Edgar Filing: NETWORK 1 SECURITY SOLUTIONS INC

================================================================================

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________

FORM 10-QSB
_______________

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______

COMMISSION FILE NUMBER 1-14896

NETWORK-1 SECURITY SOLUTIONS, INC.
--------------------------------------------------------------------------------
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

DELAWARE 11-3027591
--------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

445 Park Avenue, Suite 1028, New York, New York 10022
--------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

212-829-5770
--------------------------------------------------------------------------------
(Issuer's Telephone Number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X]

The number of shares of Common Stock, $.01 par value per share, outstanding as
of May 10, 2006 was 19,049,724

Transitional Small Business Disclosure Format (check one): Yes [_] No [X]
================================================================================

NETWORK-1 SECURITY SOLUTIONS, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)

NETWORK-1 SECURITY SOLUTIONS, INC.

INDEX

Page No.

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS
Condensed Balance Sheets as of March 31, 2006 (unaudited)
and December 31, 2005............................................... 3

Condensed Statements of Operations for the three months
ended March 31, 2006 and 2005 (unaudited)........................... 4

Condensed Statements of Cash Flows for the three months
ended March 31, 2006 and 2005 (unaudited)........................... 5

Notes to Condensed Financial Statements............................. 6

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION........... 14

Item 3. CONTROLS AND PROCEDURES............................................. 22

PART II. OTHER INFORMATION

Item 1. Legal Proceedings................................................... 22

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds......... 22

Item 3. Defaults Upon Senior Securities..................................... 23

Item 4. Submission of Matters to a Vote of Security Holders................. 23

Item 5. Other Information................................................... 23

Item 6. Exhibits............................................................ 23

SIGNATURES................................................................... 24

NETWORK-1 SECURITY SOLUTIONS, INC.

CONDENSED BALANCE SHEETS

MARCH 31, DECEMBER 31,
2006 2005
============ ============
(UNAUDITED)

ASSETS
------
Current assets:
Cash and cash equivalents $ 2,042,000 $ 938,000
Prepaid Insurance and other current assets 62,000 85,000
------------ ------------

Total current assets 2,104,000 1,023,000

Security Deposits 6,000 6,000
Patents 84,000 86,000
------------ ------------
$ 2,194,000 $ 1,115,000
============ ============

LIABILITIES
-----------
Current liabilities:
Accounts payable $ 128,000 $ 162,000
Accrued expenses and other current liabilities 88,000 201,000
------------ ------------

Total current liabilities 216,000 363,000
------------ ------------

Commitments and contingencies

STOCKHOLDERS' EQUITY
--------------------
Common stock - $0.01 par value ; authorized 50,000,000 shares;
19,049,724 shares issued and outstanding at March 31, 2006 and
17,697,572 at December 31, 2005 190,000 177,000

Additional paid-in capital 46,425,000 44,896,000
Accumulated deficit (44,637,000) 44,321,000
------------ ------------

1,978,000 752,000
------------ ------------
$ 2,194,000 $ 1,115,000
============ ============

See notes to condensed financial statements

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

THREE MONTHS ENDED MARCH 31,
==============================
2006 2005
============ ============

Operating expenses:
General and administrative $ 328,000 $ 238,000
Patent Cost -- 500,000
------------ ------------

LOSS BEFORE INTEREST INCOME (328,000) (738,000)
Interest income - net 12,000 7,000
------------ ------------

Net Loss (316,000) (731,000)

Deemed dividend on additional warrant
anti-dilution adjustment -- (6,000)
------------ ------------

Net loss attributable to common stockholders $ (316,000) $ (737,000)
============ ============

LOSS PER COMMON SHARE - BASIC AND DILUTED $ (0.02) $ (0.04)
============ ============

WEIGHTED AVERAGE COMMON SHARES - BASIC AND DILUTED 17,832,787 17,617,572
============ ============

See notes to condensed financial statements

NETWORK-1 SECURITY SOLUTIONS, INC.
CONDENSED STATEMENTS OF CASH FLOW

THREE MONTHS ENDED MARCH 31,
==============================
2006 2005
============ ============

Cash flows from operating activities:
Net loss $ (316,000) $ (731,000)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 2,000 1,000

Valuation adjustment for stock options -- (29,000)

Non-Cash Option Vesting Charge 48,000 --
Changes in:
Prepaid expenses and other current assets 23,000 24,000
Accounts payable, accrued expenses and other
current liabilities (147,000) (317,000)
------------ ------------

Net cash used in operating activities (390,000) (1,052,000)
------------ ------------
Cash Flows from Investing Activities -- --

------------ ------------
Cash Flows from Financing Activities
Issuance of Common Stock 1,494,000 600,000

------------ ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS (1,104,000) (452,000)
Cash and cash equivalents, beginning of period 938,000 2,177,000
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,042,000 $ 1,725,000
============ ============

See notes to condensed financial statements

NETWORK-1 SECURITY SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1] BASIS OF PRESENTATION:

The accompanying condensed financial statements as of March 31, 2006 and for the
three month periods ended March 31, 2006 and March 31, 2005, are unaudited, but,
in the opinion of the management of Network-1 Security Solutions, Inc. (the
"Company"), contain all adjustments consisting only of normal recurring items
which the Company considers necessary for the fair presentation of the Company's
financial position as of March 31, 2006, and the results of its operations and
its cash flows for the three month periods ended March 31, 2006 and March 31,
2005. The condensed financial statements included herein have been prepared in
accordance with the accounting principles generally accepted in the United
States of America for interim financial information and the instructions to Form
10-QSB. Accordingly, certain information and footnote disclosures normally
included in the financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been omitted
pursuant to such rules and regulations, although management believes that the
disclosures are adequate to make the information presented not misleading. These
financial statements should be read in conjunction with the audited financial
statements for the year ended December 31, 2005 included in the Company's Annual
Report on Form 10-KSB filed with the Securities and Exchange Commission. The
results of operations for the three months ended March 31, 2006 are not
necessarily indicative of the results of operations to be expected for the full
year.

