Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2023

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number: 000-30264

NETWORK CN INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

90-0370486

(State or other jurisdiction of incorporation

or organization)

(I.R.S. Employer Identification No.)

Unit 705B, 7th Floor, New East Ocean Centre, 9 Science Museum Road, TST, KLN, Hong Kong 00000

(Address of principal executive offices, Zip Code)

(852) 9625-0097

(Registrant’s telephone number, including area code)

_____________________________________________________

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

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

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

Indicate by check mark whether the registrant (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. Yes x 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). Yes x 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,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x
	Emerging growth company o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares outstanding of each of the issuer’s classes of common stock, as of August 14, 2023 is as follows:

Class of Securities		Shares Outstanding
Common Stock, $0.001 par value		22,487,859

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

PART II

OTHER INFORMATION

Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30

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PART I

FINANCIAL INFORMATION

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS

NETWORK CN INC.

CONSOLIDATED FINANCIAL STATEMENTS

	Page
Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and as of December 31, 2022	4

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	5

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited)	7

Notes to Unaudited Consolidated Financial Statements	9

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NETWORK CN INC.

CONSOLIDATED BALANCE SHEETS


	Note(s)	As of June 30, 2023 (Unaudited)			As of December 31, 2022
ASSETS
Current Assets
Cash		$	2,622		$	20,351
Accounts receivables, net	4		116,313			74,783
Prepaid expenses and other current assets, net	5		11,316			8,081
Inventories	6		9,202			-
Total Current Assets			139,453			103,215

Equipment, Net			1,741			2,427

Intangible Assets, Net	7		769,154			305,970

Right-of-use assets, Net	8		124,387			72,407

TOTAL ASSETS		$	1,034,735		$	484,019

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable, accrued expenses and other payables	9	$	3,270,004		$	2,771,345
Lease liabilities	12		83,065			35,681
Short-term loans	10		1,266,746			1,165,372
Total Current Liabilities			4,619,815			3,972,398

Non-Current Liabilities
Noncurrent portion of lease liabilities	12		9,958			31,890
1% convertible promissory note due 2025, net	11		645,000			645,000
1% convertible promissory note due 2027, net	11		2,209,457			2,172,485
Total Non- Current Liabilities			2,864,415			2,849,375

TOTAL LIABILITIES			7,484,230			6,821,773

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, 100,000,000 shares authorized. Shares issued and outstanding: 23,421,823 and 20,749,018 as of June 30, 2023 and December 31, 2022, respectively			23,422			20,749
Additional paid-in capital			132,450,740			131,317,155
Accumulated deficit			(140,637,172	)		(139,381,092	)
Accumulated other comprehensive income			1,713,515			1,705,434
TOTAL STOCKHOLDERS’ DEFICIT	14		(6,449,495	)		(6,337,754	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	1,034,735		$	484,019

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

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NETWORK CN INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)


		For the Three Months Ended						For the Six Months Ended
	Note(s)	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
REVENUES
Advertising services		$	93,536		$	-		$	341,972		$	-

COST OF REVENUES
Cost of advertising services			(79,326	)		-			(327,977	)		-

GROSS PROFIT/(LOSS)			14,210			-			13,995			-

OPERATING EXPENSES
General and administrative			(211,873	)		(119,586	)		(459,042	)		(285,391	)
Amortization of intangible assets	7		(101,098	)		-			(223,601	)		-
Loss on written off of intangible assets	7		(449,473	)		-			(449,473	)		-
Stock based compensation for services			-			-			-			(24,000	)
Total Operating Expenses			(762,444	)		(119,586	)		(1,132,116	)		(309,391	)

LOSS FROM OPERATIONS			(748,234	)		(119,586	)		(1,118,121	)		(309,391	)

OTHER INCOME
Interest income			8			2			18			2
Government grant			849			2,051			3,198			2,051
Gain on lease termination	8		11,373			-			11,373			-
Total Other Income			12,230			2,053			14,589			2,053

INTEREST AND OTHER DEBT-RELATED EXPENSES
Amortization of debt discount	11		(18,567	)		(17,751	)		(36,972	)		(36,536	)
Interest expense	10 & 11		(59,162	)		(51,637	)		(115,576	)		(115,888	)
Total Interest and Other Debt–Related Expenses			(77,729	)		(69,388	)		(152,548	)		(152,424	)

NET LOSS BEFORE INCOME TAXES			(813,733	)		(186,921	)		(1,256,080	)		(459,762	)
Income taxes	17		-			-			-			-
NET LOSS		$	(813,733	)	$	(186,921	)	$	(1,256,080	)	$	(459,762	)

OTHER COMPREHENSIVE INCOME/(LOSS)
Foreign currency translation gain			8,654			-			8,081			-
Total Other Comprehensive Income			8,654			-			8,081			-

COMPREHENSIVE LOSS		$	(805,079	)	$	(186,921	)	$	(1,247,999	)	$	(459,762	)

NET LOSS PER COMMON SHARE – BASIC AND DILUTED	16	$	(0.04	)	$	(0.01	)	$	(0.06	)	$	(0.02	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – BASIC AND DILUTED	16		23,122,433			21,018,190			22,273,450			21,018,190

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

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NETWORK CN INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2022


	Common Stock				Additional Paid-In		Accumulated			Accumulated Other Comprehensive
	Share		Amount		Capital		Deficit			Income		Total
Balance as of January 1, 2022		20,749,018	$	20,749	$	130,559,370	$	(138,455,814	)	$	1,704,440	$	(6,171,255	)
Stock-based compensation for stock granted to directors for services		-		-		24,000		-			-		24,000
Beneficial conversion feature associated with convertible notes		-		-		400,000		-			-		400,000
Translation adjustment		-		-		-		-			-		-
Net loss for the period		-		-		-		(272,841	)		-		(272,841	)
Balance as of March 31, 2022		20,749,018	$	20,749	$	130,983,370	$	(138,728,655	)	$	1,704,440	$	(6,020,096	)
Translation adjustment		-		-		-		-			-		-
Net loss for the period		-		-		-		(186,921	)		-		(186,921	)
Balance as of June 30, 2022		20,749,018	$	20,749	$	130,983,370	$	(138,915,576	)	$	1,704,440	$	(6,207,017	)

NETWORK CN INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2023


	Common Stock				Additional Paid-In			Accumulated			Accumulated Other Comprehensive
	Share		Amount		Capital			Deficit			Income			Total
Balance as of January 1, 2023		20,749,018	$	20,749	$	131,317,155		$	(139,381,092	)	$	1,705,434		$	(6,337,754	)
Shares issued for intangible assets		606,881		607		(607	)		-			-			-
Stock-based compensation for stock granted for intangible assets		-		-		1,136,258			-			-			1,136,258
Translation adjustment		-		-		-			-			(573	)		(573	)
Net loss for the period		-		-		-			(442,347	)		-			(442,347	)
Balance as of March 31, 2023		21,355,899	$	21,356	$	132,452,806		$	(139,823,439	)	$	1,704,861		$	(5,644,416	)
Shares issued for intangible assets		2,065,924		2,066		(2,066	)		-			-			-
Translation adjustment		-		-		-			-			8,654			8,654
Net loss for the period		-		-		-			(813,733	)		-			(813,733	)
Balance as of June 30, 2023		23,421,823	$	23,422	$	132,450,740		$	(140,637,172	)	$	1,713,515		$	(6,449,495	)

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

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NETWORK CN INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Six Months Ended
	June 30, 2023			June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,256,080	)	$	(459,762	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of equipment		686			22,945
Amortization expense of right-of-use assets		123,988			-
Amortization of intangible assets		223,601			-
Amortization of debt discount		36,972			36,536
Loss on written of intangible assets		449,473			-
Stock-based compensation for services		-			24,000
Changes in operating assets and liabilities:
Accounts receivables, net		(41,530	)		-
Inventories		(9,202	)		4,443
Prepaid expenses and other current assets, net		(3,235	)		-
Operating lease liabilities		(157,340	)		(22,349	)
Accounts payable, accrued expenses and other payables		498,659			224,585
Net cash used in operating activities		(134,008	)		(169,602	)

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

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term loans		101,374			153,225
Net cash provided by financing activities		101,374			153,225

EFFECT OF EXCHANGE RATE CHANGES ON CASH		14,905			-

NET DECREASE IN CASH		(17,729	)		(17,455	)

CASH, BEGINNING OF PERIOD		20,351			21,677

CASH, END OF PERIOD	$	2,622		$	4,222

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes	$	-		$	-
Interest paid	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Settlement of short-term loans by conversion to convertible note (Note 1)	$	-		$	2,005,000
Settlement of short-term loans interest payable by conversion to convertible note (Note 1)	$	-		$	495,000
Recognition of right-of-use assets and lease liabilities	$	498,466		$	-
Stock-based compensation for stock granted for intangible assets (Note 2)	$	1,136,258		$	-
Issuance of shares for intangible assets (Note 2 & 3)	$	2,673		$	-

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

Note 1: 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 loans $2,005,000 and interest payable $495,000, there was no cash proceeds from the issuance of convertible notes.

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Note 2: Intangible Assets of 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 in aggregate 2,065,924 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 $1,136,258 as the cost of intangible assets. On April 25, 2023, the Company agreed to issue 2,065,924 restricted shares of the Company’s common stock to the employees for the intangible assets.

Note 3: Intangible Assets of Ningbo 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. On February 1, 2023, the Company agreed to issue 606,881 restricted shares of the Company’s common stock to the employee for the intangible assets.

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NETWORK CN INC.

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

NOTE 1.

ORGANIZATION AND PRINCIPAL ACTIVITIES

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., has been principally engaged in the provision of out-of-home advertising in China through the operation of a network of roadside LED 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 June 30, 2023, are described in Note 3 – Subsidiaries and Variable Interest Entities.

COVID-19 Pandemic

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.

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 2023 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, including as a result of 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.

Recent development

Termination of commercial agreements

In May 2023, the Board of Directors agreed and approved the termination of all commercial agreements with Beijing Huizhong Bona Media Advertising Co., Ltd (“Bona”) and Xingpin Shanghai Advertising Limited (“Xingpin”). The Company delivered termination notice to terminate all the commercial agreements with Bona and Xingpin and the Company will no longer able to exert control over Bona and Xingpin when the termination notices become effective.

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 April 25, 2023, the Company agreed to issue 933,964 and 1,131,960 restricted shares of the Company’s common stock to the employee, Qi Hao and Yang Wu Qiang, respectively. On January 1, 2023, NCN Chengdu and Tianjin entered into an employment contract with Qi Hao and Yang Wu Qiang (“the employees”) under which the employees agreed to bring in the advertising rights in Chengdu and Tianjin to the Company and the Company will reward him for 933,964 and 1,131,960 shares of the Company’s common stock. On May 16, 2023, Mr. Qi Hao resigned and the Company early terminated the advertising rights fee contracts in Tianjin and 933,964 shares issued were cancelled on August 4, 2023.

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Our Business in Ningbo

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 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.

Issuance of Convertible Promissory Note

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.

Authorized capital

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. We filed a Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State to decrease our authorized shares of common stock from 100,000,000,000 to 100,000,000 and the decrease had approved by Delaware secretary of state on August 6, 2023.

Going Concern

The Company has experienced recurring net losses $813,733 and $186,921 for the three months ended June 30, 2023 and 2022 respectively, and $1,256,080 and $459,762 for the six months ended June 30, 2023 and 2022 respectively. As of June 30, 2023, and December 31, 2022, the Company has stockholders’ deficit of $6,449,495 and $6,337,754, 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 unaudited 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, 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.

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NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Basis of Presentation and Preparation

The accompanying unaudited consolidated financial statements of Network CN Inc., its subsidiaries and variable interest entities (collectively “NCN” or the “Company” “we”, “our” or “us”) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of our financial position and results of operations.

