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): February 2, 2011 (January 28,
2011)
NETWORK
1 FINANCIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
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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.
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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 28, 2011, as disclosed in
Item 3.02, below, Network 1 Financial Group, Inc. (the “Company”) entered into
an agreement with an individual, whereby the individual agreed to give the
Company 1,000,000 shares of common stock of Solar Thin Films, Inc. (Ticker:
SLTZ), a publicly-traded company, in exchange for 1,000,000 shares of $0.001 par
value Company common stock.
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Item
3.02
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Unregistered Sale of Equity
Securities
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On
January 28, 2011, the Company contracted to sell to an individual accredited
investor (the “Investor”), 1,000,000 shares of $0.001 par value Company common
stock. As consideration, on January 31, 2011 the Investor delivered
to the Company 1,000,000 shares of common stock of Solar Thin Films, Inc.
(Ticker: SLTZ), with a $0.01 par value and a closing market value of $0.15 per
share on the date of delivery.
This sale
was exempt from registration under the securities act pursuant to Regulation D
and Section 4(2) of the Securities Act because it was a private sale to a single
individual accredited investor.
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:
February 2, 2011
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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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