0001214659-19-005200.txt : 20190814 0001214659-19-005200.hdr.sgml : 20190814 20190814060601 ACCESSION NUMBER: 0001214659-19-005200 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 52 CONFORMED PERIOD OF REPORT: 20190630 FILED AS OF DATE: 20190814 DATE AS OF CHANGE: 20190814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETWORK CN INC CENTRAL INDEX KEY: 0000934796 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 113177042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-30264 FILM NUMBER: 191022658 BUSINESS ADDRESS: STREET 1: 2ND FLOOR, GOLDSLAND BUILDING STREET 2: 22-26 MINDEN AVENUE, TSIM SHA TSUI CITY: KOWLOON STATE: K3 ZIP: 00000 BUSINESS PHONE: 852 2833 2186 MAIL ADDRESS: STREET 1: 2ND FLOOR, GOLDSLAND BUILDING STREET 2: 22-26 MINDEN AVENUE, TSIM SHA TSUI CITY: KOWLOON STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: TEDA TRAVEL GROUP INC DATE OF NAME CHANGE: 20040420 FORMER COMPANY: FORMER CONFORMED NAME: ACOLA CORP DATE OF NAME CHANGE: 20011026 FORMER COMPANY: FORMER CONFORMED NAME: MEGACHAIN COM LTD DATE OF NAME CHANGE: 19990827 10-Q 1 ncn8919010q.htm

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, 2019

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.)

3/F., D. J. Securities Building, 171 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong

(Address of principal executive offices, Zip Code)

(852) 2833-2186

(Registrant’s telephone number, including area code)

_____________________________________________________

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

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, if any, 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 ☐		Smaller reporting company x
Accelerated filer ☐		Emerging growth company ☐
Non-accelerated filer ☐

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

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

Securities registered pursuant to Section 12(b) of the Act:

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

The number of shares outstanding of each of the issuer’s classes of common stock, as of August 13,2019 is as follows:

Class of Securities		Shares Outstanding
Common Stock, $0.001 par value		8,769,013

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION

Item 1	Consolidated Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24

PART II
OTHER INFORMATION

Item 1	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	25

Table of Contents

PART I

FINANCIAL INFORMATION

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS.

NETWORK CN INC.

CONSOLIDATED FINANCIAL STATEMENTS

	Page
Consolidated Balance Sheets as of June 30, 2019 and as of December 31, 2018 (Unaudited)	4

Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited)	5

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018 (Unaudited)	6

Notes to Unaudited Consolidated Financial Statements	7

Table of Contents

NETWORK CN INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	Note		As of June 30, 2019			As of December 31, 2018

ASSETS
Current Assets
Cash			$	8,335		$	22,684
Prepaid expenses and other current assets, net		4		102,500			100,254
Total Current Assets				110,835			122,938

Equipment, Net				877			1,316

TOTAL ASSETS			$	111,712		$	124,254

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable, accrued expenses and other payables		5	$	4,403,523		$	4,033,084
Short term loan		6		2,916,600			2,916,600
1% convertible promissory note due 2016, net		7		5,000,000			5,000,000
Total Current Liabilities				12,320,123			11,949,684


TOTAL LIABILITIES				12,320,123			11,949,684

COMMITMENTS AND CONTINGENCIES		8		-			-

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.001 par value, 5,000,000 shares authorized None issued and outstanding				-			-

Common stock, $0.001 par value, 26,666,667 shares authorized Shares issued and outstanding: 8,769,013 and 8,732,263 as of June 30, 2019 and December 31, 2018, respectively				8,768			8,731
Additional paid-in capital				124,199,602			124,133,095
Accumulated deficit				(138,120,503	)		(137,671,203	)
Accumulated other comprehensive income				1,703,722			1,703,947
TOTAL STOCKHOLDERS’ DEFICIT		9		(12,208,411	)		(11,825,430	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT			$	111,712		$	124,254

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

NETWORK CN INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

			Three Months Ended						Six Months Ended
	Note		June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
REVENUES
Advertising services			$	-		$	-		$	-		$	-

COST OF REVENUES
Cost of advertising services				-			-			-			-

GROSS LOSS				-			-			-			-

OPERATING EXPENSES
General and administrative				(81,588	)		(85,875	)		(158,572	)		(184,186	)
Stock based compensation for services				-			(8,538	)		(3,169	)		(12,858	)
Total Operating Expenses				(81,588	)		(94,413	)		(161,741	)		(197,044	)

LOSS FROM OPERATIONS				(81,588	)		(94,413	)		(161,741	)		(197,044	)

OTHER INCOME
Gain from write-off of long aged directors’ fee payable		12		-			107,500			-			107,500
Interest income				-			-			3			-
Total Other Income				-			107,500			3			107,500

INTEREST AND OTHER DEBT-RELATED EXPENSES
Interest expense		6&7		(143,987	)		(141,038	)		(287,562	)		(281,484	)
Total Interest and Other Debt–Related Expenses				(143,987	)		(141,038	)		(287,562	)		(281,484	)


NET LOSS BEFORE INCOME TAXES				(225,575	)		(127,951	)		(449,300	)		(371,028	)
Income taxes				-			-
NET LOSS			$	(225,575	)	$	(127,951	)	$	(449,300	)	$	(371,028	)

OTHER COMPREHENSIVE LOSS
Foreign currency translation loss				(299	)		(298	)		(225	)		(143	)
Total other comprehensive loss				(299	)		(298	)		(225	)		(143	)

COMPREHENSIVE LOSS			$	(225,874	)	$	(128,249	)	$	(449,525	)	$	(371,171	)

NET LOSS PER COMMON SHARE – BASIC AND DILUTED		11	$	(0.0257	)	$	(0.0151	)	$	(0.0513	)	$	(0.0447	)

WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED		11		8,769,013			8,495,175			8,751,552			8,301,561

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

NETWORK CN INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended
	June 30, 2019			June 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(449,300	)	$	(371,028	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		439			695
Stock-based compensation for service		3,169			12,858
Gain from write-off of long aged directors’ fee payable		-			(107,500	)

Changes in operating assets and liabilities:
Prepaid expenses and other current assets, net		(2,246	)		(2,173	)
Accounts payable, accrued expenses and other payables		370,439			162,726
Net cash used in operating activities		(77,499	)		(304,422	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from private placement		63,375			257,133
Proceeds from short-term loan		-			49,601
Net cash provided by financing activities		63,375			306,734

EFFECT OF EXCHANGE RATE CHANGES ON CASH		(225	)		(143	)

NET (DECREASE)/INCREASE IN CASH		(14,349	)		2,169

CASH, BEGINNING OF PERIOD		22,684			6,124

CASH, END OF PERIOD	$	8,335		$	8,293

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes	$	-		$	-
Interest paid	$	44,387		$	151,822

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

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, the Company has been principally engaged in the provision of out-of-home advertising in China through the operation of a network of roadside LED digital video panels, mega-size LED digital video billboards and light boxes in major cities.

Details of the Company’s principal subsidiaries and variable interest entities as of June 30, 2019, are described in Note 3 – Subsidiaries and Variable Interest Entities.

Private Placement

On March 15, 2018, Network CN Inc. (the “Company”), sold an aggregate of 216,000 shares of the Company’s common stock (the “Shares”) to 19 foreign investors (the “New Investors”) pursuant to the terms of a Common Stock Purchase Agreement between the Company and the New Investors, dated March 15, 2018. The purchase price paid by the New Investors for the Shares was $0.40 per Share for an aggregate sum of Eighty-Six Thousand and Four Hundred U.S. Dollars (US$86,400.00). Net proceeds from the financing have been used for general corporate purposes.

On May 4, 2018, Network CN Inc. (the “Company”), sold an aggregate of 292,000 shares of the Company’s common stock (the “Shares”) to 11 foreign investors (the “11 Investors”) pursuant to the terms of a Common Stock Purchase Agreement between the Company and the 11 Investors, dated May 4, 2018. The purchase price paid by the 11 Investors for the Shares was either $0.50 or $.60 per Share for an aggregate sum of one hundred and seventy thousand, seven hundred and thirty-three U.S. dollars and thirty cents (US$170,733). Net proceeds from the financing have been used for general corporate purposes.

On December 28, 2018, the Company sold an aggregate of 149,398 shares of the Company’s common stock (the “Shares”) to 16 foreign investors (the “16 Investors”) pursuant to the terms of a Common Stock Purchase Agreement between the Company and the 16 Investors, dated December 28, 2018. The purchase price paid by the 16 Investors for the Shares was either $0.77 or $2.00 per Share for an aggregate sum of one hundred and forty-nine thousand, five hundred and seventy-three U.S. dollars and thirty cents (US$149,573). Net proceeds from the financing have been used for general corporate purposes.

On March 28, 2019, the Company sold an aggregate of 35,000 shares of the Company’s common stock (the “Shares”) to 9 foreign investors (the “9 Investors”) pursuant to the terms of a Common Stock Purchase Agreement between the Company and the 9 Investors, dated March 28, 2019. The purchase price paid by the 9 Investors for the Shares was either $1.50 or $1.88 per Share for an aggregate sum of sixty-three thousand, three hundred and seventy-five U.S. dollars and thirty cents (US$63,375). Net proceeds from the financing have been used for general corporate purposes.

Going Concern

The Company has experienced recurring net losses of $449,300 and $371,028 for the six months ended June 30, 2019 and 2018, respectively. Additionally, the Company has net cash used in operating activities of $77,499 and $304,422 for the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, and December 31, 2018, the Company has stockholders’ deficit of $12,208,411 and $11,825,430, 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 the current financial conditions, the Company has undergone a drastic cost-cutting exercise, including reduction of the Company’s workforce, office rentals and other general and administrative expenses. 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.

Table of Contents

The existing cash and cash equivalents together with highly liquid current assets are insufficient to fund the Company’s operations for the next twelve months. The Company will need to rely upon some combination of cash generated from the Company’s operations, the proceeds from the potential exercise of the outstanding option held by Keywin Holdings Limited (“Keywin”) to purchase $2 million in shares of the Company’s common stock, or proceeds from the issuance of the Company’s equity and debt securities as well as the exercise of the conversion option by the Company’s note holders to convert the notes to the Company’s common stock, in order to maintain the Company’s operations. Based on the Company’s best estimates, the Company believes that there are sufficient financial resources to meet the cash requirements for the coming twelve months and the consolidated financial statements have been prepared on a going concern basis. However, there can be no assurance the Company will be able to continue as a going concern.

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 and six months ended June 30, 2019 and 2018 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 for the fiscal year ended December 31, 2018, previously filed with the Securities and Exchange Commission on April 1, 2019. 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.

Table of Contents

(D) Cash

Cash includes cash on hand, cash accounts, and interest-bearing savings accounts placed with banks and financial institutions. For the purposes of the statements of cash flows, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents balance as of June 30, 2019 and December 31, 2018.

(E) Equipment, Net

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

Office equipment

3 - 5 years

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

(F) Impairment of Long-Lived Assets

Long-lived assets, such as equipment, are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset exceeds the sum of the undiscounted cash flows expected to be generated from the asset’s use and eventual disposition. An impairment loss is measured as the amount by which the carrying amount exceeds the fair value of the asset calculated using a discounted cash flow analysis. There was no impairment of long-lived assets for the three and six months ended June 30, 2019 and 2018.

(G) Convertible Promissory Notes

1) Debt Restructuring and Issuance of 1% Convertible Promissory Note

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

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

Table of Contents

2) Extension of 1% Convertible Promissory Note

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

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

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

(H) Revenue Recognition

Effective January 1, 2018, the Company adopted and implemented ASU 2014-09, Revenue from Contracts with Customers (Topic 606).

Under the new standard and its related amendments (collectively known as ASC 606), 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 new 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 new standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard also includes criteria for the capitalization and amortization of certain contract acquisition and fulfillment costs.

In accordance with ASC 606, we 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.

Table of Contents

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

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

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

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

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

The Company has yet to generate revenue from operations for the three and six months ended June 30, 2019 and 2018.

(I) Stock-based Compensation

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

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

Table of Contents

(J) Income Taxes

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

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

(K) Comprehensive Income (Loss)

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

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

(L) Earnings (Loss) Per Common Share

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

The diluted net loss per share is the same as the basic net loss per share for the three and six months ended June 30, 2019 and 2018, as all potential ordinary shares including stock options and warrants are anti-dilutive and are therefore excluded from the computation of diluted net loss per share.

(M) Foreign Currency Translation

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

(N) Fair Value of Financial Instruments

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

Table of Contents

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

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

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

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

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

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

(O) Recently Adapted Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”), to make leasing activities more transparent and comparable, requiring most leases to be recognized by lessees on their balance sheets as right-of-use assets, along with corresponding lease liabilities. ASU 2016-02 is effective for annual periods beginning after December 31, 2018 and interim periods within that year, with early adoption permitted. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements as the Company does not have any lease commitments at the reporting date.

In July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”, to simplify the accounting for certain financial instruments with down round features. The amendments require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. Companies that provide earnings per share (EPS) data will adjust their basic EPS calculation for the effect of the feature when triggered (i.e., when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and will also recognize the effect of the trigger within equity. The amendments also address navigational concerns within the FASB Accounting Standards Codification® related to an indefinite deferral available to private companies with mandatorily redeemable financial instruments and certain noncontrolling interests, one that created significant “pending content” in the Codification. The FASB decided to reclassify the indefinite deferral as a scope exception, which does not have an accounting effect. The amendments are effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted. The standard did not have a material impact on the Company’s consolidated financial position, results of operations and cash flows.

Table of Contents

(P) Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-14 “Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20)”. This ASU modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The ASU is effective for annual periods ending after December 15, 2020, with early adoption permitted and should be applied on a retrospective basis to all periods presented. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13 “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”. This ASU modifies the disclosure requirements on fair value measurements by removing, modifying, or adding certain disclosures. This guidance is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted. Certain disclosures in this ASU are required to be applied on a retrospective basis and others on a prospective basis. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

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.

NOTE 3. SUBSIDIARIES AND VARIABLE INTEREST ENTITIES

Details of the Company’s principal subsidiaries and variable interest entities as of June 30, 2019 and December 31, 2018 were 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	Hong Kong	100%	Investment holding
NCN Group Management Limited	Hong Kong	100%	Provision of administrative and management services
Crown Eagle Investment Limited	Hong Kong	100%	Dormant
Crown Winner International Limited	Hong Kong	100%	Investment holding
NCN Huamin Management Consultancy (Beijing) Company Limited *	PRC	100%	Dormant
Huizhong Lianhe Media Technology Co., Ltd. *	PRC	100%	Dormant
Beijing Huizhong Bona Media Advertising Co., Ltd.*	PRC	100% (1)	Dormant
Xingpin Shanghai Advertising Limited	PRC	100% (1)	Dormant
Chuanghua Shanghai Advertising Limited	PRC	100%	Dormant
Jiahe Shanghai Advertising Limited	PRC	100%	Dormant

* The subsidiary’s registration license has been revoked.

Remarks:

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

Table of Contents

NOTE 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET

Prepaid expenses and other current assets, net as of June 30, 2019 and December 31, 2018 were as follows:

	As of June 30, 2019		As of December 31, 2018
Prepaid expenses	$	102,500	$	100,000
Other deposits		-		254
Sub-total		102,500		100,254
Less: allowance for doubtful debts		-		-
Total	$	102,500	$	100,254

The Company recorded no allowance for doubtful debts for prepaid expenses and other current assets for the three and six months ended June 30, 2019 and 2018.

NOTE 5. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES

Accounts payable, accrued expenses and other payables as of June 30, 2019 and December 31, 2018 were as follows:

	As of June 30, 2019		As of December 31, 2018
Accrued staff benefit and related fees	$	1,828,204	$	1,737,179
Accrued professional fees		91,662		61,839
Accrued interest expenses		2,463,967		2,220,786
Other accrued expenses		13,793		13,280
Other payables		5,897		-
Total	$	4,403,523	$	4,033,084

NOTE 6. SHORT-TERM LOANS

As of June 30, 2019 and December 31, 2018, the Company recorded an aggregated amount of $2,916,600 and $2,916,600 of short-term loans, respectively. Those loans were borrowed from an unrelated individual. Those 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. As of the date of this report, those loans have not yet been repaid.

The interest expenses of the short-term loans for the three months ended June 30, 2019 and 2018 were $131,247 and $128,846, while for the six months ended June 30, 2019 and 2018 amounted to $262,494 and $256,827, respectively.

NOTE 7. CONVERTIBLE PROMISSORY NOTES AND WARRANTS

(1) Debt Restructuring and Issuance of 1% Convertible Promissory Notes

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

Table of Contents

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

Pursuant to a note exchange and option agreement, dated April 2, 2009 (the “Note Exchange and Option Agreement”), between the Company and Keywin, Keywin exchanged its Amended and Restated Note in the principal amount of $45,000,000, and all accrued and unpaid interest thereon, for 4,093,806 shares of the Company’s common stock and an option to purchase an aggregate of 1,637,522 shares of the Company’s common stock, for an aggregate purchase price of $2,000,000 (the “Keywin Option”). The Keywin Option was originally exercisable for a three-month period which commenced on April 2, 2009, but pursuant to several subsequent amendments, the exercise period has been extended to a one hundred and five-months period ending on January 1, 2018 and the exercise price changed to $0.99, subject to the Company’s right to unilaterally terminate the exercise period upon 30 days’ written notice.

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

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

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

Gain on extinguishment of debt

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

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

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

Table of Contents

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

No gain or loss on extinguishment of debt

Pursuant to ASC Topic 470-20-40-3, the Company allocated the amount of the reacquisition price to the repurchased beneficial conversion feature using the intrinsic value of that conversion feature at the extinguishment date and the residual amount was allocated to the convertible security. Thus, the Company recognized no gain or loss on extinguishment of debt at the date of extinguishment for the year ended December 31, 2014.

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

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

Convertible promissory notes, net as of June 30, 2019 and December 31, 2018 were as follows:

	As of June 30, 2019		As of December 31, 2018
Gross carrying value	$	5,000,000	$	5,000,000
Less: Allocated intrinsic value of beneficial conversion feature		-		-
Add: Accumulated amortization of debt discount		-		-
		5,000,000		5,000,000
Less: Current portion		-		-
Non-current portion	$	5,000,000	$	5,000,000

Interest Expense

The interest expenses of the 1% Convertible Promissory Notes for the three months ended June 30, 2019 and 2018 were $12,740 and $12,192, respectively, while for the six months ended June 30, 2019 and 2018 amounted to $25,068 and $24,657, respectively.

NOTE 8. COMMITMENTS AND CONTINGENCIES

Contingencies

The Company accounts for loss contingencies in accordance with ASC Topic 450 and other related guidelines. As of June 30, 2019, and December 31, 2018, the Company’s management is of the opinion that there are no commitments and contingencies to account for.

NOTE 9. STOCKHOLDERS’ DEFICIT

Stock, Options and Warrants Issued for Services

In March 2018, the Company entered into an escrow agent services agreement with an escrow agent. Pursuant to the agreement, the escrow agent was granted 25,400 shares for his services rendered and the Company issued 25,400 shares of par value of $0.4 to $0.6 per share to the consultant. In connection with this stock grants and in accordance with ASC Topic 718, the Company recognized $8,536 and $12,858 of non-cash stock-based compensation included in general and administrative expenses on the unaudited consolidated statements of operation for the three months and six months ended June 30, 2018.

