NETWORK 1 FINANCIAL GROUP, INC.

Except as described above, we have not modified or updated disclosures presented in the original Form 10-K and Amendment No. 1 in this amendment. Accordingly, this amendment does not reflect events occurring after the filing of our original Form 10-K or modify or update those disclosures, including the exhibits to the original Form 10-K, affected by subsequent events. As such, this Amendment speaks only as of the date the Original Annual Report was filed, and the Company has not undertaken herein to amend, supplement or update any information contained in the Original Annual Report to give effect to any subsequent events.. Accordingly, this amendment should be read in conjunction with the original Form 10-K and Amendment No. 1 and our other reports filed with the SEC subsequent to the filing of our Form 10-K, including any amendments to those filings.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated certifications by our principal executive officer and principal financial officer are filed as exhibits to this amendment under Item 15 of Part IV hereof.

During the year ended June 30, 2011, NETW investment banking fees for the year were $293,799 a decrease of $950,984 or 76.4%, and its investment advisory consulting fees for the year ending June 30, 2011 were $411,775 a decrease of $237,684 or 36.6% versus the fiscal year ending June, 30 2010.  In the same period, we had commission income and trading profits of $1,269,563 or an increase of $320,576 or 33.8% over the fiscal year ending June 30, 2010. The decrease in investment banking fees was attributable to fewer large private placements and the decrease in advisory consulting fees was due to lower fees paid by companies seeking our services.  The increase in commissions earned in NETW’s daily transaction business was due primarily to adding more retail registered representatives which resulted in an increase in activity from NETW’s retail clients.  The increase in trading profits was due to increased market volatility.  Overall, NETW experienced an increase in losses in the year ended June 30, 2011 compared to the same period in the prior year.

The company has a promissory note receivable of $100,000 bearing interest of 6% per annum. The note is payable on November 18, 2011. The balance outstanding is $59,002 and $ 90,212 as of June 30, 2011 and 2010 respectively. The promissory note is receivable from an affiliated company, Network 1 Financial Advisors Inc., whose officers and shareholders are officers and shareholders’ of the Company

Damon D. Testaverde was appointed President and CEO on January 4, 2011. Mr. Testaverde has more than 35 years in the financial industry; he has been involved in investment banking for more than 30 years. Mr. Testaverde has held senior management positions of several broker dealers and currently holds various license’s including general principal, financial principal, municipal principal, investment banking with FINRA. He was appointed Secretary and a member of the Board of Directors of the Company following the consummation of the Reverse Merger on June 9, 2009 and served in that capacity until January 4, 2011. Since July 1994, Mr. Testaverde has been the managing director of NETW. From May 1991 until June 1995, Mr. Testaverde served as President and Chief Executive officer of TekInsight. From 1989 to March 1991, Mr. Testaverde served as the principal stockholder of R.H. Damon & Company, Inc. a full service securities broker-dealer. From 1980 to 1986, he served in the capacity of President of S.D. Cohn & Co., Inc., a full service securities broker-dealer. He is currently a FINRA Registered Representative. He received his B.A. in Accounting from Pace University.