[2] BUSINESS:

(a) The principal business of the Company is the acquisition, development,
licensing and protection of its intellectual property. The Company presently
owns six patents (the "Patent Portfolio") covering various telecommunications
and data networking technologies including, among others, patents covering the
delivery of power over Ethernet cable for the purpose of remotely powering
network devices, and the transmission of audio, video and data over computer and
telephony networks. The Company's strategy is to pursue licensing and strategic
business alliances with companies in the industries that manufacture and sell
products that make use of the technologies underlying its patents as well as
with other users of the technology who benefit directly from the technology
including corporate, educational and governmental entities.

In February 2004, the Company initiated licensing efforts relating to one of its
patents (U.S. Patent No. 6,218,930) covering the remote delivery of power over
Ethernet cables (the "Remote Power Patent"). To date the Company has not entered
into any license agreements with third parties with respect to its Remote Power
Patent.

NETWORK-1 SECURITY SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

[2] BUSINESS: (CONTINUED)

(b) As reflected in the accompanying financial statements, the Company has
incurred substantial losses and has experienced net cash outflows from
operations for 2005 and the three month period ended March 31, 2006. For the
year ended December 31, 2005 and the three month period ended March 31, 2006,
the Company had no revenue from operations. The Company will continue to have
operating losses for the foreseeable future until it is successful in licensing
its patented technologies. The Company is dependent upon debt and equity
financing until it generates cash flows from operations. During the three month
period ended March 31, 2006, warrants to purchase 1,352,152 shares of common
stock were exercised, at exercise prices of $1.00 and 1.114 per share, resulting
in aggregate proceeds to the Company of $1,493,726. The Company has cash and
cash equivalents of $2,042,000 as of March 31, 2006. The Company believes its
current cash position will more likely than not be sufficient to satisfy the
Company's operations and capital requirements until December 2007, although
there can be no assurance that such funds will not be expended prior thereto.

[3] STOCK-BASED COMPENSATION:

In December 2004, the FASB issued Statement No. 123 (Revised 2004), "Share-Based
Payment" ("SFAS No. 123R"). SFAS No. 123R supersedes APB 25 and requires the
recognition of the cost of employee services received in exchange for stock
options and awards of equity instruments based on the grant-date fair value of
such options and awards, over the period they vest. Under APB 25, no
compensation was recorded in earnings for the Company's stock-based options
granted under the 1996 Stock Incentive Plan (the "Plan"). The pro forma effects
on net income and earnings per share for the awards issued under the Plan were
instead disclosed in a footnote to the financial statements. Under SFAS No.
123R, all share-based compensation is measured at the grant date, based on the
fair value of the award, and is recognized as an expense in earnings over the
requisite service period. On January 1, 2006, the Company adopted the provisions
of SFAS No. 123R, for its share-based compensations plans and began recognizing
the unvested portion of employee compensation from stock options and awards
equal to the unamortized grant-date fair value over the remaining vesting
period. Furthermore, compensation costs will also be recognized for any awards
issued, modified, repurchased, or canceled after January 1, 2006.

NETWORK-1 SECURITY SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

[3] STOCK-BASED COMPENSATION: (continued)

THREE MONTHS ENDED
MARCH 31, 2005
============
Reported net loss attributable to common stockholders $ (731,000)
Stock-based employee compensation expense included in the
reported net loss, net of related tax effects --
Stock-based employee compensation determined under the
fair value-based method, net of related tax effects (433,000)
------------

Pro forma net loss (1,164,000)
============

Loss per common share (basic and diluted):
As reported $ (0.07)
============

Pro forma $ (0.05)
============

On February 2, 2006, the Company granted options to two directors to purchase
15,000 shares each at an exercise price of $1.31 per share and a consultant to
purchase 75,000 shares at an exercise price of $1.20 per share. The director
options vest over one year period at the rate of 3,750 shares per quarter
beginning May 4, 2006 and the consultant options vest over one year period at
the rate of 18,750 shares per quarter beginning March 31, 2006. The Company
recorded compensation expenses of $15,000 for these options during the quarter
ended March 31, 2006 based on the Black-Scholes option-pricing model. In
addition, during the quarter ended March 31, 2006, the Company also recorded
compensation expense of $15,000 and $18,000 for the vested portion of options
granted to directors and consultants, respectively, prior to January 1, 2006.

The fair value of each option grant on the date of grant is estimated using the
Black-Scholes option-pricing utilizing the following weighted average
assumptions:

THREE MONTHS ENDED MARCH 31,
============================

2006 2005
-------- --------
Risk-free interest rates 4.51% 3.95%
Expected option life in years 5 yrs. 7.00
Expected stock price volatility 69.8% 220.65%
Expected dividend yield 0.00% 0.00%

NETWORK-1 SECURITY SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

[4] REVENUE RECOGNITION:

The Company plans on recognizing revenue received from the licensing of its
intellectual property portfolio in accordance with Staff Accounting Bulletin No.
104, "Revenue Recognition" ("SAB No. 104") and related authoritative
pronouncements. Revenue is recognized when (i) persuasive evidence of an
arrangement exists, (ii) all obligations have been performed pursuant to the
terms of the license agreement, (iii) amounts are fixed or determinable and (iv)
collectibility of amounts is reasonably assured.

[5] LOSS PER SHARE:

Basic net loss per share is calculated by dividing the net loss by the weighted
average number of outstanding common shares during the period. Diluted per share
data includes the dilutive effects of options, warrants and convertible
securities. Potential shares of 9,826,943 and 11,495,493 at March 31, 2006 and
2005, respectively, are anti-dilutive, and are not included in the calculation
of diluted loss per share. Such potential common shares reflect options and
warrants.