Table of Contents

In March 2018, the Company entered into an escrow agent services agreement with an escrow agent. Pursuant to the agreement, the escrow agent was granted 1,750 shares for his services rendered for the six months ended June 30 2019. The Company issued 300 shares of par value of $1.5 per share and 1,450 shares of par value of $1.88 per share to the consultant for the six months ended June 30, 2019. In connection with this stock grants and in accordance with ASC Topic 718, the Company recognized $3,169 of non-cash stock-based compensation included in general and administrative expenses on the unaudited consolidated statements of operation for the six months ended June 30, 2019.

On March 15, 2018, the Company completed a private placement of 216,000 shares of restricted common stock at $0.4 per share. The transaction took place with 19 investors and generated gross proceeds of $86,400 for the period ended March 31, 2018.

On May 4, 2018, the Company completed a private placement of 292,000 shares of restricted common stock at either $0.5 or $0.6 per share. The transaction took place with 11 investors and generated gross proceeds of $170,733.3 for the three months ended June 30, 2018.

On March 28, 2019, the Company completed a private placements of 35,000 shares of restricted common stock at either $1.5 or $1.88 per share. The transaction took place with 9 investors and generated gross proceeds of $63,375 for the six months ended June 30, 2019.

NOTE 10. RELATED PARTY TRANSACTIONS

Except as set forth below, during the six months ended June 30, 2019 and 2018, the Company did not enter into any material transactions or series of transactions that would be considered material in which any officer, director or beneficial owner of 5% or more of any class of the Company’s capital stock, or any immediate family member of any of the preceding persons, had a direct or indirect material interest.

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

On July 1, 2009, the Company and Keywin, of which the Company’s chief executive officer and director is the director and his spouse is the sole shareholder, entered into an Amendment, pursuant to which the Company agreed to extend the exercise period for the Keywin Option under the Note Exchange and Option Agreement between the Company and Keywin, to purchase an aggregate of 1,637,522 shares of our common stock for an aggregate purchase price of $2,000,000, from a three-month period ended on July 1, 2009, to a six-month period ended October 1, 2009. The exercise period for the Keywin option was subsequently further extended to a nine-month period ended January 1, 2010, pursuant to the Second Amendment. On January 1, 2010, the Company and Keywin entered into the third Amendment, pursuant to which the Company agreed to further extend the exercise period to an eighteen-month period ended on October 1, 2010 and provide the Company with the right to unilaterally terminate the exercise period upon 30 days’ written notice. On September 30, 2010, the exercise price was extended at various times from September 1, 2010 to December 31, 2017, the latest exercise period for the Keywin Option was further extended to a hundred and twenty-nine-month period ending on January 1, 2020 and the exercise price changed to $0.99.

Table of Contents

NOTE 11. NET LOSS PER COMMON SHARE

Net loss per common share information for the three and six months ended June 30, 2019 and 2018 was as follows:

	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Numerator:
Net loss attributable to NCN common stockholders	$	(225,575	)	$	(127,951	)	$	(449,300	)	$	(371,028	)
Denominator:
Weighted average number of shares outstanding, basic		8,769,013			8,495,175			8,751,552			8,301,561
Effect of dilutive securities		-			-			-			-
Options and warrants		-			-			-			-
Weighted average number of shares outstanding, diluted		8,769,013			8,495,175			8,751,552			8,301,561

Net loss per common share – basic and diluted	$	(0.0257	)	$	(0.0151	)	$	(0.0513	)	$	(0.0447	)

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, 2019 and 2018 as all potential common shares including stock options and warrants 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 as of June 30, 2019 and 2018.

NOTE 12 GAIN FROM WRITE-OFF OF LONG-AGED DIRECTORS’ FEE PAYABLE

The Company’s directors considered the payment of the outstanding long-aged directors’ fees have not been claimed due to loss of contact and it is in the best interests of Company to write off the directors’ fee of the resigned directors. The Company’s directors have resolved that they are of the opinion that the obligation for future settlement of accrued long-aged directors’ fee payable are remote, therefore the related accruals have been written off for the three and six months ended June 30, 2018.

Table of Contents

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 for fiscal year ended December 31, 2018 and subsequent SEC filings. The Company assumes no obligation and does not intend to update any forward-looking statements, except as required by law.

Use of Terms

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

	l	“BVI” are references to the British Virgin Islands;
	l	“China” and “PRC” are to the People’s Republic of China;
	l	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; Crown Winner International Limited, or Crown Winner, a Hong Kong Limited company, and its subsidiary, and its variable interest entity, Xingpin Shanghai Advertising Limited; Crown Eagle Investments Limited, a Hong Kong limited company;; Cityhorizon Limited, or Cityhorizon Hong Kong, a Hong Kong limited company, and its subsidiary, Huizhong Lianhe Media Technology Co., Ltd., or Lianhe, a PRC limited company; Chuanghua Shanghai advertising Limited, a PRC limited company; NCN Huamin Management Consultancy (Beijing) Company Limited, or NCN Huamin, a PRC limited company; and the Company’s variable interest entity, Beijing Huizhong Bona Media Advertising Co., Ltd., or Bona, a PRC limited company;
	l	“NCN Management Services” are references to NCN Management Services Limited, a BVI limited company;
	l	“RMB” are to the Renminbi, the legal currency of China;
	l	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
	l	“U.S. dollar”, “$” and “US$” are to the legal currency of the United States.

Overview of Our Business

Our mission is to become a nationwide leader in providing out-of-home advertising in China, primarily serving the needs of branded corporate customers. Our business direction to not just selling air-time for its media panels but also started working closely with property developers in media planning for the property at the very early stage. As a media planner we share the advertising profits with the property developers without paying significant rights fees, so we expect to achieve a positive return from these projects.

Table of Contents

To address these unfavorable market conditions, we continue to implement cost-cutting measures, including reductions in our workforce, office rentals, selling and marketing related expenses and other general and administrative expenses. We have also re-assessed the commercial viability of each of our concession rights contracts and have terminated those of our concession rights that we determined were no longer commercially viable due to high annual fees. Management has also successfully negotiated some reductions in advertising operating rights fees under remaining contracts.

For more information relating to our business, please refer to Part I, “Item 1 - Business” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Recent Development

Completes Additional Private Placement

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

Identification of Potential Projects

The Company will continually explore new media projects in order to provide a wider range of media and advertising services, rather than focusing primarily on LED media. The Company has identified several such potential projects which it intends to aggressively pursue in the coming year.

Table of Contents

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, 2019 and June 30, 2018

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, 2019 decreased by 5% to $81,588, as compared to $85,875 for the corresponding prior year period. The decrease in general and administrative expenses was mainly due to the decrease in salaries.

Gain from write-off of long aged directors’ fee payable – Gain from write-off of long aged directors’ fee payable for the three months ended June 30, 2018 was $107,500, compared to $nil for the three months ended June 30, 2019. We believe the obligation for future settlement for such long-aged payables is remote and therefore wrote them off.

Stock based compensation for services – Stock-based compensation for services is stock granted to directors, executive officers and employees for services rendered calculated in accordance with Accounting Standards Codification, or ASC, Topic 718, Stock-based Compensation, for services was $8,538 for the three months ended June 30, 2018. The decrease in the stock-based ompensation was mainly due no stock granted for services rendered during the three months ended June 30, 2019.

Interest and Other Debt-Related Expenses – Interest expense and other debt-related expenses for the three months ended June 30, 2019 increased to $143,987, or by 2%, as compared to $141,038 for the corresponding prior year period. The increase was mainly due to the increased in short term loans balance.

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, 2019 and 2018, 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 $225,575 for the three months ended June 30, 2019, an increase of 76%, as compared to a net loss of $127,951 for the corresponding prior year period. The increase in net loss was mainly driven by no write-off of long aged directors’ fee payable.

Comparison of Six Months Ended June 30, 2019 and June 30, 2018

General and Administrative Expenses – General and administrative expenses for the six months ended June 30, 2019 decreased by 14% to $158,572, compared to $184,186 for the corresponding prior year period. The decrease in general and administrative expenses was mainly due to decrease of salaries.

Gain from write-off of long aged directors’ fee payable – Gain from write-off of long-aged directors’ fee payables for the six months ended June 30, 2018 was $107,500, compared to $nil for the six months ended June 30, 2019. We believe the obligation for future settlement for such long-aged payables is remote and therefore wrote them off.

Stock based compensation for services – Stock-based compensation for services is stock granted to directors, executive officers and employees for services rendered calculated in accordance with Accounting Standards Codification, or ASC, Topic 718, Stock-based Compensation, for services was $3,169 and $12,858 for the six months ended June 30, 2019 and 2018. The decrease in the stock-based compensation was mainly due to less stock had been granted for services rendered during the six months ended June 30, 2019.

Interest and Other Debt-Related Expenses – Interest expense and other debt-related expenses for the six months ended June 30, 2019 increased to $287,562, or by 2%, compared to $281,484 for the corresponding prior year period. The increase was mainly due to increase of short-term loan.

Table of Contents

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, 2019 and 2018 as the Company and all of its subsidiaries and its variable interest entities operated at a taxable loss during the respective periods.

Net Loss – The Company incurred a net loss of $449,300 for the six months ended June 30, 2019, compared to of $371,028 for the corresponding prior year period. The increase in net loss was primarily due no gain from write-off of long aged directors’ fee payable set off by the increase in interest expenses from short term loan.

Liquidity and Capital Resources

As of June 30, 2019, we had cash of $8,335, as compared to $22,684 as of December 31, 2018, a decrease of $14,349 with the decrease of proceeds from private placement.

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

	Six Months Ended
	June 30, 2019			June 30, 2018
Net cash used in operating activities	$	(77,499	)	$	(304,422	)
Net cash provided by financing activities		63,375			306,734
Effect of exchange rate changes on cash		(225	)		(143	)
Net (decrease)/increase in cash		(14,349	)		2,169
Cash, beginning of period		22,684			6,124
Cash, end of period	$	8,335		$	8,293

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2019 was $77,499, as compared to net cash used in operating activities amounting to $304,422 for the corresponding prior year period. This was mainly attributable to decrease in payments to suppliers during the six months ended June 30, 2019.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2019 and 2018 was $nil.

Financing Activities

Net cash provided by financing activities was $63,375 for the six months ended June 30, 2019, as compared to $306,734 for the corresponding prior year period. The decrease was mainly due to decrease in proceeds from private placements and proceeds from short-term loans for financing our operations during the six months ended June 30, 2019.

Short-term Loan

As of June 30, 2019, the Company recorded an aggregated amount of $2,916,600 short-term loans. Those loans were borrowed from an unrelated individual. Those loans are unsecured, bear a monthly interest of 1.5% 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.

Table of Contents

Capital Expenditures

During the three and six months ended June 30, 2019 and 2018, we did not acquire equipment.

Contractual Obligations and Commercial Commitments

The following table presents certain payments due under contractual obligations with minimum firm commitments as of June 30, 2019:

	Payments due by period
		Total		Due in 2017		Due in 2018 – 2019		Due in 2019-2020		Thereafter
Debt Obligations (a)	$	5,000,000	$	5,000,000	$	-	$	-	$	-
Short Term Loan (b)		2,916,600		2,916,600		-		-		-

(a) Debt Obligations. We issued an aggregate of $5,000,000 in 1% Convertible Promissory Notes in April 2009 to our investors and such 1% Convertible Promissory Notes matured on April 1, 2016. For details, please refer to the Note 7 of the consolidated financial statements.

(b) Short Term Loan. We have entered into short-term loan agreement with an unrelated individual. Those loans are unsecured, bear a monthly interest of 1.5% and repayable on demand or have due date in a 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.

Recent Accounting Pronouncements

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 Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Table of Contents

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, 2019. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2019, 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 effective to satisfy the objectives for which they are intended.

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.

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.

Not applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We have not sold any equity securities during the quarter ended June 30, 2019 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.

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 30,2019, 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, 2019	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)

EX-31.1 2 ex31_1.htm EXHIBIT 31.1

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, 2019

/s/ Earnest Leung

Earnest Leung

Chief Executive Officer

(Principal Executive Officer)

EX-31.2 3 ex31_2.htm EXHIBIT 31.2

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, 2019

/s/Shirley Cheng

Shirley Cheng

Chief Financial Officer

(Principal Financial Officer and Principal

Accounting Officer)

EX-32.1 4 ex32_1.htm EXHIBIT 32.1

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, 2019 (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 2019.

	/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.

EX-32 5 ex32_2.htm EXHIBIT 32.2

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 Interim 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 2019.

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

EX-101.INS 6 nwcn-20190630.xml XBRL INSTANCE FILE 0000934796 2018-12-31 0000934796 2019-06-30 0000934796 srt:DirectorMember 2009-04-30 0000934796 2018-06-30 0000934796 us-gaap:AdvertisingMember 2019-01-01 2019-06-30 0000934796 us-gaap:AdvertisingMember 2018-01-01 2018-06-30 0000934796 us-gaap:AdvertisingMember 2018-04-01 2018-06-30 0000934796 us-gaap:AdvertisingMember 2019-04-01 2019-06-30 0000934796 2019-01-01 2019-06-30 0000934796 2018-01-01 2018-06-30 0000934796 2019-04-01 2019-06-30 0000934796 2018-04-01 2018-06-30 0000934796 2017-12-31 0000934796 2019-08-13 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember 2018-03-14 2018-03-15 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember 2018-05-03 2018-05-04 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember 2019-03-27 2019-03-28 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember us-gaap:RestrictedStockUnitsRSUMember 2018-03-14 2018-03-15 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember us-gaap:RestrictedStockUnitsRSUMember 2019-03-27 2019-03-28 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember 2018-12-27 2018-12-28 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember 2018-03-15 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember 2018-05-04 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember 2018-12-28 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember 2019-03-28 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember us-gaap:RestrictedStockUnitsRSUMember 2018-03-15 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember us-gaap:RestrictedStockUnitsRSUMember 2019-03-28 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember srt:MinimumMember 2018-05-04 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember srt:MaximumMember 2018-05-04 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember srt:MinimumMember 2018-12-28 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember srt:MaximumMember 2018-12-28 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember srt:MinimumMember 2019-03-28 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember srt:MaximumMember 2019-03-28 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember us-gaap:RestrictedStockUnitsRSUMember srt:MinimumMember 2019-03-28 0000934796 nwcn:CommonStockPurchaseAgreementMember us-gaap:InvestorMember us-gaap:PrivatePlacementMember us-gaap:RestrictedStockUnitsRSUMember srt:MaximumMember 2019-03-28 0000934796 us-gaap:OfficeEquipmentMember srt:MinimumMember 2019-01-01 2019-06-30 0000934796 us-gaap:OfficeEquipmentMember srt:MaximumMember 2019-01-01 2019-06-30 0000934796 nwcn:NoteExchangeAndOptionAgreementMember us-gaap:UnsecuredDebtMember nwcn:ShanghaiQuoAdvertisingCoLtdMember nwcn:OchZiffCapitalManagementGroupMember 2009-04-02 0000934796 nwcn:NoteAndWarrantPurchaseAgreementMember us-gaap:SecuredDebtMember nwcn:ShanghaiQuoAdvertisingCoLtdMember nwcn:OchZiffCapitalManagementGroupMember 2007-11-19 0000934796 nwcn:NoteAndWarrantPurchaseAgreementMember us-gaap:SecuredDebtMember nwcn:ShanghaiQuoAdvertisingCoLtdMember nwcn:OchZiffCapitalManagementGroupMember 2007-11-28 0000934796 nwcn:NoteAndWarrantPurchaseAgreementMember us-gaap:SecuredDebtMember nwcn:ShanghaiQuoAdvertisingCoLtdMember nwcn:OchZiffCapitalManagementGroupMember 2008-01-31 0000934796 nwcn:NoteExchangeAgreementMember us-gaap:UnsecuredDebtMember 2009-04-02 0000934796 nwcn:NoteAndWarrantPurchaseAgreementMember us-gaap:SecuredDebtMember nwcn:ShanghaiQuoAdvertisingCoLtdMember nwcn:OchZiffCapitalManagementGroupMember 2009-04-02 0000934796 nwcn:NoteExchangeAndOptionAgreementMember us-gaap:UnsecuredDebtMember nwcn:ShanghaiQuoAdvertisingCoLtdMember nwcn:OchZiffCapitalManagementGroupMember 2009-03-31 2009-04-02 0000934796 nwcn:NoteExchangeAgreementMember us-gaap:UnsecuredDebtMember 2009-03-31 2009-04-02 0000934796 nwcn:NoteExchangeAgreementMember nwcn:ConvertibleDebt1Member 2009-03-31 2009-04-02 0000934796 nwcn:NoteExchangeAndOptionAgreementMember us-gaap:UnsecuredDebtMember nwcn:ShanghaiQuoAdvertisingCoLtdMember nwcn:OchZiffCapitalManagementGroupMember 2012-04-01 0000934796 nwcn:NoteExchangeAgreementMember us-gaap:UnsecuredDebtMember 2012-04-01 0000934796 nwcn:NoteExchangeAgreementMember us-gaap:ConvertibleDebtMember 2009-04-02 0000934796 nwcn:NoteExchangeAgreementMember nwcn:ConvertibleDebt1Member 2009-04-02 0000934796 nwcn:NoteExchangeAndOptionAgreementMember us-gaap:UnsecuredDebtMember nwcn:ShanghaiQuoAdvertisingCoLtdMember nwcn:OchZiffCapitalManagementGroupMember 2012-03-31 2012-04-01 0000934796 nwcn:NCNGroupLimitedMember 2019-01-01 2019-06-30 0000934796 nwcn:NCNMediaServicesLimitedMember 2019-01-01 2019-06-30 0000934796 nwcn:CityhorizonLimitedMember 2019-01-01 2019-06-30 0000934796 nwcn:NCNGroupManagementLimitedMember 2019-01-01 2019-06-30 0000934796 nwcn:CrownEagleInvestmentLimitedMember 2019-01-01 2019-06-30 0000934796 nwcn:CrownWinnerInternationalLimitedMember 2019-01-01 2019-06-30 0000934796 nwcn:NCNHuaminManagementConsultancyBeijingCompanyLimitedMember 2019-01-01 2019-06-30 0000934796 nwcn:HuizhongLianheMediaTechnologyCoLtdMember 2019-01-01 2019-06-30 0000934796 nwcn:BeijingHuizhongBonaMediaAdvertisingCoLtdMember 2019-01-01 2019-06-30 0000934796 nwcn:XingpinShanghaiAdvertisingLimitedMember 2019-01-01 2019-06-30 0000934796 nwcn:ChuanghuaShanghaiAdvertisingLimitedMember 2019-01-01 2019-06-30 0000934796 nwcn:JiaheShanghaiAdvertisingLimitedMember 2019-01-01 2019-06-30 0000934796 nwcn:NCNGroupLimitedMember 2019-06-30 0000934796 nwcn:NCNMediaServicesLimitedMember 2019-06-30 0000934796 nwcn:CityhorizonLimitedMember 2019-06-30 0000934796 nwcn:NCNGroupManagementLimitedMember 2019-06-30 0000934796 nwcn:CrownEagleInvestmentLimitedMember 2019-06-30 0000934796 nwcn:CrownWinnerInternationalLimitedMember 2019-06-30 0000934796 nwcn:NCNHuaminManagementConsultancyBeijingCompanyLimitedMember 2019-06-30 0000934796 nwcn:HuizhongLianheMediaTechnologyCoLtdMember 2019-06-30 0000934796 nwcn:BeijingHuizhongBonaMediaAdvertisingCoLtdMember 2019-06-30 0000934796 nwcn:XingpinShanghaiAdvertisingLimitedMember 2019-06-30 0000934796 nwcn:ChuanghuaShanghaiAdvertisingLimitedMember 2019-06-30 0000934796 nwcn:JiaheShanghaiAdvertisingLimitedMember 2019-06-30 0000934796 nwcn:UnrelatedIndividualMember 2019-06-30 0000934796 nwcn:NoteAndWarrantPurchaseAgreementMember us-gaap:SecuredDebtMember nwcn:ShanghaiQuoAdvertisingCoLtdMember nwcn:OchZiffCapitalManagementGroupMember us-gaap:WarrantMember 2007-11-19 0000934796 nwcn:NoteAndWarrantPurchaseAgreementMember us-gaap:SecuredDebtMember nwcn:ShanghaiQuoAdvertisingCoLtdMember nwcn:OchZiffCapitalManagementGroupMember nwcn:WarrantOneMember 2007-11-28 0000934796 nwcn:NoteAndWarrantPurchaseAgreementMember us-gaap:SecuredDebtMember nwcn:ShanghaiQuoAdvertisingCoLtdMember nwcn:OchZiffCapitalManagementGroupMember nwcn:WarrantTwoMember 2007-11-28 0000934796 nwcn:NoteAndWarrantPurchaseAgreementMember us-gaap:SecuredDebtMember nwcn:ShanghaiQuoAdvertisingCoLtdMember nwcn:OchZiffCapitalManagementGroupMember nwcn:WarrantOneMember 2008-01-31 0000934796 nwcn:NoteAndWarrantPurchaseAgreementMember us-gaap:SecuredDebtMember nwcn:ShanghaiQuoAdvertisingCoLtdMember nwcn:OchZiffCapitalManagementGroupMember nwcn:WarrantTwoMember 2008-01-31 0000934796 nwcn:NoteExchangeAndOptionAgreementMember nwcn:KeywinHoldingsLimitedMember nwcn:CommonStockOptionMember 2009-04-02 0000934796 nwcn:SecurityAgreementMember nwcn:CollateralAgentMember 2008-01-30 2008-01-31 0000934796 nwcn:NoteExchangeAndOptionAgreementMember nwcn:KeywinHoldingsLimitedMember 2009-03-31 2009-04-02 0000934796 nwcn:EscrowAgentServicesAgreementMember 2019-01-01 2019-06-30 0000934796 nwcn:EscrowAgentServicesAgreement1Member 2019-01-01 2019-06-30 0000934796 nwcn:EscrowAgentServicesAgreementMember 2018-01-01 2018-06-30 0000934796 nwcn:NoteExchangeAndOptionAgreementMember nwcn:KeywinHoldingsLimitedMember nwcn:CommonStockOptionMember 2009-03-31 2009-04-02 0000934796 nwcn:NoteExchangeAndOptionAgreementMember nwcn:KeywinHoldingsLimitedMember nwcn:CommonStockOptionMember 2009-06-30 2009-07-01 0000934796 nwcn:NoteExchangeAgreementMember us-gaap:ConvertibleDebtMember 2009-03-31 2009-04-02 0000934796 nwcn:NoteExchangeAgreementMember nwcn:ConvertibleDebt2Member 2009-03-31 2009-04-02 0000934796 2012-01-01 2012-12-31 0000934796 nwcn:ConvertibleDebt3Member 2019-01-01 2019-06-30 0000934796 nwcn:ConvertibleDebt3Member 2018-01-01 2018-06-30 0000934796 nwcn:ConvertibleDebt3Member 2019-04-01 2019-06-30 0000934796 nwcn:ConvertibleDebt3Member 2018-04-01 2018-06-30 0000934796 nwcn:EscrowAgentServicesAgreementMember 2019-06-30 0000934796 nwcn:EscrowAgentServicesAgreement1Member 2019-06-30 0000934796 nwcn:EscrowAgentServicesAgreementMember srt:MaximumMember 2018-06-30 0000934796 nwcn:EscrowAgentServicesAgreementMember srt:MinimumMember 2018-06-30 0000934796 nwcn:EscrowAgentServicesAgreementMember 2018-04-01 2018-06-30 0000934796 srt:DirectorMember 2009-03-31 2009-04-30 0000934796 srt:DirectorMember us-gaap:UnsecuredDebtMember 2009-04-30 0000934796 2009-06-30 2009-07-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure nwcn:Number

