6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of September 2010

Commission File Number:  001-34149

DJSP ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

900 South Pine Island Road

Suite 400

Plantation, Florida33324

Tel: (954) 233-8000, ext. 2024

Fax: (954) 233-8570

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x  Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  Yes  o   No o

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82-_________.

Financial and Operating Results

On September 7, 2010, DJSP Enterprises, Inc., a British Virgin Islands company, limited by shares (the “Company”), issued a press release announcing the Company’s financial and operating results for the three and six month periods ended June 30, 2010.  A copy of the press release is attached hereto as Exhibit 99.1 (the “Press Release”).

Resignation of Director and Executive Officer

In the Press Release, the Company also announced the resignation of Matthew S. Kayton as a member of the Company’s board of directors effective August 31, 2010; Mr, Kayton also stepped down as the Company’s Executive Vice President and Chief Strategy Officer at such time. Mr. Kayton’s employment agreement with the Company also terminated by mutual agreement at that time.  Mr. Kayton intends to continue to provide comparable services to the Company in the areas of title services, acquisitions and other strategic initiatives on a consulting basis.

Appointment of New Director

The Press Release also announced the appointment of Kerry S. Propper to the Company’s board of directors to replace Mr. Kayton effective August 31, 2010.

Mr. Propper, age 35, was the chief executive officer and a member of the board of directors of Chardan 2008 China Acquisition Corp. since its inception until January 15, 2010 at which time Chardan 2008 China Acquisition Corp., a blank check company, acquired a controlling interest in DAL Group LLC (“DAL”) and changed its name to DJSP Enterprises, Inc. (the “Transaction”).  Mr. Propper has been the owner and chief executive officer of Chardan Capital Markets LLC, a New York based broker/dealer, since July 2003.  He has also been a managing director of SUJG, Inc., an investment company, since April 2005.  From March 2005 through September 2007, Mr. Propper served as the chief financial officer, secretary and a member of the board of directors of Chardan North China Acquisition Corp. which acquired HLS Systems International Ltd. in September 2007, and subsequently changed its name to Hollysys Automation Technologies, Ltd. (Nasdaq Symbol: HOLI).  From September 2007 until May 2010, Mr. Propper served as a director of that company.  From March 2005 through January 2008, Mr. Propper served as the chief executive officer and a member of the board of directors of Chardan South China Acquisition Corp. (which through a merger became A-Power Energy Generation Systems - Nasdaq Symbol: APWR).

Mr. Propper has been a director of China Cablecom Holdings Ltd. since October 2007 and from its inception in December 2003 until November 2005, Mr. Propper served as the executive vice president and a member of the board of directors of Chardan China Acquisition Corp., an OTC Bulletin Board listed blank check company that was seeking to acquire an operating business in the People's Republic of China.  In November 2005, Chardan China Acquisition Corp. completed its business combination with State Harvest Holdings Ltd. and changed its name to Origin Agritech Ltd. Mr. Propper continued to serve as a member of the board of directors of Origin Agritech until January 1, 2009.  Mr. Propper sits on the board of directors of Source Atlantic Inc., a health care consulting company based in Massachusetts.  Mr. Propper was a founder, and from February 1999 to July 2003 owner and managing director of Windsor Capital Advisors, a full service brokerage firm also based in New York.  Mr. Propper was also founder of The Private Capital Group LLC, a small private investment firm specializing in hard money loans and convertible preferred debt and equity offerings for small companies, in May 2000 and was affiliated with it until December 2003.  From July 1997 until February 1999, Mr. Propper worked at Aegis Capital Corp., a broker dealer and NASD member.  Mr. Propper received his B.A. (with honors) in Economics and International Studies from Colby College and studied at the London School of Economics.