[6] CASH EQUIVALENTS:

The Company places cash investments in high quality financial institutions
insured by the Federal Deposit Insurance Corporation ("FDIC"). At March 31,
2006, the Company maintained cash balance of approximately $1,927,000 in excess
of FDIC limits.

NOTE B - AMENDED PATENT PURCHASE AGREEMENT:

In November 2003, the Company acquired a portfolio of telecommunications and
data networking patents (six patents) from Merlot Communications, Inc.
("Merlot"). The purchase price for the Patent Portfolio was $100,000, paid in
cash. The cash price paid has been capitalized and is being amortized over the
remaining useful life of each patent. In addition, the Company granted Merlot a
non-exclusive, royalty free, perpetual license for the term of each patent to
use the patents for the development, manufacture or sale of its own branded
products to end users. The Company had agreed to pay Merlot 20% of the net
income, as defined, after the first $4,000,000 of net income realized by the
Company on a per patent basis from the sale or licensing of the patents. On
January 18, 2005, the Company and Merlot amended the Patent Purchase Agreement
(the "Amendment") pursuant to which the Company paid additional purchase price
of $500,000 to Merlot in consideration for the restructuring of future
contingent payments to Merlot from the licensing or sale of the Patents. The
Amendment provides for future contingent payments by the Company to Merlot of
$1.0 million upon achievement of $25 million of Net Royalties (as defined), an
additional $1.0 million upon achievement of $50 million of Net Royalties and an
additional $500,000 upon achievement of $62.5 million of Net Royalties from
licensing or sale of the patents acquired from Merlot. Certain principal

NETWORK-1 SECURITY SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE B - AMENDED PATENT PURCHASE AGREEMENT: (continued)

stockholders of the Company and related parties are also principal stockholders
of Merlot and were also directors of Merlot at the time of the original
agreement in November 2003 and the Amendment. The Company has treated this
expenditure as an expense called Patent Costs for the three months ended March
31, 2006.

NOTE C - PRIVATE PLACEMENT

[1] On January 13, 2005, the Company completed a second closing with respect to
an aggregate private placement of $2,685,000 of securities (first closing
completed in December 2005), which consisted of an additional 600,000 shares of
common stock and warrants to purchase an additional 450,000 shares of common
stock for an aggregate purchase price of $600,000. As part of the private
placement, the Company filed a registration statement with the SEC and has
registered for resale the common stock and the shares issuable upon exercise of
the warrants.

[2] In January 2005, in connection with the private placement and anti-dilutive
provisions for the warrants previously issued to Falconstor Software, Inc. the
Company issued warrants to purchase 6,287 shares of common stock at an exercise
price of $1.00 per share expiring in October 2006. The associated expense, which
is treated as an imputed dividend, is based on the fair value of these warrants
using the Black-Scholes model utilizing the risk-free interest rate of 3.01%,
life of 2 years, volatility of 270% and dividend yield of 0%. Such expense was
$6,000 and is presented as deemed dividend included in the accompanying
statement of operations for the three months ended March 31, 2005.

NOTE D - LIABILITY TO BE SETTLED WITH EQUITY INSTRUMENTS

On April 18, 2002, in consideration of additional consulting and financial
advisory services, the Company issued to CMH Capital Management Corp., an entity
solely owned by Corey M. Horowitz, Chairman and Chief Executive Officer of the
Company, an option to purchase 750,000 shares of the common stock at an exercise
price of $1.20 per share, which was the market price of the Company's common
stock on the date of issuance. The options vested over a three-year period in
equal amounts of 250,000 per year beginning April 18, 2003. These options are
treated as contingent options and were originally priced in the quarter ended
June 30, 2002 at $416,000. Subsequently, they are revalued at each balance sheet
date. On April 18, 2003, 250,000 of these options vested, having a fair value of
$5,000. Accordingly, $5,000 was reallocated to additional paid-in capital with a
corresponding reduction to the liability. On April 18, 2004, 250,000 of these
options vested having a fair value of $51,000. Accordingly, $51,000 was
reallocated to additional paid-in-capital with a corresponding reduction to the
liability. On April 18, 2005, the remaining 250,000 options were vested and
revalued from $294,000 at December 31, 2004 to $262,000 which was reallocated to
additional paid in capital. Any increase or decrease in the valuation has been
reflected as an addition or reduction of general and administrative expenses at
each balance sheet date.

NETWORK-1 SECURITY SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE E - COMMITMENTS AND CONTINGENCIES

On November 30, 2004, the Company entered into a master services agreement (the
"Agreement") with ThinkFire Services USA, Ltd. ("ThinkFire") pursuant to which
ThinkFire has been granted the exclusive worldwide rights (except for direct
efforts by the Company and related companies) to negotiate license agreements
for the Remote Power Patent with respect to certain potential licensees agreed
to between the parties. Either the Company or ThinkFire can terminate the
Agreement upon 60 days' notice for any reason or upon 30 days' notice in the
event of a material breach. The Company has agreed to pay ThinkFire a fee not to
exceed 20% of the royalty payments received from license agreements consummated
by ThinkFire on its behalf.

In August 2005, the Company entered into an agreement with Blank Rome, LLP
("Blank Rome"), a national law firm, pursuant to which Blank Rome has been
engaged to represent the Company in connection with all litigation involving the
Company's remote power patent. Blank Rome has agreed to represent the Company
with respect to each litigation pertaining to the Remote Power Patent on a full
contingency basis (except for any proceeding before the International Trade
Commission). As compensation for its services on a full contingency basis, Blank
Rome will receive from the Company percentages of Net Consideration (as defined
in the agreement) ranging from 12.5% to 35% received by the Company by way of
settlement or judgment in connection with each litigation matter. The Company
has also agreed to compensate Blank Rome in an amount equal to 10% of the Net
Consideration received by the Company from certain designated parties mutually
agreed upon by the Company and Blank Rome in the event such designated parties
enter into license agreements or similar agreements with the Company.