22684

8335

100254

102500

100000

122938

110835

1316

877

124254

111712

4033084

4403523

2916600

5000000

11949684

12320123

11949684

12320123

8731

8768

124133095

124199602

-137671203

-138120503

1703947

1703722

124254

111712

0.001

5000000

0.001

26666667

8732263

8769013

8732263

8769013

-161741

-197044

-81588

-94413

161741

197044

81588

94413

3169

12858

8538

158572

184186

81588

85875

107500

-449300

-371028

-225575

-127951

-449300

-371028

-225575

-127951

287562

281484

143987

141038

287562

281484

143987

141038

8751552

8301561

8769013

8495175

-0.0513

-0.0447

-0.0257

-0.0151

-449525

-371171

-225874

-128249

-225

-143

-299

-298

-225

-143

-299

-298

439

695

370439

162726

2246

2173

63375

306734

49601

63375

257133

-225

-143

-14349

2169

22684

8335

8293

6124

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, the Company has been principally engaged in the provision of out-of-home advertising in China through the operation of a network of roadside LED digital video panels, mega-size LED digital video billboards and light boxes in major cities.   Details of the Company’s principal subsidiaries and variable interest entities as of June 30, 2019, are described in Note 3 – Subsidiaries and Variable Interest Entities.   Private Placement   On March 15, 2018, Network CN Inc. (the “Company”), sold an aggregate of 216,000 shares of the Company’s common stock (the “Shares”) to 19 foreign investors (the “New Investors”) pursuant to the terms of a Common Stock Purchase Agreement between the Company and the New Investors, dated March 15, 2018. The purchase price paid by the New Investors for the Shares was $0.40 per Share for an aggregate sum of Eighty-Six Thousand and Four Hundred U.S. Dollars (US$86,400.00). Net proceeds from the financing have been used for general corporate purposes.   On May 4, 2018, Network CN Inc. (the “Company”), sold an aggregate of 292,000 shares of the Company’s common stock (the “Shares”) to 11 foreign investors (the “11 Investors”) pursuant to the terms of a Common Stock Purchase Agreement between the Company and the 11 Investors, dated May 4, 2018. The purchase price paid by the 11 Investors for the Shares was either $0.50 or $.60 per Share for an aggregate sum of one hundred and seventy thousand, seven hundred and thirty-three U.S. dollars and thirty cents (US$170,733). Net proceeds from the financing have been used for general corporate purposes.   On December 28, 2018, the Company sold an aggregate of 149,398 shares of the Company’s common stock (the “Shares”) to 16 foreign investors (the “16 Investors”) pursuant to the terms of a Common Stock Purchase Agreement between the Company and the 16 Investors, dated December 28, 2018. The purchase price paid by the 16 Investors for the Shares was either $0.77 or $2.00 per Share for an aggregate sum of one hundred and forty-nine thousand, five hundred and seventy-three U.S. dollars and thirty cents (US$149,573). Net proceeds from the financing have been used for general corporate purposes.   On March 28, 2019, the Company sold an aggregate of 35,000 shares of the Company’s common stock (the “Shares”) to 9 foreign investors (the “9 Investors”) pursuant to the terms of a Common Stock Purchase Agreement between the Company and the 9 Investors, dated March 28, 2019. The purchase price paid by the 9 Investors for the Shares was either $1.50 or $1.88 per Share for an aggregate sum of sixty-three thousand, three hundred and seventy-five U.S. dollars and thirty cents (US$63,375). Net proceeds from the financing have been used for general corporate purposes.   Going Concern   The Company has experienced recurring net losses of $449,300 and $371,028 for the six months ended June 30, 2019 and 2018, respectively. Additionally, the Company has net cash used in operating activities of $77,499 and $304,422 for the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, and December 31, 2018, the Company has stockholders’ deficit of $12,208,411 and $11,825,430, 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 the current financial conditions, the Company has undergone a drastic cost-cutting exercise, including reduction of the Company’s workforce, office rentals and other general and administrative expenses. The Company has actively explored new prominent media projects in order to provide a wider range of media and advertising services and improve our financial performance. If the project can start to operate, the Company expects that the project will improve the Company’s future financial performance. The Company expects that the new project can generate positive cashflow.       The existing cash and cash equivalents together with highly liquid current assets are insufficient to fund the Company’s operations for the next twelve months. The Company will need to rely upon some combination of cash generated from the Company’s operations, the proceeds from the potential exercise of the outstanding option held by Keywin Holdings Limited (“Keywin”) to purchase $2 million in shares of the Company’s common stock, or proceeds from the issuance of the Company’s equity and debt securities as well as the exercise of the conversion option by the Company’s note holders to convert the notes to the Company’s common stock, in order to maintain the Company’s operations. Based on the Company’s best estimates, the Company believes that there are sufficient financial resources to meet the cash requirements for the coming twelve months and the consolidated financial statements have been prepared on a going concern basis. However, there can be no assurance the Company will be able to continue as a going concern.

NOTE 2                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"> <tr style="vertical-align: top"> <td style="width: 0.25in">(A)</td> <td style="text-align: justify">Basis of Presentation and Preparation</td></tr> </table>   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 and six months ended June 30, 2019 and 2018 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 for the fiscal year ended December 31, 2018, previously filed with the Securities and Exchange Commission on April 1, 2019. 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) Cash   Cash includes cash on hand, cash accounts, and interest-bearing savings accounts placed with banks and financial institutions. For the purposes of the statements of cash flows, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents balance as of June 30, 2019 and December 31, 2018.   (E) Equipment, Net   Equipment is stated at cost less accumulated depreciation and impairment losses, if any. Depreciation is provided on a straight-line basis, less estimated residual values over the assets’ estimated useful lives. The estimated useful lives are as follows:   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 40%"> <tr style="background-color: rgb(204,238,255); vertical-align: top"> <td style="width: 54%">Office equipment</td> <td style="width: 46%">3 - 5 years</td></tr> </table>   When equipment is retired or otherwise disposed of, the related cost, accumulated depreciation and provision for impairment loss, if any are removed from the respective accounts, and any gain or loss is reflected in the unaudited consolidated statements of operations and comprehensive loss. Repairs and maintenance costs on equipment are expensed as incurred.   (F) Impairment of Long-Lived Assets   Long-lived assets, such as equipment, are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset exceeds the sum of the undiscounted cash flows expected to be generated from the asset’s use and eventual disposition. An impairment loss is measured as the amount by which the carrying amount exceeds the fair value of the asset calculated using a discounted cash flow analysis. There was no impairment of long-lived assets for the three and six months ended June 30, 2019 and 2018.   (G) Convertible Promissory Notes   1) Debt Restructuring and Issuance of 1% Convertible Promissory Note   On April 2, 2009, the Company issued 1% unsecured senior convertible promissory notes to the previous 3% convertible promissory note holders who agreed to cancel these 3% convertible promissory notes in the principal amount of $5,000,000 (including all accrued and unpaid interest thereon), and all of the warrants, in exchange for the 1% unsecured senior convertible promissory notes in the principal amount of $5,000,000. The 1% convertible promissory notes bore interest at 1% per annum, payable semi-annually in arrears, matured on April 1, 2012, and were convertible at any time into shares of the Company’s common stock at a fixed conversion price of $1.7445 per share, subject to customary anti-dilution adjustments. Pursuant to ASC Topic 470, Debt, the Company determined that the original convertible notes and the 1% convertible notes were with substantially different terms and hence the exchange was recorded as an extinguishment of original notes and issuance of new notes.   The Company determined the 1% convertible promissory notes to be conventional convertible instruments under ASC Topic 815, Derivatives and Hedging. Its embedded conversion option qualified for equity classification. The embedded beneficial conversion feature was recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The debt discount resulting from the allocation of proceeds to the beneficial conversion feature is amortized over the term of the 1% convertible promissory notes from the respective dates of issuance using the effective interest method.   2) Extension of 1% Convertible Promissory Note   The 1% convertible promissory notes matured on April 1, 2012 and on the same date, the Company and the note holders agreed to the following: 1) extension of the maturity date of the 1% convertible promissory notes for a period of two years and 2) modification of the 1% convertible promissory notes to be convertible at any time into shares of the Company’s common stock at a conversion price of $1.3956 per share, subject to customary anti-dilution adjustments. In all other respects not specifically mentioned, the terms of the 1% convertible promissory notes remain the same and are fully enforceable in accordance with their terms. Subsequently, the Company issued to the note holders new 1% convertible promissory notes with a maturity date of April 1, 2014. Pursuant to ASC Topic 470, the Company determined that the modification is substantially different and hence the modification was recorded as an extinguishment of notes and issuance of new notes. The Company allocated the amount of the reacquisition price to the repurchased beneficial conversion feature using the intrinsic value of that conversion feature at the extinguishment date and the residual amount was allocated to the convertible security. Thus, the Company recorded a gain on extinguishment of debt. The 1% Convertible Promissory Notes were scheduled to mature on April 1, 2014 and on March 12, 2014, the Company and the respective holders agreed to extend the maturity date of the 1% Convertible Promissory Notes for a period of two years. In all other respects not specifically mentioned, the terms of the 1% Convertible Promissory Notes shall remain the same and shall be fully enforceable in accordance with its terms. Subsequently, the Company issued to the note holders new 1% convertible promissory notes which matured on April 1, 2016. The Company allocated the amount of the reacquisition price to the repurchased beneficial conversion feature using the intrinsic value of that conversion feature at the extinguishment date and the residual amount was allocated to the convertible security. Thus, the Company recorded no gain or loss on extinguishment of debt.   The Company determined the modified new 1% convertible promissory notes to be conventional convertible instruments under ASC Topic 815. Its embedded conversion option qualified for equity classification. The embedded beneficial conversion feature was recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The debt discount resulting from the allocation of proceeds to the beneficial conversion feature is amortized over the term of the new 1% convertible promissory notes from the respective dates of issuance using the effective interest method.   On April 29, 2016, the Company received a reservation of rights letter from the note holders to reserves all of its powers, rights and privileges.   (H) Revenue Recognition   Effective January 1, 2018, the Company adopted and implemented ASU 2014-09, Revenue from Contracts with Customers (Topic 606).   Under the new standard and its related amendments (collectively known as ASC 606), 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 new 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 new standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard also includes criteria for the capitalization and amortization of certain contract acquisition and fulfillment costs.   In accordance with ASC 606, we recognize revenue when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration we expect to be entitled to receive in exchange for such services. To achieve this core principle, we apply the following five steps:   1) Identify the contract(s) with a customer - A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to those goods or services, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. The contract term for contracts that provide a right to terminate a contract for convenience without significant penalty will reflect the term that each party has enforceable rights under the contract (the period through the earliest termination date). If the termination right is only provided to the customer, the unsatisfied performance obligations will be evaluated as customer options as discussed below.   2) Identify the performance obligations in the contract - Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both (i) capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available from third parties or from us, and (ii) are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation. Certain of our contracts (under which we deliver multiple promised services) require us to perform integration activities where we bear risk with respect to integration activities. Therefore, we must apply judgment to determine whether as a result of those integration activities and risks, the promised services are distinct on the context of the contract.   We typically do not include options that would result in a material right. If options to purchase additional services or options to renew are included in customer contracts, we evaluate the option in order to determine if our arrangement include promises that may represent a material right and needs to be accounted for as a performance obligation in the contract with the customer.   3) Determine the transaction price - The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer. Our contract prices may include fixed amounts, variable amounts or a combination of both fixed and variable amounts. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. When determining if variable consideration should be constrained, management considers whether there are factors outside our control that could result in a significant reversal of revenue. In making these assessments, we consider the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required.   4) Allocate the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (SSP) basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. For most performance obligations, we determine standalone selling price based on the price at which the performance obligation is sold separately. Although uncommon, if the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.   5) Recognize revenue when (or as) we satisfy a performance obligation: we satisfy performance obligations either over time or at a point-in-time as discussed in further detail below. Revenue is recognized when the related performance obligation is satisfied by transferring control of a promised good or service to a customer.   The Company has yet to generate revenue from operations for the three and six months ended June 30, 2019 and 2018.   (I) Stock-based Compensation   The Company complies with ASC Topic 718, Compensation – Stock Compensation, using a modified prospective application transition method, which establishes accounting for stock-based awards in exchange for employee services. Under this application, the Company is required to record stock-based compensation expense for all awards granted. It requires that stock-based compensation cost is measured at grant date, based on the fair value of the award, and recognized as expense over the requisite services period.   The Company follows ASC topic 505-50, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock issued to consultants and other non-employees. In accordance with ACS Topic 505-50, the stock issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the stock, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to expense over the period during which services are rendered.   (J) Income Taxes   The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced.   The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Once this threshold has been met, the Company's measurement of its expected tax benefits is recognized in its consolidated financial statements. The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense.   (K) Comprehensive Income (Loss)   The Company follows ASC Topic 220, Comprehensive Income, for the reporting and display of its comprehensive income (loss) and related components in the consolidated financial statements and thereby reports a measure of all changes in equity of an enterprise that results from transactions and economic events other than transactions with the shareholders. Items of comprehensive income (loss) are reported in both the consolidated statements of operations and comprehensive loss and the consolidated statement of stockholders’ deficit.   Accumulated other comprehensive income as presented on the consolidated balance sheets consisted of the accumulative foreign currency translation adjustment at period end.   (L) Earnings (Loss) Per Common Share   Basic earnings (loss) per common share are computed in accordance with ASC Topic 260 by dividing the net income (loss) attributable to holders of common stock by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares including the dilutive effect of common share equivalents then outstanding.   The diluted net loss per share is the same as the basic net loss per share for the three and six months ended June 30, 2019 and 2018, as all potential ordinary shares including stock options and warrants are anti-dilutive and are therefore excluded from the computation of diluted net loss per share.   (M) Foreign Currency Translation   The assets and liabilities of the Company’s subsidiaries and variable interest entity denominated in currencies other than U.S. dollars are translated into U.S. dollars using the applicable exchange rates at the balance sheet date. For unaudited consolidated statements of operations and comprehensive loss’ items, amounts denominated in currencies other than U.S. dollars were translated into U.S. dollars using the average exchange rate during the period. Equity accounts were translated at their historical exchange rates. Net gains and losses resulting from translation of foreign currency financial statements are included in the statements of stockholders’ equity as accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are reflected in the unaudited consolidated statements of operations and comprehensive loss.   (N) Fair Value of Financial Instruments   ASC Topic 820, Fair Value Measurements and Disclosure, defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.   It establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It establishes three levels of inputs that may be used to measure fair value:   Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.   Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.   Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.   The carrying value of the Company’s financial instruments, which consist of cash, prepaid expenses and other current assets, accounts payable, accrued expenses and other payables, and convertible promissory notes approximates fair value due to the short-term maturities.   The carrying value of the Company’s financial instruments related to warrants associated with convertible promissory notes is stated at a value being equal to the allocated proceeds of convertible promissory notes based on the relative fair value of notes and warrants. In the measurement of the fair value of these instruments, the Black-Scholes option pricing model is utilized, which is consistent with the Company’s historical valuation techniques. These derived fair value estimates are significantly affected by the assumptions used. As the allocated value of the financial instruments related to warrants associated with convertible promissory notes is recorded in additional paid-in capital, the financial instruments related to warrants were not required to mark to market as of each subsequent reporting period.   (O) Recently Adapted Accounting Pronouncements   In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”), to make leasing activities more transparent and comparable, requiring most leases to be recognized by lessees on their balance sheets as right-of-use assets, along with corresponding lease liabilities. ASU 2016-02 is effective for annual periods beginning after December 31, 2018 and interim periods within that year, with early adoption permitted. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements as the Company does not have any lease commitments at the reporting date.   In July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”, to simplify the accounting for certain financial instruments with down round features. The amendments require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. Companies that provide earnings per share (EPS) data will adjust their basic EPS calculation for the effect of the feature when triggered (i.e., when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and will also recognize the effect of the trigger within equity. The amendments also address navigational concerns within the FASB Accounting Standards Codification® related to an indefinite deferral available to private companies with mandatorily redeemable financial instruments and certain noncontrolling interests, one that created significant “pending content” in the Codification. The FASB decided to reclassify the indefinite deferral as a scope exception, which does not have an accounting effect. The amendments are effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted. The standard did not have a material impact on the Company’s consolidated financial position, results of operations and cash flows.   (P) Recent Accounting Pronouncements   In August 2018, the FASB issued ASU 2018-14 “Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20)”. This ASU modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The ASU is effective for annual periods ending after December 15, 2020, with early adoption permitted and should be applied on a retrospective basis to all periods presented. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.   In August 2018, the FASB issued ASU 2018-13 “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”. This ASU modifies the disclosure requirements on fair value measurements by removing, modifying, or adding certain disclosures. This guidance is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted. Certain disclosures in this ASU are required to be applied on a retrospective basis and others on a prospective basis. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.   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.

