-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
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 kZWztFgf4S8Xm1UkE3V3Ew==

<SEC-DOCUMENT>0001072613-04-002208.txt : 20041119
<SEC-HEADER>0001072613-04-002208.hdr.sgml : 20041119
<ACCEPTANCE-DATETIME>20041119154750
ACCESSION NUMBER:		0001072613-04-002208
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041115
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041119
DATE AS OF CHANGE:		20041119

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NETWORK 1 SECURITY SOLUTIONS INC
		CENTRAL INDEX KEY:			0001065078
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				113027591
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-15288
		FILM NUMBER:		041157912

	BUSINESS ADDRESS:	
		STREET 1:		1601 TRAPELO RD
		STREET 2:		RESERVOIR PLACE
		CITY:			WALTHAM
		STATE:			MA
		ZIP:			02451
		BUSINESS PHONE:		7815223400

	MAIL ADDRESS:	
		STREET 1:		1601 TRAPELO RD
		STREET 2:		RESERVOIR PLACE
		CITY:			WALTHAM
		STATE:			MA
		ZIP:			02451
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8-k_13117.txt
<DESCRIPTION>NETWORK-1 SECURITY SOLUTIONS, INC. FORM 8-K
<TEXT>
================================================================================

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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):  November 15, 2004
                                                   -----------------


                       Network-1 Security Solutions, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Delaware                        1-14896                11-3027591
- --------------------------------------------------------------------------------
(State or other jurisdiction          (Commission            (IRS Employer
     of incorporation)                File Number)         Identification No.)



               445 Park Avenue, Suite 1028, New York, New York 10022
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code:  (212) 829-5700


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

================================================================================
<PAGE>

Item 2.02  Results of Operations and Financial Condition
- --------------------------------------------------------

            On November 15, 2004, Network-1 Security Solutions, Inc. issued a
press release announcing its unaudited financial results for the third quarter
ended September 30, 2004. A copy of the press release is attached to this Report
as Exhibit 99.1 and it is incorporated herein by reference.



Item 9.01  Financial Statements and Exhibits
- --------------------------------------------

(c)     Exhibits

Exhibit No.    Description

99.1           Press Release, dated November 15, 2004, regarding the unaudited
               financial results for the third quarter ended September 30, 2004.
<PAGE>


                                    SIGNATURE


            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.


                                              NETWORK-1 SECURITY SOLUTIONS, INC.



Dated:  November 19, 2004                     By:  /s/Corey M. Horowitz
                                                   -----------------------------
                                                   Name:  Corey M. Horowitz
                                                   Title: Chairman & Chief
                                                          Executive Officer
<PAGE>

Exhibit No.    Description

99.1           Press Release, dated November 15, 2004, regarding the unaudited
               financial results for the third quarter ended September 30, 2004.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>exh99-1_13117.txt
<DESCRIPTION>PRESS RELEASE DATED NOVEMBER 15, 2004
<TEXT>
                                                                    EXHIBIT 99.1
                                                                    ------------

FOR IMMEDIATE RELEASE

COREY M. HOROWITZ, CHAIRMAN AND CEO
NETWORK-1 SECURITY SOLUTIONS, INC.
212-829-5770

                     NETWORK-1 REPORTS THIRD QUARTER RESULTS

            NEW YORK, November 15, 2004--Network-1 Security Solutions, Inc.
(OTC: NSSI:OB) today announced financial results for the third quarter ended
September 30, 2004.

            Network-1 reported a net loss from operations for the third quarter
ended September 30, 2004 of $(280,000), or $(0.02) per share, compared with a
net loss from operations of $(215,000) $.03 per share for the quarter ended
September 30, 2003. Network-1 reported an operating loss for the first nine
months of 2004 of $(862,000), or $(0.06) per share, compared with an operating
loss of $(635,000), or $(0.03) per share, for the first nine months of 2003. The
Company incurred a net loss of $(861,000) for the nine months ended September
30, 2004, compared to a net loss of $(211,000) for the nine months ended
September 30, 2003, which included a gain of $415,000 on the sale of its
software product line and related intellectual property to an unaffiliated third
party.

            Network-1 did not have revenues for the third quarter or nine months
ended September 30, 2004. Revenues during the comparable periods in 2003 were
related to the recognition of deferred revenue and amortization of deferred
maintenance revenues relating to the Company's software product line which was
discontinued in December 2002.

            In November 2003, Network-1 commenced a new business consisting of
the acquisition, development, licensing and protection of its intellectual
property which currently consists of a portfolio of telecommunications and data
networking patents. In February 2004, the Company initiated its licensing
efforts relating to its patent (U.S. Patent No. 6,218,930) covering the remote
delivery of power over Ethernet cables (the "Remote Power Patent").

            The Company's Remote Power Patent relates to, among other things,
several key technologies underlying the IEEE 802.3af Power Over Ethernet (PoE)
standard that was approved on June 13, 2003 by the Institute of Electrical and
Electronic Engineers (IEEE) (the Standard). The Standard governs the delivery of
power over Ethernet cables in order to remotely power network connected devices.

