had ~~approximately 2~~eight employees at our office located at Hong Kong and PRC, all of which are full-time employees.

Our employees are not represented by a labor organization or covered by a collective bargaining agreement. We believe that we maintain a satisfactory working relationship with our employees and we have not experienced any significant labor disputes or work stoppage or any difficulty in recruiting staff for our operations.

We are required under PRC law to make contributions to employee benefit plans at specified percentages of the after-tax profit. In addition, we are required by the PRC law to cover our employees in China with various type of social insurance. We believe that we are in material compliance with the relevant PRC laws.

The principal regulations governing the advertising businesses in China include:

These regulations stipulate that companies that engage in advertising activities must obtain from the SAIC or its local branches a business license which specifically includes operating an advertising business within its business scope. Companies conducting advertising activities without such a license may be subject to penalties, including fines, confiscation of advertising income and orders to cease advertising operations. The business license of an advertising company is valid for the duration of its existence, unless the license is suspended or revoked due to a violation of any relevant law or regulation.

We do not expect to encounter any difficulties in maintaining our business licenses. Our PRC advertising operating companies hold business license from the local branches of the SAIC as required by the existing PRC regulations.

PRC advertising laws and regulations set forth certain content requirements for advertisements in China, which include prohibitions on, among other things, misleading content, superlative wording, socially destabilizing content or content involving obscenities, superstition, violence, discrimination or infringement of the public interest. Advertisements for anesthetic, psychotropic, toxic or radioactive drugs are prohibited. It is prohibited to disseminate tobacco advertisements via broadcast or print media. It is also prohibited to display tobacco advertisements in any waiting lounge, theater, cinema, conference hall, stadium or other public area. There are also specific restrictions and requirements regarding advertisements that relate to matters such as patented products or processes, pharmaceuticals, medical instruments, veterinary pharmaceuticals, agrochemicals, foodstuffs, alcohol and cosmetics. In addition, all advertisements relating to pharmaceuticals, medical instruments, agrochemicals and veterinary pharmaceuticals advertised through radio, film, television, newspaper, magazine and other forms of media, together with any other advertisements which are subject to censorship by administrative authorities according to relevant laws and administrative regulations, must be submitted to the relevant administrative authorities for content approval prior to dissemination.

Advertisers, advertising operators and advertising distributors are required by PRC advertising laws and regulations to ensure that the content of the advertisements they prepare or distribute are true and in full compliance with applicable laws. In providing advertising services, advertising operators and advertising distributors must review the prescribed supporting documents provided by advertisers for advertisements and verify that the content of the advertisements comply with applicable PRC laws and regulations. In addition, prior to distributing advertisements for certain commodities, which are subject to government censorship and approval, advertising distributors and advertisers are obligated to ensure that such censorship has been performed and approval has been obtained. Violation of these regulations may result in penalties, including fines, confiscation of advertising income, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information. In circumstances involving serious violations, the SAIC or its local branches may revoke violators’ licenses or permits for advertising business operations. Furthermore, advertisers, advertising operators or advertising distributors may be subject to civil liability if they infringe on the legal rights and interests of third parties in the course of their advertising business. We have implemented procedures to ensure the content of our advertisement are properly reviewed and the advertisement would only be published upon the receipt of content approval from the relevant administrative authorities. However, we provide no assurance that all the content of the advertisement are true and in full compliance with applicable laws.

The Advertising Law stipulates that the exhibition and display of out-of-home advertisements must not:

In ~~additional~~addition to the Advertising Law, the SAIC promulgated the Out-of-home Advertising Registration Administrative Regulations on December 8, 1995, as amended on December 3, 1998, and May 22, 2006, which governs the out-of-home advertising industry in China.

Out-of-home advertisements in China must be registered with the local SAIC before dissemination. The advertising distributors are required to submit a registration application form and other supporting documents for registration. After review and examination, if an application complies with the requirements, the local SAIC will issue an Out-of-home Advertising Registration Certificate for such advertisement. Many municipal cities of China have respectively promulgated their own local regulations on the administration of out-of-home advertisements. Those municipal regulations set forth specific requirements on the out-of-home advertisements, such as the allowed places of dissemination and size requirements of the out-of-home advertisement facilities.

In addition to the regulations on out-of-home advertisements, the placement and installation of LED billboards are also subject to municipal local zoning requirements and relevant governmental approvals of the city where the LED billboards located. In Shanghai, prior to the placement and installation of LED billboards, installers are required to apply for an out-of-home advertising registration certificate for each LED billboard subject to a term of use approved by local government agency for each LED billboard. If the existing LED billboards placed by our LED location provider or us are required to be removed, the attractiveness of this portion of our advertising network will be diminished.

The principal regulation governing foreign currency exchange in China is the Rules on Foreign Exchange Control (1996), as amended. Under these rules, Renminbi is freely convertible for trade and service-related foreign exchange transactions, but not for direct investment, loan or investment outside China without the prior approval of the State Administration for Foreign Exchange of the PRC or other relevant authorities is obtained.

Pursuant to the Rules on Foreign Exchange Control, foreign investment enterprises in China may purchase foreign currency without the approval of the State Administration for Foreign Exchange of the PRC for trade and service-related foreign exchange transactions by providing commercial documents evidencing these transactions. They may also exchange Renminbi into foreign currencies (subject to a cap approved by the State Administration for Foreign Exchange of the PRC) to satisfy foreign exchange liabilities or to pay dividends. However, the relevant PRC government authorities may limit or eliminate the ability of foreign investment enterprises to purchase and retain foreign currencies in the future. In addition, foreign exchange transactions for direct investment, loan and investment outside China are still subject to limitations and require approvals from the State Administration for Foreign Exchange of the PRC.

The principal regulations governing distribution of dividends of wholly foreign-owned companies include:

Under these regulations, foreign investment enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, wholly foreign-owned enterprises in China are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain reserve funds, until such reserve funds have reached 50% of the enterprise’s registered capital. These reserves are restricted and not distributable as cash dividends.

We have not received any dividends or fees from our PRC subsidiaries or affiliated Chinese entities in the past three years. As all our PRC subsidiaries are currently still operating at a net loss, we are unable to estimate the time to receive dividends or other fees.

The Enterprise Income Tax Law, or EIT Law, was promulgated by the PRC’s National People’s Congress on March 16, 2007 to introduce a new uniform taxation regime in the PRC. Both resident and non-resident enterprises deriving income from the PRC were subject to the EIT Law from January 1, 2008. It applies a single income tax rate to all enterprises in the PRC. Under this EIT Law, enterprises that qualify as “new and high technology enterprises” (“high-tech companies”) are entitled to a preferential tax rate of 15% and in other very limited situation entities may be subject to a EIT rate of 20%, but the general EIT rate is 25%.

We believe that each of our PRC operating entities were resident enterprises and subject to the enterprise income tax rate of 25% for their global income. We do not believe that any of our off-shore entities are resident enterprises as our off-shore entities didn’t provide any services in the PRC and their management and controls are all located outside China; permanent establishment does not exist and hence they would not fall into the resident enterprise category. However, we cannot provide assurance that all our offshore operating entities are not “resident enterprises” as there are substantial uncertainties regarding the interpretation and implementation of current PRC tax rule and regulation.

The Company's operations are subject to various environmental regulations. We believe that we are in substantial compliance with applicable laws, rules and regulations relating to the protection of the environment and that our compliance will have no material effect on our capital expenditures, earnings or competitive position.

Smaller reporting companies are not required to provide the information required by this item.

We maintain our head office in Hong Kong at ~~Office A, 18/F., Lucky Plaza, Nos. 315-321 Lockhart~~Unit 705B, 7th Floor, New East Ocean Centre, 9 Science Museum Road, ~~Wanchai,~~TST, KLN, Hong Kong.

We believe that all our properties have been adequately maintained, are generally in good condition, and are suitable and adequate for our business.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are not a party to or otherwise involved in any pending legal proceedings.

Since August 1, 2006, our common stock has been quoted on the Over-the-Counter Bulletin Board, or OTCBB, maintained by the Financial Industry Regulatory Authority (“FINRA”), under the symbol “NWCN.” From February 2011 to February 2012, our common stock, along with the securities of over 600 other issuers, was transferred from the ~~OTCBB~~OTCQB automated quotation system to the ~~OTCQB,~~OTC Pink, which is part of the OTC Market Group's quotation system, due to the quotation inactivity by our market makers. ~~However,~~On January 21,2022, the Company announced that had has received approval from OTC Markets Group for its securities to be designated as trading on the OTCQB Venture Market Exchange as of January 21 ,2022, under the OTCQB ticker symbol OTCQB: NWCN. From July 2022 January 2023, our common stock was transferred to the OTC Expert Market and in ~~February 2012,~~January 2023, our common stock resumed quotation on the ~~OTCBB as well. On March 1, 2017, the last reported sales price of our common stock on the OTCBB was $0.3 per share.~~OTC PINK.

On September 16, 2011, we filed a Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State to effect a 1-for-5 reverse stock split of our outstanding common stock and a reduction of our authorized shares of common stock from 2,000,000,000 to 400,000,000. The CUSIP number for our common stock has been changed to 64125G209 accordingly. On September 21, 2011, FINRA approved the reverse split of our common stock and it commenced trading on a post-split basis on September 22, 2011.

On August 11, 2015, we filed a Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State to effect a 1-for-15 reverse stock split of our outstanding common stock and a reduction of our authorized shares of common stock from 400,000,000 to 26,666,667. The new CUSIP number for the Company’s common stock is 64125G 308 accordingly. On August 10, 2015, the Financial Industry Regulatory Authority (FINRA) approved the reverse split and it commenced trading on a post-split basis on August 11, 2015.

On April 28, 2020, the Board of Directors and Majority of stockholders of the Company approved to increase the total number of authorized shares of Common Stock from 26,666,667 to 100,000,000,000. On October 11, 2021, we filed a Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State to increase our authorized shares of common stock from 26,666,667 to 100,000,000,000 and the increase had approved by Delaware secretary of state on April 5, 2022. On March 22, 2023, the Board of Directors and Majority of stockholders of the Company approved to decrease the total number of authorized shares of Common Stock from 100,000,000,000 to 100,000,000.

The following table sets forth, for the periods indicated, the high and low closing prices of our common stock. These prices reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

	Closing Prices (1)				Closing Prices (1)
	High		Low		High	Low
FISCAL YEAR ENDED DECEMBER 31, 2020:
FISCAL YEAR ENDED DECEMBER 31, 2022:
Fourth Quarter	$	1.95	$	0.70	$0.55	$0.55
Third Quarter	$	1.90	$	0.23	$1.55	$0.55
Second Quarter	$	1.70	$	1.10	$1.69	$0.72
First Quarter	$	1.10	$	0.57	$1.69	$0.67

FISCAL YEAR ENDED DECEMBER 31, 2019:
FISCAL YEAR ENDED DECEMBER 31, 2021:
Fourth Quarter	$	0.50	$	0.23	$2.60	$1.58
Third Quarter	$	0.57	$	0.43	$3.30	$0.20
Second Quarter	$	0.90	$	0.65	$0.75	$0.15
First Quarter	$	0.75	$	0.68	$1.72	$0.68

As of ~~March 30, 2021,~~April 13, 2023, the Company had approximately ~~197~~200 stockholders of record and ~~8,774,263~~21,355,899 shares of common stock were issued and outstanding. Because some of our common stock is held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

In December 2012, we changed our registrar and transfer agent for our common stock from Globex Transfer, LLC. to Pacific Stock Transfer Company. Their address is 6725 Via Austi Pkwy, Suite 300 Las Vegas, NV, USA and their telephone number and facsimile are +1 (702) 361-3033 and +1 (702) 433-1979, respectively.

The Company has not declared any dividends since incorporation and does not anticipate doing so in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Our subsidiaries in the PRC may pay dividends to us through our Hong Kong subsidiaries, ~~Cityhorizon Hong Kong and Crown Winner International~~NCN Group (Global) Limited. Current PRC regulations only allow our subsidiaries to pay dividends to us out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Also in accordance with its articles of association, each of our subsidiaries in the PRC is required to allocate to its enterprise development reserve at least 10% of its respective after-tax profits determined in accordance with the PRC accounting standards and regulations. Each of our subsidiaries in the PRC may stop allocations to its general reserve if such reserve has reached 50% of its registered capital. Allocations to the reserve can only be used for making up losses and other specified purposes and may not be paid to us in forms of loans, advances, or cash dividends. Dividends paid by our PRC subsidiaries to ~~Cityhorizon Hong Kong and Crown Winner International~~NCN Group (Global) Limited, our Hong Kong subsidiaries, will not be subject to Hong Kong capital gains or other income tax under current Hong Kong laws and regulations because they will not be deemed to be assessable income derived from or arising in Hong Kong.

We have not received any dividends or any other fees, including consulting fees, from our PRC subsidiaries or our affiliated Chinese entities in the past three years as all of our PRC operating companies, including our PRC subsidiaries and variable interest entities, are currently operating at an accumulated deficit and the above dividend restriction prevent us from receiving any dividends in the short term until they turn into accumulated profit. As such, we could only receive funds from them through the repayment of intercompany loans by our PRC subsidiaries or charging them service fees through the provision of management services. If our PRC operating entities continue to operate at a net loss, we will need to raise funds through the issuance of equity and debt securities to satisfy future payment requirements, and there is no assurance that we will be successful in raising such funds.

Our board of directors has discretion on whether to pay dividends unless the distribution would render us unable to repay our debts as they become due. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. For instance, the terms of the outstanding promissory notes issued ~~to affiliated funds of Och-Ziff on April 2, 2014~~ contain restrictions on the payment of dividends. The dividend restrictions provide that the Company or any of its subsidiaries shall not declare or pay dividends or other distributions in respect of the equity securities of such entity other than dividends or distributions of cash which amounts during any 12-month period that exceed ten percent (10%) of the consolidated net income of the Company based on the Company’s most recent audited financial statements disclosed in the Company’s annual report on Form 10-K (or equivalent form) filed with the U.S. Securities and Exchange Commission.

See Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, “Securities Authorized for Issuance Under Equity Compensation Plans”.

During the past two years, we did not offer or sell any unregistered securities that were not previously disclosed in a quarterly report on Form 10-Q or in a current report on Form 8-K.

No repurchases of our common stock were made during our fiscal year ended December 31, ~~2020.~~2022.

Smaller reporting companies are not required to provide the information required by this item.

The following management’s discussion and analysis should be read in conjunction with our consolidated financial statements and the notes thereto and the other financial information appearing elsewhere in this annual report. In addition to historical information, the following discussion contains certain forward-looking information. See “Special Note Regarding Forward-Looking Statements” above for certain information concerning those forward looking statements. Our consolidated financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP. References in this Report to a particular “fiscal” year are to our fiscal year ended on December 31.

Our mission is to become a ~~nationwide~~ leader in ~~providing out-of-home~~ advertising ~~in China, primarily serving the needs of branded corporate~~media and actively serve brand customers. Our ~~business direction~~service is to ~~not just selling air-time for its media panels but also started working closely~~provide our brand customers with ~~property developers~~integrated intelligent marketing solutions based on big data. We are committed to actively developing a new core retail channel “Community Channel" in ~~media planning for~~ the ~~property at~~Chinese advertising field and strive to continue to develop this core to the ~~very early stage. As~~whole of China in the future of each large and small community that makes us a ~~media planner we share~~leader in the core of the advertising ~~profits with the property developers without paying significant rights fees, so we expect to achieve a positive return from these projects.~~industry.

~~There was no~~Total advertising revenue for the years ended December 31, ~~2020~~2022 and ~~2019.~~2021 was $106,498 and $nil, respectively. Our net ~~profit/(loss)~~loss profit was ~~$4,869,156~~$925,278 and ~~($893,701)~~$1,215,636 for the years ended December 31, ~~2020~~2022 and ~~2019~~2021 respectively. The Company will continually explore new media projects in order to provide a wider range of media and advertising ~~services, rather than focusing primarily on LED media.~~services.

~~Completes Additional Private Placement~~In December 2019, an outbreak of COVID-19 was identified in China and was subsequently recognized as a global pandemic by the World Health Organization (“WHO”) on March 11, 2020. Since that time, COVID-19 has spread around the world and throughout the United States, including in the regions and countries in which we operate. Federal, state and local governments in the U.S and around the world have imposed restrictions on travel and business operations and are advising or requiring individuals to limit or eliminate time outside of their homes. Temporary closures of businesses have also been ordered in certain jurisdictions, and other businesses have temporarily closed voluntarily. These actions expanded significantly in March and April of 2020 throughout the U.S. Consequently, the COVID-19 outbreak has severely restricted the level of economic activity in the U.S. and around the world.

~~On March 28, 2019,~~The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as quarantines and shelter in place orders. These measures may remain in place for a significant period of time and adversely affect our business, operations and financial condition as well as the business, operations and financial conditions of our business partners. The spread of the virus has also caused us to modify our business practices (including employee work locations and cancellation of physical participation in meetings) in ways that may be detrimental to our business (including working remotely and its attendant cybersecurity risks). We may take further actions as may be required by government authorities or that we determine are in the best interests of our employees. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities.

There has been no material adverse impact on the Company’s 2021 results of operations to date. The effect of COVID-19 and related events, those not yet known or knowable, could have a negative effect on the stock price, business prospects, financial condition, and results of operations of the Company, ~~sold an aggregate~~including as a result of ~~35,000~~quarantines, market volatility, market downturns and business closures.

For the reasons discussed above, the Company cannot reasonably estimate with any degree of certainty the future impact COVID-19 may have on the Company’s results of operations, financial position, and liquidity. Notwithstanding any actions by national, state, and local governments to mitigate the impact of COVID-19 or by the Company to address the adverse impacts of COVID-19, there can be no assurance that any of the foregoing activities will be successful in mitigating or preventing significant adverse effects on the Company.

The Company actively developing its advertising network and explored new media project in Chengdu and Tianjin, China. The Company has established two newly subsidiaries, NCN (Chengdu) Culture Media Co., Ltd, (“NCN Chengdu”) and NCN (Tianjin) Culture Co., Ltd (“NCN Tianjin”), a wholly foreign-owned enterprise in Chengdu and Tianjin, China. The Company owns 100% of the established subsidiary companies. In January 2023, NCN Chengdu and Tianjin started its operation and acquired rights to operate advertising panels in Chengdu and Tianjin. On January 1, 2023, NCN Chengdu and NCN Tianjin entered into employment contracts which the employees agreed to bring in the advertising rights in Chengdu and Tianjin to the Company.

The Company explored new media project in Ningbo, China and decided to restart its business and expects that will improve the Company’s future financial performance. In April 2022, the Company has established a newly subsidiary, NCN (Ningbo) Culture Media Co., Ltd (“NCN Ningbo”), a wholly foreign-owned enterprise in Ningbo, China. The Company owns 100% of the established subsidiary company, NCN Ningbo. In August 2022, NCN Ningbo started its operation and acquired rights to operate advertising panels in Ningbo, China and sell advertising airtime to our customers directly. On February 1, 2023, the Company agreed to issue 606,881 restricted shares of the Company’s common stock ~~(the “Shares”~~to the employee, Chen Zhu. On October 1, 2022, NCN Ningbo entered into an employment contract with Chen Zhu (“the employee”) under which the employee agreed to ~~9 foreign investors (the “New Investors”) pursuant~~bring in the advertising rights in Ningbo to the Company and the Company will reward him for 606,881 shares of the Company’s common stock. Pursuant to the terms of ~~a Common Stock Purchase Agreement between~~employment contract, if the employee can achieve the annual sales and profit before tax goal in 2023 and 2024, the Company will issue bonus shares of 303,441 and the New Investors, dated March 28, 2019. The purchase price paid by the New Investor for the Shares were $1.50 or $1.88 per Share for an aggregate sum of sixty-three thousand, three hundred and seventy-five U.S. dollars and thirty cents (US$63,375). Net proceeds from the financing will be used for general corporate purposes.

On May 3, 2021, the Company entered into ~~a Letter of Intent~~Common Stock Agreement with ~~Earthasia Worldwide Holdings Limited (“EWHL”)~~the New investor that the Company will ~~acquire 100%~~sell an aggregate of 200,000 shares of the ~~EWHL’s issued~~Company's common stock to the New investor. Pursuant to the terms of a Common Stock Agreement between the Company and ~~outstanding stock owned~~the New investor, the purchase price paid by the ~~shareholders~~New investor for the shares were $3 per share for an aggregate sum of ~~the EWHL and the EWHL will become a wholly owned subsidiary of the Company.~~$600,000.