In March 2006, the Company entered into a one year agreement with Alliance
Advisors, LLC ("Alliance") pursuant to which Alliance provides financial and
public relations services to the Company. In consideration for such services,
the Company pays Alliance a fee of $7,000 per month. In addition, the Company
agreed to issue to Alliance 80,000 shares of common stock (subject to a pro-rata
reduction if the agreement is terminated prior to one year).

NOTE F - EMPLOYMENT ARRANGEMENTS AND OTHER AGREEMENTS

On November 26, 2004, the Company entered into an employment agreement with
Corey M. Horowitz pursuant to which he agreed to continue to serve as Chairman
and Chief Executive Officer of the Company for a two-year term at an annual base
salary of $250,000 for the first year and $275,000 for the second year. Mr.
Horowitz was also issued options to purchase an aggregate of 1,500,000 shares of
the Company's common stock consisting of (i) a ten (10) year fully vested option
to purchase 1,100,000 shares at an exercise price of $0.25 per share, and (ii) a
five year option to purchase 400,000 shares at an exercise price of $0.68 per
share which vest 50% on the date of grant and 50% one year thereafter, subject
to acceleration upon a change of control. In addition, Mr. Horowitz will receive
a bonus of 5% of the Company's royalties or other payments received from
licensing its patents. This bonus will continue to be paid to Mr. Horowitz for a
period of five (5) years following the term of the employment agreement with
respect to licenses entered into by the Company during the term of the
employment agreement, provided that he has not been terminated by the Company
"for cause" or by Mr. Horowitz himself without "good reason". Mr. Horowitz shall
receive severance equal to 12

NETWORK-1 SECURITY SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

months base salary in the event his employment is terminated "without cause" or
by Mr. Horowitz for "good reason".

In accordance with his employment agreement (as amended on March 29, 2006) Mr.
Horowitz was also granted certain anti-dilution rights which provide that if at
any time during the period ending November 26, 2006, in the event that the
Company completes an offering of its common stock or any securities convertible
or exercisable into common stock (exclusive of securities issued upon exercise
of outstanding options, warrants or other convertible securities), he will
receive, at the same price as the securities issued in the financing, such
number of additional stock options so that he maintains the derivative ownership
percentage (20.11%) of the Company based upon options and warrants owned by him
and CMH (exclusive of his ownership of shares of common stock) as he owned as of
the date of his employment agreement (November 26, 2004); provided, that, the
aforementioned anti-dilution protection shall be afforded to Mr. Horowitz up to
maximum future financings aggregating $2.5 million. As a result of the closings
of the private placement on December 31, 2004 and January 13, 2005 and in
accordance with the anti-dilution protection afforded to Mr. Horowitz in his
employment agreement, Mr. Horowitz earned seven year options to purchase an
aggregate of 1,195,361 shares at an exercise price of $1.18 per share. The
Company did not recognize any compensation expense as the exercise price for
these options exceeded the market price on the date of grant.

NOTE G - LITIGATION

POWERDSINE SETTLEMENT

On November 17, 2005, the Company entered into a Settlement Agreement with
PowerDsine, Inc. (NASDAQ: PDSN) and PowerDsine Ltd. (collectively, "PowerDsine")
which dismissed, with prejudice, patent litigation brought by PowerDsine against
the Company in March 2004 in the United States District Court for the Southern
District of New York 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.

Under the terms of the Settlement Agreement, the Company agreed that it will not
initiate litigation against PowerDsine for its sale of Power over Ethernet (PoE)
integrated circuits. In addition, the Company has agreed that it will not seek
damages for infringement from customers that incorporate PowerDsine integrated
circuit products in PoE capable Ethernet switches manufactured on or before
April 30, 2006. PowerDsine has agreed that it will not initiate, assist or
cooperate in any legal action relating to the Remote Power Patent. The Company
has also agreed that it will not initiate litigation against PowerDsine or its
customers for infringement of the Remote Power Patent arising from the
manufacture and sale of PowerDsine Midspan products for three years following
the dismissal date (November 23, 2005). Following such three year period, the
Company may seek damages for infringement of the Remote Power Patent from
PowerDsine or its customers with respect to the purchase and sale of Midspan
products beginning 90 days following the dismissal date of the litigation. The
benefits afforded to PowerDsine under the Settlement Agreement will cease in the
event PowerDsine institutes, assists or cooperates in any legal proceeding
related to the Remote Power Patent adverse to the Company (unless otherwise
required by law to do so) and PowerDsine customers will also forfeit benefits
under the Settlement Agreement if they engage in similar action.

NETWORK-1 SECURITY SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

No licenses to use the technologies covered by the Remote Power Patent were
granted to PowerDsine or its customers under the terms of the settlement. The
Settlement Agreement further provides that PowerDsine is obligated to provide
each of its customers with written notice of the settlement which notice shall
disclose that no license for the Remote Power Patent has been provided to
PowerDsine's customers and that in order to combine, modify or integrate any
PowerDsine product with or into any other device or software, PowerDsine's
customers may need to receive patent license(s) for such third party patents
which is the customer's responsibility. For the full text of the Company's
Settlement Agreement with PowerDsine, see Exhibit 10.1 of the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission on November
17, 2005.

