Current Report Filing (8-k)
July 28 2020 - 6:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 28,2020 (July 23, 2020)
NETWORK CN INC.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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000-30264
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90-0370486
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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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)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.001 par value
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NWCN
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OTC market
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Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company ¨
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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. ¨
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Item 1.01.
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Entry into a Material Definitive Agreement
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Item 3.02.
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Unregistered Sales of Equity Securities.
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On January 14, 2020, the Company entered into a Letter of Intent
with Earthasia Worldside Holdings Limited (“EWHL”) that the Company will acquire 100% of the EWHL’s issued and
outstanding stock owned by the shareholders of the EWHL and the EWHL will become a wholly owned subsidiary of the Company.
On July 23, 2020, the Company entered
into Share Exchange Agreement with Ease Global Limited (“Ease Global”), the shareholder of Trade More Global
Limited (‘Trade More”) that the Company will purchase, One Thousand and One Hundred (1,100) currently issued
shares of common stock of Trade More from Ease Global and in exchange for Forty-nine Million(49,000,000) shares of
newly-issued shares of common stock of the Company. The closing of the Exchange shall occur on September 2, 2020 or such
other date as agreed by the parties of the Share Exchange Agreement. Upon completion of the Exchange, 78% of issued shares of
common stock of the Company shall be held by the Ease Global while all of the shares of capital stock of Trade More shall be
held by the Company. EWHL is a wholly owned subsidiary of Trade More.
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 hereunto duly authorized.
Dated: July 28, 2020
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NETWORK CN INC.
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By: /s/ Earnest Leung
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Earnest Leung
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Chief Executive Officer
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