Chardan Capital Markets, LLC, an affiliate of Mr. Propper and of which he is Chief Executive Officer, acted as placement agent for a private placement debt offering that was closed in conjunction with the Transaction (the “Private Placement”).  Chardan Capital Markets, LLC received a placement fee of $500,000 in connection with the financing, of which $250,000 was deferred and paid pursuant to a promissory note made by DAL in favor of Chardan Capital Markets, LLC (the “Chardan Capital Markets Note”). The terms of the Chardan Capital Markets Note provide for a 5% interest rate and is due in full on the earlier of the one year anniversary of the payment in full of a note issued to the Law Offices of David J. Stern, P.A. at the closing of the Transaction (the “Note”) or twenty-four (24) months after the closing of the Transaction.  Chardan Capital Markets, LLC will be entitled to receive amortizing payments equal to the remaining unpaid principal balance divided by 12 beginning on the first day of each month following the date that the Note is paid in full.

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Mr. Propper and certain of his affiliates also lent money to DAL in connection with the Transaction and received promissory notes in return (the “Senior Financing Notes”).  Mr. Propper received a Senior Financing Note from DAL for $2,611,199 which was the largest amount of principal outstanding under the note since it was issued.  The note currently has an outstanding balance of $1,500,000.  Two companies affiliated with Mr. Propper also received Senior Financing Notes.  Chardan Capital Markets, LLC received a note for $1,347,305.96 and Chardan SPAC Asset Management LLC received a note for $2,000,000.  The original note balances represent the highest principal balances outstanding under the notes since they were issued.  The note issued to Chardan Capital Markets LLC was paid down to $500,000 and subsequently, Chardan Capital Markets LLC assigned the note to Cornix Management LLC, which is also an affiliate of Mr. Propper.  The Company paid in full the note issued to Chardan SPAC Asset Management LLC.  The Senior Financing Notes were issued with interest rates of 15% per annum and are payable by January 15, 2011.  Subsequent to being issued, the interest rate for the note payable to Mr. Propper was reduced to 3% per annum.  In addition to being the Chief Executive Officer of Chardan Capital Markets, LLC. he is the President of Chardan SPAC Asset Management LLC and the Chief Executive Officer of Comix Manangement LLC.  Mr. Propper has significant ownership interests in Chardan Capital Markets, LLC, Chardan SPAC Asset Management LLC and Cornix Management LLC.

Mr. Propper will receive compensation for his services as a director consistent with that received by other non-employee directors, including a monthly retainer of $2,000 and reimbursement for reasonable out of pocket expenses incurred by him.  In addition, upon his appointment to the board of directors, Mr. Propper was granted under the Company’s Equity Incentive Plan options to purchase 5,000 of the Company’s ordinary shares at an exercise price of $3.07.

Change in Executive Compensation

On August 31, 2010, the Company’s board of directors and David J. Stern, the Company’s Chairman and Chief Executive Officer, agreed to an amendment to Mr. Stern’s employment agreement with the Company pursuant to which Mr. Stern’s annual base salary will be reduced to one dollar effective September 10, 2010 through December 31, 2010, at which time the amount of Mr. Stern’s future base salary will be reviewed by the board of directors and Mr. Stern.  This amendment has no effect on any other terms of Mr. Stern’s employment agreement and the change in base salary does not apply to any other terms of the agreement including the calculation of benefits payable to Mr. Stern in the event of early termination of his employment with the Company.

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EXHIBITS

Exhibit No.	Description
99.1	Press release dated September 7, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: September 7, 2010	DJSP ENTERPRISES, INC.
	By:	/s/ David J. Stern
		Name:                                David J. Stern
		Title:                      Chairman and Chief Executive Officer

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EX-99.1

Exhibit 99.1

DJSP Enterprises, Inc. Reports Financial Results for the Three and Six Months Ended      

June 30, 2010

PLANTATION, Fla., September 7, 2010 /GlobeNewswire/ -- DJSP Enterprises, Inc. (NASDAQ: DJSP, DJSPW, DJSPU), one of the largest providers of processing services for the mortgage and real estate industries in the United States, today announced financial results for the three and six month periods ended June 30, 2010.