Revenues. Our revenues consist primarily of income from out-of-home advertising panels. We recognize revenue in the period when advertisements are either aired or published. Revenues for the year ended December 31, 2022 was $106,498, as compared to $nil for the prior year, the increase was attributed to the start of business in Ningbo, China in August 2022.

Cost of Revenues. Cost of revenues primarily consists of fees to obtain rights to operate advertising panels. Cost of revenues for the year ended December 31, 2022 was $82,898 as compared to $nil for the prior year, the increase was attributed to the start of business in Ningbo, China in August 2022.

Gross Profit. Our gross profit for the year ended December 31, 2022 was $23,600 compared to $nil for 2021.

General and Administrative Expenses. General and administrative expenses primarily consist of compensation related expenses (including salaries paid to executive and employees, rental expenses, depreciation, ~~expenses,~~ fees for professional services, travel expenses and miscellaneous office expenses. General and administrative expenses for the year ended December 31, ~~2020 decreased~~2022 increased by ~~6.70%~~31.9% to ~~$292,490,~~$631,938 compared to ~~$313,476~~$479,018 for the year ended December 31, ~~2019.~~2021. The ~~decrease~~increase in general and administrative expenses was mainly due to ~~decrease of salaries on wage subsidy granted by Hong Kong Government~~the increase in ~~2020~~franchise tax, salary, audit fee and office expenses such as rent.

Stock Based Compensation for services – Stock Based Compensation for services for the year ended December 31, ~~2020.~~

2022 was $24,000, compared to $217,475 for the year ended December 31, 2021. The decrease was mainly due to no stock granted to directors in 2022.

Gain from ~~write-off~~Write-off of ~~long aged payables~~Long Aged Payables – Gain from write-off of long-aged payables for the year ended December 31, ~~2020~~2022 was ~~$394,522,~~$nil, compared to ~~$nil~~$708 for the year ended December 31, ~~2019.~~2021. We believe the obligation for future settlement for such long-aged payables is remote and therefore wrote them off.

~~Gain on extinguishment of debt~~Government Grant – ~~Gain on extinguishment of debt~~Government Grant for the year ended December 31, ~~2020~~2022 was ~~$5,299,726,~~$3,286, compared to $nil for the year ended December 31, ~~2019. The gain was due to~~2021. Government grants mainly represent amounts granted by Hong Kong government for subsidize the ~~abandonment of convertible note from the noteholders in December 2020.~~salary.

Interest and Other Debt-Related Expenses. Interest and other debt-related expenses for the year ended December 31, ~~2020~~2022 decreased to ~~$532,603~~$296,230 or by ~~7.63%~~43.02%, compared to ~~$576,590~~$519,851 for the year ended December 31, ~~2019.~~ 2021. The decrease was ~~mainly~~ due from the conversion of short term loan to ~~decrease in short-term loan interests from 1.5% per month to 1% per annum with the amount of $128,205 from January 2020.~~convertible note.

Income Taxes. The Company derives all of its income in the PRC and is subject to income tax in the PRC. No income tax was recorded for the years ended December 31, ~~2020~~2022 and ~~2019~~2021 as the Company and all of its subsidiaries and variable interest entities operated at a tax loss in fiscal ~~2020~~2022 and ~~2019.~~2021.

Net ~~profit/(loss)~~Loss. The Company incurred a net ~~profit~~loss of ~~$4,869,156~~$925,278 for the year ended December 31, ~~2020~~2022 and ~~net loss of $893,701~~$1,215,636 for the year ended December 31, ~~2019, an increase~~2021, a decrease of ~~645%~~ 31.48%. The ~~increase~~decrease in net ~~profit~~loss was primarily due to ~~no gain on extinguishment~~decrease in interest expenses which was due from the conversion of ~~debt for the year ended December 31, 2019.~~short term loan to convertible note.

As of December 31, ~~2020,~~2022, current assets were ~~$105,967~~$103,216 and current liabilities were ~~$7,234,861.~~$3,972,398. Cash as of December 31, ~~2020~~2022 was ~~$5,967~~$20,351 compared to ~~$5,510~~$21,677 as of December 31, ~~2019, an~~2021, a decrease of $1,326. This was mainly attributable to the increase ~~of $457. The increase was due to increase funds from other payables~~in payments for expenses during the year ended December ~~2020.~~31, 2022.

The following table sets forth a summary of our cash flows for the ~~periods indicated:~~Years Ended December 31:

	Years ended December 31,
	2020			2019			2022			2021
Net cash used in operating activities	$	(665,693	)	$	(125,060	)	$	(198,403	)	$	(441,146	)
Net cash used in investing activities		(617	)		-			(1,078	)		(2,422	)
Net cash provided by financing activities		666,446			107,915			197,161			459,077
Effect of exchange rate changes on cash		321			(29	)		994			201
Net increase (decrease) in cash		457			(17,174	)
Net (decrease) / increase in cash								(1,326	)		15,710
Cash at the beginning of year		5,510			22,684			21,677			5,967
Cash at the end of year	$	5,967		$	5,510		$	20,351		$	21,677

Net cash used in operating activities for the year ended December 31, ~~2020~~2022 was ~~$665,693,~~$198,403, as compared with ~~$125,060~~$441,146 for the year ended December 31, ~~2019, increase~~2021, a reduction of ~~$540,633.~~$242,743. The ~~increase~~decrease in net cash used in operating activities was mainly attributable to the increase of payment to administrative service providers and ~~payment for interest for short term loan.~~utilization of prior year’s prepayment.

Net cash used in investing activities for the ~~year~~years ended December 31, ~~2020~~2022 and 2021 was ~~$617~~$1,078 and ~~$nil~~$2,422, respectively, for ~~2019 which~~the purchases of ~~computer during the year ended December 31, 2020.~~computers.

Net cash provided by financing activities was ~~$666,446~~$197,161 for the year ended December 31, ~~2020,~~2022, as compared with ~~$107,915~~$459,077 for the year ended December 31, ~~2019.~~2021. The ~~increase~~decrease was mainly due to the decrease in proceeds from private placement financing our operations and offset by increase in proceeds from ~~convertible note financing our operations for the year ended December 31, 2020.~~short-term loans.

As of December 31, ~~2020,~~2022 and 2021, the Company recorded an aggregated amount of $1,165,372 and $2,973,211 of short-term ~~loans.~~loans, respectively. Those loans were borrowed from a shareholder and an unrelated ~~individuals. Those~~individual. Except for the loan of $128,205 from an unrelated individual that are unsecured, bearing yearly interest of 1% and are repayable on demand, the remaining loans ~~with an aggregate amount of $2,845,006~~ are unsecured, bear a monthly interest of 1.5% and ~~shall be~~are repayable ~~in one month and loan with an aggregate amount of $128,205 is unsecured, bear a yearly interest of 1% and shall be repayable in one month.~~on demand. However, according to the agreement, the Company shall have the option to shorten or extend the life of those short-term loans if the need arises and the Company has agreed with the lender to extend the short-term loans on the due date. ~~Up to~~On January 18, 2022, the Company issued convertible notes of US$2,500,000 which is for setting off against the short-term loans and interest payable. As of the date of this report, ~~those loans have not yet been repaid.~~

Asthe balance of December 31, 2019, the Company recorded an aggregated amount of $2,951,765 of short-term loans. Those loans were borrowed from an unrelated individual. Those loans are unsecured, bear a monthly interest of 1.5% and repayable on demand. Up to the date of this report, those loans$1,165,372 have not yet been repaid.

The Company acquired of assets ~~$617~~$1,078 and $2,422 during the year ended December 31, ~~2020~~2022 and ~~$nil for 2019.~~2021 respectively.

The following table presents certain payments due under contractual obligations with minimum firm commitments as of December 31, ~~2020:~~2022:

(a) Debt Obligations. InWe issued an aggregate of $645,000 in 1% Convertible Promissory Notes in January 2020 and such 1% Convertible Promissory Notes matured in January 2025 and we issued ~~a new % Senior Unsecured~~an aggregate of $2,500,000 in 1% Convertible ~~Note which~~Promissory Notes in January 2022 and such 1% Convertible Promissory Notes matured onin January ~~13, 2025.~~2027. For details, please refer to ~~the~~ Note 811 of the consolidated financial statements.

(b) Short Term ~~Loan.~~ Loan~~We have entered into short-term loan agreements with unrelated individuals.~~ Those loans ~~with~~were borrowed from a shareholder and an ~~aggregate amount~~unrelated individual. Except for loan of ~~$2,845,006~~$128,205 from an unrelated individual that are unsecured, bearing yearly interest of 1% and are repayable on demand, the remaining loans are unsecured, bear a monthly interest of 1.5% and ~~shall be~~are repayable ~~in one month and loan with an aggregate amount of $128,205 is unsecured, bear a yearly interest of 1% and shall be repayable in one month.~~on demand. However, according to the agreement, the Company shall have the option to shorten or extend the life of those short-term loans if the need arises and the Company has agreed with the lender to extend the short-term loans on the due date. ~~Up to~~On January 18, 2022, the Company issued convertible notes of US$2,500,000 which is for setting off against the short-term loans and interest payable. As of the date of this report, ~~those loans~~the balance of $1,165,372 have not yet been ~~repaid.~~repaid.

Our cash flow projections indicate that our current assets and projected revenues from our existing project will not be sufficient to fund operations over the next twelve months. This raises substantial doubt about our ability to continue as a going concern. We intend to rely on ~~Keywin’s exercise of its outstanding option to purchase $2 million in shares of our common stock or on the issuance of additional equity and~~ debt securities as well as on our notes’ holders’ exercise of their conversion option to convert our notes to our common stock, in order to fund our operations. However, it may be difficult for us to raise funds in the current economic environment. If adequate capital is not available to us, we may need to sell assets, seek to undertake a restructuring of our obligations with our creditors, or even cease our operations. We cannot give assurance that ~~we will be able to generate sufficient revenue or raise new funds, or that Keywin will exercise its option before their expiration and~~ our notes’ holder will exercise their conversion option before the note is due. In any such case, we may not be able to continue as a going concern.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors.

The preparation of our consolidated 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. On an ongoing basis, we evaluate our estimates, including but not limited to those related to income taxes and impairment of long-lived assets. We base our estimates on historical experience and on various other assumptions and factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Based on our ongoing review, we plan to adjust to our judgments and estimates where facts and circumstances dictate. Actual results could differ from our estimates.

We believe the following critical accounting policies are important to the portrayal of our financial condition and results and require our management's most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain.

These consolidated financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”).

The consolidated financial statements include the financial statements of Network CN Inc., its subsidiaries and variable interest entities for which it is the primary beneficiary. These variable interest entities are those in which the Company, through contractual arrangements, bears the risks and enjoys the rewards normally associated with ownership of the entities. Upon making this determination, the Company is deemed to be the primary beneficiary of these entities, which are then required to be consolidated for financial reporting purpose. All significant intercompany transactions and balances have been eliminated upon consolidation.

The Company's consolidated financial statements ~~have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) which~~ requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expense during the reporting period. Estimates are used when accounting for certain items such as accounting for income tax valuation allowances. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ.

Cash includes cash on hand, cash accounts, and interest-bearing savings accounts placed with banks and financial institutions. For the purposes of the statements of cash flow, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents balance as of December 31, 2022 and December 31, 2021.

Equipment is stated at cost less accumulated depreciation and impairment losses, if any. Depreciation is provided on a straight-line basis, less estimated residual values over the assets’ estimated useful lives. The estimated useful lives are as follows:

When equipment is retired or otherwise disposed of, the related cost, accumulated depreciation and provision for impairment loss, if any, are removed from the respective accounts, and any gain or loss is reflected in the consolidated statements of operations and comprehensive loss. Repairs and maintenance costs on equipment are expensed as incurred.

Long-lived assets, such as equipment, are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset exceeds the sum of the undiscounted cash flows expected to be generated from the asset’s use and eventual disposition. An impairment loss is measured as the amount by which the carrying amount exceeds the fair value of the asset calculated using a ~~discounted~~undiscounted cash flow analysis. There was no impairment of long-lived assets for the years ended December 31, ~~2020~~2021 and ~~2019.~~2020.

Intangible assets mainly acquired through purchased intangible assets. Purchased intangible assets are initially recognized and measured at cost. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are subsequently amortized over their useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired.

Identifiable intangible assets that have determinable lives continue to be amortized over their estimated useful lives using the straight-line method as follows:

Accounts receivable primarily represents revenue recognized that was not invoiced at the balance sheet date and is primarily billed and collected in the following month. Trade accounts receivable are carried at the original invoiced amount less an estimated allowance for expected credit losses based on the probability of future collection. Management determines the adequacy of the allowance based on historical loss patterns, the number of days that customer invoices are past due, reasonable and supportable forecasts of future economic conditions to inform adjustments over historical loss data, and an evaluation of the potential risk of loss associated with specific accounts. When management becomes aware of circumstances that may further decrease the likelihood of collection, it records a specific allowance against amounts due, which reduces the receivable to the amount that management reasonably believes will be collected. The Company records changes in the estimate to the allowance for expected credit losses through provision for expected credit losses and reverses the allowance after the potential for recovery is considered remote.

The Company adopted Accounting Standards Codification (ASC) Topic 842, Leases (ASC 842) effective as of January 1, 2019. Under ASC 842, the Company determines if an arrangement is or contains a lease at contract inception.

Operating lease right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term at the commencement date of the lease. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less any lease incentive received. The Company uses its incremental borrowing rate in determining the present value of lease payments based on the information available at the date of lease commencement. The incremental borrowing rate reflects the rate of interest that a lessee would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Lease expense for an operating lease is recognized on a straight-line basis over the lease term.

The Company elected to not separate non-lease components from the associated lease components and to not recognize right-of-use assets and lease liabilities for leases with a term of twelve months or less.

On April 2, 2009, the Company issued 1% unsecured senior convertible promissory notes to the previous 3% convertible promissory note holders who agreed to cancel these 3% convertible promissory notes in the principal amount of $5,000,000 (including all accrued and unpaid interest thereon), and all of the warrants, in exchange for the 1% unsecured senior convertible promissory notes in the principal amount of $5,000,000. The 1% convertible promissory notes bore interest at 1% per annum, payable semi-annually in arrears, matured on April 1, 2012, and were convertible at any time into shares of the Company’s common stock at a fixed conversion price of $1.7445 per share, subject to customary anti-dilution adjustments. Pursuant to ASC Topic 470, Debt, the Company determined that the original convertible notes and the 1% convertible notes were with substantially different terms and hence the exchange was recorded as an extinguishment of original notes and issuance of new notes.

The 1% convertible promissory notes matured on April 1, 2012 and on the same date, the Company and the note holders agreed to the following: 1) extension of the maturity date of the 1% convertible promissory notes for a period of two years and 2) modification of the 1% convertible promissory notes to be convertible at any time into shares of the Company’s common stock at a conversion price of $1.3956 per share, subject to customary anti-dilution adjustments. In all other respects not specifically mentioned, the terms of the 1% convertible promissory notes remain the same and are fully enforceable in accordance with their terms. Subsequently, the Company issued to the note holders new 1% convertible promissory notes with a maturity date of April 1, 2014. Pursuant to ASC Topic 470, the Company determined that the modification is substantially different and hence the modification was recorded as an extinguishment of notes and issuance of new notes. The Company allocated the amount of the reacquisition price to the repurchased beneficial conversion feature using the intrinsic value of that conversion feature at the extinguishment date and the residual amount was allocated to the convertible security. Thus, the Company recorded a gain on extinguishment of debt. TheNew 1% Convertible Promissory Notes, were scheduled to mature on April 1, 2014 and on March 12, 2014, the Company and the respective holders agreed to extend the maturity date of the 1% Convertible Promissory Notes for a period of two years. In all other respects not specifically mentioned, the terms of the 1% Convertible Promissory Notes shall remain the same and shall be fully enforceabledue in accordance with its terms. Subsequently, the Company issued to the note holders new 1% convertible promissory notes which mature on April 1, 2016. The Company allocated the amount of the reacquisition price to the repurchased beneficial conversion feature using the intrinsic value of that conversion feature at the extinguishment date and the residual amount was allocated to the convertible security. Thus, the Company recorded no gain or loss on extinguishment of debt.

The Company determined the modified new 1% convertible promissory notes to be conventional convertible instruments under ASC Topic 815. Its embedded conversion option qualified for equity classification. The embedded beneficial conversion feature was recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The debt discount resulting from the allocation of proceeds to the beneficial conversion feature is amortized over the term of the new 1% convertible promissory notes from the respective dates of issuance using the effective interest method.

~~On April 29, 2016, the Company received a reservation of rights letter from the note holders to reserves all of its powers, rights and privileges.~~

On January 14, 2020, the Company issued 1% unsecured senior convertible promissory notes to an individual with the principal amount of $645,000. The 1% convertible promissory notes bore interest at 1% per annum, payable semi-annually in arrears, matured on January 13, 2025, and were convertible at any time into shares of the Company’s common stock at a fixed conversion price of $1.00 per share, subject to customary anti-dilution adjustments.

The Company determined the 1% convertible promissory notes to be conventional convertible instruments under ASC Topic 815, Derivatives and Hedging. Its embedded conversion option qualified for equity classification. The embedded beneficial conversion feature was recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The debt discount resulting from the allocation of proceeds to the beneficial conversion feature is amortized over the term of the 1% convertible promissory notes did not have any embedded conversion option which shall be bifurcated and separately accounted for as a derivative under ASC 815, nor did they contain a cash conversion feature. The Company accounted for the Notes in accordance with ASC 470, as a single debt instrument. No beneficial conversion feature (the “BCF”) was recognized as the set conversion price for the Notes was greater than the fair value of the Company’s share price at date of issuance.

On January 18, 2022, the Company entered into a Subscription Agreement under which the Subscriber agreed to purchase the 1% Senior Unsecured Convertible Note Agreement from the ~~respective dates~~Company for an agreement purchase price of ~~issuance using~~two million five hundred thousand US Dollars ($2,500,000). On the ~~effective interest method.~~same date, the Company signed the with 1% Senior Unsecured Convertible Note Agreement under which the Company may sell and issue to the Subscriber up to an aggregate maximum amount of $2,500,000 in principal amount of Convertible Notes prior to January 19, 2027. The Convertible Promissory Notes issued to the Investor are convertible at the holder’s option into shares of Company common stock at $1.25 per share.

~~4) Gain on extinguishment~~The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of ~~debt~~

~~On December 16, 2020, the Company received Abandonment of interest~~a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the ~~note holders~~convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to ~~abandon, relinquish, and surrender all their rights and obligations under~~ the ~~Notes and they confirmed to receive no consideration in exchange for~~convertible notes payable. This discount is amortized over the ~~Notes. Thus, the Company recognized a gain on extinguishment of debt of $5,299,726 at~~period from the date of ~~extinguishment and~~issuance to the date the notes is due using the effective interest method. If the notes payable are retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the ~~statements~~financing transaction, if any, to the fair value of ~~operations for~~ the ~~year ended December 31, 2020.~~

In accordance with ASC 606, Revenue From Contracts with Customers, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that are within the scope of the standard, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The standard also includes criteria for the capitalization and amortization of certain contract acquisition and fulfillment costs.

The Company recognize revenue when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration we expect to be entitled to receive in exchange for such services. To achieve this core principle, we apply the following five steps:

1) Identify the contract(s) with a customer - A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to those goods or services, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. The contract term for contracts that provide a right to terminate a contract for convenience without significant penalty will reflect the term that each party has enforceable rights under the contract (the period through the earliest termination date). If the termination right is only provided to the customer, the unsatisfied performance obligations will be evaluated as customer options as discussed below.

2) Identify the performance obligations in the contract - Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both (i) capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available from third parties or from us, and (ii) are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation. Certain of our contracts (under which we deliver multiple promised services) require us to perform integration activities where we bear risk with respect to integration activities. Therefore, we must apply judgment to determine whether as a result of those integration activities and risks, the promised services are distinct on the context of the contract.