The unaudited consolidated financial statements for the three months and six months ended June 30, 2023 and 2022 were not audited. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments or a description of the nature and amount of any adjustments other than normal recurring adjustments) have been made which are necessary for a fair presentation of financial statements. The results for the interim period are not necessarily indicative of the results to be expected for the full fiscal year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022, previously filed with the Securities and Exchange Commission on June 29, 2023. The disclosures made in the unaudited interim consolidated financial statements generally do not repeat those in the annual statements.

(B) Principles of Consolidation

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

(C) Use of Estimates

In preparing unaudited consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Differences from those estimates are reported in the period they become known and are disclosed to the extent they are material to the unaudited consolidated financial statements taken as a whole.

(D) Intangible Assets

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:

Advertising rights fee contracts

3 years

(E) Accounts Receivable Net of Allowance for Expected Credit Losses

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.

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(F) Leases

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.

(G) Convertible Promissory Notes

1% Convertible Promissory Notes, due in 2025

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 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.

1% Convertible Promissory Notes, due in 2027

The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the 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 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 financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion.

(H) Revenue Recognition

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.

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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.

(I) Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 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): 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 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 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 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

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NOTE 3.

SUBSIDIARIES AND VARIABLE INTEREST ENTITIES

Details of the Company’s principal subsidiaries and variable interest entities as of June 30, 2023 was as follows:


Name	Place of Incorporation	Ownership/Control interest attributable to the Company	Principal activities
NCN Group Limited	BVI	100%	Investment holding
NCN Media Services Limited	BVI	100%	Investment holding
Cityhorizon Limited (4)	Hong Kong	100%	Not applicable
NCN Group Management Limited	Hong Kong	100%	Provision of administrative and management services
Crown Eagle Investment Limited	Hong Kong	100%	Investment holding
Crown Winner International Limited (4)	Hong Kong	100%	Not applicable
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 (Chengdu) Culture Media Co., Ltd	PRC	100%	Provision of advertising services
NCN Huamin Management Consultancy (Beijing) Company Limited (2)	PRC	100%	Not applicable
Huizhong Lianhe Media Technology Co., Ltd. (2)	PRC	100%	Not applicable
Beijing Huizhong Bona Media Advertising Co., Ltd.(2)	PRC	100% (1)	Not applicable
Xingpin Shanghai Advertising Limited (3)	PRC	100% (1)	Dormant
Chuanghua Shanghai Advertising Limited (3)	PRC	100%	Dormant
Jiahe Shanghai Advertising Limited (2)	PRC	100%	Not applicable

Remarks:

Variable interest entity which the Company exerted 100% control through a set of commercial arrangements. The Company delivered termination notice to terminate all the commercial agreements with Bona and Xingpin and the Company will no longer able to exert control over Bona and Xingpin when the termination notices become effective.

The subsidiary/variable interest entity ’s business license has been revoked.

The subsidiary/variable interest entity was classified as abnormal operation business.

Deregistration of the company is in progress.

NOTE 4.

ACCOUNTS RECEIVABLES, NET

Accounts receivables, net as of June 30, 2023 and December 31, 2022 were as follows:

Accounts receivables, net
	As of June 30, 2023		As of December 31, 2022
Accounts receivable	$	116,313	$	74,783
Less: allowance for doubtful debts		-		-
Total	$	116,313	$	74,783

The Company recorded no allowance for doubtful debt for accounts receivable as of June 30,2023 and December 31, 2022.

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NOTE 5.

PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET

Prepaid expenses and other current assets, net as of June 30, 2023 and December 31, 2022 were as follows:


	As of June 30, 2023		As of December 31, 2022
Prepaid advertising rights	$	767	$	8,081
Prepaid expenses		3,621		-
Deposit paid		6,928		-
Less: allowance for doubtful debts		-		-
Total	$	11,316	$	8,081

NOTE 6.

INVENTORIES

Inventories, net as of June 30, 2023 and December 31, 2022 were as follows:

Schedule of inventories
	As of June 30, 2023		As of December 31, 2022
Finished goods	$	9,202	$	-
Less: provision for slow moving inventories		-		-
Total	$	9,202	$	-

For the three and six months ended June 30, 2023 and 2022, no provision for slow moving inventories was charged to expenses.

NOTE 7.

INTANGIBLE ASSETS, NET

Intangible Assets, net as of June 30, 2023 and December 31, 2022 were as follows:

Schedule of intangible assets
	As of June 30, 2023											As of December 31, 2022
	Ningbo (Note 1)			Tianjin (Note 2)		Chengdu (Note 3)			Total			Total
Cost	$	333,785		$	-	$	622,578		$	956,363		$	333,785
Less: accumulated amortization		(83,446	)		-		(103,763	)		(187,209	)		(27,815	)
Total	$	250,339		$	-	$	518,815		$	769,154		$	305,970

Note:

Intangible Assets of Ningbo 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.

Intangible Assets of Tianjin 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 933,964 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 $513,680 as the cost of intangible assets. On May 16, 2023, the Company early terminated the advertising rights fee contracts in Tianjin and 933,964 shares issued will be cancelled, the intangible asset was written off and loss on written off of intangible assets of $449,473 was recorded.

Intangible Assets of Chengdu 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 1,131,960 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 $622,578 as the cost of intangible assets.

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The Company recorded amortization expenses for the three and six months ended June 30, 2023, amounted to $101,098 and $223,601 respectively and no amortization expenses recorded for the three and six months ended June 30, 2022. The Company recorded loss on written off of intangible asset for the three and six months ended June 30, 2023, amounted to $449,473.

The estimated amortization is as follows:

Schedule of estimated amortization
	Estimated amortization expense
Twelve Months Ending December 31,
2023	$	159,393
2024		318,789
2025		290,972
2026		-
Thereafter		-
Total	$	769,154

NOTE 8.

RIGHT-OF-USE ASSETS, NET

Right-of-use, net as of June 30, 2023 and December 31, 2022 were as follows:

Schedule of right-of-use assets, net
	As of June 30, 2023			As of December 31, 2022
Cost	$	174,504		$	80,870
Less: accumulated depreciation		(50,117	)		(8,463	)
Total	$	124,387		$	72,407

Amortization expenses of right-of-use assets were $49,459 and $123,988 for the three and six months ended June 30, 2023, respectively, while interest expenses was nil for the three and six months ended June 30, 2022, respectively.

The Company has several operating advertising rights agreements with lease terms ranging from 2 to 3 years.

For the six months ended June 30, 2023, derecognition of right-of-use assets of $315,674.

NOTE 9.

ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES

Accounts payable, accrued expenses and other payables as of June 30,2023 and December 31,2022 were as follows:


	As of June 30, 2023		As of December 31, 2022
Accounts payable	$	173,351	$	76,601
Payment in advance		18,358		-
Accrued staff benefits and related fees		2,360,631		2,153,063
Accrued professional fees		69,658		93,171
Accrued interest expenses		329,669		214,094
Franchise tax payable		92,300		92,300
Other accrued expenses		125,546		41,625
Other payables		100,491		100,491
Total	$	3,270,004	$	2,771,345

NOTE 10.

SHORT-TERM LOANS

As of June 30, 2023 and December 31, 2022, the Company recorded an aggregated amount of $1,266,746 and $1,165,372 of short-term loans, respectively. Those loans were borrowed from a shareholder and an unrelated individual. Except for loan of $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, the balance of $1,266,746 have not yet been repaid.

The interest expenses of the short-term loans were $51,321 and $99,980 for the three and six months ended June 30, 2023, respectively, while interest expenses amounted $43,796 and $101,525 for the three and six months ended June 30, 2022, respectively.

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NOTE 11.

CONVERTIBLE PROMISSORY NOTES

Issuance of 1% Convertible Promissory Notes, due 2025 in 2020

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% Senior Unsecured Convertible Note Agreement from the Company for an agreement purchase price of six hundred and forty-five thousand US Dollars ($645,000). 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 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 per share.

Issuance of 1% Convertible Promissory Notes, due 2027 in 2022

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


	1% Convertible Promissory Notes, due in 2025		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 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 and January 31, 2023		645,000		2,172,485			2,817,485
Add: Amortization of debt discount		-		36,972			36,972
Net carrying value of convertible promissory notes as of June 30, 2023	$	645,000	$	2,209,457		$	2,854,457

Note:

(a)

At the time of issuance, the Company evaluated the intrinsic value of the beneficial conversion feature (“BCF”) associated with the conversion feature of the convertible promissory note. The BCF was recorded into additional paid-in capital. Additionally, the convertible promissory note was considered to have an embedded BCF because the effective conversion price was less than the fair value of the Company’s common stock on notes issuance date. The value of the BCF was recorded as a discount on the convertible promissory note. Hence, in connection with the issuance of the convertible promissory note, the Company recorded a total debt discount of $400,000 that will be amortized over the term of the Note using effective-interest rate method.

Amortization of debt discount

The following table details the amortization of debt discount:


	For the Three Months Ended				For the Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
1% convertible promissory notes, due in 2025	$	-	$	-	$	-	$	-
1% convertible promissory notes, due in 2027		18,567		17,751		36,972		36,536
Total	$	18,567	$	17,751	$	36,972	$	36,536

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Interest Expense

The following table details the interest expenses:

Schedule of interest expenses
	For the Three Months Ended				For the Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
1% convertible promissory notes, due in 2025	$	1,608	$	1,608	$	3,198	$	3,198
1% convertible promissory notes, due in 2027		6,233		6,233		12,398		11,165
Total	$	7,841	$	7,841	$	15,596	$	14,363

NOTE 12.

LEASE LIABILITIES

In 2022 and 2023, the Company entered into agreements to acquire rights to operate the advertising panels with lease term from 15 to 36 months.

As of June 30, 2023, future minimum commitments under the Company’s non-cancelable operating lease, in accordance with ASC 842, are as follows:


Fiscal years ending June 30,	Operating leases
2023	$	50,798
2024		36,239
2025		7,853
2026		-
Thereafter		-
Total undiscounted cash flows		94,890
Less: imputed interest		(1,867	)
Present value of lease liabilities		93,023
Less: Non-current portion of lease liabilities		(9,958	)
Current portion of lease liabilities	$	83,065

As of June 30, 2023 and December 31, 2022, the remaining weighted-average lease term was 1.25 years and 1.71 years, respectively and the weighted-average incremental borrowing rate used to determine the operating lease liabilities was 4.72% and 4.60% respectively.

Supplementary cash flow information related to lease where the Company was the lessee for the six months June 30, 2023 and 2022 was as follows:


	For the Six Months Ended
	June 30, 2023			June 30, 2022
Operating cash outflows from operating lease	$	(157,225	)	$	(22,349	)

NOTE 13.

COMMITMENTS AND CONTINGENCIES

Contingencies

The Company accounts for loss contingencies in accordance with ASC Topic 450 and other related guidelines. As of June 30, 2023 and December 31, 2022, the Company’s management is of the opinion that there are no commitments and contingencies to account for.

NOTE 14.

STOCKHOLDERS’ DEFICIT

Stock, Options and Warrants Issued for Services

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 $nil of non-cash stock-based compensation included in general and administrative expenses on the consolidated statements of operations for the three months ended June 30, 2023 and 2022 and the Company recognized $nil and $24,000 of non-cash stock-based compensation included in general and administrative expenses on the consolidated statements of operations for the six months ended June 30, 2023 and 2022, respectively.

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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.

In January 2023, NCN Chengdu and Tianjin started its operation and acquired rights to operate advertising panels in Chengdu and Tianjin. On April 25, 2023, the Company agreed to issue 933,964 and 1,131,960 restricted shares of the Company’s common stock to the employee, Qi Hao and Yang Wu Qiang, respectively. On January 1, 2023, NCN Chengdu and Tianjin entered into an employment contract with Qi Hao and Yang Wu Qiang (“the employees”) under which the employees agreed to bring in the advertising rights in Chengdu and Tianjin to the Company and the Company will reward him for 933,964 and 1,131,960 shares of the Company’s common stock. On May 16, 2023, Mr. Qi Hao resigned his position and the Company early terminated the advertising rights fee contracts in Tianjin and 933,964 shares issued were cancelled on August 4, 2023.

Restriction on payment of dividends

The Company has not declared any dividends since incorporation.

NOTE 15.

