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    NETWORK CN INC.

Securities and Exchange Commission

June 26, 2023

Page 1 of 9

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Network CN Inc.

Form 10-K for Fiscal Year Ended December
31, 2022

Filed April 13, 2023

File No. 000-30264

Ladies and Gentlemen:

I am submitting this letter and the following
information in response to a letter, dated June 12, 2022, from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) with respect to the Form 10K for Fiscal Year Ended December, 2022 (the
“Form 10-K") of Network CN Inc. (the “Company”, “we”, “our”
or “us”) ) filed to the Commission on April 13, 2023. Concurrently with the submission of this letter the Company
is filing Form 10-K/A (the “Form 10-K/A”) via EDGER with the Commission.

To facilitate your review, we have separately
delivered to you today a copy of the Form 10-K/A, marked to show changes since our last submission of the Form 10-K.

The Staff’s comments are repeated below
in bold and italic, and are followed by the Company’s response. Capitalized terms used in this letter but otherwise not defined
herein shall have the meanings ascribed to such terms in the Form 10-A.

Form 10-K for Fiscal Year Ended December
31, 2022

Use of Terms, page i

 1. Please refrain from using terms such as “we” or “our” when describing activities
or functions of a VIE. For example, disclose, if true, that your subsidiaries and/or the VIEs conduct operations in China, that the VIEs
are consolidated for accounting purposes but are not entities in which you own equity, and that the holding company does not conduct operations.
Disclose clearly the entity (including the domicile) in which investors own an interest.

RESPONSE

The Company respectfully advise the Staff that
the Company did not conduct any business through variable interest entities (“VIEs”) since 2015. However, we
include VIEs in our corporate structure because we have not terminated the commercial agreements for the VIEs. The Company’s VIEs,
Beijing Huizhong Bona Media Advertising Co., Ltd (“Bona”) did not have operation since 2010 and Xingpin Shanghai Advertising
Limited (“Xingpin”) established in 2013 but did not commence business since its incorporation. The disclosure on page F-14
of Form 10-A shows Bona’s business license has been revoked and Xingpin was dormant.

And Cityhorizon Limited and Crown Winner International
Limited were in progress of deregistration as the Company started the deregistration process on June 9, 2022. In May 2023, the Board
of Directors agreed and approved the termination of all commercial agreements with Bona and Xingpin. The Company delivered termination
notice to terminate all the commercial agreements with Bona and Xingpin and the Company will no longer able to exert control over Bona
and Xingpin when the termination notices become effective. Such event will be disclosure in the Company’s 10-Q filing for the period
ending June 30, 2023.

    香港九龍尖沙咀科學館道 9 號新東海商業中心 7 樓 705B 室

Unit 705B, 7/F, New East Ocean Centre, 9 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong

    NETWORK CN INC.

Securities and Exchange Commission

June 26, 2023

Page 2 of 9

During the fiscal year ended December 31, 2022,
we conducted all of our business in the mainland China (“PRC”) through our PRC subsidiary in Ningbo only. Currently,
the Company has established three newly subsidiaries, NCN (Ningbo) Culture Media Co., Ltd (“NCN Ningbo”), NCN (Chengdu) Culture
Media Co., Ltd, (“NCN Chengdu”) and NCN (Tianjin) Culture Co., Ltd (“NCN Tianjin”). The disclosure under “Recent
Developments” on page 1, under the subsection “Our Business in Chengdu and Tianjin” and “Our Business in Ningbo”
stated our business conducts through these three subsidiaries.

The Form 10-K/A provides under the “History”
on page 1 clarification to describe the subsidiaries that are conducting the businesses. The Company believes that such references and
the continued use of “we” and “our” and similar terms provide appropriate clarification as to the entity or entities
applicable to the disclosures made in the Amended Form 10-K/A.

The Company appreciates the Staff’s comment
and the Company has amended its disclosures in the section of Use of Terms at page i and the section Item 1. Business under the subsection
“History” on page 1 of the Form 10-K/A regarding our wholly owned subsidiaries conduct operations in China. The Company also
amended its disclosure in the section under “Corporate Structure” at pages 8 and 9 of the Form 10-K/A regarding the entity
(including the domicile) in which investors own an interest.