NOTE 3.                   SUBSIDIARIES AND VARIABLE INTEREST ENTITIES   Details of the Company’s principal subsidiaries and variable interest entities as of June 30, 2019 and December 31, 2018 were as follows:   <table style=" font-size: 10pt; line-height: normal; font-family: 'Times New Roman', Times, serif; width: 100%; border-collapse: collapse; font-stretch: normal;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: bottom;"> <td style="width: 43%;">Name</td> <td style="width: 15%;"> Place of Incorporation </td> <td style="width: 18%;"> Ownership/Control interest attributable to the Company </td> <td style="width: 24%; text-align: justify;">Principal activities</td> </tr> <tr style="vertical-align: top; background-color: #ccedff;"> <td>NCN Group Limited</td> <td style="text-align: center;">BVI</td> <td style="text-align: center;">100%</td> <td>Investment holding</td> </tr> <tr style="vertical-align: top;"> <td>NCN Media Services Limited</td> <td style="text-align: center;">BVI</td> <td style="text-align: center;">100%</td> <td>Investment holding</td> </tr> <tr style="vertical-align: top; background-color: #ccedff;"> <td>Cityhorizon Limited</td> <td style="text-align: center;">Hong Kong</td> <td style="text-align: center;">100%</td> <td>Investment holding</td> </tr> <tr style="vertical-align: top;"> <td>NCN Group Management Limited</td> <td style="text-align: center;">Hong Kong</td> <td style="text-align: center;">100%</td> <td>Provision of administrative and management services</td> </tr> <tr style="vertical-align: top; background-color: #ccedff;"> <td>Crown Eagle Investment Limited</td> <td style="text-align: center;">Hong Kong</td> <td style="text-align: center;">100%</td> <td>Dormant</td> </tr> <tr style="vertical-align: top;"> <td>Crown Winner International Limited</td> <td style="text-align: center;">Hong Kong</td> <td style="text-align: center;">100%</td> <td>Investment holding</td> </tr> <tr style="vertical-align: top; background-color: #ccedff;"> <td>NCN Huamin Management Consultancy (Beijing) Company Limited *</td> <td style="text-align: center;">PRC</td> <td style="text-align: center;">100%</td> <td>Dormant</td> </tr> <tr style="vertical-align: top;"> <td>Huizhong Lianhe Media Technology Co., Ltd. *</td> <td style="text-align: center;">PRC</td> <td style="text-align: center;">100%</td> <td>Dormant</td> </tr> <tr style="vertical-align: top; background-color: #ccedff;"> <td>Beijing Huizhong Bona Media Advertising Co., Ltd.*</td> <td style="text-align: center;">PRC</td> <td style="text-align: center;">100% (1)</td> <td>Dormant</td> </tr> <tr style="vertical-align: top;"> <td>Xingpin Shanghai Advertising Limited</td> <td style="text-align: center;">PRC</td> <td style="text-align: center;">100% (1)</td> <td>Dormant</td> </tr> <tr style="vertical-align: top; background-color: #ccedff;"> <td>Chuanghua Shanghai Advertising Limited</td> <td style="text-align: center;">PRC</td> <td style="text-align: center;">100%</td> <td>Dormant</td> </tr> <tr style="vertical-align: top;"> <td>Jiahe Shanghai Advertising Limited</td> <td style="text-align: center;">PRC</td> <td style="text-align: center;">100%</td> <td>Dormant</td> </tr> </table>   * The subsidiary’s registration license has been revoked. Remarks:   1) Variable interest entity which the Company exerted 100% control through a set of commercial arrangements.

NOTE 4.               PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET   Prepaid expenses and other current assets, net as of June 30, 2019 and December 31, 2018 were as follows:  <table style=" font-size: 10pt; line-height: normal; font-family: 'Times New Roman', Times, serif; width: 100%; border-collapse: collapse; font-stretch: normal;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: bottom;"> <td style="padding-bottom: 1pt; white-space: nowrap;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="text-align: center; border-bottom-color: black; border-bottom-width: 1pt; border-bottom-style: solid; white-space: nowrap;" colspan="2"> As of June 30, 2019 </td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="text-align: center; border-bottom-color: black; border-bottom-width: 1pt; border-bottom-style: solid; white-space: nowrap;" colspan="2"> As of December 31, 2018 </td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="width: 64%; text-align: justify;">Prepaid expenses</td> <td style="width: 1%;"> </td> <td style="width: 1%;">$</td> <td style="width: 15%; text-align: right;">102,500</td> <td style="width: 1%;"> </td> <td style="width: 1%;"> </td> <td style="width: 1%;">$</td> <td style="width: 15%; text-align: right;">100,000</td> <td style="width: 1%;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="text-align: justify; padding-bottom: 1pt;">Other deposits</td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="text-align: right; border-bottom-color: black; border-bottom-width: 1pt; border-bottom-style: solid;">-</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="text-align: right; border-bottom-color: black; border-bottom-width: 1pt; border-bottom-style: solid;">254</td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="text-align: justify;">Sub-total</td> <td> </td> <td> </td> <td style="text-align: right;">102,500</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">100,254</td> <td> </td> </tr> <tr style="vertical-align: bottom;"> <td style="text-align: justify; padding-bottom: 1pt;">Less: allowance for doubtful debts</td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="text-align: right; border-bottom-color: black; border-bottom-width: 1pt; border-bottom-style: solid;">-</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="text-align: right; border-bottom-color: black; border-bottom-width: 1pt; border-bottom-style: solid;">-</td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="text-align: justify; text-indent: 6.6pt; padding-bottom: 2.5pt;">Total</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="text-align: right; border-bottom-color: black; border-bottom-width: 2.5pt; border-bottom-style: double;">102,500</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="text-align: right; border-bottom-color: black; border-bottom-width: 2.5pt; border-bottom-style: double;">100,254</td> <td style="padding-bottom: 2.5pt;"> </td> </tr> </table>   The Company recorded no allowance for doubtful debts for prepaid expenses and other current assets for the three and six months ended June 30, 2019 and 2018.

NOTE 5.               ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES   Accounts payable, accrued expenses and other payables as of June 30, 2019 and December 31, 2018 were as follows:   <table style=" font-size: 10pt; line-height: normal; font-family: 'Times New Roman', Times, serif; width: 100%; border-collapse: collapse; font-stretch: normal;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: bottom;"> <td style="white-space: nowrap;"> </td> <td> </td> <td style="text-align: center; white-space: nowrap;" colspan="2"> As of June 30, 2019 </td> <td> </td> <td> </td> <td style="text-align: center; white-space: nowrap;" colspan="2"> As of December 31, 2018 </td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="width: 64%; text-align: justify;">Accrued staff benefit and related fees</td> <td style="width: 1%;"> </td> <td style="width: 1%;">$</td> <td style="width: 15%; text-align: right;">1,828,204</td> <td style="width: 1%;"> </td> <td style="width: 1%;"> </td> <td style="width: 1%;">$</td> <td style="width: 15%; text-align: right;">1,737,179</td> <td style="width: 1%;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="text-align: justify;">Accrued professional fees</td> <td> </td> <td> </td> <td style="text-align: right;">91,662</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">61,839</td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="text-align: justify;">Accrued interest expenses</td> <td> </td> <td> </td> <td style="text-align: right;">2,463,967</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">2,220,786</td> <td> </td> </tr> <tr style="vertical-align: bottom;"> <td style="text-align: justify;">Other accrued expenses</td> <td> </td> <td> </td> <td style="text-align: right;">13,793</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">13,280</td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="text-align: justify; padding-bottom: 1pt;">Other payables</td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="text-align: right; border-bottom-color: black; border-bottom-width: 1pt; border-bottom-style: solid;">5,897</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="text-align: right; border-bottom-color: black; border-bottom-width: 1pt; border-bottom-style: solid;">-</td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="text-align: justify; padding-bottom: 2.5pt;">Total</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="text-align: right; border-bottom-color: black; border-bottom-width: 2.5pt; border-bottom-style: double;">4,403,523</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="text-align: right; border-bottom-color: black; border-bottom-width: 2.5pt; border-bottom-style: double;">4,033,084</td> <td style="padding-bottom: 2.5pt;"> </td> </tr> </table>

NOTE 7.               CONVERTIBLE PROMISSORY NOTES AND WARRANTS   (1) Debt Restructuring and Issuance of 1% Convertible Promissory Notes   On November 19, 2007, the Company entered into a Note and Warrant Purchase Agreement, as amended (the “Purchase Agreement”) with Shanghai Quo Advertising Co. Ltd and affiliated investment funds of Och-Ziff Capital Management Group (the “Investors”) pursuant to which it agreed to issue in three tranches, 3% Senior Secured Convertible Promissory Notes due June 30, 2011, in the aggregate principal amount of up to $50,000,000 (the “3% Convertible Promissory Notes”) and warrants to acquire an aggregate amount of 457,143 shares of the Company’s Common Stock (the “Warrants”). Between November 19 - 28, 2007, the Company issued 3% Convertible Promissory Notes in the aggregate principal amount of $15,000,000, Warrants to purchase shares of the Company’s common stock at $187.5 per share and Warrants to purchase shares of the Company’s common stock at $262.5 per share.  On January 31, 2008, the Company amended and restated the previously issued 3% Convertible Promissory Notes and issued to the Investors 3% Convertible Promissory Notes in the aggregate principal amount of $50,000,000 (the “Amended and Restated Notes”), Warrants to purchase shares of the Company’s common stock at $187.5 per share and Warrants to purchase shares of the Company’s common stock at $262.5 per share.  In connection with the Amended and Restated Notes, the Company entered into a Security Agreement, dated as of January 31, 2008 (the “Security Agreement”), pursuant to which the Company granted to the collateral agent for the benefit of the Investors, a first-priority security interest in certain of the Company’s assets, and 66% of the equity interest in the Company.   On April 2, 2009, the Company entered into a new financing arrangement with the previous holders of the Amended and Restated Notes (the “Note Holders”), and Keywin.   Pursuant to a note exchange and option agreement, dated April 2, 2009 (the “Note Exchange and Option Agreement”), between the Company and Keywin, Keywin exchanged its Amended and Restated Note in the principal amount of $45,000,000, and all accrued and unpaid interest thereon, for 4,093,806 shares of the Company’s common stock and an option to purchase an aggregate of 1,637,522 shares of the Company’s common stock, for an aggregate purchase price of $2,000,000 (the “Keywin Option”). The Keywin Option was originally exercisable for a three-month period which commenced on April 2, 2009, but pursuant to several subsequent amendments, the exercise period has been extended to a one hundred and five-months period ending on January 1, 2018 and the exercise price changed to $0.99, subject to the Company’s right to unilaterally terminate the exercise period upon 30 days’ written notice.   Pursuant to a note exchange agreement, dated April 2, 2009, among the Company and the Note Holders, the parties agreed to cancel their Amended and Restated Notes in the principal amount of $5,000,000 (including all accrued and unpaid interest thereon), and all of the warrants, in exchange for the Company’s issuance of the 1% unsecured senior convertible promissory notes due 2012 in the principal amount of $5,000,000 (the “1% Convertible Promissory Notes”). The 1% Convertible Promissory Notes bear interest at 1% per annum, are payable semi-annually in arrears, mature on April 1, 2012, and are convertible at any time by the holder into shares of the Company’s common stock at an initial conversion price of $1.7445 per share, subject to customary anti-dilution adjustments. In addition, in the event of a default, the holders will have the right to redeem the 1% Convertible Promissory Notes at 110% of the principal amount, plus any accrued and unpaid interest. The parties also agreed to terminate the Security Agreement and release all security interests arising out of the Purchase Agreement and the Amended and Restated Notes.   2) Extension of 1% Convertible Promissory Notes and Issuance of New 1% Convertible Promissory Notes in 2012   The 1% Convertible Promissory Notes matured on April 1, 2012 and on the same date, the Company and the Note Holders agreed to the following: (1) extension of the maturity date of the 1% Convertible Promissory Notes for a period of two years and (2) modification of the 1% Convertible Promissory Notes to be convertible at any time into shares of the Company’s common stock at a conversion price of $1.3956 per share, subject to customary anti-dilution adjustments. In all other respects not specifically mentioned, the terms of the 1% Convertible Promissory Notes shall remain the same and shall be fully enforceable in accordance with its terms. Subsequently, the Company issued new 1% convertible promissory notes (the “New 1% Convertible Promissory Notes”) to the Note Holders. The New 1% Convertible Promissory Notes bear interest at 1% per annum, are payable semi-annually in arrears, mature on April 1, 2014, and are convertible at any time by the Note Holders into shares of the Company’s common stock at an initial conversion price of $1.3956 per share, subject to customary anti-dilution adjustments. In addition, in the event of a default, the Note Holders will have the right to redeem the New 1% Convertible Promissory Notes at 110% of the principal amount, plus any accrued and unpaid interest.   Gain on extinguishment of debt   Pursuant to ASC Topic 470-20-40-3, the Company allocated the amount of the reacquisition price to the repurchased beneficial conversion feature using the intrinsic value of that conversion feature at the extinguishment date and the residual amount was allocated to the convertible security. Thus, the Company recognized a gain on extinguishment of debt of $1,877,594 at the date of extinguishment and included in the statements of operations for the year ended December 31, 2012.   3) Extension of 1% Convertible Promissory Notes and Issuance of New 1% Convertible Promissory Notes in 2014   The 1% Convertible Promissory Notes matured on April 1, 2014 and on March 12, 2014, the Company and the respective holders agreed to extend the maturity date of the 1% Convertible Promissory Notes for a period of two years until April 1, 2016. In all other respects not specifically mentioned, the terms of the 1% Convertible Promissory Notes shall remain the same and shall be fully enforceable in accordance with its terms.   Pursuant to ASC Topic 470-50 and ASC Topic 470-50-40, the Company determined that the original convertible notes and the modified convertible notes had substantially different terms and hence the fair value of the embedded beneficial conversion feature of the modified convertible notes, which would be recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital and any debt discount will be amortized over the term of the modified convertible notes from the effective date of the new agreement using the effective interest method. As of April 1, 2014, the Company determined the fair value of the embedded beneficial conversion feature of the modified convertible notes is $nil.   No gain or loss on extinguishment of debt   Pursuant to ASC Topic 470-20-40-3, the Company allocated the amount of the reacquisition price to the repurchased beneficial conversion feature using the intrinsic value of that conversion feature at the extinguishment date and the residual amount was allocated to the convertible security. Thus, the Company recognized no gain or loss on extinguishment of debt at the date of extinguishment for the year ended December 31, 2014.   4)No extension of 1% Convertible Promissory Notes at the maturity date on April 1, 2016   On April 29, 2016, the Company received a reservation of rights letter from the note holders to reserve all of its powers, rights and privileges.   Convertible promissory notes, net as of June 30, 2019 and December 31, 2018 were as follows:   <table style=" font-size: 10pt; line-height: normal; font-family: 'Times New Roman', Times, serif; width: 100%; border-collapse: collapse; font-stretch: normal;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: bottom;"> <td style="padding-bottom: 1pt; white-space: nowrap;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="text-align: center; border-bottom-color: black; border-bottom-width: 1pt; border-bottom-style: solid; white-space: nowrap;" colspan="2"> As of June 30, 2019 </td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="text-align: center; border-bottom-color: black; border-bottom-width: 1pt; border-bottom-style: solid; white-space: nowrap;" colspan="2"> As of December 31, 2018 </td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="width: 64%;">Gross carrying value</td> <td style="width: 1%;"> </td> <td style="width: 1%;">$</td> <td style="width: 15%; text-align: right;">5,000,000</td> <td style="width: 1%;"> </td> <td style="width: 1%;"> </td> <td style="width: 1%;">$</td> <td style="width: 15%; text-align: right;">5,000,000</td> <td style="width: 1%;"> </td> </tr> <tr style="vertical-align: bottom;"> <td>Less: Allocated intrinsic value of beneficial conversion feature</td> <td> </td> <td> </td> <td style="text-align: right;">-</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">-</td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="padding-bottom: 1pt;">Add: Accumulated amortization of debt discount</td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="text-align: right; border-bottom-color: black; border-bottom-width: 1pt; border-bottom-style: solid;">-</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="text-align: right; border-bottom-color: black; border-bottom-width: 1pt; border-bottom-style: solid;">-</td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom;"> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">5,000,000</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">5,000,000</td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="padding-bottom: 1pt;">Less: Current portion</td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="text-align: right; border-bottom-color: black; border-bottom-width: 1pt; border-bottom-style: solid;">-</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="text-align: right; border-bottom-color: black; border-bottom-width: 1pt; border-bottom-style: solid;">-</td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="padding-bottom: 2.5pt;">Non-current portion</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="text-align: right; border-bottom-color: black; border-bottom-width: 2.5pt; border-bottom-style: double;">5,000,000</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="text-align: right; border-bottom-color: black; border-bottom-width: 2.5pt; border-bottom-style: double;">5,000,000</td> <td style="padding-bottom: 2.5pt;"> </td> </tr> </table>   Interest Expense       The interest expenses of the 1% Convertible Promissory Notes for the three months ended June 30, 2019 and 2018 were $12,740 and $12,192, respectively, while for the six months ended June 30, 2019 and 2018 amounted to $25,068 and $24,657, respectively.

