- Statement of Beneficial Ownership (SC 13D)
24 Janeiro 2011 - 3:41PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington
,
D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
Network 1 Financial Group,
Inc.
(Name of Issuer)
COMMON STOCK (
$0.001
PAR VALUE PER SHARE)
(Title of Class of
Securities)
(CUSIP Number)
Arthur S. Marcus,
Esq.
Gersten Savage, LLP
600 Lexington Ave.
, 9
th
Floor
New York
,
NY
10022
212-752-9700
(Name, Address and Telephone Number of
Person
Authorized to Receive Notices and
Communications)
January 4, 2011
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
o
The information required on the
remainder of this cover page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING
PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Damon
Testaverde
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
o
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S.A.
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Number of Shares
Beneficially
Owned By Each
Reporting
Person With
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7
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SOLE VOTING
POWER
9,235,875
shares
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8
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SHARED VOTING
POWER
275,278
shares
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9
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SOLE DISPOSITIVE
POWER
9,235,875
shares
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10
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SHARED DISPOSITIVE
POWER
275,278
shares
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
9,511,153
shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
24.65%
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14
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TYPE OF REPORTING
PERSON
IN
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SCHEDULE 13D
Item 1.
Security and Issuer
Title and
Class:
Name and
Address of Issuer
This
Schedule 13D (this “Schedule”) relates to the common stock, par value $0.001 per
share (the “Common Stock”) of Network 1 Financial Group, Inc. a Delaware
Corporation (the “Issuer”), whose principal executive offices are located at 2
Bridge Avenue, 4
th
Floor,
Red Bank, NJ 07701
Item
2. Identity and Background
(a) Damon
Testaverde
(b)
Business Address; 2 Bridge Avenue, 4
th
Floor,
Red Bank, NJ 07701
(c)
Present Principal Occupation: President of Issuer, Network 1 Financial Group,
Inc.
(d) Mr.
Testaverde has not been convicted in a criminal proceeding during the last five
years.
(e)
During the last five years, Mr. Testaverde was not a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was not and is not subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr.
Testaverde is a citizen of the United States of America.
Item
3. Source and Amount of Funds or Other Consideration.
6,200,000
shares of Issuer’s Common stock were granted to Mr. Testaverde by the Issuer in
connection with, and in consideration for, his agreeing to act as President of
the Issuer.
Item 4. Purpose of
Transaction.
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a)
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Mr.
Testaverde has no plans or proposals to acquire additional shares of the
issuer or to dispose of the shares reported herein. However,
Mr. Testaverde may, from time to time, purchase or be granted additional
shares of the Issuer or sell shares of the Issuer depending on various
factors including market price and availability of
shares. Subject to the foregoing, Mr. Testaverde states that he
intends to hold the shares of the Issuer for
investment.
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b)
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Mr.
Testaverde has no plans or proposals which would result in an
extraordinary corporate transaction. However, should an
opportunity arise to effect such an extraordinary transaction which would
be beneficial to the economic interests of Issuer’s shareholders, Mr.
Testaverde may consider or effect such an extraordinary
transaction.
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c)
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Mr.
Testaverde has no plans or proposals which would result in a sale or
transfer of a material amount of assets of the
issuer.
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d)
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Mr.
Testaverde has no plans or proposals which would result in any change in
the present board of directors or management of the issuer, or any plans
or proposals to change the number or term of directors or to fill any
existing vacancies on the board.
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e)
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Mr.
Testaverde has no plans or proposals which would result in any material
change in the present capitalization or dividend policy of the
issuer.
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f)
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Mr.
Testaverde has no plans or proposals which would result in any other
material change in the issuer’s business or corporate
structure
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g)
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Mr.
Testaverde has no plans or proposals which would result in changes to the
Issuer’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the issuer by any
person.
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h)
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Mr.
Testaverde has no plans or proposals which would result in causing a class
of securities of the issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
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i)
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Mr.
Testaverde has no plans or proposals which would result in A class of
equity securities of the issuer becoming eligible for termination of
registration pursuant to Section 12(g) (4) of the Act;
and
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j)
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Mr.
Testaverde has no plans or proposals which would result in any action
similar to any of those enumerated
above.
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Item
5. Interest in Securities of the Issuer.
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(a)
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Mr.
Testaverde beneficially owns
9,235,875 shares. This
amount includes 104,000 warrants with an exercise price of $1.00 to
purchase 535,600 shares of common stock, which warrants expire on October
23, 2011. This amount also includes 5,000 shares owned by R.H.
Damon, Inc., a corporation over which Mr. Testaverde exercises voting and
investment control.
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(b)
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Mr.
Testaverde has the sole power to vote
9,235,875 shares. This
amount includes 104,000 warrants with an exercise price of $1.00 to
purchase 535,600 shares of common stock, which warrants expire on October
23, 2011. Mr. Testaverde has shared power to vote 275,278
shares of common stock, which stock is owned by Network 1 Financial
Securities, Inc., over which Mr. Testaverde shares control, in the form of
53,452 warrants with an exercise price of approximately $1.00
each.
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(c)
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6,200,000
shares of Issuer’s Common stock were granted to Mr. Testaverde by the
Issuer in connection with, and in consideration for, his agreeing to act
as President of the Issuer on January 4,
2011.
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(d)
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No
other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities.
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Item
6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
53,452
warrants with an exercise price of approximately $1.00 to purchase of total of
275,278 shares of common stock which expire October 23, 2011 are owned by
Network 1 Financial Securities, Inc., over which Mr. Testaverde shares control
with Mr. William Hunt and Mr. Richard Hunt.
5,000
shares of common stock are owned by R. H. Damon, Inc., a corporation over which
Mr. Testaverde exercises voting and investment control.
Item
7. Exhibits
N/A
Signature
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: January 20,
2011
Signature:
/s/ Damon
Testaverde
Name/Title: Damon Testaverde, President,
Network 1 Financial Group, Inc.
Network 1 Financial (CE) (USOTC:NTFL)
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