D-LINK LITIGATION

On August 10, 2005, the Company commenced patent litigation against D-Link
Corporation and D-Link Systems, Incorporated in the United States District Court
for the Eastern District of Texas, Tyler division (Civil Action No. 6:05W291),
for infringement of the Company's Remote Power Patent. The Company's complaint
seeks, among other things, a judgment that its Remote Power Patent is
enforceable and has been infringed by the defendants. The Company also seeks a
permanent injunction restraining the defendants from continued infringement, or
active inducement of infringement by others, of the Company's Remote Power
Patent. On February 27, 2006, the D-Link defendants filed answers and asserted
counterclaims. In their answers, the D-Link defendants asserted that they did
not infringe any valid claim of the Remote Power Patent, and further asserted
that the asserted patent claims are invalid and/or unenforceable. In addition to
these defenses, the D-Link defendants also asserted counterclaims for, among
other things, non-infringement, invalidity and unenforceability of the Remote
Power Patent. On February 7, 2006, Judge Leonard Davis set a Markman hearing on
claim construction for September 19, 2006 and set a trial date of March 7, 2007.
In addition, at the proceeding, all of the outstanding motions to dismiss or
transfer the case made by the defendants were denied by Judge Davis. In March
2006, the D-Link defendants filed a writ of mandamus to overturn the Court's
decision to maintain the action in the Eastern District of Texas. The Company
intends to vigorously oppose such writ. In the event the Court determines that
its Remote Power Patent was not valid or enforceable, and/or that the defendants
did not infringe any such determination would have a material adverse effect on
the Company.

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS FORWARD-LOOKING STATEMENTS WHICH
ARE FORWARD-LOOKING STATEMENTS THAT INCLUDE INFORMATION BASED UPON BELIEF OF THE
COMPANY'S MANAGEMENT, AS WELL AS ASSUMPTIONS MADE BY AND INFORMATION AVAILABLE
TO MANAGEMENT. STATEMENTS CONTAINING TERMS SUCH AS "BELIEVES", "EXPECTS",
"ANTICIPATES", "INTENDS" OR SIMILAR WORDS ARE INTENDED TO IDENTIFY FORWARD
LOOKING STATEMENTS. ACTUAL RESULTS, EVENTS AND CIRCUMSTANCES (INCLUDING FUTURE
PERFORMANCE, RESULTS AND TRENDS) COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN
SUCH STATEMENTS DUE TO VARIOUS RISKS AND UNCERTAINTIES, INCLUDING, BUT NOT
LIMITED TO, THOSE DISCUSSED BEGINNING ON PAGES 16-21 OF THIS QUARTERLY REPORT ON
10-QSB FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006.

PLAN OF OPERATION

The principal business of the Company is the acquisition, development,
licensing and protection of its intellectual property. The Company presently
owns six patents covering various telecommunications and data networking
technologies (the "Patent Portfolio") including, among others, patents covering
the delivery of power over Ethernet for the purpose of remotely powering network
devices, and the transmission of audio, video and data over computer and
telephony networks. The Company's strategy is to pursue licensing and strategic
business alliances with companies in the industries that manufacture and sell
products that make use of the technologies underlying its patents as well as
with other users of the technology who benefit directly from the technology
including corporate, educational and governmental entities.

On November 18, 2003, the Company acquired the Patent Portfolio from
Merlot Communications, Inc., a broadband communications solutions provider. In
February 2004, following its review of applicable markets, the Company initiated
licensing efforts relating to one of its patents (U.S. Patent No. 6,218,930)
covering the remote delivery of power over Ethernet cable (the "Remote Power
Patent"). The Company has focused, and will continue to focus, its efforts on
licensing its Remote Power Patent. As of the date of this Report, the Company
has not entered into any license arrangement with respect to the Remote Power
Patent, although it is pursing such arrangements with third parties. During the
next 12 months, management does not anticipate licensing efforts for its other
patents besides the Remote Power Patent.

To date the Company has incurred significant losses and at March 31,
2006 had an accumulated deficit of $(44,637,000). For the year ended December
31, 2005, the Company incurred a net loss of $(1,332,000) and incurred a net
loss of $(316,000) for the three months ended March 31, 2006. Management
anticipates that the Company will continue to incur losses until it enters into
material license agreements with respect to its patented technologies. The
Company has not achieved any revenue from its technology licensing business. To
date the Company has not entered any licensing agreements with third parties
with respect to its Remote

Power Patent or the Company's other patented technologies. The Company's
inability to consummate license agreements and achieve revenue from its patented
technologies would have a material adverse effect on its operations and its
ability to continue business.

The Company does not currently have any revenue from operations. The
success of the Company and its ability to generate revenue is largely dependent
on its ability to consummate licensing arrangements with third parties. In
November 2004, the Company entered into an agreement with ThinkFire Services
USA, Ltd. ("ThinkFire") pursuant to which ThinkFire has been granted the
exclusive worldwide rights to negotiate license agreements for the Remote Power
Patent with certain agreed-upon potential licensees. The Company has agreed to
pay ThinkFire a fee not to exceed 20% of the royalty payments received from
license agreements consummated by ThinkFire on its behalf.

The Company's success depends on its ability to protect its intellectual
property rights. In August 2005, the Company commenced patent litigation against
D-Link Corporation and D-Link Systems, Incorporated for infringement of its
Remote Power Patent (see Risk Factors - "We face uncertainty of outcome of
litigation with D-Link"). In the future, it may be necessary for the Company to
commence patent litigation against third parties whom it believes require a
license to its patents. In addition, the Company may be subject to third-party
claims seeking to invalidate its patents, which have been asserted as a defense
in the pending D-Link litigation (See Risk Factors-"We face uncertainty of the
outcome of litigation with D-Link") against the Company relating to the Remote
Power Patent as discussed below. These types of claims, with or without merit,
may subject the Company to costly litigation and diversion of management's
focus. In August 2005, the Company engaged Blank Rome LLP as litigation counsel
with respect to the Remote Power Patent on a contingency basis pursuant to which
Blank Rome is entitled to share in the proceeds of any successful enforcement of
the Remote Power Patent (See Note E Commitments and Contingencies and Risk
Factors - "We are currently relying upon our contingency fee agreement with
Blank Rome"). If third parties making claims against the Company seeking to
invalidate its Remote Power Patent are successful, they may be able to obtain
injunctive or other equitable relief, which effectively could block the
Company's ability to license or otherwise capitalize on its patent. Successful
litigation against the Company resulting in a determination that its Remote
Power Patent is invalid would have a material adverse effect on the Company.

