a281008k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

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


Date of Report (Date of Earliest event Reported): February 9, 2010 (February 4, 2010)


NETWORK CN INC.
(Exact name of registrant as specified in its charter)


Delaware
000-30264
90-0370486
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)


Suite 3908, Shell Tower
Times Square, 1 Matheson Street
Causeway Bay, Hong Kong
 (Address of principal executive offices)


(852) 2833-2186
(Registrant's telephone number, including area code)


21/F., Chinachem Century Tower
178 Gloucester Road, Wanchai, Hong Kong
 (Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
Item 4.01 Changes in Registrant’s Certifying Accountant

On February 4, 2010, Network CN Inc. (the “Company”) was notified of the resignation, effective immediately, of the US Audit Practice of Jimmy CH Cheung & Co (“JCHC”), as the Company’s independent registered public accounting firm in connection with JCHC’s merger on January 29, 2010, with Baker Tilly Hong Kong Limited (“BTHK”). On February 5, 2010, the Company’s Board of Directors approved the appointment of BTHK as the Company’s independent registered public accounting firm.
 
The audit reports of JCHC on the financial statements of the Company as of and for the years ended December 31, 2008 and December 31, 2007 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
 
During the Company’s two most recent fiscal years ended December 31, 2008 and 2007 and through February 5, 2010, the Company did not consult with BTHK on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and BTHK did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
 
In connection with the audits of the Company’s financial statements for the fiscal years ended December 31, 2008 and 2007 and through the date of this Current Report, there were: (i) no disagreements between the Company and JCHC on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of JCHC, would have caused JCHC to make reference to the subject matter of the disagreement in their reports on the Company’s financial statements for such years, and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
 
The Company has provided JCHC a copy of the disclosures in this Form 8-K and has requested that JCHC furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not JCHC agrees with the Company’s statements in this Item 4.01(a). A copy of the letter dated February 9, 2010, furnished by JCHC in response to that request is filed as Exhibit 16.1 to this Form 8-K.
 
 
Item 9.01.         Financial Statements and Exhibits.
 
(c)     Exhibits
 
Exhibit
  
Description
16.1
  
Letter of US Audit Practice of Jimmy CH Cheung & Co, dated February 9, 2010


SIGNATURE
 

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


Dated: February 9, 2010
  
NETWORK CN INC.
  
         
         
   
By:   
/s/Earnest Leung                    
  
     
Earnest Leung
  
     
Chief Executive Officer
  
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit
  
Description
16.1
  
Letter of US Audit Practice of Jimmy CH Cheung & Co, dated February 9, 2010