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

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~[insert~~September ~~date]~~19, 2012

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~~NETWORK~~ Network 1 ~~FINANCIAL GROUP~~Financial Group, ~~INC~~Inc

(Exact name of registrant as specified in its charter)

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Delaware	001-14753	11-3423157
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

2 Bridge ~~Avenue~~Ave, ~~4th~~Suite ~~Floor~~241, Red Bank, NJ 07701(Address of Principal Executive Offices) (Zip Code)

~~Red Bank, NJ 07701~~(~~Address~~732) of758- ~~Principal~~9001(Registrant’s telephone ~~Executive~~number, ~~Offices)~~including ~~(Zip~~area ~~Code~~code)

(732) 758-9000(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1SECTION 8 — OTHER EVENTS

Item 38.0201 ~~Unregistered~~Other ~~Sale of Equity Securities~~Events.

On ~~August~~September 3119, 2012, Network 1 Financial Group, Inc. (the “Company”) ~~issued~~filed ~~2,355,430~~a ~~million~~Form ~~shares~~15 ofwith ~~$0.001~~the ~~par~~Securities ~~value~~and Exchange ~~Company~~Commission to deregister the Companies common stock tounder ~~Frank~~Section ~~Ciolli~~ 12(~~“FC”~~g)~~. As~~(4) ~~consideration~~of ~~for~~the ~~such~~Securities ~~shares,~~Exchange FCAct ~~paid~~of ~~$94,217.20~~1934 inas ~~fully~~amended ~~paid~~by ~~for~~the ~~free~~Jumpstart ~~trading~~Our ~~securities~~Business Startups Act ( as amended, the “Exchange Act”). The ~~sale~~Section ~~was~~12(g) ~~exempt~~deregistration ~~from~~will become ~~registration~~effective ~~pursuant~~in to90 ~~Regulation D~~days, ~~promulgated~~or ~~under~~ such shorter period as determined by the Securities ~~Act~~and Exchange Commission. Based on the Filing date of ~~1933~~the Form 15, ~~because~~The FCCompany isdoes annot ~~accredited~~expect ~~investor. Attached~~to ~~hereto~~have asany ~~Exhibit~~further ~~10.1,~~reporting ~~and~~obligation ~~incorporated by~~under ~~this~~the ~~reference~~Exchange asAct ~~though~~after ~~fully~~December 18, ~~set~~2012. ~~forth~~The ~~herein,~~Company isexpects the ~~Subscription~~deregistration ~~Agreement~~to ~~(Private~~provide ~~Placement~~substantial ~~Securities~~cost ~~Purchase~~savings ~~Agreement) memorializing~~in the ~~transaction~~form (of reduced audit, legal and filing expenses and other cost related to complying with the ~~“SPA”)~~Exchange Act.

The Company now has 55,340,487shares of common stock outstanding. FC owns or controls 2,855,430 shares of the Company’s common stock, constituting 5.1% of the outstanding shares.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Subscription Agreement (Private Placement Securities Purchase Agreement), by and between Network 1 Financial Group, Inc. and Frank Ciolli.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this ~~Report~~report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date September 7, 2012

Date: September 21, 2012	Network 1 Financial Group, Inc
	By	/s/ Damon D. Testaverde
		Name: Damon D. Testaverde Title: Damon D. Testaverde

	NETWORK 1 FINANCIAL GROUP, INC.
	By:	/s/ Damon Testaverde
		Damon Testaverde
		President

Filing Compare · NETWORK 1 FINANCIAL GROUP, INC.