- Current report filing (8-K)
September 07 2012 - 2:53PM
Edgar (US Regulatory)
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): [insert date]
_______________________________
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
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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2
Bridge Avenue, 4th Floor
Red
Bank, NJ 07701
(Address of Principal Executive Offices) (Zip Code)
(732)
758-9000
(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:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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1
Item
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3.02
Unregistered
Sale of Equity Securities
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On
August 31, 2012, Network 1 Financial Group, Inc. (the “Company”) issued 2,355,430 million shares of $0.001 par value
Company common stock to Frank Ciolli (“FC”). As consideration for such shares, FC paid $94,217.20 in fully
paid for free trading securities. The sale was exempt from registration pursuant to Regulation D, promulgated under
the Securities Act of 1933, because FC 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)
memorializing the transaction (the “SPA”).
The
Company now has 55,340,487shares of common stock outstanding. FC owns or controls 2,855,430 shares of the Company’s
common stock, constituting 5.1% of the outstanding shares.
Item
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9.01
Financial
Statements and Exhibits
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(d)
Exhibits
Exhibit No
.
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Description
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10.1
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Subscription Agreement (Private Placement Securities Purchase
Agreement), by and between Network 1 Financial Group, Inc. and Frank Ciolli.
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2
SIGNATURES
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
September 7, 2012
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NETWORK 1 FINANCIAL GROUP, INC.
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By:
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/s/ Damon
Testaverde
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Damon Testaverde
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President
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3
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