We typically do not include options that would result in a material right. If options to purchase additional services or options to renew are included in customer contracts, we evaluate the option in order to determine if our arrangement include promises that may represent a material right and needs to be accounted for as a performance obligation in the contract with the customer.

3) Determine the transaction price - The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer. Our contract prices may include fixed amounts, variable amounts or a combination of both fixed and variable amounts. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. When determining if variable consideration should be constrained, management considers whether there are factors outside our control that could result in a significant reversal of revenue. In making these assessments, we consider the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required.

4) Allocate the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (SSP) basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. For most performance obligations, we determine standalone selling price based on the price at which the performance obligation is sold separately. Although uncommon, if the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

5) Recognize revenue when (or as) we satisfy a performance obligation: we satisfy performance obligations either over time or at a point-in-time as discussed in further detail below. Revenue is recognized when the related performance obligation is satisfied by transferring control of a promised good or service to a customer.

~~The Company did not generate any revenue for the years ended December 31, 2020 and 2019.~~(L) Stock-based Compensation

~~Stock-based Compensation –~~The Company complies with ASC Topic 718, Compensation – Stock Compensation, using a modified prospective application transition method, which establishes accounting for stock-based awards in exchange for employee services. Under this application, the Company is required to record stock-based compensation expense for all awards granted. It requires that stock-based compensation cost is measured at grant date, based on the fair value of the award, and recognized as expense over the requisite services period.

The Company follows ASC topic 505-50, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock issued to consultants and other non-employees. In accordance with ACS Topic 505-50, the stock issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the stock, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to expense over the period during which services are rendered.

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced.

The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Once this threshold has been met, the Company's measurement of its expected tax benefits is recognized in its consolidated financial statements. The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense.

The Company follows ASC Topic 220, Comprehensive Income, for the reporting and display of its comprehensive income (loss) and related components in the consolidated financial statements and thereby reports a measure of all changes in equity of an enterprise that results from transactions and economic events other than transactions with the shareholders. Items of comprehensive income (loss) are reported in both the consolidated statements of operations and comprehensive income and the consolidated statement of stockholders’ deficit.

Accumulated other comprehensive income as presented on the consolidated balance sheets consisted of the accumulative foreign currency translation adjustment at period end.

Basic earnings (loss) per common share are computed in accordance with ASC Topic 260, Earning per Share, by dividing the net income (loss) attributable to holders of common stock by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares including the dilutive effect of common share equivalents then outstanding.

The diluted net profit/(loss) per common share is the same as the basic net profit/(loss) per share for the years ended December 31, 2021 and 2020 as all potential common shares including stock options and warrants are anti-dilutive and are therefore excluded from the computation of diluted net profit/(loss) per share.

The assets and liabilities of the Company’s subsidiaries and variable interest ~~entities~~entity denominated in currencies other than U.S. dollars are translated into U.S. dollars using the applicable exchange rates at the balance sheet date. For consolidated statements of operations and comprehensive loss’ items, amounts denominated in currencies other than U.S. dollars were translated into U.S. dollars using the average exchange rate during the ~~year.~~period. Equity accounts were translated at their historical exchange rates. Net gains and losses resulting from translation of foreign currency on consolidated financial statements are included in the statements of stockholders’ equity as accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are reflected in the unaudited consolidated statements of operations and comprehensive ~~loss.~~income.

ASC Topic 820, Fair Value Measurements and Disclosure, defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

It establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It establishes three levels of inputs that may be used to measure fair value:

Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The carrying value of the Company’s financial instruments, which consist of cash, prepaid expenses and other current assets, accounts payable, accrued expenses and other payables, and convertible promissory notes approximates fair value due to the short-term maturities.

The carrying value of the Company’s financial instruments related to warrants associated with convertible promissory notes is stated at a value being equal to the allocated proceeds of convertible promissory notes based on the relative fair value of notes and warrants. In the measurement of the fair value of these instruments, the Black-Scholes option pricing model is utilized, which is consistent with the Company’s historical valuation techniques. These derived fair value estimates are significantly affected by the assumptions used. As the allocated value of the financial instruments related to warrants associated with convertible promissory notes is recorded in additional paid-in capital, the financial instruments related to warrants were not required to mark to market as of each subsequent reporting period. The carrying value of the Company’s financial instruments related to options is measuring its fair value using the Black-Scholes option pricing model, which is consistent with the Company’s historical valuation techniques. The fair value of option is recorded as dividend.

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the recently issued accounting standards will not have a material impact on the Company's financial position or results of operations upon adoption.

The follow discussion about our market risk disclosures involves forward-looking statements. Actual results could differ from those projected in the forward-looking statements. We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We do not use derivative financial instruments for speculative or trading purposes.

We have no significant interest-bearing assets and our convertible promissory notes and short-term loans are fixed rate securities. Our current exposure to market risk for changes in interest rates relates primarily to the interest income generated by our cash deposits in banks and the fair value of our invested securities. Although we do not believe that interest rate has had a material impact on our financial position or results of operations to date, increase in interest rates in the future could increase interest cost on our new debt and could adversely impact our ability to refinance existing debt and limit our acquisition and development activities.

While our reporting currency is the U.S. dollar, our consolidated revenues and consolidated costs and expenses are substantially denominated in RMB. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between U.S. dollars and RMB. If the RMB depreciates against the U.S. dollar, the value of our RMB revenues, earnings and assets as expressed in our U.S. dollar financial statements will decline. If the RMB appreciates against the U.S. dollar, any new RMB-denominated investments or expenditures will be more costly to us. Assets and liabilities are translated at exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates while stockholders’ equity is translated at historical exchange rates. Any resulting translation adjustments are not included in determining net income but are included in determining other comprehensive income, a component of stockholders’ equity. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk.

The value of the RMB against the U.S. dollar and other currencies is affected by, among other things, changes in China’s political and economic conditions. Since July 2005, the RMB has not been pegged to the U.S. dollar. Although the People’s Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future, PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.

Inflationary factors such as increases in the costs to acquire advertising rights and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of revenues if the selling prices of our services do not increase with these increased costs.

The consolidated financial statements required by this item begin on page F-1 hereof.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act, is recorded, processed, summarized, and reported during the year and that such information is accumulated and communicated to our management, including our Chief Executive Officer, Earnest Leung, and our Chief Financial Officer, Shirley Cheng, as appropriate to allow timely decisions regarding required disclosure. Our internal control over financial reporting is designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and published consolidated financial statements.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as of December 31, ~~2020,~~2022, in accordance with Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Based on and as a result of this evaluation, our Chief Executive Officer and our Chief Financial Officer have determined that as of the end of the period covered by this annual report, our disclosure controls and procedures were ~~effective.~~not effective as a result of the material weaknesses in its internal control over financial reporting that existed as of such date as discussed below.

The Company’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time.

A material weakness is a deficiency, or a combination of deficiencies in internal control, such that there is a reasonable possibility that a material misstatement of the Company’s consolidated financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or combination of control deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with government.

Our management, with the participation and under the supervision of our Chief Executive Officer, Earnest Leung and our Chief Financial Officer, Shirley Cheng, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control- Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, Dr. Leung and Ms. Cheng determined that our internal control over financial reporting was effective as of December 31, ~~2020.~~2022.

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to affect, our internal control over financial reporting.

Smaller reporting companies are not required to provide the information required by this item.

Other than the policies and procedures we implemented to remediate the material weaknesses discussed above, there has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to affect, our internal control over financial reporting.

The following table sets forth the names, ages and positions held with respect to each Director and Executive Officer of the Company as of the date of this Annual Report.

Name	Age	Position	Director Since	Age	Position	Director Since

Earnest Leung	64	Chief Executive Officer and Chairperson of the Board	2009	65	Chief Executive Officer and Chairperson of the Board	2009
Shirley Cheng	42	Chief Financial Officer, Corporate Secretary and Director	2015	44	Chief Financial Officer, Corporate Secretary and Director	2015
Wong Wing Kong	54	Director	2015
Frederick Wong*				55	Director	2022

*On December 31, 2021, the Company’s Board of appointed Mr. Frederick Wong as independent director of the Company’s Board. Mr. Frederick Wong’s appointment will become effective on January 1, 2022.

Earnest Leung has served as the Company’s director since May 11, 2009, and as Chief Executive Officer and Chairperson of the Board of the Company since July 15, 2009. Dr. Leung has over 2030 years’ experience in the investment banking industry. Since November 2004, he has worked as a financial advisor and consultant in Hong Kong and currently serves as a director of Keywin Holdings Limited, an investment ~~company, and of Statezone Ltd, a financial consulting~~ company owned and controlled by Dr. Leung. From June 2009 to August 2011, he also served as a director and chief executive officer of China Boon Holdings Limited, which is listed on Hong Kong Main Board engaging in the distribution of consumer electronic products and home appliances as well as trading of scrap metals and leather and extending its business to cemetery business in 2009. Prior to that, Dr. Leung served, from September 1994 to October 2004, as Senior Director and Head of Investment, Asia for American Express Bank. Dr. Leung also held various senior investment positions with BNP ~~Paribas Bank,~~International Financial Services (HK) Limited, New Zealand Insurance and Bank of America Trust. Dr. Leung holds an honorary doctor degree from International American University. Dr. Leung was appointed as a director because of his extensive knowledge of capital markets through his various senior positions in financial institutions and because of his in-depth business management experience.

Shirley Cheng has served as the Company’s Interim Chief Financial Officer and Corporate Secretary, since April 1, 2012. She has served as the Finance Manager of NCN Group Management Limited, the Company’s subsidiary, since March 2008. ~~Ms. Cheng also currently served as J.E.M. Capital, Inc. Chief Financial Officer, Director and Corporate Secretary since November 14, 2017.~~ Prior to that, Ms. Cheng served from 2004 to 2008 as an auditor with PricewaterhouseCoopers, an international firm of certified public accountants. Ms. Cheng holds a Bachelor’s Degree in Business Administration with a major in Accountancy from the Hong Kong Baptist University and is an associate member of the Hong Kong Institute of Certified Public Accountants.

Frederick Wong ~~Wing Kong~~has ~~over 20~~almost 30 years’ experience in ~~the China Business~~accounting, internal control, financial control and ~~he is now the director and shareholder of Wideway Asia Pacific Limited. Since 2006, he~~capital markets. He currently serves as Intelligent Living Application Group Inc. (Stock Code: ILAG.Nasdaq)’s Chief Financial Officer. He has served as ~~private financial advisor~~compliance offer for China Finance Investment Holdings Limited (Stock Code: 0875.HK) from November 1, 2018 to May 31, 2020. Mr. Wong has also served as a member of the board of directors for On Real International Holdings Limited (now known as Cocoon Holdings Limited) (Stock Code: 8510.HK) since March 31, 2016 and ~~consultant~~Top Standard Corp. (Stock Code: 8245.HK) since January 24, 2020. From September 2017 to ~~various China companies. Prior to that,~~August 2018, Mr. Wong was the ~~owner~~chief financial officer of ~~manufacturing~~O Media Limited, a Macau media company in ~~China.~~gaming. He was a director of Network CN, Inc. (Stock Code: NWCN) in U.S.A. between September 2015 and July 2017, and the authorised representative and company secretary of China Oil Gangran Energy Group Holdings Limited (Stock Code: 8132.HK) from December 2015 to November 2016 and continued acting as the authorised representative until January 2017. Mr. Wong ~~was appointed~~is a CPA of Hong Kong, CPA of Canada, CPA of Australia and fellow member of Hong Kong Institute of Taxation. Mr. Wong received a Bachelor of Business Administration from the Chinese University of Hong Kong in 1989, a Bachelor or Business from the University of Southern Queensland, Australia, in 1992 and studied EMBA courses offered by the Troy University (formerly known as ~~a director because of his extensive knowledge of China markets through his various positions in China companies.~~Troy State University), Alabama, U.S. from 1999 to 2000.

We have no employees who are not executive officers, but who are expected to make a significant contribution to our business.

There are no family relationships between any directors or officers of the Company.

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, directors and beneficial owner of more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission statements of ownership and changes in ownership. The same persons are required to furnish us with copies of all Section 16(a) forms they file. We believe that, during fiscal ~~2020,~~2022, all of our executive officers, directors and beneficial owner of more than 10% of a registered class of our equity securities complied with the applicable filing requirements.

In making these statements, we have relied upon examination of the copies of all Section 16(a) forms provided to us and the written representations of our executive officers, directors and beneficial owner of more than 10% of a registered class of our equity securities.

A Code of Business Conduct and Ethics is a written standard designed to deter wrongdoing and to promote (a) honest and ethical conduct, (b) full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements, (c) compliance with applicable laws, rules and regulations, (d) prompt reporting of violations of the code to an appropriate person and (e) accountability for adherence to the Code. We are not currently subject to any law, rule or regulation requiring that we adopt a Code of Business Conduct and Ethics. However, we have adopted a code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Such code of business conduct and ethics is filed herewith as Exhibit 14.1 and is also available on our corporate website at www.ncnmedia.com.

Our Board leadership structure is currently composed of combined Chairperson of the Board of Directors and Chief Executive Officer, Chief Financial Officer and the other members of our Board of Directors are non-executive members. The Board has three outstanding committees: (1) Audit Committee; (2) Remuneration Committee and (3) Nomination Committee. All these committees are composed of non-executive directors only.

Our Board of Directors has also determined a lead independent director is not necessary and has not appointed one at this time. In making these determinations, the Board of Directors considered the relative size of the Company, the size of the Board of Directors and the fact that all the other members of the Board of Directors are non-executive directors. The Board of Directors believes that Dr. Earnest Leung serves as both Chairperson of the board and Chief Executive Officer is in the best interest of the Company and its stockholders. Dr. Leung is the director most familiar with the PRC environment and our business, possess in-depth diverse business management experience, and is most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. The current combined position of Chairperson and Chief Executive Officer promotes a unified direction and leadership for the Board and gives a single, clear focus for the chain of command for our organization, strategy and business plans. The Board of Directors also believes that our overall corporate governance policies and practices adequately address any governance concerns raised by the dual chairperson and chief executive officer role.

Our board of directors currently has three standing committees which perform various duties on behalf of and report to the board of directors: (i) audit committee, (ii) remuneration committee and (iii) nominating committee. From time to time, the board of directors may establish other committees. Each of the three standing committees is comprised entirely of independent directors as follows:

The Board of Directors has adopted a written charter for each of these committees, copies of which can be found on our website at www.ncnmedia.com.

Our board of directors established an Audit Committee in September 2007. Our Audit Committee currently consists of one member: Mr. ~~Wong Wing Kong.~~ Frederick Wong. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire. Mr. Frederick Wong ~~Wing Kong~~ serves as the chairperson of the Audit Committee.

The Audit Committee oversees our accounting, financial reporting and audit processes; appoints, determines the compensation of, and oversees, the independent auditors; pre-approves audit and non-audit services provided by the independent auditors; reviews the results and scope of audit and other services provided by the independent auditors; reviews the accounting principles and practices and procedures used in preparing our consolidated financial statements; and reviews our internal controls.

The Audit Committee works closely with management and our independent auditors. The Audit Committee also meets with our independent auditors without members of management present on regularly basis to review the results of their work. The Audit Committee also meets with our independent auditors to approve the annual scope and fees for the audit services to be performed.

~~The Audit Committee of the Company’s Board of Directors (the “Audit Committee”) consists of one non-employee director, Wong Wing Kong.~~

Management is responsible for the Company’s internal controls and the financial reporting process. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

In early 2021, the Audit Committee has reviewed and discussed with management and the independent auditors the audited consolidated financial statements in the Company’s 2020 Annual Report on Form 10-K. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee discussed with the independent auditors’ matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees”.

The Company’s independent auditors also provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent auditors their independence.

Based on the Audit Committee’s discussions with management and the independent auditors, and the Audit Committee’s review of the Company’s audited consolidated financial statements, representation of management and the report of the independent auditors to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s 2020 Annual Report on Form 10-K filed with the SEC.

Our board of directors established a Remuneration Committee in September 2007. Our Remuneration Committee consists of one member: Mr. ~~Wong Wing Kong.~~Frederick Wong.

The Remuneration Committee (i) oversees and makes general recommendations to the Board of Directors regarding our compensation and benefits policies; (ii) oversees, evaluates and approves cash and stock compensation plans, policies and programs for our executive officers; and (iii) oversees and sets compensation for the Board of Directors. Our Chief Executive Officer may not be present at any meeting of our compensation committee during which his compensation is deliberated.

All the compensation packages for executive officers and directors including both employee directors and non-employee directors are recommended and proposed by the Remuneration Committee. In determining compensation for executive officers other than the Chief Executive Officer, the Remuneration Committee considers, among other things, the recommendations of the Chief Executive Officer. However, the full Board of Directors determines all such compensation packages.

The Remuneration Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a sub-committee of the Remuneration Committee consisting of one or more members of the Committee. The Remuneration Committee has no current intention to delegate any of its authority to any subcommittee. Also, the Remuneration Committee did not engage any compensation consultants in determining or recommending the amount or form of executive and director compensation in the past.

Our board of directors established a Nominating Committee in September 2007. Our Nominating Committee currently consists of one member: Mr. ~~Wong Wing Kong.~~Frederick Wong.

The Nominating Committee (i) considers and periodically reports on matters relating to the identification, selection and qualification of the Board of Directors and candidates nominated to the Board of Directors and its committees; (ii) develops and recommends governance principles applicable to the Company; and (iii) oversees the evaluation of the Board of Directors and management from a corporate governance perspective.

Although our bylaws do not contain provisions which specifically address the process by which a stockholder may nominate an individual to stand for election to the Board of Directors at our annual meeting of stockholders, the Nominating Committee will consider director candidates recommended by stockholders. In evaluating candidates submitted by stockholders, the Nominating Committee will consider (in addition to the criteria applicable to all director candidates described below) the needs of the Board and the qualifications of the candidate, and may also take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. In general, to have a candidate considered by the Nominating Committee, a stockholder must submit the recommendation in writing and must include the following information:

The stockholder recommendation and information described above must be sent to the Corporate Secretary at Network CN Inc., ~~Office A, 18/F., Lucky Plaza, Nos. 315-321 Lockhart~~Unit 705B, 7th Floor, New East Ocean Centre, 9 Science Museum Road, ~~Wanchai,~~TST, KLN, Hong Kong. For a candidate to be considered for nomination by the Nominating Committee at an annual meeting, a stockholder recommendation must be received not less than 120 days prior to the anniversary date of the Company’s most recent annual meeting of stockholders.

The Nominating Committee does not have any formal criteria for director nominees; however, it believes that director nominees should have certain minimum qualifications, including the highest personal and professional integrity and values, an inquiring and independent mind, practical wisdom and mature judgment. In evaluating director nominees, the Nominating Committee also considers an individual’s skills, character, leadership experience, business experience and acumen, familiarity with relevant industry issues, national and international experience, and other relevant criteria that may contribute to our success. This evaluation is performed in light of the skill set and other characteristics that would most complement those of the current directors, including the diversity, maturity, skills and experience of the board as a whole, with the objective of recommending a group of persons that can best implement our business plan, develop our business and represent shareholder interests.

As described above, the Nominating Committee will consider candidates recommended by shareholders. It will also receive suggestions of candidates from current Board members, the Company’s executive officers or other sources, which may be either unsolicited or in response to requests from the Nominating Committee.

After a person has been identified by the Nominating Committee as a potential candidate, the Nominating Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. The Nominating Committee members may contact the person if the person should be considered further. Generally, the Nominating Committee may request information from the candidate, review the person’s accomplishments and qualifications and may conduct one or more interviews with the candidate and members of the committee or other Board members. In certain instances, Nominating Committee members or other Board members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have first-hand knowledge of the candidate’s accomplishments. The Nominating Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder, although, as stated above, in the case of such a candidate the Board may take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held.

Our Board of Directors recognizes that, although risk management is a primary responsibility of the Company’s management, the Board plays a critical role in oversight of risk. The Board, in order to more specifically carry out this responsibility, has assigned certain task focusing on reviewing different areas including strategic, operational, financial and reporting, compensation, compliance, corporate governance and other risks to the relevant Board Committees as summarized above. Each Committee then reports to the full Board ensuring the Board’s full involvement in carrying out its responsibility for risk management.