The Company has financed its operations primarily from the sale of equity
securities. On December 21, 2004 and January 13, 2005, the Company completed a
private offering of its equity securities resulting in gross proceeds of
$2,685,000. In addition, during the first quarter of 2006 the Company received
$1,493,726 of cash proceeds from the exercise of warrants issued in December
1999. The Company anticipates, based on currently proposed plans and
assumptions, relating to its operations, that its cash and cash equivalents of
approximately $2,042,000 as of March 31, 2006 will more likely than not be
sufficient to satisfy the Company's operations and capital requirements until
December 2007. There can be no assurance, however, that such funds will not be
expended prior thereto. In the event the Company's plans change, or its
assumptions change, or prove to be inaccurate (due to unanticipated expenses,
difficulties, delays or otherwise), the Company may have insufficient funds to
support its operations prior to December 2007. The Company's inability to
consummate licensing arrangements with respect to

its Remote Power Patent and generate revenues therefrom on a timely basis or
obtain additional financing when needed would have a material adverse effect on
the Company, requiring it to curtail or cease operations. In addition, any
equity financing may involve substantial dilution to the current stockholders of
the Company.

RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

The Company operates in a highly competitive environment that involves a number
of risks, some of which are beyond the Company's control. The following
discussion highlights the most material of the risks.

WE HAVE A HISTORY OF LOSSES AND NO REVENUE FROM CURRENT OPERATIONS.

We have incurred substantial operating losses since our inception, which has
resulted in an accumulated deficit of $(44,637,000) as of March 31, 2006. For
the years ended December 31, 2005 and 2004, we incurred net losses of
$(1,332,000) and $(1,953,000), respectively. For the three months ended March
31, 2006, we incurred a net loss of $(316,000). We have financed our operations
primarily by sales of equity securities. Since December 2002, when we
discontinued our security software products and following the commencement of
our new technology licensing business in November 2003, we have had no material
revenue from operations for the years ended December 31, 2004 and December 31,
2005 and for the three months ended March 31, 2006. Our ability to achieve
revenue and generate positive cash flow from operations is dependent upon
consummating licensing agreements with respect to our patented technologies. We
may not be successful in achieving licensing agreements with third parties and
our failure to do so would have a material adverse effect on our business,
financial condition and results of operations. We may not be able to achieve
revenue or generate positive cash flow from operations from our licensing
business.

WE COULD BE REQUIRED TO STOP OPERATIONS IF WE ARE UNABLE TO DEVELOP OUR
TECHNOLOGY LICENSING BUSINESS OR RAISE CAPITAL WHEN NEEDED.

We anticipate, based on our currently proposed plans and assumptions relating to
our operations (including the timetable of, costs and expenses associated with
our continued operations), that our cash position of $2,042,000 at March 31,
2006 will more likely than not be sufficient to satisfy our operations and
capital requirements until December 2007. However, we may expend our funds prior
thereto. In the event our plans change, or our assumptions change or prove to be
inaccurate (due to unanticipated expenses, difficulties, delays or otherwise),
we could have insufficient funds to support our operations prior to December
2007. Our inability to obtain additional financing when needed, absent
generating sufficient cash from licensing arrangements, would have a material
adverse effect on the Company, requiring us to curtail or possibly cease our
operations. In addition, any additional equity financing may involve substantial
dilution to the interests of our then existing stockholders.

OUR LICENSING BUSINESS MAY NOT BE SUCCESSFUL.

In November 2003, we entered the technology licensing business following our
acquisition of six patents relating to various telecommunications and data
networking technologies including, among others, patents covering the delivery
of remote power over Ethernet and the transmission of audio, video and data over
computer and telephony networks. Accordingly, we have a limited history in the
technology licensing business upon which an evaluation of our prospects and
future performance can be made. Our prospects must be considered in light of the
risks, expenses and difficulties frequently encountered in the development,
operation and expansion of a new business based on patented technologies in a
highly specialized and competitive market. We may not be able to achieve revenue
or profitable operations from our new licensing business.

OUR FUTURE SOURCE OF LICENSING REVENUE IS UNCERTAIN.

In February 2004, we initiated our first licensing efforts relating to the
technologies in our remote power patent (U.S. Patent No. 6,218,930) (the "Remote
Power Patent"). To date, we have not entered into any licensing agreements with
third parties with respect to our Remote Power Patent or our other patented
technologies. Our inability to consummate licensing agreements and achieve
revenue from our patented technologies would have a material adverse effect on
our operations and our ability to continue our business. In addition, in the
event we consummate license arrangements with third parties, such arrangements
are not likely to produce a stable or predictable stream of revenue in the
foreseeable future. Furthermore, the success of our licensing efforts depends
upon the strength of our intellectual property rights.

WE ARE CURRENTLY RELYING UPON THE EFFORTS OF THINKFIRE TO CONSUMMATE LICENSING
AGREEMENTS FOR OUR REMOTE POWER PATENT WITH CERTAIN SELECT POTENTIAL LICENSEES.

On November 30, 2004, we entered into a Master Services Agreement (the
"Agreement") with ThinkFire Services USA, Ltd. ("ThinkFire") pursuant to which
we granted ThinkFire the exclusive (except for us and related companies)
worldwide rights to negotiate license agreements for our Remote Power Patent
with respect to certain potential licensees agreed to between the parties.
Either we or ThinkFire can terminate the Agreement upon 60 days notice for any
reason or upon 30 days notice in the event of a material breach. We have agreed
to pay ThinkFire a fee not to exceed 20% of the royalty payments received from
license agreements consummated by ThinkFire on our behalf. ThinkFire may not be
successful in consummating license agreements on our behalf and even if such
agreements are consummated they may not result in significant royalty payments
to us.

OUR SUCCESS IS DEPENDENT UPON OUR ABILITY TO PROTECT OUR PROPRIETARY
TECHNOLOGIES.

