Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Trading on OTCQB Market Exchange

On January 21,2022, the Company announced that had has received approval from OTC Markets Group for its securities to be designated as trading on the OTCQB Venture Market Exchange as of January 21 ,2022, under the OTCQB ticker symbol OTCQB: NWCN.

Item 3.02 Unregistered Sales of Equity Securities.

Issuance of Convertible Promissory Note

On January 18, 2022, the Company entered into a Subscription Agreement with Wong Yuk Chor ("the Subscriber") under which the Subscriber agreed to purchase the 1% Senior Unsecured Convertible Note Agreement from the Company for an agreement purchase price of two million five hundred thousand US Dollars ($2,500,000). On the same date, the Company signed the with 1% Senior Unsecured Convertible Note Agreement under which the Company may sell and issue to the Subscriber up to an aggregate maximum amount of $2,500,000 in principal amount of Convertible Notes prior to January 19, 2027. The Convertible Promissory Notes issued to the Investor are convertible at the holder's option into shares of Company common stock at $1.25 per share.





 ITEM 9.01 EXHIBITS.




The following exhibits are filed as part of this report or incorporated by
reference:



Exhibit No.   Description




10.1           Subscription Agreement
10.2           1% Senior Unsecured Convertible Note
101          Pursuant to Rule 406 of Regulation S-T, the cover page is formatted
             in Inline XBRL (Inline eXtensible Business Reporting Language).
104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document and included in Exhibit 101).

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