RELATED PARTY TRANSACTIONS

Except as set forth below, during the three and six months ended June 30, 2023 and 2022, 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.

As of June 30, 2023 and December 2022, the Company recorded an aggregated amount of $1,138,541 and $1,037,167 of short-term loans from a shareholder that the loans are unsecured, bear a monthly interest of 1.5% and repayable on demand. 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 June 30, 2023 and December 31, 2022, the Company recorded an interest payable recorded in accounts payable, accrued expenses and other payables of $266,806 and $167,468, respectively. The interest expenses of the short-term loans for the three months June 30, 2023 and 2022 amounted to $51,001 and $43,475, respectively. The interest expenses of the short-term loans for the six months June 30, 2023 and 2022 amounted to $99,339 and $128,025, respectively. On January 18, 2022, the shareholder agreed to purchase the 1% Senior Unsecured Convertible Note Agreement from the Company and converted the short-term loans and interest payable to convertible note. As of the date of this report, except the loan and interest payable balance of $2,500,000 converted to convertible note, the remaining loans have not yet been repaid.

The Company recorded rental expense of $1,923 and $3,846 for the three and six months ended June 30, 2023 to Habitat Investment Holdings Limited, of which the Company’s chief executive officer is Habitat Investment Holdings Limited’s director and shareholder.

NOTE 16.

NET LOSS PER COMMON SHARE

Net loss per common share information for the three and six months ended June 30, 2023 and 2022 was as follows:


	For the Three Months Ended						For the Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Numerator:	$			$			$			$
Net loss attributable to NCN common stockholders		(813,733	)		(186,921	)		(1,256,080	)		(459,762	)
Denominator:
Weighted average number of shares outstanding, basic *		23,122,433			21,018,190			22,273,450			21,018,190
Effect of dilutive securities		-			-			-			-
Options and warrants		-			-			-			-
Weighted average number of shares outstanding, diluted		23,122,433			21,018,190			22,273,450			21,018,190

Net loss per common share – basic and diluted	$	(0.04	)	$	(0.01	)	$	(0.06	)	$	(0.02	)

Including 268,172 shares that were granted and vested but not yet issued for the six months ended June 30, 2023 and 2022.

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The diluted net loss per common share is the same as the basic net loss per common share for the three and six months ended June 30, 2023 and 2022 as all potential common shares are anti-dilutive and are therefore excluded from the computation of diluted net loss per common share. There were no securities that could potentially dilute basic net loss per common share in the future that were not included in the computation of diluted net loss per common share because of anti-dilutive effect for the three and six months ended June 30, 2023 and 2022.

NOTE 17.

INCOME TAXES

Income is subject to taxation in various countries in which the Company and its subsidiaries operate or are incorporated. The loss before income taxes by geographical locations for the three and six months ended June 30, 2023 and 2022 were summarized as follows:


	For the Three Months Ended						For the Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
United States	$	(604,427	)	$	(63,085	)	$	(777,444	)	$	(158,824	)
Foreign		(209,306	)		(123,836	)		(478,636	)		(300,938	)
Total	$	(813,733	)	$	(186,921	)	$	(1,256,080	)	$	(459,762	)

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. As at June 30, 2023, 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.

As at June 30, 2023, the Company had an unused net operating loss carryforward of approximately $16,447,000 for income tax purposes. This net operating loss carryforward may result in future income tax benefits of approximately $3,730,535, which will expire on various from 2024 through 2037 as follows:

Schedule of operating loss carryforward
2024 to 2028	$	2,279,147
2029 to 2033		892,375
2034 to 2037		217,937
Indefinitely		341,076
	$	3,730,535

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 June 30, 2023 and December 31, 2022 are as follows:


	As of June 30, 2023			As of December 31, 2022
Deferred tax liabilities	$	-		$	-
Deferred tax assets:		-			-
Effect of net operating loss carried forward		3,730,535			3,567,272
Less: valuation allowance		(3,730,535	)		(3,567,272	)
Net deferred tax assets	$	-		$	-

Movement of valuation allowance:


	As of June 30, 2023		As of December 31, 2022
At the beginning of the period/year	$	3,567,272	$	3,496,482
Additions/(Deductions)		163,263		70,790
At the end of the period/year	$	3,730,535	$	3,567,272

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q, including the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results of the Company to differ materially from those anticipated, expressed or implied in the forward-looking statements. The words “believe”, “expect”, “anticipate”, “project”, “targets”, “optimistic”, “intend”, “aim”, “will” or similar expressions are intended to identify forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Risks and uncertainties that could cause actual results to differ materially from those anticipated include risks related to our potential inability to raise additional capital; changes in domestic and foreign laws, regulations and taxes; uncertainties related to China’s legal system and economic, political and social events in China; Securities and Exchange Commission regulations which affect trading in the securities of “penny stocks”; changes in economic conditions, including a general economic downturn or a downturn in the securities markets; and any of the factors and risks mentioned in the “Risk Factors” sections of our Annual Report on Form 10-K/A for fiscal year ended December 31, 2022 and in Part 2, Item 1A of this Form 10-Q. The Company assumes no obligation and does not intend to update any forward-looking statements, except as required by law.

COVID-19 Pandemic

Use of Terms

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

“BVI” are references to the British Virgin Islands;

“China” and “PRC” are to the People’s Republic of China;

the “Company”, “NCN”, “we”, “us”, or “our”, are references to Network CN Inc., a Delaware corporation and its direct and indirect subsidiaries: NCN Group Limited, or NCN Group, a BVI limited company; NCN Media Services Limited, a BVI limited company; NCN Group Management Limited, or NCN Group Management, a Hong Kong limited company; NCN Group (Global) Limited, or NCN Global, a Hong Kong Limited company and its subsidiaries; Crown Winner International Limited, or Crown Winner, a Hong Kong Limited company and its subsidiaries; Crown Eagle Investments Limited, a Hong Kong limited company; Cityhorizon Limited, or Cityhorizon Hong Kong, a Hong Kong limited company, and its subsidiary;

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“Cityhorizon Hong Kong” are references to Cityhorizon Limited, a Hong Kong limited company, and its wholly-owned subsidiary, its subsidiary, Huizhong Lianhe Media Technology Co., Ltd., or Lianhe, a PRC limited company, and the Company’s variable interest entity: Beijing Huizhong Bona Media Advertising Co., Ltd., or Bona, a PRC limited company;

“Crown Winner” are references to Crown Winner International Limited, or Crown Winner, a Hong Kong Limited company and its subsidiaries, Chuanghua Shanghai Advertising Limited, a PRC limited company and Jiahe Shanghai Advertising Limited, a PRC limited company and the Company’s variable interest entity: Xingpin Shanghai Advertising Limited, or Xingpin, a PRC limited company;

“RMB” are to the Renminbi, the legal currency of China;

the “Securities Act” are to the Securities Act of 1933, as amended; and the “Exchange Act” are to the Securities Exchange Act of 1934, as amended; and

“U.S. dollar”, “$” and “US$” are to the legal currency of the United States.

Overview of Our Business

Our mission is to become a leader in advertising media and actively serve brand customers. Our service is to provide our brand customers with integrated intelligent marketing solutions based on big data. We are committed to actively developing a new core retail channel “Community Channel" in the advertising field and strive to continue to develop this core to the whole of China in the future of each large and small community that makes us a leader in the core of the advertising industry.

History

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.

Network CN Inc. a Delaware holding company with headquarter in Hong Kong and its operations conducted in China. During the latter half of 2006, we adjusted our primary focus away from the tourism and hotel management business to the building of a media network with the goal of becoming a nationwide leader in out-of-home, digital display advertising, roadside LED digital video panels and mega-size video billboards. Since PRC regulations limit foreign ownership of companies that provide advertising services, our advertising business was initially provided through our contractual arrangements with our Variable Interest Entities (VIEs).

In early 2010, the Company fulfilled the requirements to directly own 100% of advertising business company in China, in order to increase our operational efficiency and effectiveness, we restructured our organization by consolidating our PRC operations into one directly owned PRC entity and no VIEs conduct business. Since 2010, we conduct 100% of our business through our wholly owned subsidiaries in PRC.

In August 2022, we focus in developing a new core retail channel “Community Channel” and we restarted our advertising business through our new PRC subsidiaries. The Company conducts 100% of our business through our wholly owned subsidiaries in PRC. During the year ended December 31, 2022, we conducted all of our business in the PRC through our PRC subsidiary in Ningbo only. Currently, the Company has established three newly subsidiaries, NCN (Ningbo) Culture Media Co., Ltd (“NCN Ningbo”), NCN (Chengdu) Culture Media Co., Ltd, (“NCN Chengdu”) and NCN (Tianjin) Culture Co., Ltd (“NCN Tianjin”).

For more information relating to our business, please refer to Part I, “Item 1 - Business” of our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022.

Recent development

Termination of commercial agreements

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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 April 25, 2023, the Company agreed to issue 933,964 and 1,131,960 restricted shares of the Company’s common stock to the employee, Qi Hao and Yang Wu Qiang, respectively. On January 1, 2023, NCN Chengdu and Tianjin entered into an employment contract with Qi Hao and Yang Wu Qiang (“the employees”) under which the employees agreed to bring in the advertising rights in Chengdu and Tianjin to the Company and the Company will reward him for 933,964 and 1,131,960 shares of the Company’s common stock. On May 16, 2023, Mr. Qi Hao resigned his position and the Company early terminated the advertising rights fee contracts in Tianjin and 933,964 shares issued were cancelled on August 4, 2023.

Our Business in Ningbo

Issuance of Convertible Promissory Note

Authorized capital

Results of Operations

The following results of operations is based upon and should be read in conjunction with the Company’s unaudited consolidated financial statements and the notes thereto included in Part I – Financial Information, “Item 1. Financial Statement.” All amounts are expressed in U.S. dollars.

Comparison of Three Months Ended June 30, 2023 and June 30, 2022

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 three months ended June 30, 2023 was $93,536, as compared to $nil for the prior year, the increase was attributed to the start of business in Ningbo, China in August 2022 and Tianjin and Chengdu in January 2023.

Cost of Revenues. Cost of revenues primarily consists of fees to obtain rights to operate advertising panels and production cost. Cost of revenues for the three months ended June 30, 2023 was $79,326 as compared to $nil for the prior year, the increase was attributed to the start of business in Ningbo, China in August 2022 and Tianjin and Chengdu in January 2023.

Gross Profit. Our gross profit for the three months June 30, 2023 was $14,210 compared to $nil for 2022.

General and Administrative Expenses – General and administrative expenses primarily consist of compensation related expenses (including salaries paid to executive and employees, employee bonuses and other staff welfare and benefits, rental expenses, depreciation expenses, fees for professional services, travel expenses and miscellaneous office expenses). General and administrative expenses for the three months ended June 30, 2023 increased by 77% to $211,873, as compared to $119,586 for the corresponding prior year period. The increase in general and administrative expenses for the three months ended June 30, 2023 compared to June 30, 2022 was due to the increase in salary and office expense from Ningbo, Tianjin and Chengdu office.

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Amortization of intangible assets – Amortization of intangible assets for the three months ended June 30, 2023 was $101,098, compared to $nil for the corresponding prior year period. The increase was mainly due to attributed to the start of business in Ningbo, China in August 2022 and Tianjin and Chengdu in January 2023.

Loss on written off of intangible assets – Loss on written off of intangible assets for the three months ended June 30, 2023 was $449,473, compared to $nil for the corresponding prior year period. The increase was mainly due to early termination of advertising contracts in Tianjin in May 2023.

Stock Based Compensation for services – Stock Based Compensation for services for the three months ended June 30, 2023 and 2022 were $nil.

Other income – Other income for the three months ended June 30, 2023 increased to 496% to $12,230, as compared to $2,053 for the corresponding prior year period. The increase was mainly due to gain on lease termination from the early termination of advertising contracts in May 2023.

Interest and Other Debt-Related Expenses – Interest expense and other debt-related expenses for the three months ended June 30, 2023 increased to 12% to $77,729, as compared to $69,388 for the corresponding prior year period. The increase was mainly due to the increased in interest to short-term loans.