NOTE 9.                  STOCKHOLDERS’ DEFICIT   Stock, Options and Warrants Issued for Services   In March 2018, the Company entered into an escrow agent services agreement with an escrow agent. Pursuant to the agreement, the escrow agent was granted 25,400 shares for his services rendered and the Company issued 25,400 shares of par value of $0.4 to $0.6 per share to the consultant. In connection with this stock grants and in accordance with ASC Topic 718, the Company recognized $8,536 and $12,858 of non-cash stock-based compensation included in general and administrative expenses on the unaudited consolidated statements of operation for the three months and six months ended June 30, 2018.   In March 2018, the Company entered into an escrow agent services agreement with an escrow agent. Pursuant to the agreement, the escrow agent was granted 1,750 shares for his services rendered for the six months ended June 30 2019. The Company issued 300 shares of par value of $1.5 per share and 1,450 shares of par value of $1.88 per share to the consultant for the six months ended June 30, 2019. In connection with this stock grants and in accordance with ASC Topic 718, the Company recognized $3,169 of non-cash stock-based compensation included in general and administrative expenses on the unaudited consolidated statements of operation for the six months ended June 30, 2019.   On March 15, 2018, the Company completed a private placement of 216,000 shares of restricted common stock at $0.4 per share. The transaction took place with 19 investors and generated gross proceeds of $86,400 for the period ended March 31, 2018.    On May 4, 2018, the Company completed a private placement of 292,000 shares of restricted common stock at either $0.5 or $0.6 per share. The transaction took place with 11 investors and generated gross proceeds of $170,733.3 for the three months ended June 30, 2018.     On March 28, 2019, the Company completed a private placements of 35,000 shares of restricted common stock at either $1.5 or $1.88 per share. The transaction took place with 9 investors and generated gross proceeds of $63,375 for the six months ended June 30, 2019.

NOTE 10.                  RELATED PARTY TRANSACTIONS   Except as set forth below, during the six months ended June 30, 2019 and 2018, the Company did not enter into any material transactions or series of transactions that would be considered material in which any officer, director or beneficial owner of 5% or more of any class of the Company’s capital stock, or any immediate family member of any of the preceding persons, had a direct or indirect material interest.   In April 2009, in connection with debt restructuring, Statezone Ltd. of which Dr. Earnest Leung, the Company’s Chief Executive Officer and a Director (being appointed on July 15, 2009 and May 11, 2009 respectively) was the sole director, provided agency and financial advisory services to the Company. Accordingly, the Company paid an aggregate service fee of $350,000 of which $250,000 has been recorded as issuance costs for 1% Convertible Promissory Notes and $100,000 has been recorded as prepaid expenses and other current assets, net since April 2009. Such $100,000 is refundable unless Keywin Option is exercised and completed.     On July 1, 2009, the Company and Keywin, of which the Company’s chief executive officer and director is the director and his spouse is the sole shareholder, entered into an Amendment, pursuant to which the Company agreed to extend the exercise period for the Keywin Option under the Note Exchange and Option Agreement between the Company and Keywin, to purchase an aggregate of 1,637,522 shares of our common stock for an aggregate purchase price of $2,000,000, from a three-month period ended on July 1, 2009, to a six-month period ended October 1, 2009. The exercise period for the Keywin option was subsequently further extended to a nine-month period ended January 1, 2010, pursuant to the Second Amendment. On January 1, 2010, the Company and Keywin entered into the third Amendment, pursuant to which the Company agreed to further extend the exercise period to an eighteen-month period ended on October 1, 2010 and provide the Company with the right to unilaterally terminate the exercise period upon 30 days’ written notice. On September 30, 2010, the exercise price was extended at various times from September 1, 2010 to December 31, 2017, the latest exercise period for the Keywin Option was further extended to a hundred and twenty-nine-month period ending on January 1, 2020 and the exercise price changed to $0.99.

NOTE 11.                  NET LOSS PER COMMON SHARE   Net loss per common share information for the three and six months ended June 30, 2019 and 2018 was as follows:    <table style="width: 100%; border-collapse: collapse; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'Times New Roman', Times, serif;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: bottom;"> <td style="white-space: nowrap; padding-bottom: 1pt;"> </td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="white-space: nowrap; border-bottom: black 1pt solid; font-weight: bold; text-align: center;" colspan="6">Three Months Ended </td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="white-space: nowrap; border-bottom: black 1pt solid; text-align: center;" colspan="6">Six Months Ended  </td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="white-space: nowrap; padding-bottom: 1pt;"> </td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="white-space: nowrap; border-bottom: black 1pt solid; font-weight: bold; text-align: center;" colspan="2">June 30, 2019</td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="white-space: nowrap; border-bottom: black 1pt solid; font-weight: bold; text-align: center;" colspan="2">June 30, 2018</td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="white-space: nowrap; border-bottom: black 1pt solid; font-weight: bold; text-align: center;" colspan="2">June 30, 2019</td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="white-space: nowrap; border-bottom: black 1pt solid; font-weight: bold; text-align: center;" colspan="2">June 30, 2018</td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="white-space: nowrap; font-weight: bold;">Numerator:</td> <td> </td> <td style="white-space: nowrap;" colspan="2"> </td> <td> </td> <td> </td> <td style="white-space: nowrap;" colspan="2"> </td> <td> </td> <td> </td> <td style="white-space: nowrap;" colspan="2"> </td> <td> </td> <td> </td> <td style="white-space: nowrap;" colspan="2"> </td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="width: 40%; padding-bottom: 1pt;"> Net loss attributable to NCN common stockholders </td> <td style="width: 1%; padding-bottom: 1pt;"> </td> <td style="width: 1%; border-bottom: 1pt solid black;">$</td> <td style="width: 12%; border-bottom: black 1pt solid; text-align: right;">(225,575</td> <td style="width: 1%; padding-bottom: 1pt;">)</td> <td style="width: 1%; padding-bottom: 1pt;"> </td> <td style="width: 1%; border-bottom: 1pt solid black;">$</td> <td style="width: 12%; border-bottom: black 1pt solid; text-align: right;">(127,951</td> <td style="width: 1%; padding-bottom: 1pt;">)</td> <td style="width: 1%; padding-bottom: 1pt;"> </td> <td style="width: 1%; border-bottom: 1pt solid black;">$</td> <td style="width: 12%; border-bottom: black 1pt solid; text-align: right;">(449,300</td> <td style="width: 1%; padding-bottom: 1pt;">)</td> <td style="width: 1%; padding-bottom: 1pt;"> </td> <td style="width: 1%; border-bottom: 1pt solid black;">$</td> <td style="width: 12%; border-bottom: black 1pt solid; text-align: right;">(371,028</td> <td style="width: 1%; padding-bottom: 1pt;">)</td> </tr> <tr style="vertical-align: bottom;"> <td style="font-weight: bold;">Denominator:</td> <td> </td> <td> </td> <td style="text-align: right;"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;"> </td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td> Weighted average number of shares outstanding, basic </td> <td> </td> <td> </td> <td style="text-align: right;">8,769,013</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">8,495,175</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">8,751,552</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">8,301,561</td> <td> </td> </tr> <tr style="vertical-align: bottom;"> <td>Effect of dilutive securities</td> <td> </td> <td> </td> <td style="text-align: right;">-</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">-</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">-</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">-</td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="padding-bottom: 1pt;">Options and warrants</td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">-</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">-</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">-</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">-</td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="padding-bottom: 1pt;"> Weighted average number of shares outstanding, diluted </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="vertical-align: top; border-bottom: black 1pt solid; text-align: right;">8,769,013</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="vertical-align: top; border-bottom: black 1pt solid; text-align: right;">8,495,175</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="vertical-align: top; border-bottom: black 1pt solid; text-align: right;">8,751,552</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="vertical-align: top; border-bottom: black 1pt solid; text-align: right;">8,301,561</td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="font-weight: bold;"> </td> <td> </td> <td> </td> <td style="text-align: right;"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;"> </td> <td> </td> </tr> <tr style="vertical-align: bottom;"> <td style="font-weight: bold; padding-bottom: 2.5pt;">  Net loss per common share – basic and diluted </td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="border-bottom: black 2.5pt double; text-align: right;">(0.0257</td> <td style="padding-bottom: 2.5pt;">)</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="border-bottom: black 2.5pt double; text-align: right;">(0.0151</td> <td style="padding-bottom: 2.5pt;">)</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="border-bottom: black 2.5pt double; text-align: right;">(0.0513</td> <td style="padding-bottom: 2.5pt;">)</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="border-bottom: black 2.5pt double; text-align: right;">(0.0447</td> <td style="padding-bottom: 2.5pt;">)</td> </tr> </table>   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, 2019 and 2018 as all potential common shares including stock options and warrants 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 as of June 30, 2019 and 2018.

The estimated useful lives are as follows:   <table style="width: 72.1053%; border-collapse: collapse; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'Times New Roman', Times, serif;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: top; background-color: #cceeff;"> <td style="width: 73.7368%;">Office equipment</td> <td style="width: 58.2807%;">3 - 5 years</td> </tr> </table> NOTE 12 GAIN FROM WRITE-OFF OF LONG-AGED DIRECTORS’ FEE PAYABLE    The Company’s directors considered the payment of the outstanding long-aged directors’ fees have not been claimed due to loss of contact and it is in the best interests of Company to write off the directors’ fee of the resigned directors. The Company’s directors have resolved that they are of the opinion that the obligation for future settlement of accrued long-aged directors’ fee payable are remote, therefore the related accruals have been written off for the three and six months ended June 30, 2018.

Details of the Company’s principal subsidiaries and variable interest entities as of June 30, 2019 and December 31, 2018 were as follows:   <table style="width: 100%; border-collapse: collapse; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'Times New Roman', Times, serif;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: bottom;"> <td style="width: 43%;">Name</td> <td style="width: 15%;"> Place of Incorporation </td> <td style="width: 18%;"> Ownership/Control interest attributable to the Company </td> <td style="width: 24%; text-align: justify;">Principal activities</td> </tr> <tr style="vertical-align: top; background-color: #ccedff;"> <td>NCN Group Limited</td> <td style="text-align: center;">BVI</td> <td style="text-align: center;">100%</td> <td>Investment holding</td> </tr> <tr style="vertical-align: top;"> <td>NCN Media Services Limited</td> <td style="text-align: center;">BVI</td> <td style="text-align: center;">100%</td> <td>Investment holding</td> </tr> <tr style="vertical-align: top; background-color: #ccedff;"> <td>Cityhorizon Limited</td> <td style="text-align: center;">Hong Kong</td> <td style="text-align: center;">100%</td> <td>Investment holding</td> </tr> <tr style="vertical-align: top;"> <td>NCN Group Management Limited</td> <td style="text-align: center;">Hong Kong</td> <td style="text-align: center;">100%</td> <td> Provision of administrative and management services </td> </tr> <tr style="vertical-align: top; background-color: #ccedff;"> <td>Crown Eagle Investment Limited</td> <td style="text-align: center;">Hong Kong</td> <td style="text-align: center;">100%</td> <td>Dormant</td> </tr> <tr style="vertical-align: top;"> <td>Crown Winner International Limited</td> <td style="text-align: center;">Hong Kong</td> <td style="text-align: center;">100%</td> <td>Investment holding</td> </tr> <tr style="vertical-align: top; background-color: #ccedff;"> <td> NCN Huamin Management Consultancy (Beijing) Company Limited * </td> <td style="text-align: center;">PRC</td> <td style="text-align: center;">100%</td> <td>Dormant</td> </tr> <tr style="vertical-align: top;"> <td>Huizhong Lianhe Media Technology Co., Ltd. *</td> <td style="text-align: center;">PRC</td> <td style="text-align: center;">100%</td> <td>Dormant</td> </tr> <tr style="vertical-align: top; background-color: #ccedff;"> <td> Beijing Huizhong Bona Media Advertising Co., Ltd.* </td> <td style="text-align: center;">PRC</td> <td style="text-align: center;">100% (1)</td> <td>Dormant</td> </tr> <tr style="vertical-align: top;"> <td>Xingpin Shanghai Advertising Limited</td> <td style="text-align: center;">PRC</td> <td style="text-align: center;">100% (1)</td> <td>Dormant</td> </tr> <tr style="vertical-align: top; background-color: #ccedff;"> <td>Chuanghua Shanghai Advertising Limited</td> <td style="text-align: center;">PRC</td> <td style="text-align: center;">100%</td> <td>Dormant</td> </tr> <tr style="vertical-align: top;"> <td>Jiahe Shanghai Advertising Limited</td> <td style="text-align: center;">PRC</td> <td style="text-align: center;">100%</td> <td>Dormant</td> </tr> </table>   * The subsidiary’s registration license has been revoked. Remarks:   1) Variable interest entity which the Company exerted 100% control through a set of commercial arrangements.

Prepaid expenses and other current assets, net as of June 30, 2019 and December 31, 2018 were as follows:   <table style="width: 100%; border-collapse: collapse; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'Times New Roman', Times, serif;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: bottom;"> <td style="white-space: nowrap; padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="white-space: nowrap; border-bottom: black 1pt solid; text-align: center;" colspan="2"> As of June 30, 2019 </td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="white-space: nowrap; border-bottom: black 1pt solid; text-align: center;" colspan="2"> As of December 31, 2018 </td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="width: 64%; text-align: justify;">Prepaid expenses</td> <td style="width: 1%;"> </td> <td style="width: 1%;">$</td> <td style="width: 15%; text-align: right;">102,500</td> <td style="width: 1%;"> </td> <td style="width: 1%;"> </td> <td style="width: 1%;">$</td> <td style="width: 15%; text-align: right;">100,000</td> <td style="width: 1%;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="padding-bottom: 1pt; text-align: justify;">Other deposits</td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">-</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">254</td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="text-align: justify;">Sub-total</td> <td> </td> <td> </td> <td style="text-align: right;">102,500</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">100,254</td> <td> </td> </tr> <tr style="vertical-align: bottom;"> <td style="padding-bottom: 1pt; text-align: justify;">Less: allowance for doubtful debts</td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">-</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">-</td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="padding-bottom: 2.5pt; text-align: justify; text-indent: 6.6pt;">Total</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="border-bottom: black 2.5pt double; text-align: right;">102,500</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="border-bottom: black 2.5pt double; text-align: right;">100,254</td> <td style="padding-bottom: 2.5pt;"> </td> </tr> </table>

Accounts payable, accrued expenses and other payables as of June 30, 2019 and December 31, 2018 were as follows:    <table style="width: 100%; border-collapse: collapse; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'Times New Roman', Times, serif;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: bottom;"> <td style="white-space: nowrap;"> </td> <td> </td> <td style="white-space: nowrap; text-align: center;" colspan="2"> As of June 30, 2019 </td> <td> </td> <td> </td> <td style="white-space: nowrap; text-align: center;" colspan="2"> As of December 31, 2018 </td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="width: 64%; text-align: justify;">Accrued staff benefit and related fees</td> <td style="width: 1%;"> </td> <td style="width: 1%;">$</td> <td style="width: 15%; text-align: right;">1,828,204</td> <td style="width: 1%;"> </td> <td style="width: 1%;"> </td> <td style="width: 1%;">$</td> <td style="width: 15%; text-align: right;">1,737,179</td> <td style="width: 1%;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="text-align: justify;">Accrued professional fees</td> <td> </td> <td> </td> <td style="text-align: right;">91,662</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">61,839</td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="text-align: justify;">Accrued interest expenses</td> <td> </td> <td> </td> <td style="text-align: right;">2,463,967</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">2,220,786</td> <td> </td> </tr> <tr style="vertical-align: bottom;"> <td style="text-align: justify;">Other accrued expenses</td> <td> </td> <td> </td> <td style="text-align: right;">13,793</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">13,280</td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="padding-bottom: 1pt; text-align: justify;">Other payables</td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">5,897</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">-</td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="padding-bottom: 2.5pt; text-align: justify;">Total</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="border-bottom: black 2.5pt double; text-align: right;">4,403,523</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="border-bottom: black 2.5pt double; text-align: right;">4,033,084</td> <td style="padding-bottom: 2.5pt;"> </td> </tr> </table>

Convertible promissory notes, net as of June 30, 2019 and December 31, 2018 were as follows:   <table style="width: 100%; border-collapse: collapse; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'Times New Roman', Times, serif;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: bottom;"> <td style="white-space: nowrap; padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="white-space: nowrap; border-bottom: black 1pt solid; text-align: center;" colspan="2"> As of June 30, 2019 </td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="white-space: nowrap; border-bottom: black 1pt solid; text-align: center;" colspan="2"> As of December 31, 2018 </td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="width: 64%;">Gross carrying value</td> <td style="width: 1%;"> </td> <td style="width: 1%;">$</td> <td style="width: 15%; text-align: right;">5,000,000</td> <td style="width: 1%;"> </td> <td style="width: 1%;"> </td> <td style="width: 1%;">$</td> <td style="width: 15%; text-align: right;">5,000,000</td> <td style="width: 1%;"> </td> </tr> <tr style="vertical-align: bottom;"> <td>Less: Allocated intrinsic value of beneficial conversion feature</td> <td> </td> <td> </td> <td style="text-align: right;">-</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">-</td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="padding-bottom: 1pt;">Add: Accumulated amortization of debt discount</td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">-</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">-</td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom;"> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">5,000,000</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">5,000,000</td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="padding-bottom: 1pt;">Less: Current portion</td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">-</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">-</td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="padding-bottom: 2.5pt;">Non-current portion</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="border-bottom: black 2.5pt double; text-align: right;">5,000,000</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="border-bottom: black 2.5pt double; text-align: right;">5,000,000</td> <td style="padding-bottom: 2.5pt;"> </td> </tr> </table>