As of December 31, ~~2020,~~2022, there were only two Executive Officers including Chief Executive Officer and Chief Financial Officer in the Company. The Company’s Chief Executive Officer and Chief Financial Officer during fiscal year ~~2020~~2022 and the Company’s executive officer as of December 31, ~~2020,~~2022, or the Named Executive Officers are set forth below:

The Company’s executive compensation program is generally designed to align the interests of executives with the interests of shareholders and to reward executives for achieving the Company’s objectives. The executive compensation program is also designed to attract and retain the services of qualified executives.

All the compensation packages for executive officers are recommended and proposed by the Remuneration Committee. In determining compensation for executive officers, the Remuneration Committee considers the officers’ current compensation, the level of executive compensation packages for similarly situated companies, changes in cost of living, our financial condition, our operating results and individual performance. However, the full Board of Directors determines all such compensation packages.

Executive compensation generally consists of base salary, bonuses and long-term incentive equity compensation such as stock grants or additional options to purchase shares of the Company’s common stock as well as various health and welfare benefits. The Board has determined that both the base salary and long-term incentive equity compensation should be the principal component of executive compensation. The Board has not adopted a formal bonus plan, and all bonuses are discretionary.

The executive compensation for (i) the Company’s Chief Executive Officer and Chief Financial Officer and (ii) the Company’s compensated executive officer who were serving as executive officers (collectively “Named Executive Officers”) for fiscal year ~~2020~~2022 primarily consisted of base salary, long term incentive equity compensation, income tax reimbursement, and other compensation and benefit programs generally available to other employees,

Base Salary. The Board establishes base salaries for the Company’s Named Executive Officers based on the scope of their responsibilities, taking into account competitive market compensation paid by other companies in the Company’s peer group for similar positions. Generally, the Board believes that executive base salaries should be targeted near the median of the range of salaries for executives in similar positions and with similar responsibilities at comparable companies in line with our compensation philosophy.

Base salaries are reviewed annually and may be adjusted to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

Bonuses. Bonuses are intended to compensate the Named Executive Officers for achieving the Company’s financial performance and other objectives established by the Board each year. The Board currently does not adopt a formal bonus plan and all bonuses are discretionary.

Long-Term Incentive Equity Compensation. The Board believes that stock-based awards promote the long-term growth and profitability of the Company by providing executive officers with incentives to improve shareholder value and contribute to the success of the Company and by enabling the Company to attract, retain and reward the best available persons for executive officer positions. The Named Executive Officers were eligible to receive certain number of shares of common stock of the Company. The Company cannot currently determine the number or type of additional awards that may be granted to eligible participants under the long-term incentive equity compensation plan in the future. Such determination will be made from time to time by the Remuneration Committee (or Board).

Income Tax Reimbursement. Dr. Earnest Leung were fully reimbursed by the Company for their Hong Kong personal income taxes resulting from their employment under the employment agreement dated July 15, 2009.

Change-In-Control and Termination Arrangements. The employment agreements with current Named Executives may be terminated by giving the other party three-month advanced notice, except Ms. Shirley Cheng may be terminated with one-month advance notice. Other than as disclosed above, the Company does not have change-in-control arrangements with any of its current Named Executives, and the Company is not obligated to pay severance or other enhanced benefits to executive officers, unless otherwise stated in Hong Kong Employment Ordinance, upon termination of their employment.

The following table sets forth information concerning all compensation awarded to, earned by or paid during fiscal years ~~2020~~2022 and ~~2019,~~2021, to the Named Executive Officers:

Name and Principal Position	Year	Salary ($)	(1) Bonus ($)	(2) Stock Awards ($)	Options Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	(3) All Other Compensation ($)	Total ($)	Year	(1) Salary ($)	(2) Bonus ($)	(3) Stock Awards ($)	Options Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	(4) All Other Compensation ($)		Total ($)
Earnest Leung, Chief Executive Officer and Director	2020	-	-	-	-	-	-	-	-	2022	-	-	-	-	-	-	-		-
	2019	-	-	-	-	-	-	-	-	2021	-	-	-	-	-	-	-		-

Shirley Cheng Chief Financial Officer and Corporate Secretary	2020	12,308	-	-	-	-	-	615	12,923	2022	53,846	-	-	-	-	-		2,308		56,154
	2019	12,308	-	-	-	-	-	615	12,923	2021	13,462	-	-	-	-	-		577		14,039

The aggregate number of stock awards vested to each of the Named Executive Officers for his/her service rendered in each fiscal period was summarized as follows:

Named Executive Officer	2020	2019	2022	2021
Earnest Leung	-		-
Shirley Cheng	-		-

As of December 31, ~~2020,~~2022, all the above stocks were issued to each of Named Executive Officers.

(a) A monthly contribution paid by the Company into a mandatory provident fund for the benefit ~~of each of the Named Executive Officers;~~

(b) Monthly cash allowance of HK$40,000 (approximately $5,128) paid to Dr. Earnest Leung. The Company withheld 12 months’ cash allowance payment for Dr. Leung during the fiscal years ended December 31, 2020 and 2019 respectively; and

~~(c) Income tax reimbursement paid to Dr. Earnest Leung during each fiscal year. As of December 31, 2020, the accrued income tax reimbursement to Dr. Leung and Ms. Cheng was $240,522~~each of the Named Executive Officers;

(b) Monthly cash allowance of HK$40,000 (approximately $5,128) paid to Dr. Earnest Leung. The Company withheld 12 months’ totaled HK$480,000 cash allowance payment for Dr. Leung during the fiscal years ended December 31, 2022 and 2021; As of December 31, 2022 and 2021, the accrued cash allowance to Dr. Leung was $556,619 and $495,083 respectively; and

(c) Income tax reimbursement paid to Dr. Earnest Leung during each fiscal year. As of December 31, 2022, the accrued income tax reimbursement to Dr. Leung and Ms. Cheng was $180,644 and $nil respectively.

There is no item that is not a perquisite or personal benefit (such as tax reimbursements and contributions to the mandatory provident fund) whose value exceeds $10,000 for each Named Executives.

On July 15, 2009, the Company entered into an executive employment agreement with Dr. Earnest Leung in connection with their services to the Company as our Chief Executive Officer. Under the terms of the agreements, each of Dr. Leung will receive a monthly salary of HK$60,000 (approximately $7,692) and monthly cash allowance of HK$40,000 (approximately $5,128) and we have agreed to grant Dr. Leung 6 million shares for their first two years of service to the Company. We will fully reimburse them for their Hong Kong personal income taxes resulting from their employment under the agreements. Each of the executives has also agreed to customary non-competition and confidentiality provisions and the agreements may be terminated by the Company at any time without notice or payment, in the event that any of the executives engage in misconduct or dereliction of duty.

On ~~April 1, 2012, Shirley Cheng was appointed as the Company’s Interim Chief Financial Officer. Ms. Cheng is entitled to a monthly salary of HK$40,950 (approximately $5,250). On November 1, 2016,~~October 15, 2021, the Company entered into a new executive employment agreement with Ms. Cheng in connection with their services to the Company as our Chief Financial Officer. Under the terms of the agreements, Ms. Cheng will receive a monthly salary of HK$~~30,000. On July 1, 2017, the Company and Ms. Cheng agreed to reduce the monthly salary to HK$8,000.~~35,000 (approximately $4,487). The employment may be terminated by the Company at any time without notice or payment, in the event that any of the executives engage in misconduct or dereliction of duty.

Currently, we do not provide any employees, including our named executive officers any company sponsored retirement benefits other than a state pension scheme in which all of our employees in China participate.

The following table sets forth information regarding grants of awards to the Named Executive Officers during the year ended December 31, ~~2020:~~2022:

No stock awards were granted to the Company’s Named Executive Officers during fiscal year ~~2020.~~2022.

The following table sets forth the equity awards outstanding at December 31, ~~2020~~2022 for each of the named executive officers.

The employment agreements with current Named Executives may be terminated by giving the other party three-month advanced notice, except Ms. Shirley Cheng may be terminated with one-month advance notice. Other than as disclosed above, the Company does not have change-in-control arrangements with any of its current Named Executives, and the Company is not obligated to pay severance or other enhanced benefits to executive officers, unless otherwise stated in Hong Kong Employment Ordinance, upon termination of their employment. Accordingly, there is no potential payments payable to our current Named Executive Officers upon termination or change-in control.

Cash compensation On February 2015, the Remuneration Committee proposed the monthly cash compensation for each director decreased to $1,000 from July 2014 to Jun 30, 2015, which was approved by the Board. On August 28, 2015, the Remuneration Committee proposed the monthly cash compensation for each director remain unchanged, which was approved by the Board.

Long-Term Incentive Equity Compensation. The Board believes that stock-based awards promote the long-term growth and profitability of the Company by providing directors with incentives to improve shareholder value and contribute to the success of the Company. Our Board determined the number of stock to be granted to directors for their service by considering the aggregate fair value as at the grant date of the past stock awards given to non-employee director and the Company’s performance. On ~~August 28, 2015, each director was~~December 30, 2021, Earnest Leung, Shirley Cheng and Wong Wing Kong were granted an award of ~~13,333~~52,172 shares, ~~each,~~50,000 shares and 15,000 shares at a fair value of ~~$20,000~~$83,475, $80,000 and $24,000 respectively at the date of grant and ~~to be~~ vested on ~~June 30, 2015,~~same date, for their service ~~from July 1, 2015 to June 30, 2016.~~for fiscal 2021. The shares granted were not yet issued.

For the ~~service periods from January 2017 to~~year ended December ~~2020,~~31, 2022, both the employee directors and non-employee directors were entitled to a monthly cash compensation of $1,000. The Company withheld 12 monthly cash compensation during the fiscal year ended December 31, ~~2020.~~2022.

The following table provides information about the compensation earned by directors who served during fiscal year ~~2020:~~2022:

(1) For the service periods from January ~~2020~~2022 to December ~~2020,~~2022, both the employee directors and non-employee directors were entitled to a monthly cash compensation of $1,000. The Company withheld 12 monthly cash compensation during the fiscal year ended December 31, ~~2020.~~2022. Total of HK$100,000 ($12,820) was paid to Frederick Wong for the director’s fee from the service period from 2015 to 2016.

The current member of the Remuneration Committee is non-executive director, and all past members were independent directors at all times during their service on such Committee. None of the past or present members of our Remuneration Committee are present or past employees or officers of ours or any of our subsidiaries. No member of the Remuneration Committee has had any relationship with us requiring disclosure under Item 404 of Regulation S-K under the Securities Exchange Act of 1934, as amended. None of our executive officers has served on the Board or Remuneration Committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served on our Board or Remuneration Committee.

Our bylaws provide for the indemnification of our present and prior directors and officers or any person who may have served at our request as a director or officer of another corporation in which we own shares of capital stock or of which we are a creditor, against expenses actually and necessarily incurred by them in connection with the defense of any actions, suits or proceedings in which they, or any of them, are made parties, or a party, by reason of being or having been director(s) or officer(s) of us or of such other corporation, in the absence of negligence or misconduct in the performance of their duties. This indemnification policy could result in substantial expenditure by us, which we may be unable to recoup.

Insofar as indemnification by us for liabilities arising under the Securities Exchange Act of 1934, as amended, may be permitted to our directors, officers and controlling persons pursuant to provisions of the Articles of Incorporation and Bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification.

The following table provides information as of December ~~31, 2020~~31,2022 with respect to compensation plans, under which securities are authorized for issuance, aggregated as to (i) compensation plans previously approved by security holders, and (ii) compensation plans not previously approved by security holders.

In April 2004, our Board of Directors and holders of a majority of our then outstanding common stock authorized and approved the 2004 Stock Incentive Plan, or the 2004 Plan. Under the 2004 Plan, we reserved 40,000 shares of our common stock for issuance upon exercise of incentive and non-qualified stock options, stock bonuses and rights to purchase awarded from time-to-time, to our officers, directors, employees and consultants. As of December 31, 2016, 26,667 shares have been issued under the plan and 13,333 shares remain available for issuance. No options, warrants or other rights to acquire shares of our common stock have been granted or are outstanding under the plan. A registration statement on Form S-8 was filed with the SEC with respect to 26,667 shares of common stock issuable under the plan on April 22, 2004 (SEC File No. 333-114644).

In March 2007, our Board of Directors authorized and approved the 2007 Stock Option/Stock Issuance Plan, or the 2007 Plan. The purpose of the plan is to promote the best interests of the Company and its stockholders by providing a means of non-cash remuneration to selected participants who contribute to the operating progress and earning power of the Company. The plan also provides incentives to employees and directors by offering them an opportunity to acquire a proprietary interest in the Company. Under the 2007 Plan, we reserved 100,000 shares of our common stock for issuance upon exercise of incentive and non-qualified stock options, stock bonuses and rights to purchase awarded from time to time, to our officers, directors, employees and consultants. A registration statement on Form S-8 was filed with the SEC on April 6, 2007 (SEC File No. 333-141943) with respect to 100,000 shares of common stock issuable under the 2007 Plan as well as options to purchase 3,000 shares of common stock issued to the Company’s legal counsel in February 2006. Such options were not issued under the 2004 Plan or the 2007 Plan. The Company’s stockholders approved the 2007 Plan in November 2007.

In July 2009, the Board of Directors approved the issuance of 493,267 shares in excess of the number of shares of common stock available for issuance under the 2007 Plan, and in accordance with the 2007 Plan, the Company is required to seek stockholder approval within twelve months after the date of such excess grant. The Board of Directors has no immediate plans to issue additional shares under the 2007 Plan, however, the Board of Directors believes that increasing the maximum number of shares of common stock that may be issued under the 2007 Plan will be instrumental for us to continue to attract and retain outstanding employees. Accordingly, on June 2, 2010, the Board of Directors approved the amendment and restatement of the 2007 Equity Incentive Plan (the “First Amendment of 2007 Plan”), with the only change being to increase the maximum number of shares of common stock of the Company, par value $0.001 per share that may be issued and sold under the 2007 Plan from 100,000 to 1,426,667 and submitted it for stockholder’s approval. A registration statement on Form S-8 was filed with the SEC on July 30, 2010 (SEC File No. 333-168417) with respect to the First Amendment of 2007 Plan.

On July 30, 2012, the Board of Directors approved the second amendment and restatement of the 2007 Equity Incentive Plan (the “Second Amendment of 2007 Plan”), with the only change being to increase the maximum number of shares of common stock of the Company, par value $0.001 per share that may be issued and sold under the 2007 Plan from 1,426,667 to 2,093,333, and submitted it for stockholder’s approval. The Board of Directors believes that such arrangements will be instrumental for the Company to be able to continue to attract and retain outstanding employees. A registration statement on Form S-8 was filed with the SEC on October 12, 2012 (SEC File No. 333-184398) with respect to the Second Amendment of 2007 Plan.

On October 31, 2012, the Board of Directors approved the third amendment and restatement of the 2007 Equity Incentive Plan (the “Third Amendment of 2007 Plan”), with the only change being to increase the maximum number of shares of common stock of the Company, par value $0.001 per share that may be issued and sold under the 2007 Plan from 2,093,333 to 2,680,000, and submitted it for stockholder’s approval. The Board of Directors believes that such arrangements will be instrumental for us to be able to continue to attract and retain outstanding employees. A registration statement on Form S-8 was filed with the SEC on January 16, 2014 (SEC File No. 333-193381) with respect to the Third Amendment of 2007 Plan.

As of December 31, ~~2020,~~2022, 2,411,830 shares have been issued under the plan and 268,170 shares remain available for issuance. NoExcept for the shares granted to directors, no options, warrants or other rights to acquire shares of our common stock have been granted or are outstanding under the plan.

On January 20, 2023, our Board of Directors authorized and approved the 2023 Stock Option/Stock Issuance Plan, or the 2023 Plan. The purpose of the plan is to promote the best interests of the Company and its stockholders by providing a means of non-cash remuneration to selected participants who contribute to the operating progress and earning power of the Company. The plan also provides incentives to employees and directors by offering them an opportunity to acquire a proprietary interest in the Company. Under the 2023 Plan, we reserved 20,000,000 shares of our common stock for issuance upon exercise of incentive and non-qualified stock options, stock bonuses and rights to purchase awarded from time to time, to our officers, directors, employees and consultants. On March 22, 2023, our Board of Directors and majority of shareholders approved to amend the 2023 Equity Incentive Plan to decrease the maximum number of shares of common stock of the Company that may be issued and sold from 20,000,000 to 10,000,000.

Both of the Plans are administered by our Board of Directors. Under each plan, the Board determines which of our employees, officers, directors and consultants are granted awards, as well as the material terms of each award, including whether options are to be incentive stock options or non-qualified stock options.

Subject to the provisions of the Plans, and the Internal Revenue Code with respect to incentive stock options, the Board determines who shall receive awards, the number of shares of common stock that may be purchased, the time and manner of exercise of options and exercise prices. At its discretion, the Board also determines the form of consideration to be received upon exercise and may permit the exercise price of options granted under the plans to be paid in whole or in part with previously acquired shares and/or the surrender of options. The term of options granted under the plans may not exceed ten years, or five years for an incentive stock option granted to an optionee owning more than 10% of our voting stock. The exercise price for incentive stock options may not be less than 100% of the fair market value of our common stock at the time the option is granted. However, incentive stock options granted to a 10% holder of our voting stock may not be exercisable at less than 110% of the fair market value of our common stock at the date of the grant. The exercise price for non-qualified options will be determined by the board.

The following tables set forth information as of ~~March 26, 2021,~~April 13, 2023, regarding the beneficial ownership of our common stock (a) by each stockholder who is known by the Company to own beneficially in excess of 5% of our outstanding common stock; (b) by each of the Company’s officers and directors; (c) and by the Company’s officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of common stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stock. Unless otherwise identified, the address of the directors and officers of the Company listed above is ~~Office A, 18/F., Lucky Plaza, Nos. 315-321 Lockhart~~Unit 705B, 7th Floor, New East Ocean Centre, 9 Science Museum Road, ~~Wanchai,~~Tsim Sha Tsui, Kowloon, Hong ~~Kong.~~Kong

Title of Class

Name and Address of

Beneficial Owner

Office, If Any

Amount & Nature of

Beneficial

Ownership (1)

Percent of

Class (4)

Name and Address of

Beneficial Owner

Office, If Any

Amount & Nature of

Beneficial

Ownership (1)

Percent of

Class (2)

Common Stock

Earnest Leung

CEO and Director

4,049,170 (2)

37.5

Earnest Leung

CEO and Director

13,749,017

64.38

Common Stock

Shirley Cheng

CFO and director

Shirley Cheng

CFO and director

Common Stock

Wong Wing Kong

Director

Frederick Wong

Director

All Officers and
Directors as a group (3
persons named above)

4,049,170

All Officers and Directors as a group

13,749,017

Common Stock

Keywin Holdings Limited (3)

Office A, 18/F., Lucky Plaza, Nos. 315-321 Lockhart Road, Wanchai, Hong Kong

5% Security Holder

44,707 (3)

0.21

Common Stock

Keywin Holdings Limited (5)

Office A, 18/F., Lucky Plaza, Nos.
315-321 Lockhart Road, Wanchai,
Hong Kong

5% Security Holder

3,629,662 (3)

33.6

Sino Portfolio International Ltd(4)

P.O. Box 1239, Offshore Incorporations Centre, Victoria, Seychelles

5% Security Holder

1,835,753

8.60

Common Stock

Sino Portfolio International Ltd(6)

3104 -7, 31/F, Central Plaza, 18
Harbour Road, Hong Kong

5% Security Holder

1,835,753

17.0

Wong Yuk Chor

5% Security Holder

1,344,478

6.30

Common Stock

Sharon Lo Wing Yan

Flat B, 20/F.,Bayview Park, 3
Hong Man Street , Chai Wan,
Hong Kong

5% Security Holder

493,505

4.6

Common Stock

IP Yu Chak

Office A, 18/F., Lucky Plaza, Nos.
315-321 Lockhart Road, Wanchai,
Hong Kong

5% Security Holder

873,674

8.1

Total Shares Owned by
Persons Named above

6,832,594

16,973,855

(1) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

(2) Includes 1,609,461 shares held by Keywin Holdings Limited of which Dr. Earnest Leung is the director and also an option for Keywin Holdings Limited to purchase an aggregate of 2,020,202 shares of the Company’s common stock, exercisable for an aggregate purchase price of $2,000,000 by January 1, 2022.