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 during the three months ended June 30, 2023 and 2022, because the Company and all of its subsidiaries and variable interest entities operated at a taxable loss during the respective periods.

Net Loss – The Company incurred a net loss of $813,733 for the three months ended June 30, 2023, as compared to a net loss of $186,921 for the corresponding prior year period. The result was driven by the increase in general and administrative expenses from the new offices in PRC and loss on written off of intangible assets.

Comparison of Six Months Ended June 30, 2023 and June 30, 2022

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 six months ended June 30, 2023 was $341,972, as compared to $nil for the prior year, the increase was attributed to the start of business in Ningbo, China in August 2022 and Tianjin and Chengdu in January 2023.

Cost of Revenues. Cost of revenues primarily consists of fees to obtain rights to operate advertising panels and production costs. Cost of revenues for the six months ended June 30, 2023 was $327,977 as compared to $nil for the prior year, the increase was attributed to the start of business in Ningbo, China in August 2022 and Tianjin and Chengdu in January 2023.

Gross Profit/Loss. Our gross profit for the six months June 30, 2023 was $13,995 compared to $nil for 2022.

General and Administrative Expenses – General and administrative expenses primarily consist of compensation related expenses (including salaries paid to executive and employees, employee bonuses and other staff welfare and benefits, rental expenses, depreciation expenses, fees for professional services, travel expenses and miscellaneous office expenses). General and administrative expenses for the six months ended June 30, 2023 increased by 61% to $459,042, compared to $285,391 for the corresponding prior year period. The increase in general and administrative expenses for the six months ended June 30, 2023 compared to June 30, 2022 was due to the increase in salary and office expense from Ningbo, Tianjin and Chengdu office.

Amortization of intangible assets – Amortization of intangible assets for the six months ended June 30, 2023 was $223,601, compared to $nil for the corresponding prior year period. The increase was mainly due to attributed to the start of business in Ningbo, China in August 2022 and Tianjin and Chengdu in January 2023.

Loss on written off of intangible assets – Loss on written off of intangible assets for the six months ended June 30, 2023 was $449,473, compared to $nil for the corresponding prior year period. The increase was mainly due to early termination of advertising contracts in Tianjin in May 2023.

Stock Based Compensation for services – Stock Based Compensation for services for the six months ended June 30, 2023 was $nil, compared to $24,000 for the corresponding prior year period. The decrease was mainly due to no stock granted for directors’ service for the six months ended June 30, 2023.

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Other income – Other income for the six months ended June 30, 2023 increased to 611% to $14,589, as compared to $2,053 for the corresponding prior year period. The increase was mainly due to gain on lease termination from the early termination of advertising contracts in May 2023.

Interest and Other Debt-Related Expenses – Interest expense and other debt-related expenses for the six months ended June 30, 2023 was $152,548, compared to $152,424 for the corresponding prior year period with no significant change.

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 during the six months ended June 30, 2023 and 2022, because the Company and all of its subsidiaries and variable interest entities operated at a taxable loss during the respective periods.

Net Loss – The Company incurred a net loss of $1,256,080 for the six months ended June 30, 2023, as compared to a net loss of $459,762 for the corresponding prior year period. The result was mainly driven by the increase in general and administrative expenses from the new offices in PRC and written off of intangible asset.

Liquidity and Capital Resources

As of June 30, 2023, we had cash of $2,622, as compared to $20,351 as of December 31, 2022, an decrease of $17,729 which was due to decrease of settlement of office expenses.

The following table sets forth a summary of our cash flows for the periods indicated:

	For the Six Months Ended
	June 30, 2023			June 30, 2022
Net cash used in operating activities	$	(134,008	)	$	(169,602	)
Net cash used in investing activities		-			(1,078	)
Net cash provided by financing activities		101,374			153,225
Effect of exchange rate changes on cash		14,905			-
Net decrease in cash		(17,729	)		(17,455	)
Cash, beginning of period		20,351			21,677
Cash, end of period	$	2,622		$	4,222

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2023 was $134,008, as compared to $169,602 for the corresponding prior year period. This was mainly attributable to increase in accounts receivables and inventories during the six months ended June 30, 2023.

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 the issuance of additional equity and debt securities as well as on our noteholders’ 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. We cannot give assurance that we will be able to generate sufficient revenue or raise new funds, and our note holders 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.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2023 and 2022 were $nil and $1,078 respectively.

Financing Activities

Net cash provided by financing activities was $101,374 for the six months ended June 30, 2023, as compared to $153,225 for the corresponding prior year period. The decrease was mainly due to decrease in proceeds from short-term loans during the six months ended June 30, 2023.

Short-Term Loans

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Capital Expenditures

Net cash used in investing activities for the six months ended June 30, 2023 and 2022 were $nil and $1,078 from the purchase of office equipment.

Contractual Obligations and Commercial Commitments

The following table presents certain payments due under contractual obligations with minimum firm commitments as of June 30, 2023:

					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 Loans (b)	$	1,266,746	$	1,266,746	$	-	$	-	$	-

(a) Debt Obligations. We 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 an aggregate of $2,500,000 in 1% Convertible Promissory Notes in January 2022 and such 1% Convertible Promissory Notes matured in January 2027. For details, please refer to the Note 11 of the consolidated financial statements.

(b) Short-Term Loans. We have entered into short-term loans agreements with two individuals. Those loans with an aggregate amount of $1,138,541 are unsecured, bear a monthly interest of 1.5% and shall be 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. 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 the date of this report, those loans have not yet been repaid.

Transfer of Cash To and From Our Subsidiaries

The Company is incorporated in State of Delaware as a holding company with no actual operations and it currently conducts its business through its subsidiaries in China and our corporate headquarter is in Hong Kong. There has been no cash flows and transfers of other assets between the holding company and its subsidiaries other than that as of December 31, 2022, NCN Group Limited (BVI) and NCN Group Management Limited, a wholly owned subsidiaries of the Company have paid approximately $65,708 and $19,103 for corporate expenses on behalf of the holding company respectively and not as the dividend payment or distribution. None of our subsidiaries has made any dividend payment or distribution to our holding company as of the date of this report and they have no plans to make any distribution or dividend payment to the holding company in the near future. Neither the Company nor any of its subsidiaries has made any dividends or distributions to U.S. investors as of the date of this report.

Cash may be transferred within our consolidated group in the following manner:

we may transfer funds to our subsidiaries by way of capital contributions or loans, through intermediate holding companies or otherwise;

we may provide loans to our subsidiaries and vice versa; and

our subsidiaries may make dividends or other distributions to us, through intermediate holding companies or otherwise.

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We have made the following aggregate cash intercompany payments and transfers from January 1, 2023 to June 30, 2023.

DATE

DISTRIBUTOR

RECIPIENT

AMOUNT

DISCRIPTION

2/13/2023

NCN Group Management

HK to

Chenxing (Beijing)

PRC

US$1,473

Loan to subsidiary

2/13/2023

NCN Group Management

HK to

NCN (Beijing)

PRC

US$347

Loan to subsidiary

2/13/2023

NCN Group Management

HK to

NCN (Nanjing)

PRC

US$347

Loan to subsidiary

2/13/2023

NCN Group Management

HK to

Ruibo (Shenzhen)

PRC

US$383

Loan to subsidiary

3/1/2023

NCN Group

BVI to

NCN Global

US$36,506

Loan to subsidiary

3/1/2023

NCN Global

HK to

NCN (Ningbo)

PRC

US$14,602

Loan to subsidiary

3/1/2023

NCN Global

HK to

NCN (Chengdu)

PRC

US$21,903

Loan to subsidiary

5/31/2023

NCN Group Management

HK to

Ruibo (Shenzhen)

PRC

US$615

Loan to subsidiary

These payments reflect that cash provided by proceeds from short-term loans from our Hong Kong subsidiary and transfer of funds among our Hong Kong subsidiaries or BVI subsidiaries. Transfers of funds among our Hong Kong subsidiaries or from our Hong Kong subsidiaries to our BVI subsidiaries are free of restrictions. We may transfer of funds from Hong Kong subsidiaries or BVI subsidiaries to PRC subsidiaries are subject to review and conversion of HK$ or US$ to Renminbi Yuan (“RMB”), which represents the SAFE to monitor foreign exchange activities. Under the existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements with the banks. Currently, we don’t have any intention to distribute earnings or settle amounts owed under our operating structure.

All transfers of cash are related to the operations of the subsidiaries in the ordinary course of business. For our Hong Kong subsidiaries, our subsidiary in British Virgin Islands and the holding company (“Non-PRC Entities”), there is no restrictions on foreign exchange for such entities and they are able to transfer cash among these entities, across borders and to US investors. Also, there is no restrictions and limitations on the abilities of Non-PRC Entities to distribute earnings from their businesses, including from subsidiaries to the parent company or from the holding company to the U.S. investors as well as the abilities to settle amounts owed.

We may face difficulties or limitations on our ability to transfer cash to any wholly foreign-owned enterprises: Under PRC laws and regulations, our PRC subsidiaries, as wholly foreign-owned enterprises in China, may pay dividends only out of their respective accumulated after-tax profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve funds, until the aggregate amount of such funds reaches 50% of its registered capital. At its discretion, a wholly foreign-owned enterprise may allocate a portion of its after-tax profits based on PRC accounting standards to discretional funds. These reserve funds and discretional funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE and declaration and payment of withholding tax. Additionally, if our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends or make other distributions or payments to us. As a holding company, we may rely on dividends and other distributions on equity paid by our subsidiaries, including our PRC subsidiaries, for our cash and financing requirements. However, our PRC subsidiaries will not be able to pay dividends until they generate accumulated profits and meet the requirements described above. Also, PRC may impose greater restrictions on our Hong Kong subsidiaries’ abilities to transfer cash out of Hong Kong and to the holding company, which could adversely affect our business, financial condition and results of operations. PRC laws and regulations allow an offshore holding company to provide funding to our wholly owned subsidiary in China only through loans or capital contributions, subject to the filing or approval of government authorities and limits on the amount of capital contributions and loans. Subject to satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to our wholly owned subsidiaries in China or make additional capital contributions to fund their capital expenditures or working capital. For an increase of its registered capital, the subsidiaries need to file such change of registered capital with the MOFCOM or its local counterparts. If the holding company provides funding to its subsidiaries through loans, the total amount of such loans may not exceed the difference between the entity’s total investment as approved by the foreign investment authorities and its registered capital. Such loans must be registered with SAFE or its local branches.

The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends and other distributions may be subject to tighten scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. There are no other material restrictions on foreign currency restrictions with respect to our ability to transfer payments among our subsidiaries to the holding company and by holding company as a distribution to the holders of the Company.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

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Off Balance Sheet Arrangements

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.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2023, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were not effective as a result of the material weaknesses in its internal control over financial reporting that existed as of such date.

Our management identified a material weakness in our internal control over financial reporting, which are indicative of many small companies with small staff that 1) insufficient segregation of duties and effective risk assessment and 2) lack of accounting staff with sufficient US GAAP experience.

Remediation of Material Weakness

We will try our best effort to fulfill our staff shortage. However, current talent availability in market is tough and we need more efforts to compete for staff in the open market.

Changes in Internal Control Over Financial Reporting

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 to our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

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.

ITEM 1A.

RISK FACTORS.

There have been no material changes to the risk factors disclosed in Item 1A of our Form 10-K/A for the fiscal year ended December 31, 2022, other than as disclosed below. Additional risks and uncertainties, including risks and uncertainties not presently known to us, or that we currently deem immaterial, could also have an adverse effect on our business, financial condition and/or results of operations.

The ongoing COVID-19 pandemic could adversely affect our business, results of operations and financial condition.

The outbreak of COVID-19 was declared a pandemic by the World Health Organization on March 11, 2020. Since that time, COVID-19 has spread around the world and throughout the United States, including in the regions and communities 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. The spread of the virus has 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.

Our existing cash 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, 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. However, it may be difficult for us to raise funds in the current economic environment. If adequate capital is not available to us, our operations and financial condition could be adversely impacted.