Our success is substantially dependent upon our proprietary technologies and our
ability to protect our intellectual property rights. We currently hold 6 patents
issued by the U.S. Patent Office that relate to various telecommunications and
data networking technologies and include among other things, patents covering
the transmission of audio, voice and data over computer and telephony networks
and the delivery of remote PoE networks. We rely upon our patents and trade
secret laws, non-disclosure agreements with our employees, consultants and third
parties to protect our intellectual property rights. The complexity of patent
and common law, combined

with our limited resources, create risk that our efforts to protect our
proprietary technologies may not be successful. We cannot assure you that our
patents will be upheld or that third parties will not invalidate our patent
rights. In the event our intellectual property rights are not upheld, such an
event would have a material adverse effect on us.

WE ARE CURRENTLY RELYING UPON OUR CONTINGENCY FEE AGREEMENT WITH BLANK ROME.

In August 2005, we entered into an agreement with Blank Rome, LLP ("Blank
Rome"), a national law firm, pursuant to which Blank Rome has been engaged to
represent us in connection with all litigation involving our Remote Power
Patent. Blank Rome has agreed to represent us with respect to each litigation
pertaining to the Remote Power Patent on a full contingency basis (except for
any proceeding before the International Trade Commission). As compensation for
its services on a full contingency basis, Blank Rome will receive from us
percentages of Net Consideration (as defined in the Agreement) ranging from
12.5% to 35% received by us by way of settlement or judgment in connection with
each litigation matter. We have also agreed to compensate Blank Rome in an
amount equal to 10% of the Net Consideration received by us from certain
designated parties mutually agreed upon by us and Blank Rome (the "Designated
Parties") in the event such Designated Parties enter into license agreements or
similar agreements with us.

The Agreement may be terminated by either Blank Rome or us upon 30 days notice.
If we elect to terminate the Agreement, we will compensate Blank Rome in an
amount equal to 5% of the Net Consideration received by us from the Designated
Parties with whom Blank Rome has not commenced litigation on our behalf,
provided that such parties had substantive licensing or settlement discussions
related to our Remote Power Patent during the term of the Agreement and entered
into a license agreement or similar agreement with us providing for Net
Consideration within the 12 month period following termination. In addition, in
the event of termination, Blank Rome will receive its pro-rata share of Net
Consideration based upon its hourly time charges with respect to parties against
whom Blank Rome commenced litigation (or defended) on our behalf. In the event
our agreement with Blank Rome is terminated, depending upon our financial
resources at the time, we may need to enter into a contingent fee agreement with
a new law firm in order to enforce and/or defend our Remote Power Patent and our
inability to secure such an arrangement on satisfactory terms and on a timely
basis may have a material adverse effect on us.

ANY LITIGATION TO PROTECT OUR INTELLECTUAL PROPERTY OR ANY THIRD PARTY CLAIMS TO
INVALIDATE OUR PATENTS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

Our success depends on our ability to protect our intellectual property rights.
In August 2005, we commenced patent litigation against D-Link Corporation and
D-Link Systems, Incorporated for infringement of our Remote Power Patent (see
below Risk Factors - "We face uncertainty of outcome of D-Link Litigation"). In
the future, it may be necessary for us to commence patent litigation against
additional third parties whom we believe require a license to our patents. In
addition, we may be subject to claims seeking to invalidate our patents, as has
been asserted by D-Link as a defense in the pending litigation. These types of
claims, with or without merit, may subject us to costly litigation and diversion
of management's focus. If we are unsuccessful in enforcing and validating our
patents and/or if third parties making claims against us seeking to invalidate
our patents are successful, they may be able to obtain injunctive or other
equitable relief, which effectively could block our ability to license or
otherwise capitalize on our proprietary technologies. Successful litigation
against us resulting in a determination that our patents are invalid would have
a material adverse effect on us.

WE FACE UNCERTAINTY AS TO THE OUTCOME OF LITIGATION WITH D-LINK.

On August 10, 2005, we commenced litigation against D-Link Corporation and
D-Link Systems, Incorporated in the United States District Court for the Eastern
District of Texas, Tyler division (Civil Action No. 6:05W291), for infringement
of our Remote Power Patent. Our complaint seeks, among other things, a judgment
that our Remote Power Patent is duly enforceable and has been infringed by the
defendants. We also seek a permanent injunction restraining defendants from
continued infringement, or active inducement of infringement by others, of our
Remote Power Patent. On February 27, 2006, the D-Link defendants filed answers
and asserted counterclaims. In their answers, the D-Link defendants asserted
that they did not infringe any valid claim of the Remote Power Patent, and
further asserted that our asserted patent claims are invalid and/or
unenforceable. In addition to these defenses, the D-Link defendants also
asserted counterclaims for, among other things, non-infringement, invalidity and
unenforceability of the Remote Power Patent. In the event that the Court
determines that our Remote Power Patent was not valid or enforceable, and/or
that the defendants did not infringe, any such determination would have a
material adverse effect on us.

MATERIAL LICENSING REVENUES FROM OUR REMOTE POWER PATENT MAY BE DEPENDENT UPON
THE APPLICABILITY OF THE IEEE STANDARD.

The Institute of Electrical and Electronic Engineers (IEEE) is a non-profit,
technical professional association of more than 360,000 individual members in
approximately 175 countries. The Standards Association of the IEEE is
responsible for the creation of global industry standards for a broad range of
technology industries. In 1999, the IEEE formed a task force to facilitate the
adoption of a standardized methodology for the delivery of remote power over
Ethernet networks which would insure interoperability among vendors of switches
and terminal devices. In June 2003, the IEEE Standards Association approved the
802.3af Power Over Ethernet standard (the "Standard"), which covers technologies
deployed in delivering power over Ethernet cables including whether deployed in
switches or as standalone midspan hubs both of which provide

power to remote devices including wireless access points, IP phones and network
based cameras. The technology is commonly referred to as Power Over Ethernet
("PoE"). We believe our Remote Power Patent covers several of the key
technologies covered by the Standard. However, there is a risk that as a result
of litigation a court may determine otherwise and such a determination would
have a material adverse effect on our ability to enter into license agreements
and achieve revenue and profits from our Remote Power Patent.

