SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number 1-14896 NOTIFICATION OF LATE FILING (Check One): |X| Form 10-KSB |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR For Period Ended: December 31, 1998 ------------------------------ [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: --------------------------------- Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: ------------------------- - -------------------------------------------------------------------------------- PART I REGISTRANT INFORMATION Network-1 Security Solutions, Inc. - -------------------------------------------------------------------------------- Full Name of Registrant - -------------------------------------------------------------------------------- Former Name if Applicable 1601 Trapelo Road, Reservoir Place - -------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) Waltham, Massachusetts 02451 - -------------------------------------------------------------------------------- City, State and Zip Code PART II RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check appropriate box.) |_| Yes |_| No |X| | (a) The reasons described in reasonable detail in Part III of this form | could not be eliminated without unreasonable effort or expense; | |X| | (b) The subject annual report, semi-annual report, transition report on | Form 10-K, 20-F, 11-K or N-SAR, or portion thereof, will be filed on | or before the 15th calendar day following the prescribed due date; or | the subject quarterly report or transition report on Form 10-Q, or | portion thereof will be filed on or before the fifth calendar day | following the prescribed due date; and | |_| | (c) The accountant's statement or other exhibit required by Rule 12b-25(c) | has been attached if applicable. PART III NARRATIVE State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. The Company is unable to file its Form 10-KSB for the year ended December 31, 1998 at this time because there is a material outstanding issue with respect to the extent to which revenue can be recognized from a particular ongoing consulting project. The Company believes that this issue will be resolved within the next ten days based upon additional which can not be reasonably obtained as of the date hereof. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Murray P. Fish (781) 522-3400 - -------------------------------------------------------------------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |X| Yes |_| No (3) Is it anticipated that any significant change in results of operation for the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |X| Yes |_| No If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. Network-1 Security Solutions, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Charter) Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date March 31, 1999 By ----------------------- ------------------------------------------- Murray P. Fish, Chief Financial Officer Instruction: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. ATTENTION Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001) Attachement Form 12b-25/Network-1 Security Solutions, Inc. -------------------------------------------------- (3) The Company anticipates that it will incur a net loss of approximately $5,700,000 for the year ended December 31, 1998 as compared to a net loss of $2,390,000 for the year ended December 31, 1997.