Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HUI GODFREY CHIN TONG
  2. Issuer Name and Ticker or Trading Symbol
NETWORK CN INC [NWCN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
21/F CHINACHEM CENTURY TOWER, 178 GLOUCESTER RD.
3. Date of Earliest Transaction (Month/Day/Year)
07/23/2007
(Street)

HONG KONG, K3 00000
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share               550,000 D  
Common Stock, par value $0.001 per share 07/23/2007   A(1)   2,000,000 A $ 0 2,550,000 (2) D  
Common Stock, par value $0.001 per share 09/05/2007   A(3)   75,000 A $ 0 2,625,000 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HUI GODFREY CHIN TONG
21/F CHINACHEM CENTURY TOWER
178 GLOUCESTER RD.
HONG KONG, K3 00000
  X     Chief Executive Officer  

Signatures

 /s/ Godfrey Hui   03/17/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On July 23, 2007, the Reporting Person received an aggregate award of 2,000,000 shares of the Issuer's common stock, as consideration for services rendered as of July 1, 2007, as the Issuer's Chief Executive Officer, pursuant to an executive employment agreement, dated July 23, 2007, between the Reporting Person and the Issuer's subsidiary, NCN Group Management Ltd.
(2) So long as the Reporting Person remains employed by the Issuer, the shares awarded will vest annually over a five-year period, with: 200,000 shares vesting on December 31, 2007; 300,000 vesting on December 31, 2008; 400,000 vesting on December 31, 2009; 500,000 vesting on December 31, 2010 and 600,000 vesting on December 31, 2011. The first 200,000 shares vested on December 31, 2007 but on September 29, 2008, in response to the current global economic crisis, the Issuer's board of directors resolved to withhold until further notice, the issuance of all shares scheduled to be vested in 2008, including the 300,000 shares to which the Reporting Person was entitled as of December 31, 2008.
(3) Represents a stock award received by the Reporting Person on September 5, 2007, pursuant to the terms of his former employment agreement.
 
Remarks:
This report corrects a filing made on September 5, 2007, which only reported the Reporting Person as holding 625,000 shares
 of the Issuer's common stock, and a filing made on February 4, 2008, which only reported the Reporting Person as holding
 825,000 shares of the Issuer's common stock.

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