 2. We note that your definition of China and the PRC excludes Hong Kong and Macau. We also note that
you appear to have operations and directors/officers located in Hong Kong. Please revise to clarify that the legal and operational risks
associated with operating in China also apply to operations in Hong Kong and Macau. Please also discuss the laws and regulations in Hong
Kong and/or Macau, as applicable, as well as the related risks and consequences. The requested disclosure may appear in the definition
itself or in another appropriate discussion of legal and operational risks applicable to the company.

RESPONSE

The Company acknowledges
the Staff’s comments and have revised the Form 10-K/A by adding Item 1 Business subsection “Our Holding Company Structure
and Operations in Hong Kong and China”. The Company has also amend Item 1A “ Risk Factors” to clarify that the potential
legal and operational risks associated with operating in China also apply to operations in Hong Kong by adding a new subsection “Risks
Related to Doing Business in China”, and “Risks Related to Doing Business in Hong Kong” under Item 1A “Risk Factors”
that incorporate the issues noted by the Staff in this comment, beginning on page 24 and page 34 of the Form 10-K/A.

Item 1. Business, page 1

 3. Please disclose prominently in Item 1 that you are not a Chinese operating company but a Delaware
holding company with operations conducted by your subsidiaries and through contractual arrangements with a variable interest entity (VIE)
based in China and that this structure involves unique risks to investors. If true, disclose that these contracts have not been tested
in court. Explain whether the VIE structure is used to provide investors with exposure to foreign investment in China-based companies
where Chinese law prohibits direct foreign investment in the operating companies, and disclose that investors may never hold equity interests
in the Chinese operating company. Your disclosure should acknowledge that Chinese regulatory authorities could disallow this structure,
which would likely result in a material change in your operations and/or a material change in the value of your securities, including
that it could cause the value of such securities to significantly decline or become worthless. Please also provide a cross-reference to
your detailed discussion of risks facing the company as a result of this structure.

    香港九龍尖沙咀科學館道 9 號新東海商業中心 7 樓 705B 室

Unit 705B, 7/F, New East Ocean Centre, 9 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong

    NETWORK CN INC.

Securities and Exchange Commission

June 26, 2023

Page 3 of 9

RESPONSE

During the year ended December 31, 2022, we conducted
all of our business in the PRC through our PRC subsidiary in Ningbo only. Stared 2023, the Company conducts our business through three
PRC subsidiaries, NCN (Ningbo) Culture Media Co., Ltd (“NCN Ningbo”), NCN (Chengdu) Culture Media Co., Ltd, (“NCN Chengdu”)
and NCN (Tianjin) Culture Co., Ltd (“NCN Tianjin”). The Company appreciates the Staff’s comments and have supplemented
the Company’s disclosures in Item 1. Business under the subsection of “History” and “Our Holding Company Structure
and Operations in Hong Kong and China” regarding our corporate structure including a reference to the risk facing the company as
a result of the structure on page 1 of the Form 10-K/A.

 4. Please disclose prominently the legal and operational risks associated with being based in or having
the majority of the company’s operations in China. Your disclosure should make clear whether these risks could result in a material
change in your operations and/or the value of your securities or could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such as those related to the use of variable
interest entities and data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business,
accept foreign investments, or list on a U.S. or other foreign exchange. Please disclose the location of your auditor's headquarters and
whether and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations
will affect your company. Provide a cross-reference to your detailed discussion of such legal and operational risks.

RESPONSE

The Company has supplemented the disclosures regarding
legal and operational risks associated with being based in or have the majority of the Company’s operations in China by adding a
subsection “Our Holding Company Structure and Operations in Hong Kong and China” including a reference to the “Risks
Related to Doing Business in China” beginning on page 24 in the Form 10-K/A.

The Company notes that its audit’s headquarter
located in Colorado and it is not subject to the determinations announced by the PCAOB on December 16, 2021, which determinations were
vacated on December 15, 2022, and Holding Foreign Companies Accountable Act and related regulations currently do not affect the Company
as the Company’s auditor is subject to PCAOB’s inspection on a regular basis.

 5. We note your disclosure on page F-14 that the company "exerted 100% control" of the variable
interest entity through a set of commercial arrangements. However, neither the investors in the holding company nor the holding company
itself have an equity ownership in, direct foreign investment in, or control of, through such ownership or investment, the VIEs. Accordingly,
please refrain from implying that the contractual agreements are equivalent to equity ownership in the business of the VIEs. Any references
to control or benefits that accrue to you because of the VIEs should be limited to a clear description of the conditions you have satisfied
for consolidation of the VIEs under U.S. GAAP. Additionally, please disclose that the Delaware holding company is the primary beneficiary
of the VIEs for accounting purposes.