The effect of COVID-19 and related events, including those described above and those not yet known or knowable, could have a negative effect on our stock price, business prospects, financial condition, and results of operations.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We have not sold any equity securities during the quarter ended June 30, 2023 which sale was not previously disclosed in a current report on Form 8-K filed during that period.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.

OTHER INFORMATION.

Not applicable.

Table of Contents

ITEM 6.

EXHIBITS.

The following exhibits are filed as part of this report or incorporated by reference:

Exhibit No.		Description
31.1		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 *		Financial statements and footnotes of Network CN Inc. for the fiscal quarter ended June 30, 2023, formatted in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T (furnished herewith)

* Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 14, 2023	NETWORK CN INC.


	By:	/s/ Earnest Leung
		Earnest Leung, Chief Executive Officer
		(Principal Executive Officer)



	By:	/s/ Shirley Cheng
		Shirley Cheng, Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

Exhibit 31.1

CERTIFICATIONS

I, Earnest Leung, certify that:

I have reviewed this quarterly report on Form 10-Q of Network CN Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2023

/s/ Earnest Leung

Earnest Leung

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Shirley Cheng, certify that:

I have reviewed this quarterly report on Form 10-Q of Network CN Inc.;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2023

/s/Shirley Cheng

Shirley Cheng

Chief Financial Officer

(Principal Financial Officer and Principal

Accounting Officer)

Exhibit 32.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Earnest Leung, the Chief Executive Officer of NETWORK CN INC. (the “Company”), DOES HEREBY CERTIFY that:

1. The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, each of the undersigned has executed this statement this 14th day of August, 2023.

	/s/ Earnest Leung
	Earnest Leung
	Chief Executive Officer
	(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to Network CN Inc. and will be retained by Network CN Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Exhibit 32.2

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Shirley Cheng, the Chief Financial Officer of NETWORK CN INC. (the “Company”), DOES HEREBY CERTIFY that:

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, each of the undersigned has executed this statement this 14th day of August, 2023.

	/s/Shirley Cheng
	Shirley Cheng
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 14, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-30264
Entity Registrant Name	NETWORK CN INC.
Entity Central Index Key	0000934796
Entity Tax Identification Number	90-0370486
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Unit 705B, 7th Floor, New East Ocean Centre
Entity Address, Address Line Two	9 Science Museum Road
Entity Address, Address Line Three	TST
Entity Address, City or Town	KLN
Entity Address, Country	HK
Entity Address, Postal Zip Code	00000
City Area Code	(852)
Local Phone Number	9625-0097
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	NWCN
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		22,487,859

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 2,622	$ 20,351
Accounts receivables, net	116,313	74,783
Prepaid expenses and other current assets, net	11,316	8,081
Inventories	9,202
Total Current Assets	139,453	103,215
Equipment, Net	1,741	2,427
Intangible Assets, Net	769,154	305,970
Right-of-use assets, Net	124,387	72,407
TOTAL ASSETS	1,034,735	484,019
Current Liabilities
Accounts payable, accrued expenses and other payables	3,270,004	2,771,345
Lease liabilities	83,065	35,681
Short-term loans	1,266,746	1,165,372
Total Current Liabilities	4,619,815	3,972,398
Non-Current Liabilities
Noncurrent portion of lease liabilities	9,958	31,890
1% convertible promissory note due 2025, net	645,000	645,000
1% convertible promissory note due 2027, net	2,209,457	2,172,485
Total Non- Current Liabilities	2,864,415	2,849,375
TOTAL LIABILITIES	7,484,230	6,821,773
COMMITMENTS AND CONTINGENCIES	(0)	(0)
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.001 par value, 5,000,000 shares authorized None issued and outstanding
Common stock, $0.001 par value, 100,000,000 shares authorized. Shares issued and outstanding: 23,421,823 and 20,749,018 as of June 30, 2023 and December 31, 2022, respectively	23,422	20,749
Additional paid-in capital	132,450,740	131,317,155
Accumulated deficit	(140,637,172)	(139,381,092)
Accumulated other comprehensive income	1,713,515	1,705,434
TOTAL STOCKHOLDERS’ DEFICIT	(6,449,495)	(6,337,754)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 1,034,735	$ 484,019

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	23,421,823	20,749,018
Common stock, shares outstanding	23,421,823	20,749,018

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

REVENUES

Advertising services

$ 93,536

$ 341,972

COST OF REVENUES

Cost of advertising services

(79,326)

(327,977)

GROSS PROFIT/(LOSS)

14,210

13,995

OPERATING EXPENSES

General and administrative

(211,873)

(119,586)

(459,042)

(285,391)

Amortization of intangible assets

(101,098)

(223,601)

Loss on written off of intangible assets

(449,473)

Stock based compensation for services

(24,000)

Total Operating Expenses

(762,444)

(119,586)

(1,132,116)

(309,391)

LOSS FROM OPERATIONS

(748,234)

(119,586)

(1,118,121)

(309,391)

OTHER INCOME

Interest income

Government grant

849

2,051

3,198

2,051

Gain on lease termination

11,373

Total Other Income

12,230

2,053

14,589

2,053

INTEREST AND OTHER DEBT-RELATED EXPENSES

Amortization of debt discount

(18,567)

(17,751)

(36,972)

(36,536)

Interest expense

(59,162)

(51,637)

(115,576)

(115,888)

Total Interest and Other Debt–Related Expenses

(77,729)

(69,388)

(152,548)

(152,424)

NET LOSS BEFORE INCOME TAXES

(813,733)

(186,921)

(1,256,080)

(459,762)

Income taxes

NET LOSS

(813,733)

(186,921)

(1,256,080)

(459,762)

OTHER COMPREHENSIVE INCOME/(LOSS)

Foreign currency translation gain

8,654

8,081

Total Other Comprehensive Income

8,654

8,081

COMPREHENSIVE LOSS

$ (805,079)

$ (186,921)

$ (1,247,999)

$ (459,762)

Earnings Per Share, Basic

$ (0.04)

$ (0.01)

$ (0.06)

$ (0.02)

Earnings Per Share, Diluted

$ (0.04)

$ (0.01)

$ (0.06)

$ (0.02)

Weighted Average Number of Shares Outstanding, Basic

^[1]

23,122,433

21,018,190

22,273,450

21,018,190

Weighted Average Number of Shares Outstanding, Diluted

23,122,433

21,018,190

22,273,450

21,018,190

[1]	Including 268,172 shares that were granted and vested but not yet issued for the six months ended June 30, 2023 and 2022.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 20,749	$ 130,559,370	$ (138,455,814)	$ 1,704,440	$ (6,171,255)
Beginning balance, shares at Dec. 31, 2021	20,749,018
Stock-based compensation for stock granted to directors for services		24,000			24,000
Beneficial conversion feature associated with convertible notes		400,000			400,000
Translation adjustment
Net loss for the period			(272,841)		(272,841)
Ending balance, value at Mar. 31, 2022	$ 20,749	130,983,370	(138,728,655)	1,704,440	(6,020,096)
Ending balance, shares at Mar. 31, 2022	20,749,018
Translation adjustment
Net loss for the period			(186,921)		(186,921)
Ending balance, value at Jun. 30, 2022	$ 20,749	130,983,370	(138,915,576)	1,704,440	(6,207,017)
Ending balance, shares at Jun. 30, 2022	20,749,018
Beginning balance, value at Dec. 31, 2022	$ 20,749	131,317,155	(139,381,092)	1,705,434	(6,337,754)
Beginning balance, shares at Dec. 31, 2022	20,749,018
Shares issued for intangible assets	$ 607	(607)
Shares issued for intangible assets, shares	606,881
Stock-based compensation for stock granted for intangible assets		1,136,258			1,136,258
Translation adjustment				(573)	(573)
Net loss for the period			(442,347)		(442,347)
Ending balance, value at Mar. 31, 2023	$ 21,356	132,452,806	(139,823,439)	1,704,861	(5,644,416)
Ending balance, shares at Mar. 31, 2023	21,355,899
Shares issued for intangible assets	$ 2,066	(2,066)
Shares issued for intangible assets, shares	2,065,924
Translation adjustment				8,654	8,654
Net loss for the period			(813,733)		(813,733)
Ending balance, value at Jun. 30, 2023	$ 23,422	$ 132,450,740	$ (140,637,172)	$ 1,713,515	$ (6,449,495)
Ending balance, shares at Jun. 30, 2023	23,421,823

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,256,080)	$ (459,762)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of equipment	686	22,945
Amortization expense of right-of-use assets	123,988
Amortization of intangible assets	223,601	(0)
Amortization of debt discount	36,972	36,536
Loss on written of intangible assets	449,473
Stock-based compensation for services		24,000
Changes in operating assets and liabilities:
Accounts receivables, net	(41,530)
Inventories	(9,202)	4,443
Prepaid expenses and other current assets, net	(3,235)
Operating lease liabilities	(157,340)	(22,349)
Accounts payable, accrued expenses and other payables	498,659	224,585
Net cash used in operating activities	(134,008)	(169,602)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		(1,078)
Net cash used in investing activities		(1,078)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term loans	101,374	153,225
Net cash provided by financing activities	101,374	153,225
EFFECT OF EXCHANGE RATE CHANGES ON CASH	14,905
NET DECREASE IN CASH	(17,729)	(17,455)
CASH, BEGINNING OF PERIOD	20,351	21,677
CASH, END OF PERIOD	2,622	4,222
Cash paid during the period for:
Income taxes
Interest paid
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Settlement of short-term loans by conversion to convertible note (Note 1)		2,005,000
Settlement of short-term loans interest payable by conversion to convertible note (Note 1)		495,000
Recognition of right-of-use assets and lease liabilities	498,466
Stock-based compensation for stock granted for intangible assets (Note 2)	1,136,258
Issuance of shares for intangible assets (Note 2 & 3)	$ 2,673

ORGANIZATION AND PRINCIPAL ACTIVITIES

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND PRINCIPAL ACTIVITIES

NOTE 1.

ORGANIZATION AND PRINCIPAL ACTIVITIES

Details of the Company’s principal subsidiaries and variable interest entities as of June 30, 2023, are described in Note 3 – Subsidiaries and Variable Interest Entities.

COVID-19 Pandemic

Recent development

Termination of commercial agreements

Our Business in Chengdu and Tianjin

Our Business in Ningbo

Issuance of Convertible Promissory Note

Authorized capital

Going Concern

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Basis of Presentation and Preparation

(B) Principles of Consolidation

(C) Use of Estimates

(D) Intangible Assets

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

Advertising rights fee contracts

3 years

(E) Accounts Receivable Net of Allowance for Expected Credit Losses

(F) Leases

(G) Convertible Promissory Notes

1% Convertible Promissory Notes, due in 2025

1% Convertible Promissory Notes, due in 2027

(H) Revenue Recognition

(I) Recent Accounting Pronouncements

SUBSIDIARIES AND VARIABLE INTEREST ENTITIES

6 Months Ended

Jun. 30, 2023

Schedule of Investments [Abstract]

SUBSIDIARIES AND VARIABLE INTEREST ENTITIES

NOTE 3.

SUBSIDIARIES AND VARIABLE INTEREST ENTITIES

Details of the Company’s principal subsidiaries and variable interest entities as of June 30, 2023 was as follows:


Name	Place of Incorporation	Ownership/Control interest attributable to the Company	Principal activities
NCN Group Limited	BVI	100%	Investment holding
NCN Media Services Limited	BVI	100%	Investment holding
Cityhorizon Limited (4)	Hong Kong	100%	Not applicable
NCN Group Management Limited	Hong Kong	100%	Provision of administrative and management services
Crown Eagle Investment Limited	Hong Kong	100%	Investment holding
Crown Winner International Limited (4)	Hong Kong	100%	Not applicable
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 (Chengdu) Culture Media Co., Ltd	PRC	100%	Provision of advertising services
NCN Huamin Management Consultancy (Beijing) Company Limited (2)	PRC	100%	Not applicable
Huizhong Lianhe Media Technology Co., Ltd. (2)	PRC	100%	Not applicable
Beijing Huizhong Bona Media Advertising Co., Ltd.(2)	PRC	100% (1)	Not applicable
Xingpin Shanghai Advertising Limited (3)	PRC	100% (1)	Dormant
Chuanghua Shanghai Advertising Limited (3)	PRC	100%	Dormant
Jiahe Shanghai Advertising Limited (2)	PRC	100%	Not applicable

Remarks:

The subsidiary/variable interest entity ’s business license has been revoked.

