-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001072613-06-000903.txt : 20060417
<SEC-HEADER>0001072613-06-000903.hdr.sgml : 20060417
<ACCEPTANCE-DATETIME>20060417153721
ACCESSION NUMBER:		0001072613-06-000903
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060412
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060417
DATE AS OF CHANGE:		20060417

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:		06762293

	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_14280.txt
<DESCRIPTION>FORM 8-K DATED APRIL 11, 2006
<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):  April 12, 2006
                                                   --------------


                       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.)

     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 (SEE General Instruction A.2. below):

[ ]  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))
================================================================================
<PAGE>

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On April 12, 2006, the Company issued a press release announcing its
results of operations for the year ended December 31, 2005. A copy of the press
release is furnished herewith as Exhibit 99.1.

     The information contained in this Item 2.02, including Exhibit 99.1
attached hereto, is being furnished and shall not be deemed to be "filed" for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that Section. Furthermore, the
information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to
be incorporated by reference into any registration statement or other document
filed pursuant to the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS ARE EXHIBITS

Exhibit Number         Description
- --------------         -----------

    99.1               Press Release, dated April 12, 2006
























                                        2
<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: April 17, 2006              By: /s/ Corey M. Horowitz
                                       ------------------------------
                                       Name:  Corey M. Horowitz
                                       Title: Chairman & Chief Executive Officer
































                                        3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>exhibit99-1_14280.txt
<DESCRIPTION>PRESS RELEASE DATED APRIL 12, 2006
<TEXT>
                                                                    EXHIBIT 99.1
                                                                    ------------

FOR IMMEDIATE RELEASE

Corey M. Horowitz, Chairman and CEO
Network-1 Security Solutions, Inc.
(212) 829-5770



                NETWORK-1 REPORTS 2005 YEAR-END FINANCIAL RESULTS



     NEW YORK, NEW YORK APRIL 12, 2006-- Network-1 Security Solutions, Inc. (OTC
BB: NSSI-NEWS), a company specializing in the acquisition, licensing, and
protection of its intellectual property and proprietary technologies, today
announced financial results for the year ended December 31, 2005. Network-1
reported a net loss of ($1,332,000) for the year ended December 31, 2004 as
compared to a net loss of ($1,953,000) for the year ended December 31, 2005.
Included in net loss for 2005 are reversals of prior year accrued expenses of
$385,000.


     Net loss attributable to common stockholders for the year ended December
31, 2005 was $(1,832,000) or $(0.10) per share, which included a deemed dividend
of $500,000 relating to an extension to March 22, 2006 of the exercise period
for the Company's Series D warrants to purchase 1,352,152 shares of common
stock. The net loss attributable to common stockholders was ($3,405,000) or
($0.26) per share for the year ended December 31, 2004.


     Network-1 had no revenues for the year ended December 31, 2005. Cash and
cash equivalents were $938,000 at December 31, 2005. During the first quarter
ending March 31, 2006 all of the Series D warrants were exercised resulting in
aggregate proceeds to the Company of $1,493,726. At March 31, 2006, the Company
had approximately $2,034,000 in cash and cash equivalents which management
believes will be sufficient to fund its operations until December 2007.


     Highlights of the 2005 fiscal year included:

     o    During the first quarter, the Company completed the second closing of
          a private placement which resulted in aggregate gross proceeds to the
          Company of $2,685,000.

     o    During the third quarter of 2005, the Company settled its outstanding
          litigation with PowerDsine, Inc, which dismissed, with prejudice, a
          lawsuit brought by PowerDsine that sought a declaratory judgment that
          the Company's Remote Power Patent (U.S. Patent No. 6,218,930) was
          invalid and not infringed by PowerDsine and/or its customers.

     o    During the third quarter of 2005, the Company initiated patent
          litigation against D-Link Corporation and D-Link Systems, Inc. in the
          United States District Court for the Eastern District of Texas, Tyler
          Division for infringement of the Remote Power Patent. The date of the
          Markman hearing has been set for September 19, 2007 and the trial date
          has been set for March 2007.


<PAGE>

     "We accomplished several key milestones in 2005 to help position Network-1
to bring further clarity to the value of the Company's Remote Power Patent",
commented Corey M. Horowitz, Chairman and CEO of Network-1. "We successfully
resolved the outstanding litigation with PowerDsine, and we established a date
for our Markman hearing on claim construction for September 19, 2006 in Tyler,
Texas in our litigation with D-Link. It is important to recognize that this
hearing will be a significant event as we proceed to trial on March 3, 2007.
While the outcome of the litigation is still uncertain, we have taken all the
steps necessary to ensure that our case will proceed in a timely manner and that
we have the capital required to protect our intellectual property."

     The Remote Power Patent relates to, among other things, the delivery of
power over Ethernet cables in order to remotely power network connected devices
including, among others, wireless switches, wireless access points, RFID card
readers, VOIP telephones and network cameras. In June 2003, the Institute of
Electrical and Electronic Engineers (IEEE) approved the IEEE 802.3af Power over
Ethernet ("PoE") standard which has led to the rapid adoption of PoE.

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. It currently owns six patents covering various telecommunications
and data networking technologies and is currently focusing its licensing efforts
on its Remote Power Patent (U.S. Patent No. 6,218,930) covering the remote
delivery of power over Ethernet networks. The Remote Power Patent was granted by
the U.S. Office of Patents and Trademarks on April 17, 2001 and expires on March
7, 2020.

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 RISK FACTORS AND
UNCERTAINTIES AS DISCLOSED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE
YEAR ENDED DECEMBER 31, 2005 INCLUDING, AMONG OTHERS, 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, THE COMPANY'S ABILITY TO RAISE CAPITAL WHEN
NEEDED, FUTURE ECONOMIC CONDITIONS AND TECHNOLOGY CHANGES 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 condensed balance sheets are
attached.

                                        2
<PAGE>

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

                                                     Year Ended December 31,
                                                      2005             2004
                                                  ------------     ------------
Total operating expenses                          $  1,756,000        1,956,000
Operating loss                                    $ (1,756,000)    $ (1,956,000)
Reversal of prior year accruals and other
 income                                           $    424,000           $ 3000
                                                  ------------     ------------
Net Loss                                          $ (1,332,000)    $ (1,953,000)

Deemed dividend on Conversion of common to
 Preferred                                                 --      $   (273,000)

Deemed dividend on extension of warrants
 and warrants issued in connection with
 anti-dilution provision                          $   (500,000)    $ (1,179,000)
                                                  ------------     ------------

Net Loss attributable to common stockholders      $ (1,832,000)    $ (3,405,000)
                                                  ============     ============

Per Common Share - Basic and Diluted
  Net Loss available to common stockholders       $      (0.10)    $      (0.26)
                                                  ============     ============

Weighted average number of shares
 outstanding - basic and diluted                    17,676,202       13,184,551


                                        3
<PAGE>

CONDENSED BALANCE SHEET AS OF 12/31/05


Cash and cash equivalents                         $    938,000
                                                  ============

   Total current assets                           $  1,023,000
                                                  ============

   Total assets                                   $  1,115,000
                                                  ============

   Total current liabilities                      $    363,000
                                                  ============

   Total long term liabilities                    $          0
                                                  ============

   Total stockholders' equity                     $    752,000
                                                  ============


                                        4


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