~~(3) Includes an option to purchase an aggregate of 2,020,202 shares of the Company’s common stock, exercisable for an aggregate purchase price of $2,000,000 by January 1, 2022.~~

~~(4)~~ A total of ~~8,774,263~~21,355,899 shares of our common stock outstanding are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1) as of ~~March 26, 2021.~~April 13, 2023. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator.

~~(5)~~(3) Dr. Earnest Leung, its sole director, and Ms. Pui Chu Tang, its shareholder and Dr. Leung’s spouse, have voting and dispositive control over the shares held by Keywin Holdings Limited.

~~(6)~~(4) Ms. Angela Chan, its sole director, and Mrs. Chen Yang Foo Oi, its shareholder, have voting and dispositive control over the shares held by Sino Portfolio International Ltd.

There are no arrangements known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.

Except as set forth below, during our last two fiscal years, we have not entered into any material transactions or series of transactions that would be considered material in which any director or executive officer or beneficial owner of 5% or more of any class of our capital stock, or any immediate family member of any of the preceding persons, had a direct or indirect material interest:

In April 2009, in connection with debt restructuring, Statezone Ltd. of which Dr. Earnest Leung, the Company’s Chief Executive Officer and a Director (being appointed on July 15, 2009 and May 11, 2009, respectively) iswas the sole director, provided agency and financial advisory services to the Company. Accordingly, the Company paid an aggregate service fee of $350,000, of which $250,000 has been recorded as issuance costs for 1% Convertible Promissory Notes and $100,000 has been recorded as prepaid expenses and other current assets, net since April 2009. Such $100,000 is refundable unless the Keywin Option is exercised and completed. On October 28, 2021, Keywin exercised its option and $100,000 was recorded in general and administrative expenses during the year ended December 31, 2021.

On July 1, 2009, the Company and Keywin, of which the Company’s chief executive officer and director is the director and his spouse is the sole shareholder, entered into an Amendment, pursuant to which the Company agreed to extend the exercise period for the Keywin Option under the Note Exchange and Option Agreement between the Company and Keywin, to purchase an aggregate of 1,637,522 shares of our common stock for an aggregate purchase price of $2,000,000, from a three-month period ended on July 1, 2009, to a six-month period ended October 1, 2009. The exercise period for the Keywin option was subsequently further extended to a nine-month period ended January 1, 2010, pursuant to the Second Amendment. On January 1, 2010, the Company and Keywin entered into the third Amendment, pursuant to which the Company agreed to further extend the exercise period to an eighteen-month period ended on October 1, 2010, and provide the Company with the right to unilaterally terminate the exercise period upon 30 days’ written notice. On September 30, 2010, the exercise price was extended at various times from September 1, 2010 to December 31, 2017 and the Keywin Option was further extended to a ~~one~~ hundred and twenty-nine-month period ending on January 1, 2020 and the exercise price changed to $0.99. On December 31, ~~2020,~~2019, the latest exercise period for the Keywin Option was further extended to a hundred and fifty-three-month period ending on January 1, 2022. On June 1, 2021, the Company and Keywin, of which the Company’s chief executive officer and director is the director and his spouse is the sole shareholder, entered into an Amendment, pursuant to which the Company agreed Keywin to purchase an aggregate of 11,764,756 shares of the Company’s common stock for an aggregate purchase price of $2,000,000. The fair value of the purchase option was determined utilizing Black-Scholes option pricing model on the date before the modification and after modification, accordingly, the Company recorded $nil and $3,544,430 as dividend for the year ended December 31, 2022 and 2021, respectively.

On October 28, 2021, Keywin exercised its option to purchase an aggregate of 11,764,756 shares of the Company’s common stock for an aggregate purchase price of $2,000,000 which for setting off against the Company’s obligation to repay part of the short term loan interest payable, there was no cash proceeds from the exercise of Keywin option.

On January 18, 2022, the Company entered into a Subscription Agreement under which the Subscriber agreed to purchase the 1% Senior Unsecured Convertible Note Agreement from the Company for an agreement purchase price of two million five hundred thousand US Dollars ($2,500,000). The issuance of convertible note is for setting off against the Company’s obligation to repay part of the short-term loan $2,005,000 and interest payable $495,000, there was no cash proceeds from the issuance of convertible notes. As of the date of this report, the loan and interest payable balance have not yet been repaid.

Our Company has adopted a written Related Party Transaction Policy, or the Policy, for the purpose of describing the procedures used to identify, review, approve and disclose, if necessary, any transaction in which (i) the Company is a participant and (ii) a related person has or will have a direct or indirect material interest.

Once a related party transaction in which the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year has been identified, the Audit Committee must review the transaction for approval or ratification. In determining whether to approve or ratify a related party transaction, the Audit Committee shall consider all relevant facts and circumstances, including the following factors:

No director may participate in any discussion, approval or ratification of a transaction in which he or she is a related person.

~~Union Power HK CPA Limited~~Gries & Associates, LLC is our Principal Independent Registered Public Accountants engaged to audit our financial statements for the fiscal years ended December 31, ~~2020~~2022 and ~~2019.~~2021, respectively. The following table shows the fees that we paid or accrued for the audit and other services provided by ~~Union Power HK CPA Limited,~~Gries & Associates, LLC , for the fiscal years ended December 31, ~~2020~~2022 and ~~2019.~~2021.

Fee Category	2020		2019		2022		2021
Audit Fees	$	36,250	$	35,000	$	27,000	$	15,000
Audit-Related Fees	$	--	$	--	$	--	$	--
Tax Fees	$	--	$	--	$	--	$	--
All Other Fees	$	--	$	--	$	--	$	--

This category consists of fees for professional services rendered by our principal independent registered public accountant for the audit of our annual consolidated financial statements, review of consolidated financial statements included in our quarterly reports and services that are normally provided by the independent registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal years.

This category consists of fees for assurance and related services by our principal independent registered public accountant that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported above under “Audit Fees”. The services for the fees disclosed under this category include consultations concerning financial accounting and reporting standards.

This category consists of fees for professional services rendered by our principal independent registered public accountant for tax compliance, tax advice, and tax planning.

This category consists of fees for services provided by our principal independent registered public accountant other than the services described above.

The Audit Committee pre-approves all services, including both audit and non-audit services, provided by our independent registered public accounting firm. All audit services (including statutory audit engagements as required under local country laws) must be accepted by the Audit Committee before the audit commences.

Each year, management and the independent registered public accounting firm will jointly submit a pre-approval request, which will list each known and/or anticipated audit and non-audit service for the upcoming calendar year and which will include associated budgeted fees. The Audit Committee will review the requests and approve a list of annual pre-approved non-audit services.

All services provided by ~~Union Power HK CPA Limited~~Gries & Associates, LLC during the fiscal years ended December 31, ~~2020~~2022 and ~~2019~~2021 were pre-approved by the Audit Committee.

(a) The following consolidated financial statements are filed as a part of this Form 10-K:

(b) The following Exhibits are filed as part of this Annual Report on Form 10-K:

Pursuant to the requirements of Section 13 or 15(d) 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.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Earnest Leung and Jennifer Fu, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

We have audited the accompanying consolidated balance sheets of Network CN Inc. ~~and its subsidiaries (collectively referred to as the~~(the “Company”) as of December ~~31, 2020~~31and 2022 and ~~2019,~~2021, respectively, and the related consolidated statements of operations, ~~and comprehensive income,~~statement of stockholders’ deficit, and cash flows for the ~~years~~year then ended, and the related notes and schedules (collectively referred to as the ~~“consolidated financial~~“financial statements”). In our opinion, the ~~consolidated~~ financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2020~~2022 and ~~2019,~~2021, respectively, and the ~~consolidated~~ results of its operations and its cash flows for each of the years then ended, in conformity with ~~the~~ accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations, generated negative cash flows from operating activities and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These ~~consolidated~~ financial statements are the responsibility of the ~~Company’s~~entity’s management. Our responsibility is to express an opinion on ~~the Company’s consolidated~~these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ~~(“PCAOB”~~("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~consolidated~~ financial statements are free of material ~~misstatements,~~misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audit,~~audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the ~~Company’s~~entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the ~~consolidated~~ financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the ~~consolidated~~ financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the ~~consolidated~~ financial statements. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 1 to the financial statements, the Company has a net loss of $925,278 for the year ended December 31, 2022 and has a stockholders deficit of $6,337,754 as of December 31, 2022. These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements, and (2) involved our especially challenging, subjective, or complex judgments.

~~UNION POWER HK CPA LIMITED~~

Gries & Associates, LLC

Certified Public Accountants

501 S. Cherry Street Suite 1100

Denver, Colorado 80246

The Company is not able to predict the ultimate impact that COVID -19 will have on its business. However, if the current economic conditions continue, the pandemic could have an adverse impact on the economies and
financial markets of many countries, including the geographical area in which the Company plans to operate.


	Note	As of December 31, 2020			As of December 31, 2019			Note(s)	2022			2021

ASSETS
Current Assets
Cash		$	5,967		$	5,510			$	20,351		$	21,677
Accounts receivables								4		74,783			-
Prepaid expenses and other current assets, net	4		100,000			100,000		5		8,081			19,828
Total Current Assets			105,967			105,510				103,215			41,505

Equipment, Net	5		599			438		6		2,427			2,632

Intangible Assets								7		305,970			-

Right-of-use assets								8		72,407			75,521

TOTAL ASSETS		$	106,566		$	105,948			$	484,019		$	119,658

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable, accrued expenses and other payables	6	$	4,261,650		$	4,796,955		9	$	2,771,345		$	2,597,181
Lease liabilities								12		35,681			44,960
Short term loan	7		2,973,211			2,951,765		10		1,165,372			2,973,211
1% convertible promissory note due 2016, net	8		-			5,000,000
Total Current Liabilities			7,234,861			12,748,720				3,972,398			5,615,352

Non-Current Liabilities
Noncurrent portion of lease liabilities								12		31,890			30,561
1% convertible promissory note due 2025, net	8		645,000			-		11		645,000			645,000
1% convertible promissory note due 2027, net								11		2,172,485			-
Total Non- Current Liabilities			645,000			-				2,849,375			675,561

TOTAL LIABILITIES			7,879,861			12,748,720				6,821,773			6,290,913

COMMITMENTS AND CONTINGENCIES			-			-		13		-			-

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.001 par value, 5,000,000 shares authorized None issued and outstanding			-			-
Common stock, $0.001 par value, 26,666,667 shares authorize.. Shares issued and outstanding: 8,774,263 and 8,774,263 as of December 31, 2020 and December 31, 2019, respectively			8,773			8,773
Preferred stock, $0.001 par value, 5,000,000 shares authorized None issued and outstanding										-			-
Common stock, $0.001 par value, 100,000,000,000 shares authorized. Shares issued and outstanding: 20,749,018 as of December 31, 2022 and 2021, respectively										20,749			20,749
Additional paid-in capital			124,209,441			124,209,441				131,317,155			130,559,370
Accumulated deficit			(133,695,748	)		(138,564,904	)			(139,381,092	)		(138,455,814	)
Accumulated other comprehensive income			1,704,239			1,703,918				1,705,434			1,704,440
TOTAL STOCKHOLDERS’ DEFICIT	10		(7,773,295	)		(12,642,772	)	14		(6,337,754	)		(6,171,255	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	106,566		$	105,948			$	484,019		$	119,658

The accompanying notes are an integral part of the consolidated financial statements.

		For the Years Ended December 31,
	Note(s)	2020			2019			Note(s)	2022			2021
REVENUES
Advertising services		$	-		$	-			$	106,498		$	-

COST OF REVENUES
Cost of advertising services			-			-				(82,898	)		-

GROSS LOSS			-			-
GROSS PROFIT										23,600			-

OPERATING EXPENSES
General and administrative			(292,490	)		(313,476	)			(631,938	)		(479,018	)
Stock based compensation for services			-			(3,638	)			(24,000	)	��	(217,475	)
Total Operating Expenses			(292,490	)		(317,114	)			(655,938	)		(696,493	)

LOSS FROM OPERATIONS			(292,490	)		(317,114	)			(632,338	)		(696,493	)

OTHER INCOME
Gain on extinguishment of debt	8		5,299,726			-
Gain from write-off of long aged payables	12		394,522			-		16		-			708
Interest income			1			3				4			-
Government grant										3,286			-
Total Other Income			5,694,249			3				3,290			708

INTEREST AND OTHER DEBT-RELATED EXPENSES
Amortization of convertible promissory note										(72,485	)		-
Interest expense	7 & 8		(532,603	)		(576,590	)	10 & 11		(223,745	)		(519,851	)
Total Interest and Other Debt-Related Expenses			(532,603	)		(576,590	)			(296,230	)		(519,851	)

NET PROFIT/(LOSS) BEFORE INCOME TAXES			4,869,156			(893,701	)
NET LOSS BEFORE INCOME TAXES										(925,278	)		(1,215,636	)
Income taxes	14		-			-		18		-			-
NET PROFIT/(LOSS)			4,869,156			(893,701	)
NET LOSS										(925,278	)		(1,215,636	)

OTHER COMPREHENSIVE GAIN/(LOSS)
Foreign currency translation gain/(loss)			321			(29	)
Total other comprehensive gain/(loss)			321			(29	)
NET LOSS										(925,278	)		(1,215,636	)

COMPREHENSIVE INCOME/(LOSS)		$	4,869,477		$	(893,730	)
OTHER COMPREHENSIVE GAIN
Foreign currency translation gain										994			201
Total other comprehensive gain										994			201

NET PROFIT/(LOSS) PER COMMON SHARE – BASIC AND DILUTED	13	$	0.555		$	(0.102	)
COMPREHENSIVE LOSS									$	(924,284	)	$	(1,215,435	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – BASIC AND DILUTED *	13		8,774,263			8,762,339
NET LOSSPER COMMON SHARE – BASIC AND DILUTED								17	$	(0.04	)	$	(0.11	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – BASIC AND DILUTED								17		21,017,190			11,023,767

The accompanying notes are an integral part of the consolidated financial statements.

	For the Years Ended December 31,
	2020			2019			2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit/(loss)	$	4,869,156		$	(893,701	)
Adjustments to reconcile net profit/(loss) to net cash used in operating activities
Depreciation and amortization:		456			878
Stock-based compensation for service		-			3,638
Net loss							$	(925,278	)	$	(1,215,636	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization								79,236			15,145
Amortization of convertible promissory notes								72,485			-
Stock-based compensation for services								24,000			217,475
Gain from write-off of long aged payables		(394,522	)		-			-			(708	)
Gain on extinguishment of debt		(5,299,726	)		-

Changes in operating assets and liabilities:
Accounts receivables								(74,783	)		-
Prepaid expenses and other current assets, net		-			254			11,747			80,172
Accounts payable, accrued expenses and other payables		158,943			763,871			669,164			477,162
Operating lease liabilities								(54,974	)		(14,756	)
Net cash used in operating activities		(665,693	)		(125,060	)		(198,403	)		(441,146	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		(617	)		-			(1,078	)		(2,422	)
Net cash used in investing activities		(617	)		-			(1,078	)		(2,422	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible promissory note		645,000			-
Proceeds from private placement								-			459,077
Proceeds from short-term loans		21,446			35,165			197,161			-
Proceeds from private placement		-			72,750
Net cash provided by financing activities		666,446			107,915			197,161			459,077

EFFECT OF EXCHANGE RATE CHANGES ON CASH		321			(29	)		994			201

NET INCREASE/(DECREASE) IN CASH		457			(17,174	)
NET (DECREASE)/INCREASE IN CASH								(1,326	)		15,710

CASH, BEGINNING OF YEAR		5,510			22,684			21,677			5,967

CASH, END OF YEAR	$	5,967		$	5,510		$	20,351		$	21,677

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Income taxes	$	-		$	-		$	-		$	-
Interest	$	615,000		$	44,387			-			-

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Exercise of conversion option (Note 1)							$	-		$	2,000,000
Settlement of interest payable by private placement (Note 2)							$	-		$	140,923
Dividend (Note 3)							$	-		$	3,544,430
Settlement of short term loan by conversion to convertible note (Note 4)							$	2,005,000		$	-
Settlement of short term loan interest payable by conversion to convertible note (Note 4)							$	495,000		$	-

The accompanying notes are an integral part of the consolidated financial statements.

Network CN Inc. was originally incorporated on September 10, 1993 in Delaware with headquarters in the Hong Kong Special Administrative Region of the People’s Republic of China (“PRC” or “China”). Since August 2006, Network CN Inc., ~~its subsidiaries and variable interest entities for which it is the primary beneficiary (collectively “NCN” or the “Company” “we”, “our” or “us”)~~ has been principally engaged in the provision of out-of-home advertising in China through the operation of a network of roadside light emitting diode ~~(“LED”)~~ digital video panels, mega-size LED digital video billboards and light boxes in major cities.

Details of the Company’s principal subsidiaries and variable interest entities as of December 31, ~~2020~~2022 are described in Note 3 – Subsidiaries and Variable Interest Entities.

OnIn December 2019, an outbreak of COVID-19 was identified in China and was subsequently recognized as a global pandemic by the World Health Organization (“WHO”) on March ~~28, 2019,~~11, 2020. Since that time, COVID-19 has spread around the world and throughout the United States, including in the regions and countries in which we operate. Federal, state and local governments in the U.S and around the world have imposed restrictions on travel and business operations and are advising or requiring individuals to limit or eliminate time outside of their homes. Temporary closures of businesses have also been ordered in certain jurisdictions, and other businesses have temporarily closed voluntarily. These actions expanded significantly in March and April of 2020 throughout the U.S. Consequently, the COVID-19 outbreak has severely restricted the level of economic activity in the U.S. and around the world.

The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as quarantines and shelter in place orders. These measures may remain in place for a significant period of time and adversely affect our business, operations and financial condition as well as the business, operations and financial conditions of our business partners. The spread of the virus has also caused us to modify our business practices (including employee work locations and cancellation of physical participation in meetings) in ways that may be detrimental to our business (including working remotely and its attendant cybersecurity risks). We may take further actions as may be required by government authorities or that we determine are in the best interests of our employees. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities.

The Company explored new media project in Ningbo, China and decided to restart its business and expects that will improve the Company’s future financial performance. In April 2022, the Company has established a newly subsidiary, NCN (Ningbo) Culture Media Co., Ltd (“NCN Ningbo”), a wholly foreign-owned enterprise in Ningbo, China. The Company owns 100% of the established subsidiary company, NCN Ningbo. In August 2022, NCN Ningbo started its operation and acquired rights to operate advertising panels in Ningbo, China and sell advertising airtime to our customers directly. On February 1, 2023, the Company agreed to issue 606,881 restricted shares of the Company’s common stock ~~(the “Shares”~~to the employee, Chen Zhu. On October 1, 2022, NCN Ningbo entered into an employment contract with Chen Zhu (“the employee”) under which the employee agreed to 9bring in the advertising rights in Ningbo to the Company and the Company will reward him for 606,881 shares of the Company’s common stock. Pursuant to the terms of employment contract, if the employee can achieve the annual sales and profit before tax goal in 2023 and 2024, the Company will issue bonus shares of 303,441 and 303,441 restricted shares of the Company’s common stock to the employee, respectively.

On January 18, 2022, the Company entered into a Subscription Agreement under which the Subscriber agreed to purchase the 1% Senior Unsecured Convertible Note Agreement from the Company for an agreement purchase price of two million five hundred thousand US Dollars ($2,500,000). On the same date, the Company signed the with 1% Senior Unsecured Convertible Note Agreement under which the Company may sell and issue to the Subscriber up to an aggregate maximum amount of $2,500,000 in principal amount of Convertible Notes prior to January 19, 2027. The Convertible Promissory Notes issued to the Investor are convertible at the holder’s option into shares of Company common stock at $1.25 per share.

On October 28, 2021, Keywin Holdings Limited (“Keywin”) exercised its option to purchase an aggregate of 11,764,756 shares of the Company’ common stock for an aggregate purchase price of $2,000,000which for setting off against the Company’s obligation to repay part of the short term loan interest payable, there was no cash proceeds from the exercise of Keywin option.