The subsidiary/variable interest entity was classified as abnormal operation business.

Deregistration of the company is in progress.

ACCOUNTS RECEIVABLES, NET

6 Months Ended

Jun. 30, 2023

Accounts Receivables Net

ACCOUNTS RECEIVABLES, NET

NOTE 4.

ACCOUNTS RECEIVABLES, NET

Accounts receivables, net as of June 30, 2023 and December 31, 2022 were as follows:

Accounts receivables, net
	As of June 30, 2023		As of December 31, 2022
Accounts receivable	$	116,313	$	74,783
Less: allowance for doubtful debts		-		-
Total	$	116,313	$	74,783

The Company recorded no allowance for doubtful debt for accounts receivable as of June 30,2023 and December 31, 2022.

PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET

6 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET

NOTE 5.

PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET

Prepaid expenses and other current assets, net as of June 30, 2023 and December 31, 2022 were as follows:


	As of June 30, 2023		As of December 31, 2022
Prepaid advertising rights	$	767	$	8,081
Prepaid expenses		3,621		-
Deposit paid		6,928		-
Less: allowance for doubtful debts		-		-
Total	$	11,316	$	8,081

INVENTORIES

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

INVENTORIES

NOTE 6.

INVENTORIES

Inventories, net as of June 30, 2023 and December 31, 2022 were as follows:

Schedule of inventories
	As of June 30, 2023		As of December 31, 2022
Finished goods	$	9,202	$	-
Less: provision for slow moving inventories		-		-
Total	$	9,202	$	-

For the three and six months ended June 30, 2023 and 2022, no provision for slow moving inventories was charged to expenses.

INTANGIBLE ASSETS, NET

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS, NET

NOTE 7.

INTANGIBLE ASSETS, NET

Intangible Assets, net as of June 30, 2023 and December 31, 2022 were as follows:

Schedule of intangible assets
	As of June 30, 2023											As of December 31, 2022
	Ningbo (Note 1)			Tianjin (Note 2)		Chengdu (Note 3)			Total			Total
Cost	$	333,785		$	-	$	622,578		$	956,363		$	333,785
Less: accumulated amortization		(83,446	)		-		(103,763	)		(187,209	)		(27,815	)
Total	$	250,339		$	-	$	518,815		$	769,154		$	305,970

Note:

The estimated amortization is as follows:

Schedule of estimated amortization
	Estimated amortization expense
Twelve Months Ending December 31,
2023	$	159,393
2024		318,789
2025		290,972
2026		-
Thereafter		-
Total	$	769,154

RIGHT-OF-USE ASSETS, NET

6 Months Ended

Jun. 30, 2023

Right-of-use Assets Net

RIGHT-OF-USE ASSETS, NET

NOTE 8.

RIGHT-OF-USE ASSETS, NET

Right-of-use, net as of June 30, 2023 and December 31, 2022 were as follows:

Schedule of right-of-use assets, net
	As of June 30, 2023			As of December 31, 2022
Cost	$	174,504		$	80,870
Less: accumulated depreciation		(50,117	)		(8,463	)
Total	$	124,387		$	72,407

The Company has several operating advertising rights agreements with lease terms ranging from 2 to 3 years.

For the six months ended June 30, 2023, derecognition of right-of-use assets of $315,674.

ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES

NOTE 9.

ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES

Accounts payable, accrued expenses and other payables as of June 30,2023 and December 31,2022 were as follows:


	As of June 30, 2023		As of December 31, 2022
Accounts payable	$	173,351	$	76,601
Payment in advance		18,358		-
Accrued staff benefits and related fees		2,360,631		2,153,063
Accrued professional fees		69,658		93,171
Accrued interest expenses		329,669		214,094
Franchise tax payable		92,300		92,300
Other accrued expenses		125,546		41,625
Other payables		100,491		100,491
Total	$	3,270,004	$	2,771,345

SHORT-TERM LOANS

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

SHORT-TERM LOANS

NOTE 10.

SHORT-TERM LOANS

CONVERTIBLE PROMISSORY NOTES

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

CONVERTIBLE PROMISSORY NOTES

NOTE 11.

CONVERTIBLE PROMISSORY NOTES

Issuance of 1% Convertible Promissory Notes, due 2025 in 2020

Issuance of 1% Convertible Promissory Notes, due 2027 in 2022

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


	1% Convertible Promissory Notes, due in 2025		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 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 and January 31, 2023		645,000		2,172,485			2,817,485
Add: Amortization of debt discount		-		36,972			36,972
Net carrying value of convertible promissory notes as of June 30, 2023	$	645,000	$	2,209,457		$	2,854,457

Note:

(a)

Amortization of debt discount

The following table details the amortization of debt discount:


	For the Three Months Ended				For the Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
1% convertible promissory notes, due in 2025	$	-	$	-	$	-	$	-
1% convertible promissory notes, due in 2027		18,567		17,751		36,972		36,536
Total	$	18,567	$	17,751	$	36,972	$	36,536

Interest Expense

The following table details the interest expenses:

Schedule of interest expenses
	For the Three Months Ended				For the Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
1% convertible promissory notes, due in 2025	$	1,608	$	1,608	$	3,198	$	3,198
1% convertible promissory notes, due in 2027		6,233		6,233		12,398		11,165
Total	$	7,841	$	7,841	$	15,596	$	14,363

LEASE LIABILITIES

6 Months Ended

Jun. 30, 2023

Lease Liabilities

LEASE LIABILITIES

NOTE 12.

LEASE LIABILITIES

In 2022 and 2023, the Company entered into agreements to acquire rights to operate the advertising panels with lease term from 15 to 36 months.

As of June 30, 2023, future minimum commitments under the Company’s non-cancelable operating lease, in accordance with ASC 842, are as follows:


Fiscal years ending June 30,	Operating leases
2023	$	50,798
2024		36,239
2025		7,853
2026		-
Thereafter		-
Total undiscounted cash flows		94,890
Less: imputed interest		(1,867	)
Present value of lease liabilities		93,023
Less: Non-current portion of lease liabilities		(9,958	)
Current portion of lease liabilities	$	83,065

Supplementary cash flow information related to lease where the Company was the lessee for the six months June 30, 2023 and 2022 was as follows:


	For the Six Months Ended
	June 30, 2023			June 30, 2022
Operating cash outflows from operating lease	$	(157,225	)	$	(22,349	)

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 13.

COMMITMENTS AND CONTINGENCIES

Contingencies

STOCKHOLDERS’ DEFICIT

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

STOCKHOLDERS’ DEFICIT

NOTE 14.

STOCKHOLDERS’ DEFICIT

Stock, Options and Warrants Issued for Services

Restriction on payment of dividends

The Company has not declared any dividends since incorporation.

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 15.

RELATED PARTY TRANSACTIONS

NET LOSS PER COMMON SHARE

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

NET LOSS PER COMMON SHARE

NOTE 16.

NET LOSS PER COMMON SHARE

Net loss per common share information for the three and six months ended June 30, 2023 and 2022 was as follows:


	For the Three Months Ended						For the Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Numerator:	$			$			$			$
Net loss attributable to NCN common stockholders		(813,733	)		(186,921	)		(1,256,080	)		(459,762	)
Denominator:
Weighted average number of shares outstanding, basic *		23,122,433			21,018,190			22,273,450			21,018,190
Effect of dilutive securities		-			-			-			-
Options and warrants		-			-			-			-
Weighted average number of shares outstanding, diluted		23,122,433			21,018,190			22,273,450			21,018,190

Net loss per common share – basic and diluted	$	(0.04	)	$	(0.01	)	$	(0.06	)	$	(0.02	)

Including 268,172 shares that were granted and vested but not yet issued for the six months ended June 30, 2023 and 2022.

INCOME TAXES

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 17.

INCOME TAXES


	For the Three Months Ended						For the Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
United States	$	(604,427	)	$	(63,085	)	$	(777,444	)	$	(158,824	)
Foreign		(209,306	)		(123,836	)		(478,636	)		(300,938	)
Total	$	(813,733	)	$	(186,921	)	$	(1,256,080	)	$	(459,762	)

Schedule of operating loss carryforward
2024 to 2028	$	2,279,147
2029 to 2033		892,375
2034 to 2037		217,937
Indefinitely		341,076
	$	3,730,535

Significant components of the Company’s deferred tax liabilities and assets of June 30, 2023 and December 31, 2022 are as follows:


	As of June 30, 2023			As of December 31, 2022
Deferred tax liabilities	$	-		$	-
Deferred tax assets:		-			-
Effect of net operating loss carried forward		3,730,535			3,567,272
Less: valuation allowance		(3,730,535	)		(3,567,272	)
Net deferred tax assets	$	-		$	-

Movement of valuation allowance:


	As of June 30, 2023		As of December 31, 2022
At the beginning of the period/year	$	3,567,272	$	3,496,482
Additions/(Deductions)		163,263		70,790
At the end of the period/year	$	3,730,535	$	3,567,272

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation and Preparation

(A) Basis of Presentation and Preparation

Principles of Consolidation

(B) Principles of Consolidation

Use of Estimates

(C) Use of Estimates

Intangible Assets

(D) Intangible Assets

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

Advertising rights fee contracts

3 years

Accounts Receivable Net of Allowance for Expected Credit Losses

(E) Accounts Receivable Net of Allowance for Expected Credit Losses

Leases

(F) Leases

Convertible Promissory Notes

(G) Convertible Promissory Notes

1% Convertible Promissory Notes, due in 2025

1% Convertible Promissory Notes, due in 2027

Revenue Recognition

(H) Revenue Recognition

Recent Accounting Pronouncements

(I) Recent Accounting Pronouncements

SUBSIDIARIES AND VARIABLE INTEREST ENTITIES (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Investments [Abstract]

Schedule of subsidiaries and variable interest entities


Name	Place of Incorporation	Ownership/Control interest attributable to the Company	Principal activities
NCN Group Limited	BVI	100%	Investment holding
NCN Media Services Limited	BVI	100%	Investment holding
Cityhorizon Limited (4)	Hong Kong	100%	Not applicable
NCN Group Management Limited	Hong Kong	100%	Provision of administrative and management services
Crown Eagle Investment Limited	Hong Kong	100%	Investment holding
Crown Winner International Limited (4)	Hong Kong	100%	Not applicable
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 (Chengdu) Culture Media Co., Ltd	PRC	100%	Provision of advertising services
NCN Huamin Management Consultancy (Beijing) Company Limited (2)	PRC	100%	Not applicable
Huizhong Lianhe Media Technology Co., Ltd. (2)	PRC	100%	Not applicable
Beijing Huizhong Bona Media Advertising Co., Ltd.(2)	PRC	100% (1)	Not applicable
Xingpin Shanghai Advertising Limited (3)	PRC	100% (1)	Dormant
Chuanghua Shanghai Advertising Limited (3)	PRC	100%	Dormant
Jiahe Shanghai Advertising Limited (2)	PRC	100%	Not applicable

Remarks:

The subsidiary/variable interest entity ’s business license has been revoked.

The subsidiary/variable interest entity was classified as abnormal operation business.

Deregistration of the company is in progress.