Second Quarter Financial Highlights

·   Total revenue for the second quarter 2010 decreased 9.1% to $56.1 million from $61.7 million in last year's comparable period.

·   Excluding client costs, total revenue for the second quarter 2010 decreased to $28.9 million from $30.9 million or 6.5% compared to the same period last year.

·   Adjusted Net Income including noncontrolling interests was $5.5 million for the second quarter 2010 or $0.28 per diluted share.*

·   Adjusted EBITDA for the second quarter 2010 was $6.7 million.

Year to Date Financial Highlights

·   Total revenue for the six months ended June 30, 2010 increased 9.3% to $127.7 million from $116.8 million in last year’s comparable period.

·   Excluding client costs, total revenue for the six months ended June 30, 2010 decreased to $59.7 million from $61.0 million or 2.1% compared to the same period last year.

·   Adjusted Net Income including noncontrolling interests was $14.2 million for the six months ended June 30, 2010 or $0.73 per diluted share.*

·   Adjusted EBITDA for the six months ended June 30, 2010 was $21.1 million.

*Calculated using treasury stock method assuming an average ordinary share price of $8.25 for the quarter ended June 30, 2010; assuming 19.5million average diluted shares outstanding.

Second Quarter Results

Total revenue for second quarter 2010 decreased 9.1% to $56.1 million from $61.7 million in the same period last year. This was primarily due to a decrease in foreclosure referrals, title fees, and client reimbursed costs. Title fees decreased due to the decrease in foreclosure volume and the switch made by some clients to use their own title company. These decreases in revenue were partially offset by increases in REO closings, REO liquidation operations at Default Servicing, and eviction fees. Two new service offerings, Deed-in-lieu and Mediations, also contributed to offsetting these decreases. During the second quarter, client reimbursed costs decreased by 11.7% to $27.2 million from $30.8 million in the same quarter in 2009 as a result of a decrease in foreclosure volume. Our REO closing business became an increasingly significant source of revenue during the quarter, generating $3.5 million in revenue compared to $2.1 million in the same period last year. Our REO liquidation business, which emanates from a single customer, contributed $3.2 million in revenue in the second quarter compared to $2.9 million in the same quarter last year. Going forward, we intend to offer both REO closing and liquidation services to additional customers as a means of increasing revenues and profits. Deed-in-lieu and Mediation services were initiated in the second quarter and contributed a combined $0.7 million to our revenues during the quarter. Revenue from foreclosure services decreased by $1.5 million, or 8.3%, for the quarter to $16.6 million, compared to $18.1 million during the same period last year.

Our adjusted EBITDA decreased to $6.7 million for the three months ended June 30, 2010 from $17.7 million in the same period last year. This decrease was primarily due to three factors:  the decrease in foreclosure volume; an increase in compensation expenses; and an increase in expenses related to becoming a public company, including $0.9 million in legal expenses. Our compensation expenses increased $2.6 million, on an adjusted basis, primarily as a result of staffing increases. Increases in staffing were made to address expressed client needs, expanding legacy files due to court delays, and necessary upgrades to the corporate management structure. A much smaller increment of the increase in staffing was due to the mandatory mediation requirement dictated by the Florida Supreme Court for foreclosure files.

During the second quarter 2010, our adjusted net income decreased to $3.5 million from $8.3 million in for the same period in 2009, due to the decrease in revenue and increase in our expenses stated above.

Year-to-Date Results

Total revenue for the six months ended June 30, 2010 increased $10.9 million, or 9.3%, to $127.7 million from $116.8 million in last year's comparable period. The revenue resulted from an increase in client reimbursed costs, REO closings, REO liquidations, eviction services, and two new services, Deed-in-lieu and Mediation. These increases were offset by decreases in our foreclosure and title services fees. Excluding client reimbursed costs, our total revenues decreased by $1.3 million, or 2.1%, to $59.7 million compared to $61.0 million for the same period last year.  Revenues from our REO closing and liquidation business increased by $2.4 million and $1.6 million, respectively, over the same period last year. As mentioned above we initiated two new services, Deed-in-lieu and Mediations, which contributed a combined $0.7 million to total revenue.

