SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MOK DALEY

(Last)

(First)

(Middle)

21/F CHINACHEM CENTURY TOWER,

178 GLOUCESTER RD.

(Street)

HONG KONG

(City)

(State)

(Zip)

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2007

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share								50,000	D
Common Stock, par value $0.001 per share	07/23/2007		A⁽¹⁾		1,500,000	A	$0	1,550,000⁽²⁾	D
Common Stock, par value $0.001 per share	09/05/2007		A⁽³⁾		25,000	A	$0	1,575,000	D
Common Stock, par value $0.001 per share	09/12/2007		G⁽⁴⁾		25,000	D	$0	1,550,000	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On July 23, 2007, the Reporting Person received an aggregate award of 1,500,000 shares of the Issuer's common stock, as consideration for services rendered as of July 1, 2007, as the Issuer's Chief Financial Officer, pursuant to an executive employment agreement, dated July 23, 2007, between the Issuer and the Reporting Person.

2. So long as the Reporting Person remains employed by the Issuer, the shares awarded will vest annually over a five-year period, with: 100,000 shares vesting on December 31, 2007; 200,000 vesting on December 31, 2008; 300,000 vesting on December 31, 2009; 400,000 vesting on December 31, 2010 and 500,000 vesting on December 31, 2011. The first 100,000 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 200,000 shares to which the Reporting Person was entitled as of December 31, 2008.

3. Represents shares of the Issuer's common stock awarded to Mr. Mok on September 5, 2007, pursuant to his former employment agreement.

4. Represents shares of the Issuer's common stock disposed of by the Reporting Person on September 12, 2007.

Remarks:

This report corrects a filing made on September 12, 2007, which erroneously reported the Reporting Person as holding only 50,000 shares of the Issuer's common stock, and a filing made on February 4, 2008, which erroneously reported the Reporting Person as holding only 150,000 shares of the Issuer's common stock.

	/s/ Daley Mok	03/17/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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