            The Company has commenced a program offering licensing opportunities
to those companies Network-1 believes would benefit from access to the
technologies covered by the Remote Power Patent, including manufacturers of
wireless switches, wireless access points, RFID card readers, VOIP telephones,
enterprise LAN switches and network cameras, all of whom the Company believes
would benefit from obtaining a license to the Remote Power Patent.
<PAGE>

            As previously announced, on March 31, 2004, PowerDsine, Inc.
commenced an action against the Company in the United District Court, Southern
District of New York (Civil Action No. 04 CV 2502) seeking a declaratory
judgment that the Company's patent (US. Patent No. 6,218,930) covering the
remote delivery of power over Ethernet cables (the Remote Power Patent) is
invalid and is not infringed by PowerDsine and/or its customers. PowerDsine is
the technology leader in the fast-growing PoE marketplace. The Company believes
its Remote Power Patent is valid and has meritorious defenses to the action. The
Company and PowerDsine are engaged in settlement discussions in an effort to
resolve the litigation. In the event the settlement discussions are not
successful, the Company intends to vigorously defend the lawsuit and take
whatever actions are necessary to protect its intellectual property. In the
event, however, that the Court granted the declaratory judgment and the patent
was determined to be invalid, such a determination would have a material adverse
effect on the Company.

            Cash and cash equivalents were $333,000 at September 30, 2004.
Management believes that based upon its current cash position, Network-1 will
have sufficient capital to fund its operations through January 2005, although
there is no assurance that such funds will not be expended prior thereto.
Network-1 is currently seeking financing necessary to continue its operations.


ABOUT NETWORK-1 SECURITY SOLUTIONS, INC.

Network-1 Security Solutions, Inc. is engaged in the acquisition, development,
licensing and protection of its intellectual property and proprietary
technologies. The Company owns six patents covering various telecommunications
and data networking technologies. As part of its business strategy it is
offering licenses to third parties who Network-I believes could benefit from the
technologies covered by its patents.

THIS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE "SAFE
HARBOR" PROVISIONS OF THE Private SECURITIES LITIGATION REFORM ACT OF 1995.
THESE STATEMENTS ADDRESS FUTURE EVENTS AND CONDITIONS CONCERNING THE COMPANY'S
BUSINESS PLANS. SUCH STATEMENTS ARE SUBJECT TO A NUMBER OF FACTORS AND
UNCERTAINTIES, SUCH AS FUTURE ECONOMIC CONDITIONS, TECHNOLOGY CHANGES, THE
ABILITY OF NETWORK-1 TO OBTAIN LICENSE AGREEMENTS FROM THIRD PARTIES FOR ITS
PATENT PORTFOLIO, UNCERTAINTY OF PATENT LITIGATION, THE COMPANY'S ABILITY TO
ACHIEVE REVENUES AND PROFITS FROM ITS PATENT PORTFOLIO, AND LEGISLATIVE,
REGULATORY AND COMPETITIVE DEVELOPMENTS. EXCEPT AS OTHERWISE REQUIRED TO BE
DISCLOSED IN PERIODIC REPORTS, THE COMPANY EXPRESSLY DISCLAIMS ANY FUTURE
OBLIGATION OR UNDERTAKING TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT
CONTAINED HEREIN.

The condensed statements of operations and consolidated balance sheets are
attached.
<PAGE>

NETWORK-1 SECURITY SOLUTIONS, INC.
CONDENSED STATEMENTS OF OPERATIONS

<TABLE><CAPTION>
                                               Three Months Ended                  Nine Months Ended
                                                  September 30,                       September 30,
                                         ------------------------------      ------------------------------
                                             2004              2003              2004              2003
                                         ------------      ------------      ------------      ------------
<S>                                      <C>               <C>               <C>               <C>
Revenue:
      Licenses                           $       --        $       --        $       --        $    130,000
      Services                                   --              12,000              --              88,000
                                         ------------      ------------      ------------      ------------

            Total revenue                        --              12,000              --             218,000

Cost of revenue:
      Cost of services                           --              17,000              --              51,000
                                         ------------      ------------      ------------      ------------
      Total cost of revenue                      --              17,000              --              51,000
                                                           ------------      ------------      ------------

Gross Profit                                     --              (5,000)             --             167,000
                                         ------------      ------------      ------------      ------------

Operating expense:
      General and administrative              280,000           212,000           862,000           802,000
                                         ------------      ------------      ------------      ------------
            Total operating expenses          280,000           212,000           862,000           802,000
                                         ------------      ------------      ------------      ------------

Loss before other income                     (280,000)         (217,000)         (862,000)         (635,000)
Interest income - net                            --               2,000             1,000             9,000
Gain on sale of assets                           --                --                --             415,000
                                         ------------      ------------      ------------      ------------

Net (loss)                               $   (280,000)     $   (215,000)     $   (816,000)     $   (211,000)
                                         ============      ============      ============      ============

(Loss) per common share:
      Basic                              $      (0.02)     $      (0.03)     $      (0.06)     $      (0.03)
                                         ============      ============      ============      ============
      Diluted                            $      (0.02)     $      (0.03)     $      (0.06)     $      (0.03)
                                         ============      ============      ============      ============

Weighted average shares:
      Basic                                15,012,572         8,314,458        14,108,917         8,314,458
                                         ============      ============      ============      ------------
      Diluted                              15,012,572         8,314,458        14,108,917         8,314,458
                                         ============      ============      ============      ============
</TABLE>
<PAGE>

CONDENSED BALANCE SHEET AS OF 09/30/04


          Cash and cash equivalents                               $ 333,000
                                                                  =========

          Total current assets                                    $ 345,000
                                                                  =========

          Total assets                                            $ 439,000
                                                                  =========

          Total current liabilities                               $ 615,000
                                                                  =========

          Liability to be settled with Equity Instrument          $ 117,000
                                                                  =========

          Total stockholders' equity (deficit)                    $(293,000)
                                                                  =========

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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