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Compensation expenses, on an adjusted basis, increased by $5.9 million, or 30.7%, to $25.1 million for the six months in 2010 compared to $19.2 million during the same period in 2009.

General and administrative expenses, on an adjusted basis, increased by $5.1 million, or 60.7%, to $13.5 million from $8.4 million last year. Public company and nonrecurring expenses increased our expenses by approximately $2.5 million during the first six months of 2010.  Other operating expenses, including rent, supplies, travel, mailing, and others , increased as a result of the increase in headcount.

During the first six months of 2010, our adjusted net income decreased to $7.8 million from $15.8 million in the same period in 2009.  We generated $17.1 million in cash from operating activities in the six months ended June 30, 2010, compared to $26.4 million in the six months ended June 30, 2009.

Our overall debt of $74.6 million bears an average interest rate of 2.9%. The senior note of $35 million bears no interest for the first six months.

Operating Discussion

As a result of management’s discussions with our largest client, The Law Offices of David J. Stern, P.A. (“DJSPA”) and with the major lenders and servicers for whom DJSPA processes foreclosure files, we believed file volume would increase in the third quarter and we previously decided to maintain current staffing levels. However, file volumes continue to be delayed and existing staffing levels are not sustainable indefinitely.

Rick Powers, President and COO commented, “While a large portion of our business can only be processed with human capital, we are identifying opportunities where technology and process change can be implemented to create efficiency. We are prepared to create efficiencies and make cuts where appropriate over the next three to six months.”

DJSP Enterprises continues to diversify our service offerings beyond default services. As part of our effort to grow our business, we are building business to address the new government initiatives.  In this regard, we have expanded our national deed-in lieu and modification services.  Our deed in lieu business has been our fastest growing service offering in the third quarter.  In addition, with the addition of Timios we are moving to expand our title services, which among other things provides title work for refinancing, into the nation’s largest and hardest hit real estate market of California.

Timios, Inc.

As of August 1st, all Florida title operations have been consolidated under the common management of Timios, Inc. and have already adopted Timios’ best in class paperless operating system for all new orders. In addition we are in the process of licensing Timios in California, the nation’s largest real estate market. This is a major step in becoming a cyclical provider of services to the mortgage industry.

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Rick Power added, “That we were able to accomplish this consolidation in such a short period of time speaks to the strong technology at Timios and the quality of both management teams. We are looking forward to entering the California market and expect continued strong performance from Timios.”

Management

David J. Stern Chairman and CEO stated, “We are happy to announce that Kerry Propper will be taking Matthew Kayton’s seat on the board of directors. Mr. Kayton will transition roles with the company and will continue to work with us on a consulting basis in the areas of Title services, acquisitions and other strategic initiatives.”

Mr. Stern continued, “I am very thankful to Matthew for his service and I look forward to his continued contribution as a consultant. Kerry brings a great deal of public company experience to the board and I am pleased that he will be joining us.”

Conference call Information:

Management will conduct a conference call at 8:30 a.m. Eastern Time on Wednesday, September 8, 2010, to discuss the second quarter and year-to-date 2010 results.  To participate in the live conference call, please dial the following number five to ten minutes prior to the scheduled conference call time: 877-312-5504. When prompted by the operator, mention conference ID 94593027. Participating in the call for DJSP will be David J. Stern, Chairman and Chief Executive Officer, Rick Powers, President and Chief Operating Officer, and Kumar Gursahaney, Executive Vice President and Chief Financial Officer.

