SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                               Commission File Number 1-14896

                           NOTIFICATION OF LATE FILING

(Check One):   [X] Form 10-K    [_] Form 11-K    [_] Form 20-F    [_] Form 10-Q
               [_] Form N-SAR

          For Period Ended:  December 31, 2002
          [_]  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:______________________________________

     Read attached  instruction  sheet before  preparing  form.  Please print or
type.

     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

Full name of registrant  NETWORK-1 SECURITY SOLUTIONS, INC.

Former name if applicable

________________________________________________________________________________

Address of principal executive office (Street and number)

445 Park Avenue, Suite 1028
________________________________________________________________________________

City, state and zip code

New York, New York  10022
________________________________________________________________________________

                                    PART II
                             RULE 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 box if appropriate.)

       |  (a)  The reasons described in reasonable detail in Part III of this
       |       form could not be eliminated without unreasonable effort or
       |       expense;
       |  (b)  The subject annual report, semi-annual report, transition report
       |       on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will
  [X]  |       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 why the Form 10-K, 11-K, 20-F 10-Q, N-SAR
or the  transition  report  portion  thereof  could  not  be  filed  within  the
prescribed time period. (Attach extra sheets if needed.)

The Company is unable to file its Annual Report on Form 10-KSB for the year
ended December 31, 2002 at this time because certain reporting issues remain
outstanding which cannot be resolved without unreasonable effort or expense.



                                    PART IV
                               OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

     Edward James                                    (508)        788-3457
     ---------------------------------------------------------------------------
                       (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 the answer is
     no, identify report(s).
                                                                 [X] Yes  [_] No

(3)  Is it anticipated that any significant change in results of operations from
     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?
                                                                 [_] Yes  [X] 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
thereunto duly authorized.


Date:  March 31, 2003          By /s/ Edward James
      ----------------            ---------------------------------------------
                                  Name: Edward James
                                  Title: Interim Chief Executive Officer
                                         and 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).