Net loss per common share information for the three and six months ended June 30, 2019 and 2018 was as follows:   <table style="width: 100%; border-collapse: collapse; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'Times New Roman', Times, serif;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: bottom;"> <td style="white-space: nowrap; padding-bottom: 1pt;"> </td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="white-space: nowrap; border-bottom: black 1pt solid; font-weight: bold; text-align: center;" colspan="6">Three Months Ended </td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="white-space: nowrap; border-bottom: black 1pt solid; text-align: center;" colspan="6">Six Months Ended  </td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="white-space: nowrap; padding-bottom: 1pt;"> </td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="white-space: nowrap; border-bottom: black 1pt solid; font-weight: bold; text-align: center;" colspan="2">June 30, 2019</td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="white-space: nowrap; border-bottom: black 1pt solid; font-weight: bold; text-align: center;" colspan="2">June 30, 2018</td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="white-space: nowrap; border-bottom: black 1pt solid; font-weight: bold; text-align: center;" colspan="2">June 30, 2019</td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> <td style="white-space: nowrap; border-bottom: black 1pt solid; font-weight: bold; text-align: center;" colspan="2">June 30, 2018</td> <td style="font-weight: bold; padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="white-space: nowrap; font-weight: bold;">Numerator:</td> <td> </td> <td style="white-space: nowrap;" colspan="2"> </td> <td> </td> <td> </td> <td style="white-space: nowrap;" colspan="2"> </td> <td> </td> <td> </td> <td style="white-space: nowrap;" colspan="2"> </td> <td> </td> <td> </td> <td style="white-space: nowrap;" colspan="2"> </td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="width: 40%; padding-bottom: 1pt;"> Net loss attributable to NCN common stockholders </td> <td style="width: 1%; padding-bottom: 1pt;"> </td> <td style="width: 1%; border-bottom: 1pt solid black;">$</td> <td style="width: 12%; border-bottom: black 1pt solid; text-align: right;">(225,575</td> <td style="width: 1%; padding-bottom: 1pt;">)</td> <td style="width: 1%; padding-bottom: 1pt;"> </td> <td style="width: 1%; border-bottom: 1pt solid black;">$</td> <td style="width: 12%; border-bottom: black 1pt solid; text-align: right;">(127,951</td> <td style="width: 1%; padding-bottom: 1pt;">)</td> <td style="width: 1%; padding-bottom: 1pt;"> </td> <td style="width: 1%; border-bottom: 1pt solid black;">$</td> <td style="width: 12%; border-bottom: black 1pt solid; text-align: right;">(449,300</td> <td style="width: 1%; padding-bottom: 1pt;">)</td> <td style="width: 1%; padding-bottom: 1pt;"> </td> <td style="width: 1%; border-bottom: 1pt solid black;">$</td> <td style="width: 12%; border-bottom: black 1pt solid; text-align: right;">(371,028</td> <td style="width: 1%; padding-bottom: 1pt;">)</td> </tr> <tr style="vertical-align: bottom;"> <td style="font-weight: bold;">Denominator:</td> <td> </td> <td> </td> <td style="text-align: right;"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;"> </td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td> Weighted average number of shares outstanding, basic </td> <td> </td> <td> </td> <td style="text-align: right;">8,769,013</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">8,495,175</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">8,751,552</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">8,301,561</td> <td> </td> </tr> <tr style="vertical-align: bottom;"> <td>Effect of dilutive securities</td> <td> </td> <td> </td> <td style="text-align: right;">-</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">-</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">-</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;">-</td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="padding-bottom: 1pt;">Options and warrants</td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">-</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">-</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">-</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="border-bottom: black 1pt solid; text-align: right;">-</td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="padding-bottom: 1pt;"> Weighted average number of shares outstanding, diluted </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="vertical-align: top; border-bottom: black 1pt solid; text-align: right;">8,769,013</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="vertical-align: top; border-bottom: black 1pt solid; text-align: right;">8,495,175</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="vertical-align: top; border-bottom: black 1pt solid; text-align: right;">8,751,552</td> <td style="padding-bottom: 1pt;"> </td> <td style="padding-bottom: 1pt;"> </td> <td style="border-bottom: 1pt solid black;"> </td> <td style="vertical-align: top; border-bottom: black 1pt solid; text-align: right;">8,301,561</td> <td style="padding-bottom: 1pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: #cceeff;"> <td style="font-weight: bold;"> </td> <td> </td> <td> </td> <td style="text-align: right;"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right;"> </td> <td> </td> </tr> <tr style="vertical-align: bottom;"> <td style="font-weight: bold; padding-bottom: 2.5pt;">  Net loss per common share – basic and diluted </td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="border-bottom: black 2.5pt double; text-align: right;">(0.0257</td> <td style="padding-bottom: 2.5pt;">)</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="border-bottom: black 2.5pt double; text-align: right;">(0.0151</td> <td style="padding-bottom: 2.5pt;">)</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="border-bottom: black 2.5pt double; text-align: right;">(0.0513</td> <td style="padding-bottom: 2.5pt;">)</td> <td style="padding-bottom: 2.5pt;"> </td> <td style="border-bottom: 2.5pt double black;">$</td> <td style="border-bottom: black 2.5pt double; text-align: right;">(0.0447</td> <td style="padding-bottom: 2.5pt;">)</td> </tr> </table>

NETWORK CN INC Yes false Yes 8769013 DE 000-30264 0000934796 10-Q NWCN 2019-06-30 false --12-31 Non-accelerated Filer true false false Q2 2019

216000

292000

35000

216000

35000

149398

19 11 16 9 19 9

0.40

0.4

0.5

0.6

0.77

2.00

1.50

1.88

1.5

1.88

86400

170733

63375

86400

63375

149573

P3Y

P5Y

5000000

50000000

15000000

50000000

5000000

Semi-annually

1.7445

1.3956

P2Y

1.00

Investment holding

Provision of administrative and management services

Dormant

Investment holding

Dormant

100000

102500

254

100254 102500

1737179

1828204

61839

91662

2220786

2463967

13280

13793

0.03

0.01

0.015

0.03

262494 256827 131247 128846

5000000

5000000 5000000

5000000

457143

187.5

262.5

187.5

262.5

0.99

First-priority security interest in certain of the Company’s assets, and 66% of the equity interest in the Company. 45000000

4093806

300

1450

25400

1637522

2000000 2000000

P105M

P129M

Holders will have the right to redeem the 1% Convertible Promissory Notes at 110% of the principal amount, plus any accrued and unpaid interest.

Note Holders will have the right to redeem the New 1% Convertible Promissory Notes at 110% of the principal amount, plus any accrued and unpaid interest.

Extend the maturity date of the 1% Convertible Promissory Notes for a period of two years until April 1, 2016.

Extension of the maturity date of the 1% Convertible Promissory Notes for a period of two years.

Extend the maturity date of the 1% Convertible Promissory Notes for a period of two years until April 1, 2016.

1877594

25068

24657

12740

12192

1750 25400

1.5

1.88

0.6

0.4

3169

12858

8536

350000

250000

The Company and Keywin, of which the Company’s chief executive officer and director is the director and his spouse is the sole shareholder, entered into an Amendment, pursuant to which the Company agreed to extend the exercise period for the Keywin Option under the Note Exchange and Option Agreement between the Company and Keywin, to purchase an aggregate of 1,637,522 shares of our common stock for an aggregate purchase price of $2,000,000, from a three-month period ended on July 1, 2009, to a six-month period ended October 1, 2009. The exercise period for the Keywin option was subsequently further extended to a nine-month period ended January 1, 2010, pursuant to the Second Amendment. On January 1, 2010, the Company and Keywin entered into the third Amendment, pursuant to which the Company agreed to further extend the exercise period to an eighteen-month period ended on October 1, 2010 and provide the Company with the right to unilaterally terminate the exercise period upon 30 days’ written notice. On September 30, 2010, the exercise price was extended at various times from September 1, 2010 to December 31, 2017, the latest exercise period for the Keywin Option was further extended to a hundred and twenty-nine-month period ending on January 1, 2020 and the exercise price changed to $0.99.

8751552

8301561

8769013

8495175

8751552

8301561

8769013

8495175

44387

151822

<table style="margin-bottom: 0pt; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'Times New Roman', Times, serif; margin-top: 0pt; width: 100%;" width="100%" cellspacing="0" cellpadding="0"> <tr style="vertical-align: top;"> <td style="width: 2.31092%;" colspan="2">(A)</td> <td style="text-align: justify; width: 97.584%;">Basis of Presentation and Preparation</td> </tr> </table>   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 and six months ended June 30, 2019 and 2018 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 for the fiscal year ended December 31, 2018, previously filed with the Securities and Exchange Commission on April 1, 2019. The disclosures made in the unaudited interim consolidated financial statements generally do not repeat those in the annual statements.

(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) Cash   Cash includes cash on hand, cash accounts, and interest-bearing savings accounts placed with banks and financial institutions. For the purposes of the statements of cash flows, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents balance as of June 30, 2019 and December 31, 2018.

(G) Convertible Promissory Notes   1) Debt Restructuring and Issuance of 1% Convertible Promissory Note   On April 2, 2009, the Company issued 1% unsecured senior convertible promissory notes to the previous 3% convertible promissory note holders who agreed to cancel these 3% convertible promissory notes in the principal amount of $5,000,000 (including all accrued and unpaid interest thereon), and all of the warrants, in exchange for the 1% unsecured senior convertible promissory notes in the principal amount of $5,000,000. The 1% convertible promissory notes bore interest at 1% per annum, payable semi-annually in arrears, matured on April 1, 2012, and were convertible at any time into shares of the Company’s common stock at a fixed conversion price of $1.7445 per share, subject to customary anti-dilution adjustments. Pursuant to ASC Topic 470, Debt, the Company determined that the original convertible notes and the 1% convertible notes were with substantially different terms and hence the exchange was recorded as an extinguishment of original notes and issuance of new notes.   The Company determined the 1% convertible promissory notes to be conventional convertible instruments under ASC Topic 815, Derivatives and Hedging. Its embedded conversion option qualified for equity classification. The embedded beneficial conversion feature was recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The debt discount resulting from the allocation of proceeds to the beneficial conversion feature is amortized over the term of the 1% convertible promissory notes from the respective dates of issuance using the effective interest method.   2) Extension of 1% Convertible Promissory Note   The 1% convertible promissory notes matured on April 1, 2012 and on the same date, the Company and the note holders agreed to the following: 1) extension of the maturity date of the 1% convertible promissory notes for a period of two years and 2) modification of the 1% convertible promissory notes to be convertible at any time into shares of the Company’s common stock at a conversion price of $1.3956 per share, subject to customary anti-dilution adjustments. In all other respects not specifically mentioned, the terms of the 1% convertible promissory notes remain the same and are fully enforceable in accordance with their terms. Subsequently, the Company issued to the note holders new 1% convertible promissory notes with a maturity date of April 1, 2014. Pursuant to ASC Topic 470, the Company determined that the modification is substantially different and hence the modification was recorded as an extinguishment of notes and issuance of new notes. The Company allocated the amount of the reacquisition price to the repurchased beneficial conversion feature using the intrinsic value of that conversion feature at the extinguishment date and the residual amount was allocated to the convertible security. Thus, the Company recorded a gain on extinguishment of debt. The 1% Convertible Promissory Notes were scheduled to mature on April 1, 2014 and on March 12, 2014, the Company and the respective holders agreed to extend the maturity date of the 1% Convertible Promissory Notes for a period of two years. In all other respects not specifically mentioned, the terms of the 1% Convertible Promissory Notes shall remain the same and shall be fully enforceable in accordance with its terms. Subsequently, the Company issued to the note holders new 1% convertible promissory notes which matured on April 1, 2016. The Company allocated the amount of the reacquisition price to the repurchased beneficial conversion feature using the intrinsic value of that conversion feature at the extinguishment date and the residual amount was allocated to the convertible security. Thus, the Company recorded no gain or loss on extinguishment of debt.   The Company determined the modified new 1% convertible promissory notes to be conventional convertible instruments under ASC Topic 815. Its embedded conversion option qualified for equity classification. The embedded beneficial conversion feature was recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The debt discount resulting from the allocation of proceeds to the beneficial conversion feature is amortized over the term of the new 1% convertible promissory notes from the respective dates of issuance using the effective interest method.    On April 29, 2016, the Company received a reservation of rights letter from the note holders to reserves all of its powers, rights and privileges.

(H) Revenue Recognition   Effective January 1, 2018, the Company adopted and implemented ASU 2014-09, Revenue from Contracts with Customers (Topic 606).   Under the new standard and its related amendments (collectively known as ASC 606), 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 new 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 new standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard also includes criteria for the capitalization and amortization of certain contract acquisition and fulfillment costs.   In accordance with ASC 606, we recognize revenue when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration we expect to be entitled to receive in exchange for such services. To achieve this core principle, we apply the following five steps:   1) Identify the contract(s) with a customer - A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to those goods or services, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. The contract term for contracts that provide a right to terminate a contract for convenience without significant penalty will reflect the term that each party has enforceable rights under the contract (the period through the earliest termination date). If the termination right is only provided to the customer, the unsatisfied performance obligations will be evaluated as customer options as discussed below.   2) Identify the performance obligations in the contract - Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both (i) capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available from third parties or from us, and (ii) are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation. Certain of our contracts (under which we deliver multiple promised services) require us to perform integration activities where we bear risk with respect to integration activities. Therefore, we must apply judgment to determine whether as a result of those integration activities and risks, the promised services are distinct on the context of the contract.   We typically do not include options that would result in a material right. If options to purchase additional services or options to renew are included in customer contracts, we evaluate the option in order to determine if our arrangement include promises that may represent a material right and needs to be accounted for as a performance obligation in the contract with the customer.   3) Determine the transaction price - The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer. Our contract prices may include fixed amounts, variable amounts or a combination of both fixed and variable amounts. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. When determining if variable consideration should be constrained, management considers whether there are factors outside our control that could result in a significant reversal of revenue. In making these assessments, we consider the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required.   4) Allocate the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (SSP) basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. For most performance obligations, we determine standalone selling price based on the price at which the performance obligation is sold separately. Although uncommon, if the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.   5) Recognize revenue when (or as) we satisfy a performance obligation: we satisfy performance obligations either over time or at a point-in-time as discussed in further detail below. Revenue is recognized when the related performance obligation is satisfied by transferring control of a promised good or service to a customer.    The Company has yet to generate revenue from operations for the three and six months ended June 30, 2019 and 2018.

(O) Recently Adapted Accounting Pronouncements   In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”), to make leasing activities more transparent and comparable, requiring most leases to be recognized by lessees on their balance sheets as right-of-use assets, along with corresponding lease liabilities. ASU 2016-02 is effective for annual periods beginning after December 31, 2018 and interim periods within that year, with early adoption permitted. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements as the Company does not have any lease commitments at the reporting date.   In July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”, to simplify the accounting for certain financial instruments with down round features. The amendments require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. Companies that provide earnings per share (EPS) data will adjust their basic EPS calculation for the effect of the feature when triggered (i.e., when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and will also recognize the effect of the trigger within equity. The amendments also address navigational concerns within the FASB Accounting Standards Codification® related to an indefinite deferral available to private companies with mandatorily redeemable financial instruments and certain noncontrolling interests, one that created significant “pending content” in the Codification. The FASB decided to reclassify the indefinite deferral as a scope exception, which does not have an accounting effect. The amendments are effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted. The standard did not have a material impact on the Company’s consolidated financial position, results of operations and cash flows.

(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.

107500

5897

Common Stock, $0.001 par value

-77499

-304422

-11825430

-12208411

BVI BVI Hong Kong Hong Kong Hong Kong Hong Kong PRC PRC PRC PRC PRC PRC 107500 107500 The subsidiary's registration license has been revoked. Variable interest entity which the Company exerted 100% control through a set of commercial arrangements.