If you are unable to participate in the call at this time, a replay will be available for one week starting on Wednesday, September 8, 2010, at 11:30 Eastern Time. To access the replay, dial 706-645-9291. Please use passcode 94593027. The call will also be carried live by webcast over the Internet and accessible at www.djspenterprises.com.

About DJSP Enterprises, Inc.

DJSP is the largest provider of processing services for the mortgage and real estate industries in Florida and one of the largest in the United States. We provide a wide range of processing services in connection with mortgages, mortgage defaults, title searches and abstracts, REO (bank-owned) properties, loan modifications, title insurance, loss mitigation, bankruptcy, related litigation and other services. Our principal customer is DJSPA, whose clients include all of the top 10 and 17 of the top 20 mortgage servicers in the United States, many of which have been DJSPA clients for more than 10 years. We have approximately 1,200 employees and contractors and are headquartered in Plantation, Florida, with additional operations in Louisville, Kentucky and San Juan, Puerto Rico. Our U.S. operations are supported by a scalable, low-cost back office operation in Manila, the Philippines that provides data entry and document preparation support for our U.S. operations.

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Forward Looking Statements

This press release contains forward-looking statements about us within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), including but not limited to management’s expectations about efficiencies and expense reduction efforts. Mr. Kayton’s ongoing consulting role with us, our strategic growth initiatives and our ability to provide closing services in California. Additionally, words such as “anticipate,” “believe,” “estimate,” “expect” and “intend” and other similar expressions are forward-looking statements within the meaning of the Act. Such forward-looking statements are based upon the current beliefs and expectations of our management and are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: business conditions, changing interpretations of generally accepted accounting principles; outcomes of government or other regulatory reviews, particularly those relating to the regulation of the practice of law; the impact of inquiries, investigations, litigation or other legal proceedings involving us or our affiliates, which, because of the nature of our business, have happened in the past to us and the DJSPA; the impact and cost of continued compliance with government or state bar regulations or requirements; legislation or other changes in the regulatory environment, particularly those impacting the mortgage default industry; unexpected changes adversely affecting the businesses in which we are engaged; fluctuations in customer demand; our ability to manage growth and integrate acquisitions; intensity of competition from other providers in the industry; general economic conditions, including improvements in the economic environment that slows or reverses the growth in the number of mortgage defaults, particularly in the State of Florida; the ability to efficiently expand our operations to other states or to provide services we do not currently provide; the impact and cost of complying with applicable U.S. Securities and Exchange Commission  (“SEC”) rules and regulations; geopolitical events and changes, as well as other relevant risks detailed in our filings with the SEC, including our Annual Report on Form 20-F for the period ended December 31, 2009, which are available at the SEC’s internet site (http://www.sec.gov) Forward-looking statements in this press release speak only as of the date of the press release, and we assume no obligation to update forward-looking statements or the reasons why actual results could differ.

Non-GAAP Financial Measures

The financial information and data contained in this press release are unaudited and do not conform to the SEC's Regulation S-X. This press release includes certain estimated financial information and forecasts presented that are not derived in accordance with accounting principles generally accepted in the United States ("GAAP"), and which may be deemed to be non-GAAP financial measures within the meaning of Regulation G promulgated by the SEC. Management believes that the presentation of these non-GAAP financial measures serves to enhance the understanding of the Company’s financial performance. Such measures are not recognized terms under GAAP, and should be considered in addition to, and not as substitutes for, or superior to, operating income, cash flows, revenues, or other measures of financial performance prepared in accordance with GAAP. Such measures are not a completely representative measure of either the historical performance or, necessarily, the future potential of the Company.