    香港九龍尖沙咀科學館道 9 號新東海商業中心 7 樓 705B 室

Unit 705B, 7/F, New East Ocean Centre, 9 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong

    NETWORK CN INC.

Securities and Exchange Commission

June 26, 2023

Page 4 of 9

RESPONSE

As noted in the response to Comment #1, the Company
conducts our business through our wholly owned subsidiaries in PRC only. The Company’s VIEs, Beijing Huizhong Bona Media Advertising
Co., Ltd (“Bona”) and Xingpin Shanghai Advertising Limited (“Xingpin”) did not have operation during the year
ended December 31, 2022 which the subgroup of Cityhorizon Limited and Crown Winner International Limited were in progress of deregistration.
The disclosure on page F-14 shows Bona’s business license has been revoked and Xingpin was dormant.

The Company appreciates the Staff’s comment
and the Company has amended its disclosures in the section of Item 1. Business under the subsection “History” on page 1 and
“Corporate Structure” at pages 8 and 9 of the Form 10-K/A.

    香港九龍尖沙咀科學館道 9 號新東海商業中心 7 樓 705B 室

Unit 705B, 7/F, New East Ocean Centre, 9 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong

    NETWORK CN INC.

Securities and Exchange Commission

June 26, 2023

Page 5 of 9

 6. Please describe how cash is transferred through your organization and disclose your intentions to
distribute earnings or settle amounts owed under the VIE agreements. State whether any transfers, dividends, or distributions have been
made to date between the holding company, its subsidiaries, and the consolidated VIEs, or to investors, and quantify the amounts where
applicable. Please provide cross-references to the condensed consolidating schedule and the consolidated financial statements. Additionally,
please also include this disclosure in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

RESPONSE

The Company has supplemented
its disclosures in the section of Item 1. Business under the subsection of “Transfer of Cash to and From Our Subsidiaries”
at page 3 of the Form 10-K/A and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”
on page 41 of the Form 10-K/A to disclose how cash is transferred through the Company’s consolidated group, including disclosures
related to the any transfers, dividends, or distributions have been made to date.

 7. Please disclose that to the extent cash or assets in the business are in the PRC/Hong Kong or a
PRC/Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong due to
interventions in or the imposition of restrictions and limitations on the ability of you, your subsidiaries, or the consolidated VIEs
by the PRC government to transfer cash or assets. Additionally, please also include this disclosure in Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations.

RESPONSE

The Company has supplemented
its disclosures in the section of Item 1. Business under the subsection of “Transfer of Cash to and From Our Subsidiaries”
at page 3 of the Form 10-K/A and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”
on page 41 of the Form 10-K/A to disclose the limitations to transfer cash or assets.

 8. Please discuss whether there are limitations on your ability to transfer cash between you, your
subsidiaries, the consolidated VIEs or investors. Additionally, please also include this disclosure in Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations.

RESPONSE

The Company has supplemented
its disclosures in the section of Item 1. Business under the subsection of “Transfer of Cash to and From Our Subsidiaries”
at page 3 of the Form 10-K/A and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”
on page 41 of the Form 10-K/A to disclose the limitations on our ability to transfer cash between holding company, our subsidiaries and
investors.

 9. To the extent you have cash management policies that dictate how funds are transferred between you,
your subsidiaries, the consolidated VIEs or investors, please summarize the policies here and disclose the source of such policies (e.g.,
whether they are contractual in nature, pursuant to regulations, etc.); alternatively, state here that you have no such cash management
policies that dictate how funds are transferred. Additionally, please also include this disclosure in Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations.

    香港九龍尖沙咀科學館道 9 號新東海商業中心 7 樓 705B 室

Unit 705B, 7/F, New East Ocean Centre, 9 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong

    NETWORK CN INC.

Securities and Exchange Commission

June 26, 2023

Page 6 of 9

RESPONSE

The Company have no such cash
management policies that dictate how funds are transferred. The Company has supplemented its disclosures in the section of Item 1. Business
under the subsection of “Transfer of Cash to and From Our S