On May 3, 2021, the Company entered into Common Stock Agreement with the foreign ~~investors~~investor (the “New ~~Investors”~~investor”) ~~pursuant~~that the Company will sell an aggregate of 200,000 shares of the Company's common stock to the New investor. Pursuant to the terms of a Common Stock ~~Purchase~~ Agreement between the Company and the New ~~Investors, dated March 28, 2019. The~~investor, the purchase price paid by the New ~~Investor~~investor for the ~~Shares~~shares were ~~$1.50 or $1.88~~$3 per ~~Share~~share for an aggregate sum of ~~sixty-three~~six hundred thousand ~~three hundred and seventy-five~~ U.S. ~~dollars and thirty cents (US$63,375). Net~~dollars. The Company received $459,077 cash proceeds from the ~~financing will be used for general corporate purposes.~~

~~On August 16, 2019, the Company sold 5,000 shares of the Company’s common stock (the “Shares”) to a foreign~~ investor ~~(the “Investor”) pursuant to the terms of a Common Stock Purchase Agreement between the Company~~ and ~~the Investor, dated August 16, 2019. The purchase price paid by the Investors~~$140,923 was settled for the ~~Shares was $1.875 per Share for an aggregate sum~~interest payable of ~~nine thousand three hundred and seventy-five U.S. dollars (US$9,375). Net proceeds from the financing have been used for general corporate purposes.~~

On January 14, 2020, the Company entered into a Letter of Intent with Earthasia Worldwide Holdings Limited (“EWHL”) that the Company will acquire 100% of the EWHL’s issued and outstanding stock owned by the shareholders of the EWHL and the EWHL will become a wholly owned subsidiary of the Company.

On April 28, 2020, the Board of Directors and Majority of stockholders of the Company approved to increase the total number of authorized shares of Common Stock from 26,666,667 to 100,000,000,000. On October 11, 2021, we filed a Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State to increase our authorized shares of common stock from 26,666,667 to ~~100,000,000,000.~~100,000,000,000 and the increase had approved by Delaware secretary of state on April 5, 2022. On March 22, 2023, the Board of Directors and Majority of stockholders of the Company approved to decrease the total number of authorized shares of Common Stock from 100,000,000,000 to 100,000,000.

The Company has net cash used in operating activities of ~~$665,693~~$198,403 and ~~$125,060~~$441,146 for the years ended December 31, ~~2020~~2022 and ~~2019~~2021 respectively. As of December 31, ~~2020~~2022 and ~~2019,~~2021, the Company has stockholders’ deficit of ~~$7,773,295~~$6,337,754 and ~~$12,642,772,~~$6,171,255, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s plans regarding those concerns are addressed in the following paragraph. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In response to current financial conditions, the Company has actively explored new prominent media projects in order to provide a wider range of media and advertising services and improve our financial performance. If the project can start to operate, the Company expects that the project will improve the Company’s future financial performance. The Company expects that the new project can generate positive cashflow.

The existing cash and cash equivalents together with highly liquid current assets are insufficient to fund the Company’s operations for the next twelve months. The Company will need to rely upon some combination of cash generated from the Company’s operations, ~~the proceeds from the potential exercise of the outstanding option held by Keywin Holdings Limited (“Keywin”) to purchase $2 million in shares of the Company’s common stock,~~ or proceeds from the issuance of the Company’s equity and debt securities as well as the exercise of the conversion option by the Company’s note holders to convert the notes to the Company’s common stock, in order to maintain the Company’s operations. Based on the Company’s best estimates, the Company believes that there are sufficient financial resources to meet the cash requirements for the coming twelve months and the consolidated financial statements have been prepared on a going concern basis. However, there can be no assurance the Company will be able to continue as a going concern. These uncertainties may result in adverse effects on continuation of the Company as a going concern. The accompany consolidated financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.

These consolidated financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”).

The ~~Company's~~Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expense during the reporting period. Estimates are used when accounting for certain items such as accounting for income tax valuation allowances. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ.

Long-lived assets, such as equipment, are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset exceeds the sum of the undiscounted cash flows expected to be generated from the asset’s use and eventual disposition. An impairment loss is measured as the amount by which the carrying amount exceeds the fair value of the asset calculated using a undiscounted cash flow analysis. There was no impairment of long-lived assets for the years ended December 31, ~~2020~~2021 and ~~2019.~~2020.

Identifiable intangible assets that have determinable lives continue to be amortized over their estimated useful lives using the straight-line method as follows:

The 1% convertible promissory notes matured on April 1, 2012 and on the same date, the Company and the note holders agreed to the following: 1) extension of the maturity date of the 1% convertible promissory notes for a period of two years and 2) modification of the 1% convertible promissory notes to be convertible at any time into shares of the Company’s common stock at a conversion price of $1.3956 per share, subject to customary anti-dilution adjustments. In all other respects not specifically mentioned, the terms of the 1% convertible promissory notes remain the same and are fully enforceable in accordance with their terms. Subsequently, the Company issued to the note holders new 1% convertible promissory notes with a maturity date of April 1, 2014. Pursuant to ASC Topic 470, the Company determined that the modification is substantially different and hence the modification was recorded as an extinguishment of notes and issuance of new notes. The Company allocated the amount of the reacquisition price to the repurchased beneficial conversion feature using the intrinsic value of that conversion feature at the extinguishment date and the residual amount was allocated to the convertible security. Thus, the Company recorded a gain on extinguishment of debt. TheNew 1% Convertible Promissory Notes, were scheduled to mature on April 1, 2014 and on March 12, 2014, the Company and the respective holders agreed to extend the maturity date of the 1% Convertible Promissory Notes for a period of two years. In all other respects not specifically mentioned, the terms of the 1% Convertible Promissory Notes shall remain the same and shall be fully enforceabledue in accordance with its terms. Subsequently, the Company issued to the note holders new 1% convertible promissory notes which was matured on April 1, 2016. The Company allocated the amount of the reacquisition price to the repurchased beneficial conversion feature using the intrinsic value of that conversion feature at the extinguishment date and the residual amount was allocated to the convertible security. Thus, the Company recorded no gain or loss on extinguishment of debt.

~~On April 29, 2016, the Company received a reservation of rights letter from the note holders to reserves all of its powers, rights and privileges.~~

On January 14, 2020, the Company issued 1% unsecured senior convertible promissory notes to an individual with the principal amount of ~~$645,000.~~$645,000. The 1%1% convertible promissory notes bore interest at 1% per annum, payable semi-annually in arrears, matured on January 13, 2025, and were convertible at any time into shares of the Company’s common stock at a fixed conversion price of ~~$1.00~~$1.00 per share, subject to customary anti-dilution adjustments.

The Company determined the 1% convertible promissory notes to be conventional convertible instruments under ASC Topic 815, Derivatives and Hedging. Its embedded conversion option qualified for equity classification. The 1% convertible promissory notes did not have any embedded conversion option which shall be bifurcated and separately accounted for as a derivative under ASC 815, nor did they contain a cash conversion feature. The Company accounted for the Notes in accordance with ASC 470, as a single debt instrument. No beneficial conversion feature (the “BCF”) was recognized ~~and measured by allocating a portion~~as the set conversion price for the Notes was greater than the fair value of the ~~proceeds equal~~Company’s share price at date of issuance.

On January 18, 2022, the Company entered into a Subscription Agreement under which the Subscriber agreed to purchase the 1% Senior Unsecured Convertible Note Agreement from the Company for an agreement purchase price of two million five hundred thousand US Dollars ($2,500,000). On the same date, the Company signed the with 1% Senior Unsecured Convertible Note Agreement under which the Company may sell and issue to the Subscriber up to an aggregate maximum amount of $2,500,000 in principal amount of Convertible Notes prior to January 19, 2027. The Convertible Promissory Notes issued to the Investor are convertible at the holder’s option into shares of Company common stock at $1.25 per share.

The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of ~~that~~a beneficial conversion feature inherent to ~~additional paid-in capital. The debt discount resulting~~a convertible note payable, which is not bifurcated and accounted for separately from the ~~allocation~~convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of ~~proceeds~~issuance to the date the notes is due using the effective interest method. If the notes payable are retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is ~~amortized over the term of the 1% convertible promissory notes from the respective dates of issuance using~~measured by comparing the effective ~~interest method.~~

~~4) Gain on extinguishment~~conversion price, after considering the relative fair value of ~~debt~~

On December 16, 2020, the Company received Abandonment of interest from the note holders to abandon, relinquish, and surrender all their rights and obligations under the Notes and they confirmed to receive no consideration in exchange for the Notes. Thus, the Company recognized a gain on extinguishment of debt of $5,299,726 at the date of extinguishment anddetachable instruments included in the ~~statements~~financing transaction, if any, to the fair value of ~~operations for~~ the ~~year ended December 31, 2020.~~shares of common stock at the commitment date to be received upon conversion.

~~The Company has yet to generate revenue from operations for the years ended December 31, 2020 and 2019.~~

The Company complies with ASC Topic 718, Compensation – Stock Compensation, using a modified prospective application transition method, which establishes accounting for stock-based awards in exchange for employee services. Under this application, the Company is required to record stock-based compensation expense for all awards granted. It requires that stock-based compensation cost is measured at grant date, based on the fair value of the award, and recognized as expense over the requisite services period.

The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Once this threshold has been met, the ~~Company's~~Company’s measurement of its expected tax benefits is recognized in its consolidated financial statements. The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense.

Accumulated other comprehensive income as presented on the consolidated balance sheets consisted of the accumulative foreign currency translation adjustment at period end.

The diluted net profit/(loss) per common share is the same as the basic net profit/(loss) per share for the years ended December 31, ~~2020~~2022 and ~~2019~~2021 as all potential common shares including stock options and warrants are anti-dilutive and are therefore excluded from the computation of diluted net profit/(loss) per share.

The assets and liabilities of the Company’s subsidiaries and variable interest entity denominated in currencies other than U.S. dollars are translated into U.S. dollars using the applicable exchange rates at the balance sheet date. For consolidated statements of operations and comprehensive loss’ items, amounts denominated in currencies other than U.S. dollars were translated into U.S. dollars using the average exchange rate during the period. Equity accounts were translated at their historical exchange rates. Net gains and losses resulting from translation of foreign currency on consolidated financial statements are included in the statements of stockholders’ equity as accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are reflected in the unaudited consolidated statements of operations and comprehensive income.

Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

In ~~June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13,~~ ~~Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments~~, codified as ASC 326. Subsequent amendments to the guidance were issued as follows: ASU 2018-19 in November 2018; ASU 2019-04 in April 2019; ASU 2019-05 in May 2019; ASU's 2019-10 and 2019-11 in November 2019; and ASU 2020-02 in February 2020. This ASU provides financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in ASU 2016-13 replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted ASU 2016-13 as of January 1, 2020. The adoption of ASU 2016-13 did not have a material impact on the consolidated financial statements or related disclosures.

In August ~~2018,~~2020, the FASB issued ASU ~~2018-03, Fair Value Measurement (Topic 820)~~2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): ~~Disclosure Framework-Changes~~Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the ~~Disclosure Requirements~~host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for ~~Fair Value Measurement~~ ("as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU ~~2018-13"). The amendments modify the disclosure requirements in Topic 820. ASU 2018-13~~2020-06 is effective for ~~all entities for fiscal years, and interim periods within those~~ fiscal years beginning after December 15, ~~2019. The amendments on (i) changes in unrealized gains~~2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and ~~losses, (ii)~~only if adopted as of the ~~range and weighted average~~beginning of significant unobservable inputs used to develop Level 3 fair value measurements, and (iii) the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initialsuch fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted this guidance on January 1, 2020. The adoption did not have a material impact on the Company's Consolidated Financial Statements or related disclosures.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes. This guidance will become effective for the Company in the first quarter of fiscal year 2021 on a prospective basis.year. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815),” an amendment clarifying the interaction between accounting standards related to equity securities, equity method investments, and certain derivative instruments. The guidance is effective for fiscal years beginning after December 15, 2020. ASU 2020-01 will become effective for the Company in fiscal 2022. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

In October 2020, the FASB issued ASU 2020-10, “Codification Improvements,” this ASU affects a wide variety of Topics in the Codification. They apply to all reporting entities within the scope of the affected accounting guidance. More specifically, this ASU, among other things, contains amendments that improve the consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section (Section 50). Many of the amendments arose because the FASB provided an option to give certain information either on the face of the financial statements or in the notes to financial statements and that option only was included in the Other Presentation Matters Section (Section 45) of the Codification. The option to disclose information in the notes to financial statements should have been codified in the Disclosure Section as well as the Other Presentation Matters Section (or other Section of the Codification in which the option to disclose in the notes to financial statements appears). Those amendments are not expected to change current practice. The amendments are effective for annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. Early application of the amendments is permitted for and varies based on the entity. The amendments should be applied retrospectively and at the beginning of the period that includes the adoption date. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

Details of the Company’s principal consolidated subsidiaries and variable interest entities as of December 31, ~~2020~~2022 were as follows:

~~1) Variable interest entity which the Company exerted 100% control through a set of commercial arrangements.~~

Accounts receivables, net as of December 31, 2022 and December 31, 2021 were as follows:

For the years ended December 31, 2022 and 2021, the Company recorded no allowance for doubtful debt for accounts receivable.

Prepaid expenses and other current assets, net as of December 31, ~~2020~~2022 and ~~2019~~2021 were as follows:

	2020		2019
Schedule of prepaid expenses and other current assets					2022		2021
Prepaid expenses	$	100,000	$	100,000	$	8,081	$	4,443
Rental and other deposits		-		-		-		15,385
Sub-total		100,000		100,000
Less: allowance for doubtful debts		-		-
Total	$	100,000	$	100,000	$	8,081	$	19,828

~~For the years ended December 31, 2020 and 2019, the Company recorded no allowance for doubtful debt for prepaid expenses and other current assets.~~

Equipment, net as of December 31, ~~2020~~2022 and ~~2019~~2021 consisted of the following:

	2020			2019
Schedule of equipment, net							2022			2021
Office equipment	$	3,828		$	6,873		$	4,117		$	3,039
Less: accumulated depreciation		(3,229	)		(6,435	)		(1,690	)		(407	)
Total	$	599		$	438		$	2,427		$	2,632

Depreciation ~~expenses~~ for the years ended December 31, ~~2020~~2022 and ~~2019~~2021 amounted to ~~$456~~$1,282 and ~~$878~~$408 respectively.

Intangible Assets, net as of December 31, 2022 and 2021 consisted of the following:

Intangible Assets are acquired advertising rights fee contracts and the Company measured the intangible assets acquired based on the fair value of the consideration given. The Company granted 606,881 shares of the Company’s common stock for the acquisition of advertising rights fee contracts. In connection with this stock grant, the Company measured the Company’s shares at fair value of $0.55 per share and recognized the amount of $333,785 as the cost of intangible assets.

As of December 31, 2022, the management measured impairment by comparing the carrying amount of the intangible assets to the undiscounted future cash flows that the intangible assets are expected to result from the use of the assets. The sum of the expected future undiscounted cash flows exceeded the carrying amount of the intangible assets. As a result, no impairment loss was recognized for these assets for the year ended December 31, 2022.

Amortization expenses for the years ended December 31, 2022 and 2021, amounted to $27,815 and $nil respectively.

Depreciation for the years ended December 31, 2022 and 2021 amounted to $50,139 and $14,755 respectively.

The Company has several operating advertising rights agreements with lease terms ranging from 2 to 3 years. As of December 31, 2022 and 2021, the Company recognized $79,213 and $90,277 right-of-use assets, respectively. For the year ended December 31, 2022, derecognition of right-of-use assets, net of $34,348 upon the lease termination of Hong Kong office.

Accounts payable, accrued expenses and other payables as of December 31, ~~2020~~2022 and ~~2019~~2021 consisted of the following:

	2020		2019
Schedule of accounts payable, accrued expenses and other payables					2022		2021
Accounts payable					$	76,601	$	-
Accrued staff benefits and related fees	$	1,749,401	$	1,916,879		2,153,063		1,943,544
Accrued professional fees		47,266		95,737		93,171		61,057
Accrued interest expenses		2,370,872		2,752,993		214,094		472,773
Franchise tax payable						92,300
Other accrued expenses		41,461		30,537		41,625		19,316
Other payables		52,650		809		100,491		100,491
Total	$	4,261,650	$	4,796,955	$	2,771,345	$	2,597,181

As of December 31, ~~2020~~2022 and ~~2019,~~2021, the Company recorded an aggregated amount of ~~$2,973,211~~$1,165,372 and ~~$2,951,765~~$2,973,211 of short-term loans, respectively. Those loans were borrowed from a shareholder and an unrelated ~~individuals.~~individual. Except for loan of ~~$128,205~~$128,205 from an unrelated individual that are unsecured, bearing yearly interest of 1% and are repayable on demand, the remaining loans are unsecured, bear a monthly interest of 1.5% and are repayable on demand. However, according to the agreement, the Company shall have the option to shorten or extend the life of those short-term loans if the need arises and the Company has agreed with the lender to extend the short-term loans on the due date. On January 18, 2022, the Company issued convertible notes of US$2,500,000 which is for setting off against the short-term loans and interest payable. As of the date of this report, ~~those loans~~the balance of $1,165,372 have not yet been repaid.

The interest expenses of the short-term loans for the years ended December 31, ~~2020~~2022 and ~~2019~~2021 amounted to ~~$514,038~~$193,528 and ~~$526,590,~~$513,383, respectively.

On November 19, 2007, the Company entered into a Note and Warrant Purchase Agreement, as amended (the “Purchase Agreement”) with Shanghai Quo Advertising Co. Ltd and affiliated investment funds of Och-Ziff Capital Management Group (the “Investors”) pursuant to which it agreed to issue in three tranches, 3% Senior Secured Convertible Promissory Notes due June 30, 2011, in the aggregate principal amount of up to $50,000,000 (the “3% Convertible Promissory Notes”) and warrants to acquire an aggregate amount of 457,143 shares of the Company’s Common Stock (the “Warrants”). Between November 19 - 28, 2007, the Company issued 3% Convertible Promissory Notes in the aggregate principal amount of $15,000,000, Warrants to purchase shares of the Company’s common stock at $187.5 per share and Warrants to purchase shares of the Company’s common stock at $262.5 per share. On January 31, 2008, the Company amended and restated the previously issued 3% Convertible Promissory Notes and issued to the Investors 3% Convertible Promissory Notes in the aggregate principal amount of $50,000,000 (the “Amended and Restated Notes”), Warrants to purchase shares of the Company’s common stock at $187.5 per share and Warrants to purchase shares of the Company’s common stock at $262.5 per share. In connection with the Amended and Restated Notes, the Company entered into a Security Agreement, dated as of January 31, 2008 (the “Security Agreement”), pursuant to which the Company granted to the collateral agent for the benefit of the Investors, a first-priority security interest in certain of the Company’s assets, and 66% of the equity interest in the Company.

~~On April 2, 2009, the Company entered into a new financing arrangement with the previous holders of the Amended and Restated Notes (the “Note Holders”), and Keywin.~~

Pursuant to a note exchange and option agreement, dated April 2, 2009 (the “Note Exchange and Option Agreement”), between the Company and Keywin, Keywin exchanged its Amended and Restated Note in the principal amount of $45,000,000, and all accrued and unpaid interest thereon, for 4,093,806 shares of the Company’s common stock and an option to purchase an aggregate of 1,637,522 shares of the Company’s common stock, for an aggregate purchase price of $2,000,000 (the “Keywin Option”). The Keywin Option was originally exercisable for a three-month period which commenced on April 2, 2009, but pursuant to several subsequent amendments, the exercise period has been extended to a hundred and fifty-three-month period ending on January 1, 2022, subject to the Company’s right to unilaterally terminate the exercise period upon 30 days’ written notice. As of December 31, 2020, the Keywin Option has not been exercised.

Pursuant to a note exchange agreement, dated April 2, 2009, among the Company and the Note Holders, the parties agreed to cancel their Amended and Restated Notes in the principal amount of $5,000,000 (including all accrued and unpaid interest thereon), and all of the warrants, in exchange for the Company’s issuance of the 1% unsecured senior convertible promissory notes due 2012 in the principal amount of $5,000,000 (the “1% Convertible Promissory Notes”). The 1% Convertible Promissory Notes bear interest at 1% per annum, are payable semi-annually in arrears, mature on April 1, 2012, and are convertible at any time by the holder into shares of the Company’s common stock at an initial conversion price of $1.7445 per share, subject to customary anti-dilution adjustments. In addition, in the event of a default, the holders will have the right to redeem the 1% Convertible Promissory Notes at 110% of the principal amount, plus any accrued and unpaid interest. The parties also agreed to terminate the Security Agreement and release all security interests arising out of the Purchase Agreement and the Amended and Restated Notes.