EX-101.SCH 7 nwcn-20190630.xsd XBRL SCHEMA FILE 00000001 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 00000002 - Statement - CONSOLIDATED BALANCE SHEETS (UNAUDITED) link:presentationLink link:calculationLink link:definitionLink 00000003 - Statement - CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000004 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) link:presentationLink link:calculationLink link:definitionLink 00000005 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) link:presentationLink link:calculationLink link:definitionLink 00000006 - Disclosure - ORGANIZATION AND PRINCIPAL ACTIVITIES link:presentationLink link:calculationLink link:definitionLink 00000007 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES link:presentationLink link:calculationLink link:definitionLink 00000008 - Disclosure - SUBSIDIARIES AND VARIABLE INTEREST ENTITIES link:presentationLink link:calculationLink link:definitionLink 00000009 - Disclosure - PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET link:presentationLink link:calculationLink link:definitionLink 00000010 - Disclosure - ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES link:presentationLink link:calculationLink link:definitionLink 00000011 - Disclosure - SHORT-TERM LOANS link:presentationLink link:calculationLink link:definitionLink 00000012 - Disclosure - CONVERTIBLE PROMISSORY NOTES AND WARRANTS link:presentationLink link:calculationLink link:definitionLink 00000013 - Disclosure - COMMITMENTS AND CONTINGENCIES link:presentationLink link:calculationLink link:definitionLink 00000014 - Disclosure - STOCKHOLDERS' DEFICIT link:presentationLink link:calculationLink link:definitionLink 00000015 - Disclosure - RELATED PARTY TRANSACTIONS link:presentationLink link:calculationLink link:definitionLink 00000016 - Disclosure - NET LOSS PER COMMON SHARE link:presentationLink link:calculationLink link:definitionLink 00000017 - Disclosure - GAIN FROM WRITE-OFF OF LONG-AGED DIRECTORS'FEE PAYABLE link:presentationLink link:calculationLink link:definitionLink 00000018 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) link:presentationLink link:calculationLink link:definitionLink 00000019 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) link:presentationLink link:calculationLink link:definitionLink 00000020 - Disclosure - SUBSIDIARIES AND VARIABLE INTEREST ENTITIES (Tables) link:presentationLink link:calculationLink link:definitionLink 00000021 - Disclosure - PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Tables) link:presentationLink link:calculationLink link:definitionLink 00000022 - Disclosure - ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES (Tables) link:presentationLink link:calculationLink link:definitionLink 00000023 - Disclosure - CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Tables) link:presentationLink link:calculationLink link:definitionLink 00000024 - Disclosure - NET LOSS PER COMMON SHARE (Tables) link:presentationLink link:calculationLink link:definitionLink 00000025 - Disclosure - ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000026 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) link:presentationLink link:calculationLink link:definitionLink 00000027 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000028 - Disclosure - SUBSIDIARIES AND VARIABLE INTEREST ENTITIES (Details) link:presentationLink link:calculationLink link:definitionLink 00000029 - Disclosure - PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Details) link:presentationLink link:calculationLink link:definitionLink 00000030 - Disclosure - ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES (Details) link:presentationLink link:calculationLink link:definitionLink 00000031 - Disclosure - SHORT-TERM LOANS (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000032 - Disclosure - CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details) link:presentationLink link:calculationLink link:definitionLink 00000033 - Disclosure - CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000034 - Disclosure - STOCKHOLDERS' DEFICIT (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000035 - Disclosure - RELATED PARTY TRANSACTIONS (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000036 - Disclosure - NET LOSS PER COMMON SHARE (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 8 nwcn-20190630_cal.xml XBRL CALCULATION FILE EX-101.DEF 9 nwcn-20190630_def.xml XBRL DEFINITION FILE EX-101.LAB 10 nwcn-20190630_lab.xml XBRL LABEL FILE Related Party [Axis] Dr. Earnest Leung [Member] Product and Service [Axis] Advertising [Member] Type of Arrangement and Non-arrangement Transactions [Axis] Common Stock Purchase Agreement [Member] New Investor [Member] Sale of Stock [Axis] Private Placement [Member] Award Type [Axis] Restricted Stock Units [Member] Range [Axis] Minimum [Member] Maximum [Member] Property, Plant and Equipment, Type [Axis] Office Equipment [Member] Note Exchange and Option Agreement [Member] Long-term Debt, Type [Axis] 1% Unsecured Senior Convertible Promissory Notes Due April 1, 2012 [Member] Legal Entity [Axis] Shanghai Quo Advertising Co. Ltd [Member] Och-Ziff Capital Management Group [Member] Note and Warrant Purchase Agreement [Member] 3% Senior Secured Convertible Promissory Notes due June 30, 2011 [Member] Note Exchange Agreement [Member] 1% Convertible Promissory Notes Due on April 1, 2014 [Member] 1% Convertible Promissory Notes Due on April 1, 2012 [Member] NCN Group Limited [Member] NCN Media Services Limited [Member] Cityhorizon Limited [Member] NCN Group Management Limited [Member] Crown Eagle Investment Limited [Member] Crown Winner International Limited [Member] NCN Huamin Management Consultancy (Beijing) Company Limited [Member] Huizhong Lianhe Media Technology Co., Ltd. [Member] Variable Interest Entities [Axis] Beijing Huizhong Bona Media Advertising Co., Ltd. [Member] Xingpin Shanghai Advertising Limited [Member] Chuanghua Shanghai Advertising Limited [Member] Jiahe Shanghai Advertising Limited [Member] Unrelated Individual [Member] Class of Warrant or Right [Axis] Warrant [Member] Warrant One [Member] Warrant Two [Member] Keywin Holdings Limited [Member] Common Stock Option [Member] Security Agreement [Member] Collateral Agent [Member] Escrow Agent Services Agreement [Member] EscrowAgentServicesAgreement1Member 1% Convertible Promissory Notes Due on March 12, 2014 [Member] 1% Convertible Promissory Notes [Member] Document And Entity Information Entity Registrant Name Entity Central Index Key Document Type Document Period End Date Amendment Flag Entity File Number Current Fiscal Year End Date Title of 12(b) Security Trading Symbol Entity Current Reporting Status Entity Interactive Data Current Entity Incorporation, State or Country Code Entity Filer Category Entity Shell Company Entity Small Business Entity Emerging Growth Company Entity Ex Transition Period Entity Common Stock, Shares Outstanding Document Fiscal Period Focus Document Fiscal Year Focus Statement of Financial Position [Abstract] ASSETS Current Assets Cash Prepaid expenses and other current assets, net Total Current Assets Equipment, Net TOTAL ASSETS LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts payable, accrued expenses and other payables Short term loan 1% convertible promissory note due 2016, net Total Current Liabilities TOTAL LIABILITIES COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' DEFICIT Preferred stock, $0.001 par value, 5,000,000 shares authorized None issued and outstanding Common stock, $0.001 par value, 26,666,667 shares authorized Shares issued and outstanding: 8,769,013 and 8,732,263 as of June 30, 2019 and December 31, 2018, respectively Additional paid-in capital Accumulated deficit Accumulated other comprehensive income TOTAL STOCKHOLDERS' DEFICIT TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT Preferred stock, par value (in dollars per share) Preferred stock, authorized Preferred stock, issued Preferred stock, outstanding Common stock, par value (in dollars per share) Common stock, authorized Common stock, issued Common stock, outstanding Statement [Table] Statement [Line Items] REVENUES COST OF REVENUES GROSS LOSS OPERATING EXPENSES General and administrative Stock based compensation for services Total Operating Expenses LOSS FROM OPERATIONS OTHER INCOME Gain from write-off of long aged directors' fee payable Interest income Total Other Income INTEREST AND OTHER DEBT-RELATED EXPENSES Interest expense Total Interest and Other Debt-Related Expenses NET LOSS BEFORE INCOME TAXES Income taxes NET LOSS OTHER COMPREHENSIVE LOSS Foreign currency translation loss Total other comprehensive loss COMPREHENSIVE LOSS NET LOSS PER COMMON SHARE - BASIC AND DILUTED (in dollars per share) WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED (in shares) Statement of Cash Flows [Abstract] CASH FLOWS FROM OPERATING ACTIVITIES: Net loss Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization Stock-based compensation for service Gain from write-off of long aged directors' fee payable Changes in operating assets and liabilities: Prepaid expenses and other current assets, net Accounts payable, accrued expenses and other payables Net cash used in operating activities CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from private placement Proceeds from short-term loan Net cash provided by financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH NET (DECREASE)/INCREASE IN CASH CASH, BEGINNING OF PERIOD CASH, END OF PERIOD SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Income taxes Interest paid Organization, Consolidation and Presentation of Financial Statements [Abstract] ORGANIZATION AND PRINCIPAL ACTIVITIES Accounting Policies [Abstract] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Schedule of Investments [Abstract] SUBSIDIARIES AND VARIABLE INTEREST ENTITIES Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET Payables and Accruals [Abstract] ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES Debt Disclosure [Abstract] SHORT-TERM LOANS CONVERTIBLE PROMISSORY NOTES AND WARRANTS Commitments and Contingencies Disclosure [Abstract] COMMITMENTS AND CONTINGENCIES Stockholders' Equity Note [Abstract] STOCKHOLDERS' DEFICIT Related Party Transactions [Abstract] RELATED PARTY TRANSACTIONS Earnings Per Share [Abstract] NET LOSS PER COMMON SHARE Gain From Write-off Of Long-aged Directorsfee Payable GAIN FROM WRITE-OFF OF LONG-AGED DIRECTORS' FEE PAYABLE Basis of Presentation and Preparation Principles of Consolidation Use of Estimates Cash Equipment, Net Impairment of Long-Lived Assets Convertible Promissory Notes and Warrants Revenue Recognition Stock-based Compensation Income Taxes Comprehensive Income (Loss) Earnings (Loss) Per Common Share Foreign Currency Translation Fair Value of Financial Instruments EX-101.PRE 11 nwcn-20190630_pre.xml XBRL PRESENTATION FILE XML 12 R1.htm IDEA: XBRL DOCUMENT

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2019	Aug. 13, 2019
Document And Entity Information
Entity Registrant Name	NETWORK CN INC
Entity Central Index Key	0000934796
Document Type	10-Q
Document Period End Date	Jun. 30, 2019
Amendment Flag	false
Entity File Number	000-30264
Current Fiscal Year End Date	--12-31
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 Incorporation, State or Country Code	DE
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		8,769,013
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019

XML 13 R2.htm IDEA: XBRL DOCUMENT

CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Current Assets
Cash	$ 8,335	$ 22,684
Prepaid expenses and other current assets, net	102,500	100,254
Total Current Assets	110,835	122,938
Equipment, Net	877	1,316
TOTAL ASSETS	111,712	124,254
Current Liabilities
Accounts payable, accrued expenses and other payables	4,403,523	4,033,084
Short term loan	2,916,600	2,916,600
1% convertible promissory note due 2016, net	5,000,000	5,000,000
Total Current Liabilities	12,320,123	11,949,684
TOTAL LIABILITIES	12,320,123	11,949,684
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value, 5,000,000 shares authorized None issued and outstanding
Common stock, $0.001 par value, 26,666,667 shares authorized Shares issued and outstanding: 8,769,013 and 8,732,263 as of June 30, 2019 and December 31, 2018, respectively	8,768	8,731
Additional paid-in capital	124,199,602	124,133,095
Accumulated deficit	(138,120,503)	(137,671,203)
Accumulated other comprehensive income	1,703,722	1,703,947
TOTAL STOCKHOLDERS' DEFICIT	(12,208,411)	(11,825,430)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 111,712	$ 124,254

XML 14 R3.htm IDEA: XBRL DOCUMENT

CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Jun. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	5,000,000	5,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	26,666,667	26,666,667
Common stock, issued	8,769,013	8,732,263
Common stock, outstanding	8,769,013	8,732,263

XML 15 R4.htm IDEA: XBRL DOCUMENT

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
GROSS LOSS
OPERATING EXPENSES
General and administrative	(81,588)	(85,875)	(158,572)	(184,186)
Stock based compensation for services		(8,538)	(3,169)	(12,858)
Total Operating Expenses	(81,588)	(94,413)	(161,741)	(197,044)
LOSS FROM OPERATIONS	(81,588)	(94,413)	(161,741)	(197,044)
OTHER INCOME
Gain from write-off of long aged directors' fee payable		107,500		107,500
Interest income			3
Total Other Income		107,500	3	107,500
INTEREST AND OTHER DEBT-RELATED EXPENSES
Interest expense	(143,987)	(141,038)	(287,562)	(281,484)
Total Interest and Other Debt-Related Expenses	(143,987)	(141,038)	(287,562)	(281,484)
NET LOSS BEFORE INCOME TAXES	(225,575)	(127,951)	(449,300)	(371,028)
Income taxes
NET LOSS	(225,575)	(127,951)	(449,300)	(371,028)
OTHER COMPREHENSIVE LOSS
Foreign currency translation loss	(299)	(298)	(225)	(143)
Total other comprehensive loss	(299)	(298)	(225)	(143)
COMPREHENSIVE LOSS	$ (225,874)	$ (128,249)	$ (449,525)	$ (371,171)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED (in dollars per share)	$ (0.0257)	$ (0.0151)	$ (0.0513)	$ (0.0447)
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED (in shares)	8,769,013	8,495,175	8,751,552	8,301,561
Advertising [Member]
REVENUES
COST OF REVENUES

XML 16 R5.htm IDEA: XBRL DOCUMENT

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (449,300)	$ (371,028)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	439	695
Stock-based compensation for service	3,169	12,858
Gain from write-off of long aged directors' fee payable		(107,500)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets, net	(2,246)	(2,173)
Accounts payable, accrued expenses and other payables	370,439	162,726
Net cash used in operating activities	(77,499)	(304,422)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from private placement	63,375	257,133
Proceeds from short-term loan		49,601
Net cash provided by financing activities	63,375	306,734
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(225)	(143)
NET (DECREASE)/INCREASE IN CASH	(14,349)	2,169
CASH, BEGINNING OF PERIOD	22,684	6,124
CASH, END OF PERIOD	8,335	8,293
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes
Interest paid	$ 44,387	$ 151,822

XML 17 R6.htm IDEA: XBRL DOCUMENT

ORGANIZATION AND PRINCIPAL ACTIVITIES

6 Months Ended

Jun. 30, 2019

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, 2019, are described in Note 3 – Subsidiaries and Variable Interest Entities.

Private Placement

Going Concern

XML 18 R7.htm IDEA: XBRL DOCUMENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2019

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) Cash

(E) Equipment, Net

Office equipment

3 - 5 years

(F) Impairment of Long-Lived Assets

(G) Convertible Promissory Notes

1) Debt Restructuring and Issuance of 1% Convertible Promissory Note

2) Extension of 1% Convertible Promissory Note

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

(H) Revenue Recognition

Effective January 1, 2018, the Company adopted and implemented ASU 2014-09, Revenue from Contracts with Customers (Topic 606).

The Company has yet to generate revenue from operations for the three and six months ended June 30, 2019 and 2018.

(I) Stock-based Compensation

(J) Income Taxes

(K) Comprehensive Income (Loss)

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

(L) Earnings (Loss) Per Common Share

(M) Foreign Currency Translation

(N) Fair Value of Financial Instruments

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

(O) Recently Adapted Accounting Pronouncements

(P) Recent Accounting Pronouncements

XML 19 R8.htm IDEA: XBRL DOCUMENT

SUBSIDIARIES AND VARIABLE INTEREST ENTITIES

6 Months Ended

Jun. 30, 2019

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, 2019 and December 31, 2018 were 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	Hong Kong	100%	Investment holding
NCN Group Management Limited	Hong Kong	100%	Provision of administrative and management services
Crown Eagle Investment Limited	Hong Kong	100%	Dormant
Crown Winner International Limited	Hong Kong	100%	Investment holding
NCN Huamin Management Consultancy (Beijing) Company Limited *	PRC	100%	Dormant
Huizhong Lianhe Media Technology Co., Ltd. *	PRC	100%	Dormant
Beijing Huizhong Bona Media Advertising Co., Ltd.*	PRC	100% (1)	Dormant
Xingpin Shanghai Advertising Limited	PRC	100% (1)	Dormant
Chuanghua Shanghai Advertising Limited	PRC	100%	Dormant
Jiahe Shanghai Advertising Limited	PRC	100%	Dormant

* The subsidiary’s registration license has been revoked.

Remarks:

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

XML 20 R9.htm IDEA: XBRL DOCUMENT

PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET

6 Months Ended

Jun. 30, 2019

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

PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET

NOTE 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET

Prepaid expenses and other current assets, net as of June 30, 2019 and December 31, 2018 were as follows:

	As of June 30, 2019		As of December 31, 2018
Prepaid expenses	$	102,500	$	100,000
Other deposits		-		254
Sub-total		102,500		100,254
Less: allowance for doubtful debts		-		-
Total	$	102,500	$	100,254

The Company recorded no allowance for doubtful debts for prepaid expenses and other current assets for the three and six months ended June 30, 2019 and 2018.

XML 21 R10.htm IDEA: XBRL DOCUMENT

ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES

6 Months Ended

Jun. 30, 2019

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES

NOTE 5. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES

Accounts payable, accrued expenses and other payables as of June 30, 2019 and December 31, 2018 were as follows:

	As of June 30, 2019		As of December 31, 2018
Accrued staff benefit and related fees	$	1,828,204	$	1,737,179
Accrued professional fees		91,662		61,839
Accrued interest expenses		2,463,967		2,220,786
Other accrued expenses		13,793		13,280
Other payables		5,897		-
Total	$	4,403,523	$	4,033,084

XML 22 R11.htm IDEA: XBRL DOCUMENT

SHORT-TERM LOANS

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

SHORT-TERM LOANS

NOTE 6. SHORT-TERM LOANS

XML 23 R12.htm IDEA: XBRL DOCUMENT

CONVERTIBLE PROMISSORY NOTES AND WARRANTS

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

CONVERTIBLE PROMISSORY NOTES AND WARRANTS

NOTE 7. CONVERTIBLE PROMISSORY NOTES AND WARRANTS

(1) Debt Restructuring and Issuance of 1% Convertible Promissory Notes

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

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

Gain on extinguishment of debt

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

No gain or loss on extinguishment of debt

Pursuant to ASC Topic 470-20-40-3, the Company allocated the amount of the reacquisition price to the repurchased beneficial conversion feature using the intrinsic value of that conversion feature at the extinguishment date and the residual amount was allocated to the convertible security. Thus, the Company recognized no gain or loss on extinguishment of debt at the date of extinguishment for the year ended December 31, 2014.

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

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

Convertible promissory notes, net as of June 30, 2019 and December 31, 2018 were as follows:

	As of June 30, 2019		As of December 31, 2018
Gross carrying value	$	5,000,000	$	5,000,000
Less: Allocated intrinsic value of beneficial conversion feature		-		-
Add: Accumulated amortization of debt discount		-		-
		5,000,000		5,000,000
Less: Current portion		-		-
Non-current portion	$	5,000,000	$	5,000,000

Interest Expense

XML 24 R13.htm IDEA: XBRL DOCUMENT

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 8. COMMITMENTS AND CONTINGENCIES

Contingencies

XML 25 R14.htm IDEA: XBRL DOCUMENT

STOCKHOLDERS' DEFICIT

6 Months Ended

Jun. 30, 2019

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' DEFICIT

NOTE 9. STOCKHOLDERS’ DEFICIT

Stock, Options and Warrants Issued for Services

XML 26 R15.htm IDEA: XBRL DOCUMENT

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2019

RELATED PARTY TRANSACTIONS

NOTE 10. RELATED PARTY TRANSACTIONS

XML 27 R16.htm IDEA: XBRL DOCUMENT

NET LOSS PER COMMON SHARE

6 Months Ended

Jun. 30, 2019

Earnings Per Share [Abstract]

NET LOSS PER COMMON SHARE

NOTE 11. NET LOSS PER COMMON SHARE

Net loss per common share information for the three and six months ended June 30, 2019 and 2018 was as follows:

	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Numerator:
Net loss attributable to NCN common stockholders	$	(225,575	)	$	(127,951	)	$	(449,300	)	$	(371,028	)
Denominator:
Weighted average number of shares outstanding, basic		8,769,013			8,495,175			8,751,552			8,301,561
Effect of dilutive securities		-			-			-			-
Options and warrants		-			-			-			-
Weighted average number of shares outstanding, diluted		8,769,013			8,495,175			8,751,552			8,301,561

Net loss per common share – basic and diluted	$	(0.0257	)	$	(0.0151	)	$	(0.0513	)	$	(0.0447	)

XML 28 R17.htm IDEA: XBRL DOCUMENT

GAIN FROM WRITE-OFF OF LONG-AGED DIRECTORS'FEE PAYABLE

6 Months Ended

Jun. 30, 2019

Gain From Write-off Of Long-aged Directorsfee Payable

GAIN FROM WRITE-OFF OF LONG-AGED DIRECTORS' FEE PAYABLE

NOTE 12 GAIN FROM WRITE-OFF OF LONG-AGED DIRECTORS’ FEE PAYABLE

XML 29 R18.htm IDEA: XBRL DOCUMENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2019

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

Cash

(D) Cash

Equipment, Net

(E) Equipment, Net

Office equipment

3 - 5 years

Impairment of Long-Lived Assets

(F) Impairment of Long-Lived Assets

Convertible Promissory Notes and Warrants

(G) Convertible Promissory Notes

1) Debt Restructuring and Issuance of 1% Convertible Promissory Note

2) Extension of 1% Convertible Promissory Note

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

Revenue Recognition

(H) Revenue Recognition

Effective January 1, 2018, the Company adopted and implemented ASU 2014-09, Revenue from Contracts with Customers (Topic 606).

The Company has yet to generate revenue from operations for the three and six months ended June 30, 2019 and 2018.

Stock-based Compensation

(I) Stock-based Compensation

Income Taxes

(J) Income Taxes

Comprehensive Income (Loss)

(K) Comprehensive Income (Loss)

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

Earnings (Loss) Per Common Share

(L) Earnings (Loss) Per Common Share

Foreign Currency Translation

(M) Foreign Currency Translation

Fair Value of Financial Instruments

(N) Fair Value of Financial Instruments

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

Recently Adapted Accounting Pronouncements

(O) Recently Adapted Accounting Pronouncements

Recent Accounting Pronouncements

(P) Recent Accounting Pronouncements

XML 30 R19.htm IDEA: XBRL DOCUMENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Schedule of estimated useful lives

The estimated useful lives are as follows:

Office equipment

3 - 5 years

XML 31 R20.htm IDEA: XBRL DOCUMENT

SUBSIDIARIES AND VARIABLE INTEREST ENTITIES (Tables)

6 Months Ended

Jun. 30, 2019

Schedule of Investments [Abstract]

Schedule of subsidiaries and variable interest entities

Details of the Company’s principal subsidiaries and variable interest entities as of June 30, 2019 and December 31, 2018 were 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	Hong Kong	100%	Investment holding
NCN Group Management Limited	Hong Kong	100%	Provision of administrative and management services
Crown Eagle Investment Limited	Hong Kong	100%	Dormant
Crown Winner International Limited	Hong Kong	100%	Investment holding
NCN Huamin Management Consultancy (Beijing) Company Limited *	PRC	100%	Dormant
Huizhong Lianhe Media Technology Co., Ltd. *	PRC	100%	Dormant
Beijing Huizhong Bona Media Advertising Co., Ltd.*	PRC	100% (1)	Dormant
Xingpin Shanghai Advertising Limited	PRC	100% (1)	Dormant
Chuanghua Shanghai Advertising Limited	PRC	100%	Dormant
Jiahe Shanghai Advertising Limited	PRC	100%	Dormant

* The subsidiary’s registration license has been revoked.

