EXPLANATORY STATEMENT

This Amendment No. 3 on Form 8-K/A, which amends the Company’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 2, 2007, as amended by Amended No. 1 filed with the SEC on March 30, 2007, and Amendment No. 2 filed with the SEC on April 20, 2007, is being filed to correct certain scriveners and formatting errors in the financial statements and pro forma financial information filed with Amendment No. 2.  The errors corrected include the following:

(i)            Line item references in the Audited Balance Sheet and Statement of Cash Flows for Shanghai Quo Advertising Company Limited for 2005 and 2006 to "notes receivable" were corrected to refer to "amounts due from a stockholder."  Similar changes were made in Notes 3 and 9(c) of the Notes to such Financial Statements.  Note 7, regarding income tax, was also corrected to note that income tax is computed in the People's Republic of China based on financial statements prepared in accordance with PRC GAAP and Note 9, regarding subsequent events, includes corrections to non-material errors in the previously cited amounts of consideration paid to shareholders of Shanghai Quo Advertising Company Limited for their shares.

(ii)           Line item references in the Company’s unaudited pro forma condensed statements of operations for both 2005 and 2006 to “net loss per common share” have been corrected to note that the Company had net loss and Shanghai Quo Advertising Company Limited had net earnings for such periods.  The historical net earnings per common share for Shanghai Quo Advertising Company Limited have also been included for both periods. 

The financial statements and pro forma financial information, as corrected, are included in their entirety in this Amendment No. 3.

Item 2.01. Completion of Acquisition of Disposition of Assets

On February 2, 2007, Network CN Inc. (the "Company") filed a Current Report on Form 8-K reporting that on January 31, 2007 it completed the acquisition of 100% interest of Shanghai Quo Advertising Company Limited (“Quo Advertising”), an advertising agency headquartered in Shanghai, China from Lina Zhang and Qinxiu Zhang, pursuant to an agreement dated January 24, 2007. As part of the 8-K, we indicated that the financial statements and pro forma financials required under Item 9.01 would be filed no later than 71 days following the date that the Form 8-K was required to be filed. On April 20, 2007, we filed a Current Report on Form 8-K/A containing the required financial statements and pro forma information. This Current Report on Form 8-K/A is being filed to make certain corrections to the financial statements previously filed - the required financial statements and pro forma information, as corrected, are being filed herewith in their entirety.

The description of the acquisition of Quo Advertising contained in this Item 2.01 is qualified in its entirety by reference to the full text of the Stock Transfer Agreement and Trust Agreements dated as of January 24, 2007, by and among Crown Winner International Limited, a subsidiary of the Company and Lina Zhang and Qinxiu Zhang, which were filed as Exhibit 10.1 to 10.10 to the Current Report on Form 8-K/A filed with the SEC on March 30, 2007, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.