- Amended Termination of Registration of a Class of Security under Section 12(b) (15-12B/A)

U NITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 001-14753

Network 1 Financial Group, Inc.

(Exact name of registrant as specified in its charter)

2 Bridge Ave, Suite 241, Red Bank, NJ 07701

(732)-758-9001

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Common Stock, $.0001 par value

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

	Rule 12g-4(a)(1)	þ

	Rule 12g-4(a)(2)	o

	Rule 12h-3(b)(1)(i)	o

	Rule 12h-3(b)(1)(ii)	o

	Rule 15d-6	o

Approximate number of holders of record as of the certification or notice date: 126

Pursuant to the requirements of the Securities Exchange Act of 1934 Network 1 Financial Group, Inc has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.