Remarks:

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

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

XML 32 R21.htm IDEA: XBRL DOCUMENT

PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Tables)

6 Months Ended

Jun. 30, 2019

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

Schedule of prepaid expenses and other current assets

Prepaid expenses and other current assets, net as of June 30, 2019 and December 31, 2018 were as follows:

	As of June 30, 2019		As of December 31, 2018
Prepaid expenses	$	102,500	$	100,000
Other deposits		-		254
Sub-total		102,500		100,254
Less: allowance for doubtful debts		-		-
Total	$	102,500	$	100,254

XML 33 R22.htm IDEA: XBRL DOCUMENT

ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES (Tables)

6 Months Ended

Jun. 30, 2019

Payables and Accruals [Abstract]

Schedule of accounts payable, accrued expenses and other payables

Accounts payable, accrued expenses and other payables as of June 30, 2019 and December 31, 2018 were as follows:

	As of June 30, 2019		As of December 31, 2018
Accrued staff benefit and related fees	$	1,828,204	$	1,737,179
Accrued professional fees		91,662		61,839
Accrued interest expenses		2,463,967		2,220,786
Other accrued expenses		13,793		13,280
Other payables		5,897		-
Total	$	4,403,523	$	4,033,084

XML 34 R23.htm IDEA: XBRL DOCUMENT

CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Tables)

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Schedule of convertible promissory notes

Convertible promissory notes, net as of June 30, 2019 and December 31, 2018 were as follows:

	As of June 30, 2019		As of December 31, 2018
Gross carrying value	$	5,000,000	$	5,000,000
Less: Allocated intrinsic value of beneficial conversion feature		-		-
Add: Accumulated amortization of debt discount		-		-
		5,000,000		5,000,000
Less: Current portion		-		-
Non-current portion	$	5,000,000	$	5,000,000

XML 35 R24.htm IDEA: XBRL DOCUMENT

NET LOSS PER COMMON SHARE (Tables)

6 Months Ended

Jun. 30, 2019

Earnings Per Share [Abstract]

Schedule of net loss per common share

Net loss per common share information for the three and six months ended June 30, 2019 and 2018 was as follows:

	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Numerator:
Net loss attributable to NCN common stockholders	$	(225,575	)	$	(127,951	)	$	(449,300	)	$	(371,028	)
Denominator:
Weighted average number of shares outstanding, basic		8,769,013			8,495,175			8,751,552			8,301,561
Effect of dilutive securities		-			-			-			-
Options and warrants		-			-			-			-
Weighted average number of shares outstanding, diluted		8,769,013			8,495,175			8,751,552			8,301,561

Net loss per common share – basic and diluted	$	(0.0257	)	$	(0.0151	)	$	(0.0513	)	$	(0.0447	)

XML 36 R25.htm IDEA: XBRL DOCUMENT

ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative)					3 Months Ended		6 Months Ended
	Mar. 28, 2019 USD ($) Number $ / shares shares	Dec. 28, 2018 USD ($) Number $ / shares shares	May 04, 2018 USD ($) Number $ / shares shares	Mar. 15, 2018 USD ($) Number $ / shares shares	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Related Party Transaction [Line Items]
Net loss					$ (225,575)	$ (127,951)	$ (449,300)	$ (371,028)
Net cash used in operating activities							(77,499)	$ (304,422)
Stockholders' deficits					$ (12,208,411)		$ (12,208,411)		$ (11,825,430)
Common Stock Purchase Agreement [Member] \| New Investor [Member] \| Private Placement [Member]
Related Party Transaction [Line Items]
Number of common stock sold \| shares	35,000	149,398	292,000	216,000
Number of investors \| Number	9	16	11	19
Stock purchase price \| $ / shares				$ 0.40
Proceeds from common stock sold	$ 63,375	$ 149,573	$ 170,733	$ 86,400
Common Stock Purchase Agreement [Member] \| New Investor [Member] \| Private Placement [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Stock purchase price \| $ / shares	$ 1.50	$ 0.77	$ 0.5
Common Stock Purchase Agreement [Member] \| New Investor [Member] \| Private Placement [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Stock purchase price \| $ / shares	$ 1.88	$ 2.00	$ 0.6

XML 37 R26.htm IDEA: XBRL DOCUMENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Office Equipment [Member]	6 Months Ended
	Jun. 30, 2019
Maximum [Member]
Estimated useful lives	5 years
Minimum [Member]
Estimated useful lives	3 years

XML 38 R27.htm IDEA: XBRL DOCUMENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Apr. 01, 2012	Apr. 02, 2009	Jun. 30, 2019	Jan. 31, 2008	Nov. 28, 2007	Nov. 19, 2007
1% Unsecured Senior Convertible Promissory Notes Due April 1, 2012 [Member] \| Note Exchange Agreement [Member]
Aggregate principal amount		$ 5,000,000
Interest rate		1.00%
Frequency of payment		Semi-annually
Conversion price (in dollars per share)	$ 1.3956	$ 1.7445
1% Convertible Promissory Notes Due on April 1, 2014 [Member] \| Note Exchange Agreement [Member]
Frequency of payment		Semi-annually
Conversion price (in dollars per share)		$ 1.3956
1% Convertible Promissory Notes Due on April 1, 2012 [Member] \| Note Exchange Agreement [Member]
Conversion price (in dollars per share)		$ 1.3956
Shanghai Quo Advertising Co. Ltd [Member] \| 1% Unsecured Senior Convertible Promissory Notes Due April 1, 2012 [Member] \| Och-Ziff Capital Management Group [Member] \| Note Exchange and Option Agreement [Member]
Aggregate principal amount		$ 5,000,000
Frequency of payment		Semi-annually
Conversion price (in dollars per share)	$ 1.3956	$ 1.7445
Maturity period	2 years
Shanghai Quo Advertising Co. Ltd [Member] \| 3% Senior Secured Convertible Promissory Notes due June 30, 2011 [Member] \| Och-Ziff Capital Management Group [Member] \| Note and Warrant Purchase Agreement [Member]
Aggregate principal amount				$ 50,000,000	$ 15,000,000	$ 50,000,000
Interest rate					3.00%
Amount of notes cancelled		$ 5,000,000
Unrelated Individual [Member]
Interest rate			1.50%

XML 39 R28.htm IDEA: XBRL DOCUMENT

SUBSIDIARIES AND VARIABLE INTEREST ENTITIES (Details)

6 Months Ended

Jun. 30, 2019

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

Place of Incorporation

PRC

^[1],[2]

Ownership/Control interest attributable to the Company

100.00%

^[1],[2]

Principal activities

Dormant

^[1],[2]

Xingpin Shanghai Advertising Limited [Member]

Place of Incorporation

PRC

Ownership/Control interest attributable to the Company

100.00%

Principal activities

Dormant

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

Ownership/Control interest attributable to the Company

100.00%

Principal activities

Investment holding

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

Dormant

Crown Winner International Limited [Member]

Place of Incorporation

Hong Kong

Ownership/Control interest attributable to the Company

100.00%

Principal activities

Investment holding

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

Place of Incorporation

PRC

^[1],[2]

Ownership/Control interest attributable to the Company

100.00%

^[1],[2]

Principal activities

Dormant

^[1],[2]

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

Place of Incorporation

PRC

^[1],[2]

Ownership/Control interest attributable to the Company

100.00%

^[1],[2]

Principal activities

Dormant

^[1],[2]

Chuanghua Shanghai Advertising Limited [Member]

Place of Incorporation

PRC

Ownership/Control interest attributable to the Company

100.00%

Principal activities

Dormant

Jiahe Shanghai Advertising Limited [Member]

Place of Incorporation

PRC

Ownership/Control interest attributable to the Company

100.00%

Principal activities

Dormant

[1]	The subsidiary's registration license has been revoked.
[2]	Variable interest entity which the Company exerted 100% control through a set of commercial arrangements.

XML 40 R29.htm IDEA: XBRL DOCUMENT

PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 102,500	$ 100,000
Other deposits		254
Sub-total	102,500	100,254
Less: allowance for doubtful debts
Total	$ 102,500	$ 100,254

XML 41 R30.htm IDEA: XBRL DOCUMENT

ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Payables and Accruals [Abstract]
Accrued staff benefit and related fees	$ 1,828,204	$ 1,737,179
Accrued professional fees	91,662	61,839
Accrued interest expenses	2,463,967	2,220,786
Other accrued expenses	13,793	13,280
Other payables	5,897
Total	$ 4,403,523	$ 4,033,084

XML 42 R31.htm IDEA: XBRL DOCUMENT

SHORT-TERM LOANS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
SHORT-TERM LOANS (Details Narrative) - USD ($)	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Short-term loan	$ 2,916,600		$ 2,916,600		$ 2,916,600
Interest expense on short term debt	$ 131,247	$ 128,846	$ 262,494	$ 256,827
Unrelated Individual [Member]
Interest rate	1.50%		1.50%

XML 43 R32.htm IDEA: XBRL DOCUMENT

CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
Gross carrying value	$ 5,000,000	$ 5,000,000
Less: Allocated intrinsic value of beneficial conversion feature
Add: Accumulated amortization of debt discount
Sub total	5,000,000	5,000,000
Less: Current portion
Non-current portion	$ 5,000,000	$ 5,000,000

XML 44 R33.htm IDEA: XBRL DOCUMENT

CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details Narrative) - USD ($)				3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 01, 2009	Apr. 02, 2009	Jan. 31, 2008	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2012	Apr. 01, 2012	Nov. 28, 2007	Nov. 19, 2007
Gain on debt extinguishment								$ 1,877,594
Escrow Agent Services Agreement [Member]
Numberof common shares issued						300	25,400
EscrowAgentServicesAgreement1Member
Numberof common shares issued						1,450
Keywin Holdings Limited [Member] \| Note Exchange and Option Agreement [Member]
Principal amount exchanged		$ 45,000,000
Numberof common shares issued		4,093,806
Collateral Agent [Member] \| Security Agreement [Member]
Description of agreement			First-priority security interest in certain of the Company’s assets, and 66% of the equity interest in the Company.
1% Convertible Promissory Notes Due on April 1, 2012 [Member] \| Note Exchange Agreement [Member]
Conversion price (in dollars per share)		$ 1.3956
Description of the maturity		Extension of the maturity date of the 1% Convertible Promissory Notes for a period of two years.
1% Convertible Promissory Notes Due on April 1, 2014 [Member] \| Note Exchange Agreement [Member]
Frequency of payment		Semi-annually
Conversion price (in dollars per share)		$ 1.3956
Description of debt default		Note Holders will have the right to redeem the New 1% Convertible Promissory Notes at 110% of the principal amount, plus any accrued and unpaid interest.
Description of the maturity		Extend the maturity date of the 1% Convertible Promissory Notes for a period of two years until April 1, 2016.
1% Convertible Promissory Notes Due on March 12, 2014 [Member] \| Note Exchange Agreement [Member]
Description of the maturity		Extend the maturity date of the 1% Convertible Promissory Notes for a period of two years until April 1, 2016.
1% Unsecured Senior Convertible Promissory Notes Due April 1, 2012 [Member] \| Note Exchange Agreement [Member]
Aggregate principal amount		$ 5,000,000
Interest rate		1.00%
Frequency of payment		Semi-annually
Conversion price (in dollars per share)		$ 1.7445							$ 1.3956
Description of debt default		Holders will have the right to redeem the 1% Convertible Promissory Notes at 110% of the principal amount, plus any accrued and unpaid interest.
1% Convertible Promissory Notes [Member]
Interest expenses				$ 12,740	$ 12,192	$ 25,068	$ 24,657
Common Stock Option [Member] \| Keywin Holdings Limited [Member] \| Note Exchange and Option Agreement [Member]
Exercise price (in dollars per shares)		$ 0.99
Number of shares granted	1,637,522	1,637,522
Aggregate purchase price	$ 2,000,000	$ 2,000,000
Exercisable priod	P129M	P105M
Shanghai Quo Advertising Co. Ltd [Member] \| 1% Unsecured Senior Convertible Promissory Notes Due April 1, 2012 [Member] \| Och-Ziff Capital Management Group [Member] \| Note Exchange and Option Agreement [Member]
Aggregate principal amount		$ 5,000,000
Frequency of payment		Semi-annually
Conversion price (in dollars per share)		$ 1.7445							$ 1.3956
Shanghai Quo Advertising Co. Ltd [Member] \| 3% Senior Secured Convertible Promissory Notes due June 30, 2011 [Member] \| Och-Ziff Capital Management Group [Member] \| Note and Warrant Purchase Agreement [Member]
Aggregate principal amount			$ 50,000,000							$ 15,000,000	$ 50,000,000
Interest rate										3.00%
Amount of notes cancelled		$ 5,000,000
Shanghai Quo Advertising Co. Ltd [Member] \| Warrant Two [Member] \| 3% Senior Secured Convertible Promissory Notes due June 30, 2011 [Member] \| Och-Ziff Capital Management Group [Member] \| Note and Warrant Purchase Agreement [Member]
Exercise price (in dollars per shares)			$ 262.5							$ 262.5
Shanghai Quo Advertising Co. Ltd [Member] \| Warrant One [Member] \| 3% Senior Secured Convertible Promissory Notes due June 30, 2011 [Member] \| Och-Ziff Capital Management Group [Member] \| Note and Warrant Purchase Agreement [Member]
Exercise price (in dollars per shares)			$ 187.5							$ 187.5
Shanghai Quo Advertising Co. Ltd [Member] \| Warrant [Member] \| 3% Senior Secured Convertible Promissory Notes due June 30, 2011 [Member] \| Och-Ziff Capital Management Group [Member] \| Note and Warrant Purchase Agreement [Member]
Interest rate											3.00%
Number of common shares aquired											457,143
Unrelated Individual [Member]
Interest rate				1.50%		1.50%

XML 45 R34.htm IDEA: XBRL DOCUMENT

STOCKHOLDERS' DEFICIT (Details Narrative)						3 Months Ended	6 Months Ended
STOCKHOLDERS' DEFICIT (Details Narrative)	Mar. 28, 2019 USD ($) Number $ / shares shares	Dec. 28, 2018 USD ($) Number $ / shares shares	May 04, 2018 USD ($) Number $ / shares shares	Mar. 15, 2018 USD ($) Number $ / shares shares	Apr. 02, 2009 shares	Jun. 30, 2018 USD ($) $ / shares	Jun. 30, 2019 USD ($) $ / shares shares	Jun. 30, 2018 USD ($) $ / shares shares
Escrow Agent Services Agreement [Member]
Number of shares granted \| shares							1,750	25,400
Number of shares issued \| shares							300	25,400
Share price (in dollars per share)							$ 1.5
Non-cash stock-based compensation \| $						$ 8,536	$ 3,169	$ 12,858
EscrowAgentServicesAgreement1Member
Number of shares issued \| shares							1,450
Share price (in dollars per share)							$ 1.88
New Investor [Member] \| Private Placement [Member] \| Common Stock Purchase Agreement [Member]
Number of common stock sold \| shares	35,000	149,398	292,000	216,000
Number of investors \| Number	9	16	11	19
Stock purchase price				$ 0.40
Proceeds from common stock sold \| $	$ 63,375	$ 149,573	$ 170,733	$ 86,400
Keywin Holdings Limited [Member] \| Note Exchange and Option Agreement [Member]
Number of shares issued \| shares					4,093,806
Restricted Stock Units [Member] \| New Investor [Member] \| Private Placement [Member] \| Common Stock Purchase Agreement [Member]
Number of common stock sold \| shares	35,000			216,000
Number of investors \| Number	9			19
Stock purchase price				$ 0.4
Proceeds from common stock sold \| $	$ 63,375			$ 86,400
Minimum [Member] \| Escrow Agent Services Agreement [Member]
Share price (in dollars per share)						$ 0.4		$ 0.4
Minimum [Member] \| New Investor [Member] \| Private Placement [Member] \| Common Stock Purchase Agreement [Member]
Stock purchase price	$ 1.50	$ 0.77	$ 0.5
Minimum [Member] \| Restricted Stock Units [Member] \| New Investor [Member] \| Private Placement [Member] \| Common Stock Purchase Agreement [Member]
Stock purchase price	1.5
Maximum [Member] \| Escrow Agent Services Agreement [Member]
Share price (in dollars per share)						$ 0.6		$ 0.6
Maximum [Member] \| New Investor [Member] \| Private Placement [Member] \| Common Stock Purchase Agreement [Member]
Stock purchase price	1.88	$ 2.00	$ 0.6
Maximum [Member] \| Restricted Stock Units [Member] \| New Investor [Member] \| Private Placement [Member] \| Common Stock Purchase Agreement [Member]
Stock purchase price	$ 1.88

XML 46 R35.htm IDEA: XBRL DOCUMENT

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)			1 Months Ended
	Jul. 01, 2009	Apr. 02, 2009	Apr. 30, 2009	Jun. 30, 2019	Dec. 31, 2018
Prepaid expenses and other current assets				$ 102,500	$ 100,254
Description of exercise period under agreement	The Company and Keywin, of which the Company’s chief executive officer and director is the director and his spouse is the sole shareholder, entered into an Amendment, pursuant to which the Company agreed to extend the exercise period for the Keywin Option under the Note Exchange and Option Agreement between the Company and Keywin, to purchase an aggregate of 1,637,522 shares of our common stock for an aggregate purchase price of $2,000,000, from a three-month period ended on July 1, 2009, to a six-month period ended October 1, 2009. The exercise period for the Keywin option was subsequently further extended to a nine-month period ended January 1, 2010, pursuant to the Second Amendment. On January 1, 2010, the Company and Keywin entered into the third Amendment, pursuant to which the Company agreed to further extend the exercise period to an eighteen-month period ended on October 1, 2010 and provide the Company with the right to unilaterally terminate the exercise period upon 30 days’ written notice. On September 30, 2010, the exercise price was extended at various times from September 1, 2010 to December 31, 2017, the latest exercise period for the Keywin Option was further extended to a hundred and twenty-nine-month period ending on January 1, 2020 and the exercise price changed to $0.99.
Dr. Earnest Leung [Member]
Service fee			$ 350,000
Prepaid expenses and other current assets			100,000
1% Unsecured Senior Convertible Promissory Notes Due April 1, 2012 [Member] \| Dr. Earnest Leung [Member]
Issuance cost			$ 250,000
Common Stock Option [Member] \| Keywin Holdings Limited [Member] \| Note Exchange and Option Agreement [Member]
Number of shares granted	1,637,522	1,637,522
Aggregate purchase price	$ 2,000,000	$ 2,000,000
Exercisable priod	P129M	P105M

XML 47 R36.htm IDEA: XBRL DOCUMENT

NET LOSS PER COMMON SHARE (Details) - USD ($)	3 Months Ended		6 Months Ended
NET LOSS PER COMMON SHARE (Details) - USD ($)	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Numerator:
Net loss attributable to NCN common stockholders	$ (225,575)	$ (127,951)	$ (449,300)	$ (371,028)
Denominator:
Weighted average number of shares outstanding, basic	8,769,013	8,495,175	8,751,552	8,301,561
Effect of dilutive securities
Options and warrants
Weighted average number of shares outstanding, diluted	8,769,013	8,495,175	8,751,552	8,301,561
Net loss per common share - basic and diluted	$ (0.0257)	$ (0.0151)	$ (0.0513)	$ (0.0447)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

EXCEL 48 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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