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                    U. S. Securities and Exchange Commission

                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

               [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2004.

             [_] TRANSITION REPORT UNDER 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.
                 (Name of Small Business Issuer in its Charter)

               DELAWARE                                     11-3027591
     (State or Other Jurisdiction                         (IRS Employer
           of Incorporation)                          Identification Number)

                           445 PARK AVENUE, SUITE 1028
                            NEW YORK, NEW YORK 10022
                    (Address of Principal Executive Offices)

         Issuer's Telephone Number (Including Area Code): (212) 829-5770

         Securities registered under Section 12(b) of the Exchange Act:

     Title of each class               Name of each exchange on which registered
     -------------------               -----------------------------------------
 Common Stock, $.01 par value                           None

         Securities registered under Section 12(g) of the Exchange Act:

                                      None

     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 [ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     The issuer's revenues for its most recent fiscal year: $0.

     The aggregate market value of the voting common stock of the registrant
held by non-affiliates computed by reference to the price at which the stock was
sold on March 31, 2005 was approximately $10,275,873.

     The number of shares of Common Stock outstanding as of March 31, 2005 was
17,697,572.


     Transitional Small Business Disclosure Format (Check One): Yes [_] No [X]

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                                EXPLANATORY NOTE

     This Form 10-KSB/A of Network-1 Security Solutions, Inc. is being filed
solely for the purpose of amending Part II, Item 8A of our Form 10-KSB for the
year ended December 31, 2004 to provide additional disclosure regarding our
"Controls and Procedures."

ITEM 8A  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 Annual Report on Form 10-KSB. Based upon this review,
these officers concluded that, as of the end of the period covered by this
Annual Report on Form 10-KSB, 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 and Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
in applicable rules and forms.

(b) Changes in Internal Controls.

     There was no change in the Company's internal controls over financial
reporting that has materially affected, or is reasonably likely to materially
affect, the Company's internal controls over financial reporting during the last
fiscal quarter included in this report.
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                                   SIGNATURES

     In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 17, day of August 2005.



                                       NETWORK-1 SECURITY SOLUTIONS, INC.

                                       By  /s/ Corey M. Horowitz
                                           -------------------------------------
                                           Corey M. Horowitz
                                           Chairman and Chief Executive Officer

     In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant caused this report to be signed
on its behalf by the following persons in the capacities and on the dates
indicated:


NAME                             TITLE                           DATE
----                             -----                           ----


/s/ Corey M. Horowitz            Chairman and Chief Executive    August 17, 2005
-------------------------------  Officer, Chairman of the Board
Corey M. Horowitz                of Directors (principal
                                 executive officer)


/s/ David Kahn                   Chief Financial Officer         August 17, 2005
-------------------------------
David Kahn


/s/ Robert Graifman              Director                        August 17, 2005
-------------------------------
Robert Graifman


/s/ Robert Pons                  Director                        August 17, 2005
-------------------------------
Robert Pons