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): September 196, 2012( August 31, 2012)

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

(Exact name of registrant as specified in its charter)

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Delaware	~~001~~000-14753	11-3423157
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

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

(732) 758- 9001(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))

~~SECTION 8~~Item ~~— OTHER~~3.02 ~~EVENTS~~Unregistered Sale of Equity Securities

~~Item~~On December 814, Network 1 Financial Group, Inc.01 ~~Other~~(the ~~Events~~“Company”) issued a 2 year note for $400,000 with a 7% per annum interest rate and also issue 5,000,000 million shares of $0.001 par value Company common stock to a private investor (“PI”) for $500.00 The sale will be exempt from registration pursuant to Regulation D, promulgated under the Securities Act of 1933, because PI is an accredited investor. Attached hereto as Exhibit 10.1, and incorporated by this reference as though fully set forth herein, is the Subscription Agreement (Private Placement Securities Purchase Agreement) and Note

OnThe ~~September~~Company ~~19,~~will ~~2012,~~have ~~Network 1 Financial Group~~60,340,487 ~~Inc.~~shares ~~(the~~of ~~“Company”) filed a Form 15 with the Securities and Exchange Commission to deregister the Companies~~ common stock ~~under~~outstanding ~~Section~~once ~~12(g)(4) of~~ the ~~Securities~~note ~~Exchange~~and ~~Act~~shares ofare ~~1934 as amended by the Jumpstart Our Business Startups Act ( as amended, the “Exchange Act”)~~issued. PI ~~The Section 12(g) deregistration~~ will own ~~become~~or ~~effective~~control ~~in 90 days~~5,000,000 orshares ~~such shorter period as determined by the Securities and Exchange Commission. Based on the Filing date~~ of the ~~Form 15, The~~ Company’s ~~does~~common ~~not expect to have any further reporting obligation under the Exchange Act after December 18~~stock, ~~2012~~constituting 8.3% ~~The Company expects the deregistration to provide substantial cost savings in the form~~ of ~~reduced audit, legal and filing expenses and other cost related to complying with~~ the ~~Exchange~~outstanding ~~Act~~shares.

Item

9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description

10.1		Subscription Agreement and note (Private Placement Securities Purchase Agreement), used for the transaction between Network 1 Financial Group, Inc. and PI.

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 21, 2012	Network 1 Financial Group, Inc
Date: December 20, 2012	NETWORK 1 FINANCIAL GROUP, INC.
	By	/s/ Damon D. Testaverde
	By:	/s/ Damon Testaverde
		Name: Damon D. TestaverdeTitle: Damon D. Testaverde
		Damon Testaverde
		President

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