~~2) Extension of 1% Convertible Promissory Notes and~~ Issuance of New 1% Convertible Promissory Notes, ~~in 2012~~

The 1% Convertible Promissory Notes matured on April 1, 2012 and on the same date, the Company and the Note Holders agreed to the following: (1) extension of the maturity date of the 1% Convertible Promissory Notes for a period of two years and (2) modification of the 1% Convertible Promissory Notes to be convertible at any time into shares of the Company’s common stock at a conversion price of $1.3956 per share, subject to customary anti-dilution adjustments. In all other respects not specifically mentioned, the terms of the 1% Convertible Promissory Notes shall remain the same and shall be fully enforceable in accordance with its terms. Subsequently, the Company issued new 1% convertible promissory notes (the “New 1% Convertible Promissory Notes”) to the Note Holders. The New 1% Convertible Promissory Notes bear interest at 1% per annum, are payable semi-annually in arrears, mature on April 1, 2014, and are convertible at any time by the Note Holders into shares of the Company’s common stock at an initial conversion price of $1.3956 per share, subject to customary anti-dilution adjustments. In addition, in the event of a default, the Note Holders will have the right to redeem the New 1% Convertible Promissory Notes at 110% of the principal amount, plus any accrued and unpaid interest.

Pursuant to ASC Topic 470-20-40-3, the Company allocated the amount of the reacquisition price to the repurchased beneficial conversion feature using the intrinsic value of that conversion feature at the extinguishment date and the residual amount was allocated to the convertible security. Thus, the Company recognized a gain on extinguishment of debt of $1,877,594 at the date of extinguishment and included in the statements of operations for the year ended December 31, 2012.

~~3) Extension of 1% Convertible Promissory Notes and Issuance of New 1% Convertible Promissory Notes in 2014~~

The 1% Convertible Promissory Notes matured on April 1, 2014 and on March 12, 2014, the Company and the respective holders agreed to extend the maturity date of the 1% Convertible Promissory Notes for a period of two years until April 1, 2016. In all other respects not specifically mentioned, the terms of the 1% Convertible Promissory Notes shall remain the same and shall be fully enforceable in accordance with its terms.

Pursuant to ASC Topic 470-50 and ASC Topic 470-50-40, the Company determined that the original convertible notes and the modified convertible notes had substantially different terms and hence the fair value of the embedded beneficial conversion feature of the modified convertible notes, which would be recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital and any debt discount will be amortized over the term of the modified convertible notes from the effective date of the new agreement using the effective interest method. As of April 1, 2014, the Company determined the fair value of the embedded beneficial conversion feature of the modified convertible notes is $nil.

~~4)No extension of 1% Convertible Promissory Notes at the maturity date on April 1, 2016~~

~~On April 29, 2016, the Company received a reservation of rights letter from the note holders to reserves all of its powers, rights and privileges.~~

On January 14, 2020, the Company entered into a Subscription Agreement with Tsang Wai Yee Terri (“the Subscriber”) under which the Subscriber agreed to purchase the 1%1% Senior Unsecured Convertible Note Agreement from the Company for an agreement purchase price of six hundred and forty-five thousand US Dollars ($~~645,000)~~645,000). On the same date, the Company signed the 1%1% Senior Unsecured Convertible Note Agreement under which the Company may sell and issue to the Subscriber up to an aggregate maximum amount of ~~$645,000~~$645,000 in principal amount of Convertible Notes prior to January 13, 2025. The Convertible Promissory Notes issued to the Investor are convertible at the holder’s option into shares of Company common stock at ~~$1.00~~$1.00 per share.

~~6) Gain on extinguishment~~Issuance of ~~debt~~New 1% Convertible Promissory Notes, due 2027 in 2022

On ~~December 16, 2020,~~January 18, 2022, the Company ~~received Abandonment of interest~~entered into a Subscription Agreement under which the Subscriber agreed to purchase the 1% Senior Unsecured Convertible Note Agreement from the ~~note holders to abandon, relinquish, and surrender all their rights and obligations under~~Company for an agreement purchase price of two million five hundred thousand US Dollars ($2,500,000). On the ~~Notes and they confirmed to receive no consideration in exchange for the Notes. Thus,~~same date, the Company ~~recognized a gain on extinguishment~~signed the with 1% Senior Unsecured Convertible Note Agreement under which the Company may sell and issue to the Subscriber up to an aggregate maximum amount of ~~debt~~$2,500,000 in principal amount of ~~$5,299,726~~Convertible Notes prior to January 19, 2027. The Convertible Promissory Notes issued to the Investor are convertible at the ~~date~~holder’s option into shares of ~~extinguishment and included in the statements of operations for the year ended December 31, 2020.~~Company common stock at $1.25 per share.

The following table details the accounting treatment of the convertible promissory notes:

The amortization of debt discount for the years ended December 31, 2022 and 2021 were as follows:

The ~~following table details~~ interest expenses for the ~~interest expenses:~~years ended December 31, 2022 and 2021 were as follows:

	Years Ended December 31,
	2020		2019
New 1% convertible promissory notes, due in 2016	$	12,329	$	50,000
Schedule of interest expenses					2022		2021
New 1% convertible promissory notes, due in 2025		6,238		-	$	6,450	$	6,468
New 1% convertible promissory notes, due in 2027						23,767		-
Total	$	18,567	$	50,000	$	30,217	$	6,468

On September 27, 2021, the Company entered into a lease agreement for office in Hong Kong with a two-year term, commencing on September 27, 2021 and expiring on September 26, 2023 which was early terminated in 2022. In 2022, the Company entered into agreements to acquire rights to operate the advertising panels with lease term from 15 to 36 months.

The operating lease expense for the years ended December 31, 2022 and 2021 were as follows:

As of December 31, 2022, future minimum commitments under the Company’s non-cancelable operating lease, in accordance with ASC 842, are as follows:

As of December 31, 2022 and 2021, the remaining weighted-average lease term were 1.71 and 1.74 years and the weighted-average incremental borrowing rate used to determine the operating lease liabilities were 4.60% and 2.33%, respectively.

Supplementary cash flow information related to lease where the Company was the lessee for the years ended December 31, 2022 and 2021 was as follows:

The Company accounts for loss contingencies in accordance with ASC Topic 450 and other related guidelines. As of December 31, ~~2020~~2022 and ~~2019,~~2021, the Company’s management is of the opinion that there are no commitments and contingencies to account for.

On ~~March~~October 28, ~~2019,~~2021, Keywin exercised its option to purchase an aggregate of 11,764,755 shares of the Company’ common stock for an aggregate purchase price of $2,000,000.

On November 30, 2021, the Company completed private placement of ~~35,000~~200,000 shares of restricted common stock at ~~either $1.5 or $1.88 per share. The transaction took place with 9 investors and generated gross proceeds of $63,375 for the year ended December 31, 2019.~~

~~On August 16, 2019, the Company completed private placement of 5,000 shares of restricted common stock at $1.875~~$3 per share. The transaction took place with an investor and generated gross proceeds of ~~$9,375~~$600,000 for the year ended December 31, ~~2019.~~2021. In March 2018, the Company entered into an escrow agent services agreement with an escrow agent. Pursuant to the agreement, the Company agreed to pay 5% of escrow funds from invest as compensation, the escrow agent was granted 10,000 shares for his services rendered and the Company issued 10,000 shares to the consultant. In connection with this stock grants and in accordance with ASC Topic 718, the Company recognized $30,000 of non-cash stock-based compensation included in general and administrative expenses on the consolidated statements of operation for the year ended December 31, 2021.

On December 30, 2021, the Board of Director granted an aggregate of 132,172 shares of common stock to the directors of the Company for their services rendered during the year 2021 and 2022. Each director was granted shares of the Company’s common stock and vested in 2021: Earnest Leung, 52,172 shares; Wong Wing Kong, 15,000 shares; and Shirley Cheng, 50,000 shares and Frederick Wong granted 15,000 shares and vested in 2022. In connection with these stock grants and in accordance with ASC Topic 718, the Company recognized $24,000 and $187,475 of non-cash stock-based compensation included in general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2022 and 2021, respectively.

On October 1, 2022, NCN (Ningbo) Culture Media Co., Ltd, a wholly foreign-owned enterprise in Ningbo, China of the Company entered into an employment contract with Chen Zhu (“the employee”) under which the employee agreed to bring in the advertising rights in Ningbo to the Company and the Company will reward him for 606,881 shares of the Company’s common stock. On February 1, 2023, the Company agreed to issue 606,881 restricted shares of the Company’s common stock to the employee, Chen Zhu. Pursuant to the terms of employment contract, if the employee can achieve the annual sales and profit before tax goal in 2023 and 2024, the Company will issue bonus shares of 303,441 and 303,441 restricted shares of the Company’s common stock to the employee, respectively.

The Company has not declared any dividends since incorporation. For instance, the terms of the outstanding promissory notes issued ~~January 14, 2020~~ contain restrictions on the payment of dividends. The dividend restrictions provide that the Company or any of its subsidiaries shall not declare or pay dividends or other distributions in respect of the equity securities of such entity other than dividends or distributions of cash which amounts during any 12-month period that exceed ten percent (10%) of the consolidated net income of the Company based on the Company’s most recent audited consolidated financial statements disclosed in the Company’s annual report on Form 10-K (or equivalent form) filed with the U.S. Securities and Exchange Commission.

Except as set forth below, during the years ended December 31, ~~2020~~2022 and ~~2019,~~2021, the Company did not enter into any material transactions or series of transactions that would be considered material in which any officer, director or beneficial owner of 5% or more of any class of the Company’s capital stock, or any immediate family member of any of the preceding persons, had a direct or indirect material interest.

In April 2009, in connection with debt restructuring, Statezone Ltd. of which Dr. Earnest Leung, the Company’s Chief Executive Officer and a Director (being appointed on July 15, 2009 and May 11, 2009, respectively) was the sole director, provided agency and financial advisory services to the Company. Accordingly, the Company paid an aggregate service fee of $350,000, of which $250,000 has been recorded as issuance costs for 1% Convertible Promissory Notes and $100,000 has been recorded as prepaid expenses and other current assets, net since April 2009. Such $100,000 is refundable unless the Keywin Option is exercised and completed. ~~As of December 31, 2019,~~On October 28, 2021, Keywin exercised its option and $100,000 was recorded ~~as prepaid~~in general and administrative expenses ~~and other current assets.~~during the year ended December 31, 2021.

On July 1, 2009, the Company and Keywin, of which the Company’s chief executive officer and director is the director and his spouse is the sole shareholder, entered into an Amendment, pursuant to which the Company agreed to extend the exercise period for the Keywin Option under the Note Exchange and Option Agreement between the Company and Keywin, to purchase an aggregate of 1,637,522 shares of our common stock for an aggregate purchase price of ~~$2,000,000,~~$2,000,000, from a three-month period ended on July 1, 2009, to a six-month period ended October 1, 2009. The exercise period for the Keywin option was subsequently further extended to a nine-month period ended January 1, 2010, pursuant to the Second Amendment. On January 1, 2010, the Company and Keywin entered into the third Amendment, pursuant to which the Company agreed to further extend the exercise period to an eighteen-month period ended on October 1, 2010, and provide the Company with the right to unilaterally terminate the exercise period upon 30 days’ written notice. On September 30, 2010, the exercise price was extended at various times from September 1, 2010 to December 31, 2017 and the Keywin Option was further extended to a hundred and twenty-nine-month period ending on January 1, 2020 and the exercise price changed to $0.99. On December 31, 2019, the latest exercise period for the Keywin Option was further extended to a hundred and fifty-three-month period ending on January 1, 2022. On June 1, 2021, the Company and Keywin, of which the Company’s chief executive officer and director is the director and his spouse is the sole shareholder, entered into an Amendment, pursuant to which the Company agreed Keywin to purchase an aggregate of 11,764,756 shares of the Company’s common stock for an aggregate purchase price of $2,000,000. The fair value of the purchase option was determined utilizing Black-Scholes option pricing model on the date before the modification and after modification, accordingly, the Company recorded $nil and $3,544,430 as dividend for the year ended December 31, 2022 and 2021, respectively.

On October 28, 2021, Keywin exercised its option to purchase an aggregate of 11,764,755 shares of the Company’s common stock for an aggregate purchase price of $2,000,000 which for setting off against the Company’s obligation to repay part of the short term loan interest payable, there was no cash proceeds from the exercise of Keywin option.

As of December 31, 2022 and 2021, the Company recorded an aggregated amount of $1,037,167 and $2,845,006 of short-term loans from a shareholder that the loans are unsecured, bear a monthly interest of 1.5% and repayable on demand, respectively. However, according to the agreements, the Company shall have the option to shorten or extend the life of those short-term loans if the need arises and the Company has agreed with the shareholder to extend the short-term loans on the due date. As of December 31, 2022 and 2021, the Company recorded an interest payable recorded in accounts payable, accrued expenses and other payables of $167,468 and $470,315 , respectively. The interest expenses of the short-term loans for the years ended December 31, 2022 and 2021 amounted to $192,247 and $512,101, respectively. On January 18, 2022, the Company entered into a Subscription Agreement under which the Subscriber agreed to purchase the 1% Senior Unsecured Convertible Note Agreement from the Company for an agreement purchase price of two million five hundred thousand US Dollars ($2,500,000). The issuance of convertible note is for setting off against the Company’s obligation to repay part of the short-term loan $2,005,000 and interest payable $495,000, there was no cash proceeds from the issuance of convertible notes. As of the date of this report, the loan and interest payable balance have not yet been repaid.

The Company considered the payment of the outstanding payables have not been claimed due to loss of contact and it is in the best interests of Company to write off the long-aged payables. The Company has resolved that they are of the opinion that the obligation for future settlement of accrued long-aged payables are remote, therefore the related accruals have been written ~~off. $394,522~~off $nil and $708 were written off for the year ended December 31, ~~2020.~~2022 and 2021, respectively.

Net ~~profit/(loss)~~loss per share information for the years ended December 31, ~~2020~~2022 and ~~2019~~2021 was as follows:

	2020		2019
Schedule of net (loss) profit per common share						2022			2021
Numerator:
Net profit/(loss) attributable to NCN common stockholders	$	4,869,156	$	(893,701	)
Net loss attributable to NCN common stockholders						$	(925,278	)	$	(1,215,636	)
Denominator:
Weighted average number of shares outstanding, basic		8,774,263		8,762,339
Weighted average number of shares outstanding, basic^*							21,017,190			11,023,767
Effect of dilutive securities
Options and warrants		-		-			-			-
Weighted average number of shares outstanding, diluted		8,774,263		8,762,339			21,017,190			11,023,767

Net profit/(loss) per common share – basic and diluted	$	0.555	$	(0.102	)
Net (loss) profit per common share – basic and diluted						$	(0.04	)	$	(0.11	)

The diluted net ~~profit/~~(loss) profit per common share is the same as the basic net ~~profit/~~(loss) profit per common share for the years ended December 31, ~~2020~~2022 and ~~2019~~2021 as the ordinary shares issuable under stock options and warrants outstanding are anti-dilutive and are therefore excluded from the computation of diluted net ~~profit/~~(loss) profit per common share.

Income is subject to taxation in various countries in which the Company and its subsidiaries operate or are incorporated. The ~~profit/~~(loss) profit before income taxes by geographical locations for the years ended December 31, ~~2020~~2022 and ~~2019~~2021 were summarized as follows:

	2020			2019
Schedule of (income) loss before income taxes by geographical locations							2022			2021
United States	$	5,264,518		$	(168,330	)	$	(361,094	)	$	(469,314	)
Foreign		(395,362	)		(725,371	)		(564,184	)		(746,322	)
	$	4,869,156		$	(893,701	)	$	(925,278	)	$	(1,215,636	)

The provision for income taxes consisted for the years ended December 31, 2022 and 2021 was as follows:

Other than the United States, the Company is subject to taxation in Hong Kong and PRC. Under Hong Kong tax laws, deferred tax assets are recognized for tax loss carried forward to the extent that the realization of the related tax benefit through future taxable profits is probable. These tax losses do not expire under current Hong Kong tax legislation. Under PRC tax laws, tax losses may be carried forward for 5 years and no carry-back is allowed. At December 31, ~~2020~~2022 the Company does not have available tax losses in the Hong Kong and PRC to utilize for future taxable profits.

The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted on March 27, 2020. There are several different provisions with the CARES Act that impact income taxes for corporations. The Company has evaluated the tax implications and believes these provisions did not have a material impact to the financial statements.

At December 31, ~~2020,~~2022, the Company had an unused net operating loss carryforward of approximately ~~$16,398,074~~$17,011,007 for income tax purposes. This net operating loss carryforward may result in future income tax benefits of approximately ~~$3,443,596,~~$3,567,272, which will expire on various from 2024 through 2037 as follows:

Schedule of operating loss carryforward
2024 to 2028	$	2,279,147	$	2,279,147
2029 to 2033		892,375		892,375
2034 to 2037		217,937		217,937
Indefinitely		54,137		177,813
	$	3,443,596	$	3,567,272

At December 31, 2021, the Company had an unused net operating loss carryforward of approximately $16,649,913 for income tax purposes. This net operating loss carryforward may result in future income tax benefits of approximately $3,496,482, which will expire on various from 2024 through 2037 as follows:

The realization of net operating loss carryforward is uncertain at this time, a valuation allowance in the same amount has been established. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax liabilities and assets of December 31, ~~2020~~2022 and ~~2019~~2021 are as follows:

	2020			2019
Schedule of deferred tax liabilities and deferred tax assets							2022			2021
Deferred tax liabilities	$	-		$	-		$	-		$	-
Deferred tax assets:
Effect of net operating loss carried forward		3,443,596			4,549,144			3,567,272			3,496,482
Less: valuation allowance		(3,443,596	)		(4,549,144	)		(3,567,272	)		(3,496,482	)
Net deferred tax assets	$	-		$	-		$	-		$	-

	2020			2019

Schedule of movement of valuation allowance						2022		2021
At the beginning of the year	$	4,549,144		$	4,513,795	$	3,496,482	$	3,443,596
Current year (reduction)/addition		(1,105,548	)		35,349
Current year addition (reduction)							70,790		52,886
At the end of the year	$	3,443,596		$	4,549,144	$	3,567,272	$	3,496,482

Financial instruments that potentially subject the Group to significant concentrations of credit risk consist primarily of cash. As of December 31, 2022 and 2021, cash balance of $1,571 and $21,677 was maintained at financial institutions in Hong Kong and approximately HK$500,000 were insured by the Hong Kong Deposit Protection Board. As of December 31, 2022, $18,780 were deposited with financial institutions located in the PRC. These balances are not covered by insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

Details of the customer accounting for 10% or more of total revenues are as follows:

Details of the customer which accounted for 10% or more of accounts receivable are as follows:

Details of the suppliers accounting for 10% or more of cost of advertising are as follows:

Details of the suppliers accounting for 10% or more of account payable are as follows:

On February 1, 2023, the Company agreed to issue 606,881 restricted shares of the Company’s common stock to the employee, Chen Zhu. On October 1, 2022, NCN Ningbo entered into an employment contract with Chen Zhu (“the employee”) under which the employee agreed to bring in the advertising rights in Ningbo to the Company and the Company will reward him for 606,881 shares of the Company’s common stock. Pursuant to the terms of employment contract, if the employee can achieve the annual sales and profit before tax goal in 2023 and 2024, the Company will issue bonus shares of 303,441 and 303,441 restricted shares of the Company’s common stock to the employee, respectively.

On March 22, 2023, the Board of Directors and Majority of stockholders of the Company approved to decrease the total number of authorized shares of Common Stock from 100,000,000,000 to 100,000,000.