ACCOUNTS RECEIVABLES, NET (Tables)

6 Months Ended

Jun. 30, 2023

Accounts Receivables Net

Accounts receivables, net

Accounts receivables, net
	As of June 30, 2023		As of December 31, 2022
Accounts receivable	$	116,313	$	74,783
Less: allowance for doubtful debts		-		-
Total	$	116,313	$	74,783

PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Tables)

6 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of prepaid expenses and other current assets


	As of June 30, 2023		As of December 31, 2022
Prepaid advertising rights	$	767	$	8,081
Prepaid expenses		3,621		-
Deposit paid		6,928		-
Less: allowance for doubtful debts		-		-
Total	$	11,316	$	8,081

INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Schedule of inventories

Schedule of inventories
	As of June 30, 2023		As of December 31, 2022
Finished goods	$	9,202	$	-
Less: provision for slow moving inventories		-		-
Total	$	9,202	$	-

INTANGIBLE ASSETS, NET (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

Schedule of intangible assets
	As of June 30, 2023											As of December 31, 2022
	Ningbo (Note 1)			Tianjin (Note 2)		Chengdu (Note 3)			Total			Total
Cost	$	333,785		$	-	$	622,578		$	956,363		$	333,785
Less: accumulated amortization		(83,446	)		-		(103,763	)		(187,209	)		(27,815	)
Total	$	250,339		$	-	$	518,815		$	769,154		$	305,970

Note:

Schedule of estimated amortization

Schedule of estimated amortization
	Estimated amortization expense
Twelve Months Ending December 31,
2023	$	159,393
2024		318,789
2025		290,972
2026		-
Thereafter		-
Total	$	769,154

RIGHT-OF-USE ASSETS, NET (Tables)

6 Months Ended

Jun. 30, 2023

Right-of-use Assets Net

Schedule of right-of-use assets, net

Schedule of right-of-use assets, net
	As of June 30, 2023			As of December 31, 2022
Cost	$	174,504		$	80,870
Less: accumulated depreciation		(50,117	)		(8,463	)
Total	$	124,387		$	72,407

ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of accounts payable, accrued expenses and other payables


	As of June 30, 2023		As of December 31, 2022
Accounts payable	$	173,351	$	76,601
Payment in advance		18,358		-
Accrued staff benefits and related fees		2,360,631		2,153,063
Accrued professional fees		69,658		93,171
Accrued interest expenses		329,669		214,094
Franchise tax payable		92,300		92,300
Other accrued expenses		125,546		41,625
Other payables		100,491		100,491
Total	$	3,270,004	$	2,771,345

CONVERTIBLE PROMISSORY NOTES (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of convertible promissory notes


	1% Convertible Promissory Notes, due in 2025		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 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 and January 31, 2023		645,000		2,172,485			2,817,485
Add: Amortization of debt discount		-		36,972			36,972
Net carrying value of convertible promissory notes as of June 30, 2023	$	645,000	$	2,209,457		$	2,854,457

Note:

(a)

Schedule of amortization of debt discount


	For the Three Months Ended				For the Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
1% convertible promissory notes, due in 2025	$	-	$	-	$	-	$	-
1% convertible promissory notes, due in 2027		18,567		17,751		36,972		36,536
Total	$	18,567	$	17,751	$	36,972	$	36,536

Schedule of interest expenses

Schedule of interest expenses
	For the Three Months Ended				For the Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
1% convertible promissory notes, due in 2025	$	1,608	$	1,608	$	3,198	$	3,198
1% convertible promissory notes, due in 2027		6,233		6,233		12,398		11,165
Total	$	7,841	$	7,841	$	15,596	$	14,363

LEASE LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2023

Lease Liabilities

Schedule of future minimum operating lease payments


Fiscal years ending June 30,	Operating leases
2023	$	50,798
2024		36,239
2025		7,853
2026		-
Thereafter		-
Total undiscounted cash flows		94,890
Less: imputed interest		(1,867	)
Present value of lease liabilities		93,023
Less: Non-current portion of lease liabilities		(9,958	)
Current portion of lease liabilities	$	83,065

Schedule of supplementary cash flow information


	For the Six Months Ended
	June 30, 2023			June 30, 2022
Operating cash outflows from operating lease	$	(157,225	)	$	(22,349	)

NET LOSS PER COMMON SHARE (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of net (loss) profit per common share


	For the Three Months Ended						For the Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Numerator:	$			$			$			$
Net loss attributable to NCN common stockholders		(813,733	)		(186,921	)		(1,256,080	)		(459,762	)
Denominator:
Weighted average number of shares outstanding, basic *		23,122,433			21,018,190			22,273,450			21,018,190
Effect of dilutive securities		-			-			-			-
Options and warrants		-			-			-			-
Weighted average number of shares outstanding, diluted		23,122,433			21,018,190			22,273,450			21,018,190

Net loss per common share – basic and diluted	$	(0.04	)	$	(0.01	)	$	(0.06	)	$	(0.02	)

INCOME TAXES (Tables)

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Schedule of (income) loss before income taxes by geographical locations


	For the Three Months Ended						For the Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
United States	$	(604,427	)	$	(63,085	)	$	(777,444	)	$	(158,824	)
Foreign		(209,306	)		(123,836	)		(478,636	)		(300,938	)
Total	$	(813,733	)	$	(186,921	)	$	(1,256,080	)	$	(459,762	)

Schedule of operating loss carryforward

Schedule of operating loss carryforward
2024 to 2028	$	2,279,147
2029 to 2033		892,375
2034 to 2037		217,937
Indefinitely		341,076
	$	3,730,535

Schedule of deferred tax liabilities and deferred tax assets


	As of June 30, 2023			As of December 31, 2022
Deferred tax liabilities	$	-		$	-
Deferred tax assets:		-			-
Effect of net operating loss carried forward		3,730,535			3,567,272
Less: valuation allowance		(3,730,535	)		(3,567,272	)
Net deferred tax assets	$	-		$	-

Schedule of movement of valuation allowance


	As of June 30, 2023		As of December 31, 2022
At the beginning of the period/year	$	3,567,272	$	3,496,482
Additions/(Deductions)		163,263		70,790
At the end of the period/year	$	3,730,535	$	3,567,272

ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended
	May 16, 2023	Apr. 25, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023	Jan. 02, 2023	Dec. 31, 2022	Mar. 31, 2022	Jan. 18, 2022	Dec. 31, 2021	Apr. 28, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, authorized			100,000,000		100,000,000				100,000,000				26,666,667
Net loss			$ 813,733	$ 186,921	$ 1,256,080	$ 459,762
Stockholders' deficits			$ 6,449,495	$ 6,207,017	$ 6,449,495	$ 6,207,017	$ 5,644,416		$ 6,337,754	$ 6,020,096		$ 6,171,255
Subscription Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Agreement purchase price											$ 2,500,000
Principal amount											$ 2,500,000
Shares issued price per share											$ 1.25
Tianjin [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares cancelled	933,964
Qi Hao [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Agreed to issued shsares		933,964
Yang Wu Qiang [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Agreed to issued shsares		1,131,960
Chengdu [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Reward of shares								933,964
Tianjin [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Reward of shares								1,131,960

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Jan. 14, 2020	Jan. 18, 2022
Note Exchange Agreement [Member] \| Unsecured Debt [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate principal amount	$ 645,000
Interest rate	1.00%
Frequency of payment	semi-annually
Maturity date	Jan. 13, 2025
Subscription Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate principal amount		$ 2,500,000
Agreement purchase price		$ 2,500,000
Shares issued price per share		$ 1.25

SUBSIDIARIES AND VARIABLE INTEREST ENTITIES (Details)

6 Months Ended

Jun. 30, 2023

NCN Group Limited [Member]

Place of Incorporation

BVI

Ownership/Control interest attributable to the Company

100.00%

Principal activities

Investment holding

NCN Media Services Limited [Member]

Place of Incorporation

BVI

Ownership/Control interest attributable to the Company

100.00%

Principal activities

Investment holding

Cityhorizon Limited [Member]

Place of Incorporation

Hong Kong

^[1]

Ownership/Control interest attributable to the Company

100.00%

^[1]

Principal activities

Not applicable

^[1]

NCN Group Management Limited [Member]

Place of Incorporation

Hong Kong

Ownership/Control interest attributable to the Company

100.00%

Principal activities

Provision of administrative and management services

Crown Eagle Investment Limited [Member]

Place of Incorporation

Hong Kong

Ownership/Control interest attributable to the Company

100.00%

Principal activities

Investment holding

Crown Winner International Limited [Member]

Place of Incorporation

Hong Kong

^[1]

Ownership/Control interest attributable to the Company

100.00%

^[1]

Principal activities

Not applicable

^[1]

N C N Group Global Limited [Member]

Place of Incorporation

Hong Kong

Ownership/Control interest attributable to the Company

100.00%

Principal activities

Investment holding

Chen Xing Beijing Advertising Co Ltd [Member]

Place of Incorporation

PRC

Ownership/Control interest attributable to the Company

100.00%

Principal activities

Investment holding

Ruibo Shenzhen Advertising Co Ltd [Member]

Place of Incorporation

PRC

Ownership/Control interest attributable to the Company

100.00%

Principal activities

Investment holding

N C N Ningbo Culture Media Co Ltd [Member]

Place of Incorporation

PRC

Ownership/Control interest attributable to the Company

100.00%

Principal activities

Provision of advertising services

N C N Nanjing Culture Co Ltd [Member]

Place of Incorporation

PRC

Ownership/Control interest attributable to the Company

100.00%

Principal activities

Provision of advertising services

N C N Beijing Advertising Co Ltd. [Member]

Place of Incorporation

PRC

Ownership/Control interest attributable to the Company

100.00%

Principal activities

Provision of advertising services

N C N Tianjin Culture Co Ltd [Member]

Place of Incorporation

PRC

Ownership/Control interest attributable to the Company

100.00%

Principal activities

Provision of advertising services

N C N Chengdu Culture Media Co Ltd [Member]

Place of Incorporation

PRC

Ownership/Control interest attributable to the Company

100.00%

Principal activities

Provision of advertising services

NCN Huamin Management Consultancy (Beijing) Company Limited [Member]

Place of Incorporation

PRC

^[2]

Ownership/Control interest attributable to the Company

100.00%

^[2]

Principal activities

Not applicable

^[2]

Huizhong Lianhe Media Technology Co., Ltd. [Member]

Place of Incorporation

PRC

^[2]

Ownership/Control interest attributable to the Company

100.00%

^[2]

Principal activities

Not applicable

^[2]

Beijing Huizhong Bona Media Advertising Co., Ltd. [Member]

Place of Incorporation

PRC

^[1]

Ownership/Control interest attributable to the Company

100.00%

^[2],[3]

Principal activities

Not applicable

^[2]

Xingpin Shanghai Advertising Limited [Member]

Place of Incorporation

PRC

^[4]

Ownership/Control interest attributable to the Company

100.00%

^[3],[4]

Principal activities

Dormant

^[4]

Chuanghua Shanghai Advertising Limited [Member]

Place of Incorporation

PRC

^[4]

Ownership/Control interest attributable to the Company

100.00%

^[4]

Principal activities

Dormant

^[4]

Jiahe Shanghai Advertising Limited [Member]

Place of Incorporation

PRC

^[2]

Ownership/Control interest attributable to the Company

100.00%

^[2]

Principal activities

Not applicable

^[2]

[1]	Deregistration of the company is in progress.
[2]	The subsidiary/variable interest entity ’s business license has been revoked.
[3]	Variable interest entity which the Company exerted 100% control through a set of commercial arrangements. The Company delivered termination notice to terminate all the commercial agreements with Bona and Xingpin and the Company will no longer able to exert control over Bona and Xingpin when the termination notices become effective.
[4]	The subsidiary/variable interest entity was classified as abnormal operation business.

