SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): January 10, 2011 (January 4,
2011)
NETWORK
1 FINANCIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-14753
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11-3423157
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(State
or other jurisdiction of
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(Commission
File No.)
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(IRS
Employer Identification
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incorporation)
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No.)
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2 Bridge Avenue, 4th Floor
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07701
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Red Bank,
NJ
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(Zip
Code)
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (732) 758-9001
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.
o
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Network 1 Financial Group, Inc.
(formerly known as International Smart Sourcing, Inc.),
a Delaware corporation (the “Company”) acknowledges that this Current
Report on Form 8-K as well as other filings with the Securities and Exchange
Commission (“SEC”) and the Company’s releases issued
to the public contain various statements relating to future results, including
certain projections and business trends. These statements constitute
“Forward-Looking
Statements.”
Forward-looking statements include
statements concerning plans, objectives, goals, strategies, expectations, future
events or performance and underlying assumptions and other statements that are
other than statements of historical facts. Certain statements contained herein
are forward-looking statements and, accordingly, involve risks and uncertainties
that could cause actual results or outcomes to differ materially from those
expressed in the forward-looking statements. The Company’s expectations, beliefs
and projections are expressed in good faith and are believed by the Company to
have a reasonable basis, including without limitations, management’s examination
of historical operating trends, data contained in the Company’s records and
other data available from third parties, but there can be no assurance that
management’s expectations, beliefs or projections will be achieved or
accomplished. Certain risks and uncertainties may cause actual results to be
materially different from projected results contained in forward-looking
statements in this Current Report and in other disclosures. Finally, the
Company’s future results will depend upon various other risks and uncertainties,
including, but not limited to, those detailed in the Company’s other filings
with the SEC. Actual results may differ materially from those expressed or
implied by forward-looking statements.
On
January 4, 2011, as disclosed in Item 5.02, below, Network 1 Financial Group,
Inc. (the “Company”) issued 6.2 million shares of $0.001 par value Company
common stock to Damon Testaverde in connection with his appointment as the
Company’s President.
Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On
January 4, 2011, William Hunt, Jr. resigned his position as President of the
Company.
On
January 4, 2011, the Company appointed William Hunt, Jr. Secretary of the
Company. No arrangements or understandings exist between Mr. Hunt and
any other person pursuant to which he was appointed as the Company’s
Secretary.
Since
June 2009 and the consummation of the reverse merger with International Smart
Sourcing, Inc., Mr. William Hunt has served as the President, Chief Operating
Officer and a director of the Company. Since March 1988, Mr. William Hunt has
served as President and Chief Operating Officer of the Company’s
subsidiary, Network 1 Financial Securities, Inc. (the “Subsidiary
Company”). In 1993, he was also appointed Chief Financial Officer of
the Subsidiary Company. From September 2000 to November 2008, he served as Vice
President of Network 1 Financial Advisors, Inc, (“Network Advisors”) and in
November 2008 he was appointed President of Network Advisors. Since
May 1998, he has served as Vice President and Chief Financial Officer of Network
1 Financial Assurance, Inc. Mr. Hunt is currently a FINRA Registered
Representative, and has an insurance and real estate license in New
Jersey. He received his BS in Business Administration from Trenton
State College, now known as The College of New Jersey.
On
January 4, 2011, Richard W. Hunt resigned his position as CEO of the
Company. He will remain as Chairman concentrating on Business
Development.
Richard
W. Hunt was appointed Chief Executive Officer, Vice-President and Chairman of
the Board of Directors of the Company following the consummation on the Reverse
Merger on June 9, 2009. Since March 1988, Mr. Richard Hunt has served
as Chief Executive Officer, Secretary and Chairman of the Board of Directors of
the Subsidiary Company. Mr. Hunt is currently a FINRA Registered
Representative. Since May 1998, Mr. Richard Hunt has served as a
director of Network 1 Financial Assurance, Inc. which acts as an agent providing
life and health insurance products for certain clients on behalf of the Company,
and since September 2000, he has served as director of Network Advisors, which
provides advisory services and the in-house management of the Subsidiary
Company’s client accounts. Mr. Hunt also served as President of
Network Advisors between September 2000 and November
2008. Mr. Hunt received his BA in Liberal Arts, with emphasis in
Human Resources, from Trenton State College, now known as The College of New
Jersey.
On
January 4, 2011, Damon Testaverde resigned his position as Secretary of the
Company.
On
January 4, 2011, the Company appointed Damon Testaverde President of the
Company. In connection with this appointment, Mr. Testaverde was
issued 6.2 million shares of the Company’s $0.001 par value common
stock.
The
Company now has 38,635,057 shares of common stock outstanding. Mr.
Testaverde now owns or controls 9,523,653 shares of the Company’s common stock,
constituting 24.65% of the outstanding shares.
Mr.
Testaverde was appointed Secretary and a director of the Company following the
consummation of the Reverse Merger on June 9, 2009. Since July 1994,
Mr. Testaverde has been the managing Director of the Subsidiary
Company. From May 1991 until June 1995, Mr. Testaverde served as
President and Chief Executive officer of TekInsight. From 1989 to March 1991,
Mr. Testaverde served as the principal stockholder of R.H. Damon & Company,
Inc. a full service securities broker-dealer. From 1980 to 1986, he served in
the capacity of President of S.D. Cohn & Co., Inc., a full service
securities broker-dealer. He is currently a FINRA Registered Representative. He
received his B.A. in Accounting from Pace University.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
January 10, 2011
NETWORK
1 FINANCIAL GROUP, INC.
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By
/s/ Damon Testaverde
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Damon
Testaverde
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President
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