Delaware	90-0370486
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Large accelerated filer o¨		Accelerated filer o¨
Non-accelerated filero¨		Smaller reporting company þx
		Emerging growth company o¨

Class of Securities		Shares Outstanding
Common Stock, $0.001 par value		~~8,774,263~~21,355,899

PART I
	Item 1.	Business	1
	Item 1A.	Risk Factors	75
	Item 1B.	Unresolved Staff Comments	75
	Item 2.	Properties	75
	Item 3.	Legal Proceedings	76
	Item 4.	Mine Safety Disclosures	76
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	87
	Item 6.	~~Selected Financial Data~~Reserved	109
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	109
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	17
	Item 8.	Financial Statements and Supplementary Data	1718
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	1718
	Item 9A.	Controls and Procedures	1718
	Item 9B.	Other Information	18
~~PART III~~19
	Item 9C.	Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.	19
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	1820
	Item 11.	Executive Compensation	2223
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2728
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	3031
	Item 14.	Principal Accounting Fees and Services	3132
PART IV
	Item 15.	Exhibits, Financial Statement Schedules	3233
	Item 16.	Form 10-K Summary	34
SIGNATURES			34
~~SIGNATURES~~FINANCIAL STATEMENTS			34
~~FINANCIAL STATEMENTS~~			F-1

	Payments due by period
	Total		Due in 2020		Due in 2021 – 2022		Due in 2022-2023		Thereafter
Debt Obligations (a)	$	645,000	$	-	$	-	$	-	$	645,000
Short Term Loan (b)		2,973,211		2,973,211		-		-		-

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock	NWCN	OTC

	Payments due by period
	Total		Due in 2023		Due in 2024 – 2025		Due in 2026-2027		Thereafter
Debt Obligations (a)	$	645,000	$	-	$	645,000	$	-	$	-
Debt Obligations (a)	$	2,500,000	$	-	$	-	$	2,500,000		-
Short Term Loan (b)	$	1,165,372	$	1,165,372	$	-	$	-	$	-

Name	Position
Earnest Leung	Chief Executive Officer and Chairperson of the Board
Shirley Cheng	Chief Financial Officer and Corporate Secretary

(1)	~~(1)~~The Company withheld 12 months’ salary totaled HK$720,000 (approximately $92,308) to Dr. Earnest Leung during the fiscal years ended December 31, 2022 and 2021 respectively. As of December 31, 2022 and 2021, the accrued salary to Dr. Leung was $1,009,828 and $917,520, respectively.

(2)	No bonus was paid to the Named Executive Officers in fiscal ~~2020~~2022 and 2019. The amounts reflected the salary paid to the Executives during each of fiscal years. The Company withheld 12 months’ salary payment for Dr. Leung during the fiscal years ended December 31, 2020 and 2019 respectively.2021.

Plan Category	Number Of Securities To Be Issued Upon Exercise Of Outstanding Options, Warrants And Rights (A)		Weighted Average Exercise Price Of Outstanding Options, Warrants And Rights (B)		Number Of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (A)) (C)

Equity compensation plans approved by security holders		-		-		281,503	(1)


Total		-		-		281,503

(i)	Reports of Independent Registered Public Accounting Firms
(ii)	Consolidated Balance Sheets as of December 31, ~~2020~~2022 and ~~2019~~2021
(iii)	Consolidated Statements of Operations and Comprehensive Income/(Loss) for the years ended December 31, ~~2020~~2022 and ~~2019~~2021
(iv)	Consolidated Statement of Stockholders’ Equity for the years ended December 31, ~~2020~~2022 and ~~2019~~2021
(v)	Consolidated Statements of Cash Flows for the years ended December 31, ~~2020~~2022 and ~~2019~~2021
(vi)	Notes to Consolidated Financial Statements

Exhibit No.	Exhibit Description
3.1	Amended And Restated Certificate Of Incorporation
3.2	Amended and Restated By-Laws, adopted on January 10, 2006
3.3	Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on July 27, 2009
3.4	Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on September 16, 2011
3.5	Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on September 16, 2011
~~4.1~~3.6	Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on October 11, 2021
4.1	Form of Registrant’s Common Stock Certificate
4.2	Form of Registrant’s Common Stock Certificate
4.3	~~Form of Warrant, in connection with 3% Convertible Promissory Notes and Warrants~~
~~4.4~~	TEDA Travel Group, Inc. 2004 Stock Incentive Plan, effective on April 16, 2004
~~4.5~~4.4	~~2007 Stock Option/Stock Issuance Plan, effective on April 6, 2007~~
~~4.6~~	~~Form of Note 1% Senior Unsecured Convertible Promissory Note, dated April 2, 2009~~
~~4.7~~	Registration Rights Agreement, in connection with debt restructuring, dated April 2, 2009, by and among the Company, Sculptor Finance (MD) Ireland Limited, Sculptor Finance (AS) Ireland Limited, Sculptor Finance (SI) Ireland Limited and Keywin Holdings Limited
~~4.8~~	~~Network CN Inc. Amended and Restated 2007 Equity Incentive Plan~~
~~4.9~~	~~Form of Note 1% Senior Unsecured Convertible Promissory Note, dated April 2, 2012~~
~~4.10~~	~~Network CN Inc. Second Amended and Restated 2007 Equity Incentive Plan~~
~~4.11~~	Network CN Inc. Third Amended and Restated 2007 Equity Incentive Plan
~~10.1~~4.5	~~Registration Rights Agreement, dated November 19, 2007, by and among (i)~~ Network CN Inc., Sculptor Finance (MD) Ireland Limited, Sculptor Finance (AS) Ireland Limited and Sculptor Finance (SI) Ireland Limited, OZ Master Fund, Ltd., OZ Asia Master Fund, Ltd. and OZ Global Special Investments Master Fund, L.P.Inc, 2023 Equity Incentive Plan
~~10.2~~10.1	Note Exchange Agreement, dated April 2, 2009, by and among the Company, Sculptor Finance (MD) Ireland Limited, Sculptor Finance (AS) Ireland Limited, Sculptor Finance (SI) Ireland Limited, OZ Master Fund, Ltd., OZ Asia Master Fund, Ltd. and OZ Global Special Investments Master Fund, L.P.
~~10.3~~	Note Exchange and Option Agreement, dated April 2, 2009, between the Company and Keywin Holdings Limited.
~~10.4~~10.2	Letter Agreement and Termination of Investor Rights Agreement, dated April 2, 2009, by and among the Company, Sculptor Finance (MD) Ireland Limited, Sculptor Finance (AS) Ireland Limited, Sculptor Finance (SI) Ireland Limited, OZ Master Fund, Ltd., OZ Asia Master Fund, Ltd., OZ Global Special Investments Master Fund, L.P. and Keywin Holdings Limited.
~~10.5~~	Employment Agreement, dated July 15, 2009, between the Company and Earnest Leung.
~~10.6~~10.3	~~Employment Agreement, dated July 15, 2009, between the Company and Godfrey Hui.~~
~~10.7~~	Amendment No. 1 to Note Exchange and Option Agreement, dated July 1, 2009, between Keywin Holdings Limited and the Company.
~~10.8~~10.4	Amendment No. 2 to Note Exchange and Option Agreement dated September 30, 2009, between Keywin Holding Limited and the Company.
~~10.9~~10.5	Amendment No. 3 to Note Exchange and Option Agreement, dated January 1, 2010, between Keywin Holding Limited and the Company
~~10.10~~10.6	Amendment No. 4 to Note Exchange and Option Agreement, dated September 30, 2010, between Keywin Holding Limited and the Company
~~10.11~~10.7	Amendment No. 5 to Note Exchange and Option Agreement, dated June 1, 2011, between Keywin Holding Limited and the Company
~~10.12~~10.8	Amendment No. 6 to Note Exchange and Option Agreement, dated December 30, 2011, between Keywin Holding Limited and the Company
~~10.13~~10.9	Amendment No. 7 to Note Exchange and Option Agreement, dated June 28, 2012, between Keywin Holding Limited and the Company
~~10.14~~10.10	Amendment No.8 to Note Exchange and Option Agreement, dated December 28, 2012, between Keywin Holding Limited and the Company

~~10.15~~10.11	Amendment No.9 to Note Exchange and Option Agreement, dated December 31, 2013, between Keywin Holding Limited and the Company
~~10.16~~10.12	Amendment No.10 to Note Exchange and Option Agreement, dated December 12, 2014, between Keywin Holding Limited and the Company
~~10.17~~10.13	Amendment No.11 to Note Exchange and Option Agreement, dated December 31, 2015, between Keywin Holdings Limited and the Company

10.14	Amendment No.12 to Note Exchange and Option Agreement, dated December ~~31,~~28, 2017, between Keywin Holdings Limited and the Company
~~10.19~~10.15	Amendment No.13 to Note Exchange and Option Agreement, dated December 31, 2019, between Keywin Holdings Limited and the Company
~~10.20~~10.16	~~Exclusive Management Consulting Services Agreement dated January 1, 2008, by~~Amendment No.14 to Note Exchange and ~~among Lianhe, Bona and Bona’s PRC shareholders, namely Mr. Dayong Hao and Mr. Kaiyin Liu~~
~~10.21~~	~~Exclusive Technology Consulting Services Agreement dated January 1, 2008, by and among Lianhe, Bona and Bona’s PRC shareholders, namely Mr. Dayong Hao and Mr. Kaiyin Liu~~
~~10.22~~	~~Equity Pledge Agreement dated January 1, 2008, between Lianhe and Bona’s PRC shareholders, namely Mr. Dayong Hao and Mr. Kaiyin Liu~~
~~10.23~~	Option Agreement, dated ~~January~~June 1, ~~2008,~~2021, between ~~Lianhe~~Keywin Holdings Limited and ~~Bona’s PRC shareholders, namely Mr. Dayong Hao and Mr. Kaiyin Liu~~the Company
~~10.24~~10.17	~~Exclusive Management Consulting Services Agreement dated January 1, 2008, by and among Lianhe, Quo Advertising and Quo Advertising’s PRC shareholders, namely Ms. Zhang Lina and Ms. Zhang Qinxiu~~
~~10.25~~	~~Exclusive Technology Consulting Services Agreement dated January 1, 2008, by and among Lianhe, Quo Advertising and Quo Advertising’s PRC shareholders, namely Ms. Zhang Lina and Ms. Zhang Qinxiu~~
~~10.26~~	~~Equity Pledge Agreement dated January 1, 2008, between Lianhe and Quo Advertising’s PRC shareholders, namely Ms. Zhang Lina and Ms. Zhang Qinxiu~~
~~10.27~~	~~Option Agreement dated January 1, 2008, by and among Lianhe, Quo Advertising and Quo Advertising’s PRC shareholders, namely Ms. Zhang Lina and Ms. Zhang Qinxiu~~
~~10.28~~	Agreement in connection with the transfer of operation from Quo Advertising to Yi Gao dated January 1, 2010, by and among Quo Advertising, Linkrich Enterprise, Mr. Hao Da Yong, Ms. Shen Xiao Zhou, Ms. Kang Qian and Ms. Ying Zhen Zhen
~~10.29~~	~~Declaration of Trust in connection with Quo Advertising holding 30% equity interest of Yi Gao on behalf of Linkrich Enterprise dated January 1, 2010~~
~~10.30~~	Consultancy Agreement in connection with debt restructuring dated December 1, 2008, between NCN Group Ltd and Statezone Limited
~~10.31~~14.1	~~Sino-Foreign Cooperative Joint Venture Agreement for Yi Gao Shanghai Advertising Limited dated January 1, 2009, between Quo Advertising and Linkrich Enterprise~~
~~14.1~~	Code of Business Conduct and Ethics for Network CN Inc. as approved and amended by the Board of Directors as of September 1, 2007 and September 29, 2008 respectively
21.1	Subsidiaries of the registrant.*
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

	NETWORK CN INC

	By:	/s/ Earnest Leung
	Earnest Leung
	Chief Executive Officer
	(Principal Executive Officer)
Date: ~~March 30, 2021~~April 13, 2023


	By:	/s/ Shirley Cheng
	Shirley Cheng
	Chief Financial Officer
	(Principal Financial and Accounting Officer)
Date: ~~March 30, 2021~~April 13, 2023

Name	Title	Date

/s/ Earnest Leung	Chief Executive Officer and Director	~~March 30, 2021~~April 13, 2023
Earnest Leung	(Principal Executive Officer)

/s/ Shirley Cheng	Chief Financial Officer and Director	~~March 30, 2021~~April 13, 2023
Shirley Cheng	(Principal Financial and Accounting Officer)

/s/ Frederick Wong ~~Wing Kong~~	Director	~~March 30, 2021~~April 13, 2023
Frederick Wong ~~Wing Kong~~

Contents		Page
Report of Independent Registered Public Accounting ~~Firm~~Firms (PCAOB ID 6778)		F-2

Consolidated Balance Sheets as of December 31, ~~2020~~2022 and ~~2019~~2021		F-4

Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, ~~2020~~2022 and ~~2019~~2021		F-5

Consolidated Statements of Stockholders’ Deficit for the years ended December 31, ~~2020~~2022 and ~~2019~~2021		F-6

Consolidated Statements of Cash Flows for the years ended December 31, ~~2020~~2022 and ~~2019~~2021		F-7

Notes to Consolidated Financial Statements		F-8

	Common Stock				Additional Paid-In		Accumulated			Accumulated Other Comprehensive
	Share		Amount		Capital		Deficit			Income			Total
Balance as of January 1, 2019		8,732,263	$	8,731	$	124,133,095	$	(137,671,203	)	$	1,703,947		$	(11,825,430	)
Stock-based compensation for stock granted to consultant for services		2,000		2		3,636		-			-			3,638
Shares issued for private placement		40,000		40		72,710		-			-			72,750
Translation adjustment		-		-		-		-			(29	)		(29	)
Net loss for the year		-		-		-		(893,701	)		-			(893,701	)
Balance as of December 31, 2019		8,774,263	$	8,773	$	124,209,441	$	(138,564,904	)	$	1,703,918		$	(12,642,772	)
Translation adjustment		-		-		-		-			321			321
Net profit for the year		-		-		-		4,869,156			-			4,869,156
Balance as of December 31, 2020		8,774,263	$	8,773	$	124,209,441	$	(133,695,748	)	$	1,704,239		$	(7,773,295	)

~~Name~~Schedule of subsidiaries and variable interest entities		~~Place of~~ ~~Incorporation~~
Name	Place of Incorporation	Ownership/Control interest attributable to the Company		Principal activities
NCN Group Limited	BVI	~~BVI~~100%		~~100%~~	Investment holding
NCN Media Services Limited	BVI	~~BVI~~100%		~~100%~~	Investment holding
Cityhorizon Limited		Hong Kong	100%	~~100%~~	Investment holding
NCN Group Management Limited		Hong Kong	100%	~~100%~~	Provision of administrative and management services
Crown Eagle Investment Limited		Hong Kong	100%	~~100%~~	~~Dormant~~Investment holding
Crown Winner International Limited		Hong Kong	100%	~~100%~~	Investment holding
NCN Group (Global) Limited	Hong Kong	100%	Investment holding
ChenXing (Beijing) Advertising Co., Ltd	PRC	100%	Investment holding
Ruibo (Shenzhen) Advertising Co., Ltd	PRC	100%	Investment holding
NCN (Ningbo) Culture Media Co., Ltd	PRC	100%	Provision of advertising services
NCN (Nanjing) Culture Co., Ltd	PRC	100%	Provision of advertising services
NCN (Beijing) Advertising Co., Ltd.	PRC	100%	Provision of advertising services
NCN (Tianjin) Culture Co., Ltd	PRC	100%	Provision of advertising services
NCN Huamin Management Consultancy (Beijing) Company Limited *(2)	PRC	~~PRC~~100%		~~100%~~	~~Dormant~~Not applicable
Huizhong Lianhe Media Technology Co., Ltd. *(2)	PRC	~~PRC~~100%		~~100%~~	~~Dormant~~Not applicable
Beijing Huizhong Bona Media Advertising Co., Ltd.*(2)	PRC	~~PRC~~100% (1)		~~100% (1)~~	~~Dormant~~Not applicable
Xingpin Shanghai Advertising ~~Limited~~Limited(3)	PRC	~~PRC~~100% (1)		~~100% (1)~~	Dormant
Chuanghua Shanghai Advertising Limited (3)	PRC	~~PRC~~100%		~~100%~~	Dormant
Jiahe Shanghai Advertising Limited (2)	PRC	~~PRC~~100%		~~100%~~	~~Dormant~~Not applicable

Schedule of Accounts receivables, net	2022		2021
Accounts receivable	$	74,783	$	-
Less: allowance for doubtful debts		-		-
Total	$	74,783	$	-

Schedule of intangible assets	2022			2021
Cost	$	333,785		$	-
Less: accumulated amortization		(27,815	)		-
Total	$	305,970		$	-

Schedule of estimated amortization	Estimated amortization expense
Twelve Months Ending December 31,
2023	$	111,262
2024		111,262
2025		83,446
2026		-
Thereafter		-
Total	$	305,970

Schedule of right-of-use assets, net	2022			2021
Cost	$	80,870		$	90,277
Less: accumulated depreciation		(8,463	)		(14,755	)
Total	$	72,407		$	75,522

	New 1% Convertible Promissory Notes, due in 2016			New 1% Convertible Promissory Notes, due in 2025		Total

Net carrying value of convertible promissory notes as of December 31, 2019	$	5,000,000		$	-	$	5,000,000
Proceeds of new 1% convertible promissory notes		-			645,000		645,000
Abandonment of note		(5,000,000	)		-		(5,000,000	)
Net carrying value of convertible promissory notes as of December 31, 2020	$	-		$	645,000	$	645,000

Schedule of convertible promissory notes	New 1% Convertible Promissory Notes, due in 2025		New 1% Convertible Promissory Notes, due in 2027			Total
Net carrying value of convertible promissory notes as of December 31, 2021	$	645,000	$	-		$	645,000
Proceeds of new 1% convertible promissory notes		-		2,500,000			2,500,000
Less: Allocated intrinsic value of beneficial conversion feature (Note a)		-		(400,000	)		(400,000	)
Add: Accumulated amortization of debt discount		-		72,485			72,485
Net carrying value of convertible promissory notes as of December 31, 2022	$	645,000	$	2,172,485		$	2,817,485

Schedule of amortization of debt discount	2022		2021
New 1% convertible promissory notes, due in 2025	$	-	$	-
New 1% convertible promissory notes, due in 2027		72,485		-
Total	$	72,485	$	-

Schedule of operating lease expense		2022				2021
Operating lease cost – straight line		$	52,578			$	15,385

Schedule of future minimum operating lease payments
Fiscal years ending December 31,	Operating leases
2023	$	37,108
2024		24,198
2025		8,050
2026		-
Thereafter		-
Total undiscounted cash flows		69,356
Less: imputed interest		(1,785	)
Present value of lease liabilities	$	67,571

Schedule of supplementary cash flow information
	2022		2021
Operating cash outflows from operating lease	$	52,578	$	15,385

NON-CASH OPERATING ACTIVITIES

Right-of-use assets obtained in exchange for new operating lease liabilities		79,213		90,277

Schedule of provision for income taxes	2022			2021
(Loss) Profit before income taxes	$	(925,278	)	$	(1,215,636	)
Statutory income tax rate		21	%		21	%
Income tax credit computed at statutory income rate		(194,308	)		(255,284	)
Reconciling items:
Non-deductible expenses		117,723			156,211
Share-based payments		5,040			45,670
Tax effect of tax exempt entity		755			516
Valuation allowance on deferred tax assets		70,790			52,886
Income tax	$	-		$	-

2024 to 2028	$	2,332,033
2029 to 2033		892,375
2034 to 2037		217,937
Indefinitely		54,137
	$	3,496,482

Schedule of concentration of risk
	2022			2021

Customer A	$	100,013	94%	$	-

~~Plan Category~~

~~Number Of Securities To~~
~~Be Issued Upon Exercise Of~~
~~Outstanding Options,~~
~~Warrants And Rights~~ ~~(A)~~

~~Weighted Average~~
~~Exercise Price Of~~
~~Outstanding Options,~~
~~Warrants And Rights~~
~~(B)~~

~~Number Of Securities Remaining~~
~~Available For Future Issuance~~
~~Under Equity Compensation~~
~~Plans (Excluding Securities~~
~~Reflected In Column (A))~~ ~~(C)~~

~~Equity compensation~~
~~plans approved by~~
~~security holders~~

~~281,503(1)~~

~~281,503~~