ACCOUNTS RECEIVABLES, NET (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Accounts Receivables Net
Accounts receivable	$ 116,313	$ 74,783
Less: allowance for doubtful debts	(0)	(0)
Total	$ 116,313	$ 74,783

ACCOUNTS RECEIVABLES, NET (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Accounts Receivables Net
Allowance for doubtful debts	$ (0)	$ (0)

PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid advertising rights	$ 767	$ 8,081
Prepaid expenses	3,621
Deposit paid	6,928
Less: allowance for doubtful debts
Total	$ 11,316	$ 8,081

INVENTORIES (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Finished goods	$ 9,202
Less: provision for slow moving inventories
Total	$ 9,202

INVENTORIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
INVENTORIES (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Inventory Disclosure [Abstract]
Provision for slow moving inventories	$ 0	$ 0	$ 0	$ 0

INTANGIBLE ASSETS, NET (Details) - USD ($)

1 Months Ended

6 Months Ended

May 16, 2023

Jun. 30, 2023

Dec. 31, 2022

Restructuring Cost and Reserve [Line Items]

Cost

$ 956,363

$ 333,785

Less: accumulated amortization

(187,209)

(27,815)

Total

769,154

$ 305,970

Ningbo [Member]

Restructuring Cost and Reserve [Line Items]

Cost

^[1]

333,785

Less: accumulated amortization

^[1]

(83,446)

Total

^[1]

$ 250,339

Stock issued for acquisition of intangible assets

606,881

Share Price

$ 0.55

Tianjin [Member]

Restructuring Cost and Reserve [Line Items]

Cost

^[2]

Less: accumulated amortization

^[2]

Total

^[2]

Stock issued for acquisition of intangible assets

933,964

Share Price

$ 0.55

Number of shares cancelled

933,964

Loss on written off of intangible assets

$ 449,473

Chengdu [Member]

Restructuring Cost and Reserve [Line Items]

Cost

^[3]

$ 622,578

Less: accumulated amortization

^[3]

(103,763)

Total

^[3]

$ 518,815

Stock issued for acquisition of intangible assets

1,131,960

Share Price

$ 0.55

[1]	Intangible Assets of Ningbo 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.
[2]	Intangible Assets of Tianjin 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 933,964 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 $513,680 as the cost of intangible assets. On May 16, 2023, the Company early terminated the advertising rights fee contracts in Tianjin and 933,964 shares issued will be cancelled, the intangible asset was written off and loss on written off of intangible assets of $449,473 was recorded.
[3]	Intangible Assets of Chengdu 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 1,131,960 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 $622,578 as the cost of intangible assets.

INTANGIBLE ASSETS, NET (Details 1) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 159,393
2024	318,789
2025	290,972
2026
Thereafter
Total	$ 769,154	$ 305,970

INTANGIBLE ASSETS, NET (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expenses	$ 101,098	$ 0	$ 223,601	$ (0)

RIGHT-OF-USE ASSETS, NET (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Right-of-use Assets Net
Cost	$ 174,504	$ 80,870
Less: accumulated depreciation	(50,117)	(8,463)
Total	$ 124,387	$ 72,407

RIGHT-OF-USE ASSETS, NET (Details Narrative)	3 Months Ended	6 Months Ended
RIGHT-OF-USE ASSETS, NET (Details Narrative)	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)
Amortization expense of right-of-use assets	$ 49,459	$ 123,988
Derecognition of right-of-use assets		$ 315,674
Minimum [Member]
Lease term	2 years	2 years
Maximum [Member]
Lease term	3 years	3 years

ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts payable	$ 173,351	$ 76,601
Payment in advance	18,358
Accrued staff benefits and related fees	2,360,631	2,153,063
Accrued professional fees	69,658	93,171
Accrued interest expenses	329,669	214,094
Franchise tax payable	92,300	92,300
Other accrued expenses	125,546	41,625
Other payables	100,491	100,491
Total	$ 3,270,004	$ 2,771,345

SHORT-TERM LOANS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
SHORT-TERM LOANS (Details Narrative) - USD ($)	Jan. 18, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Debt Instrument [Line Items]
Short-term loan		$ 1,266,746		$ 1,266,746		$ 1,165,372
Interest expense on short term debt		51,321	$ 43,796	99,980	$ 101,525
Convertible Notes [Member]
Debt Instrument [Line Items]
Proceeds from issuance of convertible notes	$ 2,500,000
Unsecured Debt [Member]
Debt Instrument [Line Items]
Short-term loan		$ 128,205		$ 128,205
Interest rate term				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.

CONVERTIBLE PROMISSORY NOTES (Details) - USD ($)

1 Months Ended

5 Months Ended

Jan. 31, 2023

Jun. 30, 2023

Short-Term Debt [Line Items]

Net carrying value of convertible promissory notes, beginning balance

$ 645,000

$ 2,817,485

Proceeds of new 1% convertible promissory notes

2,500,000

Less: Allocated intrinsic value of beneficial conversion feature

^[1]

(400,000)

Add: Accumulated amortization of debt discount

72,485

36,972

Net carrying value of convertible promissory notes, ending balance

2,817,485

2,854,457

1% Convertible Promissory Notes, due in 2025 [Member]

Short-Term Debt [Line Items]

Net carrying value of convertible promissory notes, beginning balance

645,000

Proceeds of new 1% convertible promissory notes

Less: Allocated intrinsic value of beneficial conversion feature

^[1]

Add: Accumulated amortization of debt discount

Net carrying value of convertible promissory notes, ending balance

645,000

1% Convertible Promissory Notes, due in 2027 [Member]

Short-Term Debt [Line Items]

Net carrying value of convertible promissory notes, beginning balance

2,172,485

Proceeds of new 1% convertible promissory notes

2,500,000

Less: Allocated intrinsic value of beneficial conversion feature

^[1]

(400,000)

Add: Accumulated amortization of debt discount

72,485

36,972

Net carrying value of convertible promissory notes, ending balance

$ 2,172,485

$ 2,209,457

[1]

CONVERTIBLE PROMISSORY NOTES (Details 1) - USD ($)	3 Months Ended		6 Months Ended
CONVERTIBLE PROMISSORY NOTES (Details 1) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Short-Term Debt [Line Items]
Amortization of debt discount	$ 18,567	$ 17,751	$ 36,972	$ 36,536
1% Convertible Promissory Notes, due in 2025 [Member]
Short-Term Debt [Line Items]
Amortization of debt discount
1% Convertible Promissory Notes, due in 2027 [Member]
Short-Term Debt [Line Items]
Amortization of debt discount	$ 18,567	$ 17,751	$ 36,972	$ 36,536

CONVERTIBLE PROMISSORY NOTES (Details 2) - USD ($)	3 Months Ended		6 Months Ended
CONVERTIBLE PROMISSORY NOTES (Details 2) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Short-Term Debt [Line Items]
Interest expenses of the notes	$ 7,841	$ 7,841	$ 15,596	$ 14,363
1% Convertible Promissory Notes, due in 2025 [Member]
Short-Term Debt [Line Items]
Interest expenses of the notes	1,608	1,608	3,198	3,198
1% Convertible Promissory Notes, due in 2027 [Member]
Short-Term Debt [Line Items]
Interest expenses of the notes	$ 6,233	$ 6,233	$ 12,398	$ 11,165

CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($)	Jan. 18, 2022	Jan. 14, 2020
Note Exchange Agreement [Member] \| Unsecured Debt [Member]
Debt Instrument [Line Items]
Interest rate		1.00%
Aggregate principal amount		$ 645,000
Conversion price (in dollars per share)		$ 1.00
Note Exchange Agreement [Member] \| 1% Convertible Promissory Notes Due on April 1, 2014 [Member]
Debt Instrument [Line Items]
Interest rate		1.00%
Aggregate principal amount		$ 645,000
Subscription Agreement [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 2,500,000
Agreement purchase price	$ 2,500,000
Shares issued price per share	$ 1.25

LEASE LIABILITIES (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Lease Liabilities
2023	$ 50,798
2024	36,239
2025	7,853
2026
Thereafter
Total undiscounted cash flows	94,890
Less: imputed interest	(1,867)
Present value of lease liabilities	93,023
Less: Non-current portion of lease liabilities	(9,958)	$ (31,890)
Current portion of lease liabilities	$ 83,065	$ 35,681

LEASE LIABILITIES (Details 1) - USD ($)	6 Months Ended
LEASE LIABILITIES (Details 1) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Lease Liabilities
Operating cash outflows from operating lease	$ (157,225)	$ (22,349)

LEASE LIABILITIES (Details Narrative)	Jun. 30, 2023	Dec. 31, 2022
Lease Liabilities
Remaining weighted-average lease term	1 year 3 months	1 year 8 months 15 days
Weighted-average incremental borrowing rate	4.72%	4.60%

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	$ (0)	$ (0)

STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)		1 Months Ended	6 Months Ended	12 Months Ended
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)	Feb. 02, 2023	Apr. 25, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Aug. 04, 2023	Jan. 02, 2023	Dec. 30, 2021
Defined Benefit Plan Disclosure [Line Items]
Shares granted of common stock								132,172
Noncash stock based compensation			$ 24,000
Chen Zhu [Member]
Defined Benefit Plan Disclosure [Line Items]
Reward of shares	606,881
Agreed to issued shsares	606,881
Qi Hao [Member]
Defined Benefit Plan Disclosure [Line Items]
Agreed to issued shsares		933,964
Yang Wu Qiang [Member]
Defined Benefit Plan Disclosure [Line Items]
Agreed to issued shsares		1,131,960
Chengdu [Member]
Defined Benefit Plan Disclosure [Line Items]
Reward of shares							933,964
Tianjin [Member]
Defined Benefit Plan Disclosure [Line Items]
Reward of shares							1,131,960
Tianjin [Member] \| Subsequent Event [Member]
Defined Benefit Plan Disclosure [Line Items]
Share issued and canelled						933,964
Earnest Leung [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares vested					52,172
Wong Wing Kong [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares vested					15,000
Shirley Cheng [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares vested				50,000
Frederick Wong [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares vested				15,000

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Short-term loans	$ 1,266,746		$ 1,266,746		$ 1,165,372
Interest expenses	51,001	$ 43,475	99,339	$ 128,025
Converted amount			2,500,000
Accounts Payable And Accrued Liabilities And Other Payables [Member]
Related Party Transaction [Line Items]
Interest payable	266,806		266,806		167,468
Shareholder [Member]
Related Party Transaction [Line Items]
Short-term loans	$ 1,138,541		$ 1,138,541		$ 1,037,167
Interest rate	1.50%		1.50%
Habitat Investment Holdings Limited [Member]
Related Party Transaction [Line Items]
Rental expense	$ 1,923		$ 3,846

NET LOSS PER COMMON SHARE (Details) - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Numerator:

Net loss attributable to NCN common stockholders

$ (813,733)

$ (186,921)

$ (1,256,080)

$ (459,762)

Denominator:

Weighted average number of shares outstanding, basic

^[1]

23,122,433

21,018,190

22,273,450

21,018,190

Effect of dilutive securities

Options and warrants

Weighted average number of shares outstanding, diluted

23,122,433

21,018,190

22,273,450

21,018,190

Earnings Per Share, Basic

$ (0.04)

$ (0.01)

$ (0.06)

$ (0.02)

Earnings Per Share, Diluted

$ (0.04)

$ (0.01)

$ (0.06)

$ (0.02)

[1]	Including 268,172 shares that were granted and vested but not yet issued for the six months ended June 30, 2023 and 2022.

INCOME TAXES (Details) - USD ($)	3 Months Ended		6 Months Ended
INCOME TAXES (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Total	$ (813,733)	$ (186,921)	$ (1,256,080)	$ (459,762)
UNITED STATES
Total	(604,427)	(63,085)	(777,444)	(158,824)
Foreign [Member]
Total	$ (209,306)	$ (123,836)	$ (478,636)	$ (300,938)

INCOME TAXES (Details 1) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
2024 to 2028	$ 2,279,147
2029 to 2033	892,375
2034 to 2037	217,937
Indefinitely	341,076
Effect of net operating loss carried forward	$ 3,730,535	$ 3,567,272

INCOME TAXES (Details 2) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Deferred tax liabilities
Deferred tax assets:
Effect of net operating loss carried forward	3,730,535	3,567,272
Less: valuation allowance	(3,730,535)	(3,567,272)	$ (3,567,272)	$ (3,496,482)
Net deferred tax assets

INCOME TAXES (Details 3) - USD ($)	6 Months Ended
INCOME TAXES (Details 3) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
At the beginning of the period/year	$ 3,567,272	$ 3,496,482
Additions/(Deductions)	163,263	70,790
At the end of the period/year	$ 3,730,535	$ 3,567,272

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