WE FACE INTENSE COMPETITION AND WE MAY NOT BE ABLE TO SUCCESSFULLY COMPETE.

The telecommunications and data networking market is characterized by intense
competition and rapidly changing business conditions, customer requirements and
technologies. Our current and potential competitors have longer operating
histories, greater name recognition and possess substantially greater financial,
technical, marketing and other competitive resources than us. Although we
believe that we have rights to enforceable patents relating to
telecommunications and data networking, there can be no assurance that third
parties will not invalidate any or all of our patents. In addition, the
telecommunications and data networking industries may develop technologies that
may be more effective than our proprietary technologies or that render our
technologies less marketable or obsolete.

OUR MARKETS ARE SUBJECT TO RAPID TECHNOLOGICAL CHANGE AND OUR TECHNOLOGIES FACE
POTENTIAL TECHNOLOGY OBSOLESCENCE.

The telecommunications and data networking technology market including,
transmission of audio, video and data over computer and telephony networks and
the delivery of remote power over Ethernet markets, are characterized by rapid
technological changes, changing customer requirements, frequent new product
introductions and enhancements, and evolving industry standards. The
introduction of products embodying new technologies and the emergence of new
industry standards may render our technologies obsolete or less marketable. To
the extent we are able to achieve revenue in the future, such revenue will be
derived from licensing our technologies based on existing and evolving industry
standards.

DEPENDENCE UPON CEO AND CHAIRMAN.

Our success is largely dependent upon the personal efforts of Corey M. Horowitz,
our Chairman and Chief Executive Officer and Chairman of the Board of Directors.
On November 26, 2004, we entered into a two (2) year employment agreement with
Mr. Horowitz pursuant to which he continues to serve as our Chairman and Chief
Executive Officer. We do not maintain key man life insurance on the life of Mr.
Horowitz. The loss of the services of Mr. Horowitz would have a material adverse
effect on our business and prospects.

RISKS RELATED TO LOW PRICED STOCKS.

Our common stock currently trades on the OTC Bulletin Board under the symbol
NSSI. Since the trading price of our common stock is below $5.00 per share, our
common stock is considered a penny stock. SEC regulations generally define a
penny stock to be an equity security that is not listed on Nasdaq or a national
securities exchange and that has a market value of less than $5.00 per share,
subject to certain exceptions. SEC regulations require broker-dealers to deliver
to a purchaser of our common stock a disclosure schedule explaining the penny
stock market and the risks associated with it. Various sales practice
requirements are also imposed on broker-dealers who sell penny stocks to persons
other than established customers and accredited investors (generally
institutions). Broker-dealers must also provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and monthly account statements disclosing recent price information for the penny
stock held in the customer's account.

THE SIGNIFICANT NUMBER OF OPTIONS AND WARRANTS OUTSTANDING MAY ADVERSELY EFFECT
THE MARKET PRICE FOR OUR COMMON STOCK.

As of March 31, 2006, there are outstanding (i) options and warrants to purchase
an aggregate of 9,826,943 shares of our common stock at exercise prices ranging
from $.12 to $10.00, and (ii) 7,630 additional shares of our common stock which
may be issued in the future under our stock option plan. To the extent that
outstanding options and warrants are exercised, stockholder percentage ownership
will be diluted and any sales in the public market of the common stock
underlying such options may adversely affect prevailing market prices for our
common stock.

WE HAVE A SIGNIFICANT AMOUNT OF AUTHORIZED BUT UNISSUED PREFERRED STOCK, WHICH
MAY AFFECT THE LIKELIHOOD OF A CHANGE OF CONTROL IN OUR COMPANY.

Our Board of Directors has the authority, without further action by the
stockholders, to issue 10,000,000 shares of preferred stock on such terms and
with such rights, preferences and designations as our Board of Directors may
determine. Such terms may include restricting dividends on our common stock,
dilution of the voting power of our common stock or impairing the liquidation
rights of the holders of our common stock. Issuance of such preferred stock,
depending on the rights, preferences and designations thereof, may have the
effect of delaying, deterring or preventing a change in control. In addition,
certain "anti-takeover" provisions in Delaware law may restrict the ability of
our stockholders to authorize a merger, business combination or change of
control.

ITEM 3. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures.

The Company's Chief Executive Officer and Chief Financial Officer have reviewed
the disclosure controls and procedures of the Company as of the end of the
period covered by this Quarterly Report on Form 10-QSB. Based upon this review,
these officers concluded that, as of the end of the period covered by this
Quarterly Report on Form 10-QSB, the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports it files or submits under Securities Exchange Act of
1934 is recorded, processed, summarized and reported, within the time periods
specified in applicable rules and forms and is accumulated and communicated to
management, including the Company's Chief Executive Officer and Chief Financial
Officer, to allow timely decisions regarding required disclosure.

(b) Changes in Internal Controls.

There were no significant changes in the Company's internal controls over
financial reporting that have materially affected, or are reasonably likely to
materially affect these controls, or in other factors that could significantly
affect these controls during the last fiscal quarter included in this report or
from the end of the reporting period to the date of this Quarterly Report on
Form 10-QSB.

PART II. OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

(a) Exhibits

31.1 Controls and Procedure Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Controls and Procedure Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

32.2 Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

SIGNATURES
----------

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

NETWORK-1 SECURITY SOLUTIONS, INC.

BY: /S/ COREY M. HOROWITZ
------------------------------------
COREY M. HOROWITZ
CHAIRMAN AND CHIEF EXECUTIVE OFFICER

BY: /S/ DAVID C. KAHN
------------------------------------
DAVID C. KAHN
CHIEF FINANCIAL OFFICER

DATE: MAY 12, 2006