Item 4.01 Changes in Registrant's Certifying Accountant

On September 20, 2022, Network CN Inc. ("the Company") dismissed its independent auditor, Centurion ZD CPA & Co. ("Centurion"), effective immediately which had been engaged on February 21, 2022. The dismissal was due to the on-going travel restrictions in China resulting from the worldwide COVID-19 pandemic and the resulting lack of access to some of the Company's records requested in Shanghai, China, it is uncertain when Centurion would be able to complete the audit. As of the date of the dismissal, Centurion had not issued audit report on the financial statements of the Company with regard to fiscal year ended December 31, 2021.

Centurion has not rendered any reports on any of the Company's financial statements. Therefore, Centurion has neither provided any adverse opinion or qualifications on the Company's financial statements nor had a disagreement with the Company since the engagement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements that, if not resolved to Centurion's satisfaction, would have caused Centurion to make reference to the subject matter of the disagreement in connection with the audit of the Company's financial statements.

None of the reportable events of the type set forth in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K occurred within period of the engagement of Centurion up to the date of dismissal.

The Company has provided Centurion a copy of this disclosure and has requested that Centurion furnishes it with a letter addressed to the Securities and Exchange Commission stating whether or not Centurion agrees with the statements made by the Company herein in response to Item 304(a) of Regulation S-K. and, if not, stating the respect in which it does not agree. A copy of the letter dated October 7, 2022, furnished by Centurion in response to that request is filed as Exhibit 16.1 to this Form 8-K/A.

Engagement of New Independent Registered Public Accounting Firm

Concurrent with Centurion's departure as the Company's independent auditor, on September 20, 2022, the Board of Directors of the Company approved the appointment of Gries & Associates, LLC ("Gries") as the Company's independent auditor, effective immediately.

During the Company's two most recent fiscal years ended December 31, 2020 and 2019 and through Gries's appointment on September 20, 2022, neither the Company nor anyone acting on its behalf consult Gries with respect to (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 Gries 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) any matter that was the subject of a disagreement or any reportable events as defined and set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.



(c) Exhibits



Exhibit    Description
16.1         Letter from Centurion ZD CPA & Co., dated October 7, 2022
101        Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in
           Inline XBRL (Inline eXtensible Business Reporting Language).
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document and included in Exhibit 101).

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