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The adjusted EBITDA measure presented consists of income (loss) from continuing operations before (a) interest expense; (b) income tax expense; (c) depreciation and amortization; and (d) income and/or expense items that are expected to be at different levels in future periods. We are providing adjusted EBITDA, a non-GAAP financial measure, along with GAAP measures, as a measure of profitability because adjusted EBITDA helps us to evaluate and compare our performance on a consistent basis with the operating cost structure in place as a publicly traded operating company, reflecting the effects of that cost structure and our current fee schedule. In the calculation of adjusted EBITDA for the three and six months ended June 30, 2009, we exclude from expenses the compensation paid to Mr. Stern that exceeded the base compensation that he was entitled to receive after we became a publicly traded operating company (and prior to September 1, 2010), because the Company no longer has any arrangement with Mr. Stern that would require any payments to him at a comparable level. Mr. Stern does not have an incentive plan arrangement providing for pay above base compensation.  In addition, we excluded the payroll taxes associated with such compensation, as well as travel expenses incurred on behalf of Mr. Stern in prior periods that are no longer provided since we became a publicly traded operating company. The adjustment to Fee to Processing reflects the additional fees DJS Processing, LLC would have received under the Services Agreement if the fee schedule under the Services Agreement had been determined in a fashion consistent with the current fee schedule.  In the calculation of adjusted EBITDA for the three and six months ended June 30, 2010, we included additional fees due to DJS Processing, LLC as a result of a retroactive amendment to the fee schedule for the Services Agreement agreed to by DJS Processing, LLC and DJSPA to increase the fees payable to DJS Processing, LLC effective January 1, 2010.

In the calculation of the adjusted net income measure presented for the three and six months ended June 30, 2010, we deducted the actual GAAP interest, depreciation and amortization for the period from the adjusted EBITDA calculation and then subtracted assumed income tax expense, calculated at the expected going forward tax rate of 38.6% on pre-tax income after minority interest.  For periods prior to our becoming a publicly traded operating company, we were not subject to income tax and therefore did not record income tax expense.  We are providing adjusted net income, a non-GAAP financial measure, along with GAAP measures, as a measure of profitability because adjusted net income helps us to evaluate and compare our past performance on a consistent basis with the taxable structure in place after our becoming a publicly traded operating company, reflecting the effects of that taxable structure on profitability.  In the calculation of adjusted net income measure presented for the three and six months ended June 30, 2010, we deducted the actual GAAP interest, depreciation, amortization and income taxes for the period from the adjusted EBITDA calculation. The following table provides reconciliations of net income (GAAP) to Adjusted EBITDA (Non-GAAP) and adjusted net income (Non-GAAP).

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Reconciliations of Net Income (US GAAP) to Adjusted EBITDA (Non-GAAP) and

Adjusted Net Income (Non-GAAP)

	Three months ended						Six months ended
	June 30,						June 30,
	2010			2009			2010			2009
Net Income attributable to DJSP Enterprises, Inc.	$	3,813		$	14,113		$	7,786		$	27,455
Add-backs:
Income taxes		625			-			4,892			-
Net income attributable to noncontrolling interests		2,442			-			6,394			-
Interest, depreciation & amortization		1,004			255			2,022			510
EBITDA		7,884			14,368			21,094			27,965
Adjustments to EBITDA:
Adjustments to fee to Processing		(1,212	)		1,099			-			1,381
Compensation related		-			946			-			3,648
Non-recurring travel		-			678			-			1,246
Promotion		-			562			-			562
Total adjustments to EBITDA		(1,212	)		3,285			-			6,837
Adjusted EBITDA		6,672			17,653			21,094			34,802
Adjustment to net income:
Interest, depreciation & amortization		(1,004	)		(255	)		(2,022	)		(510	)
Income taxes		(201	)		(2,894	)		(4,892	)		(8,796	)
Adjusted net income		5,467			14,504			14,180			25,496
Less net income attributable to noncontrolling interests		2,011			6,175			6,394			9,728
Adjusted net income attributable to DJSP Enterprises, Inc.	$	3,456		$	8,329		$	7,786		$	15,768
Adjusted net income per ordinary share:
Basic	$	0.32					$	0.73
Diluted	$	0.28					$	0.73
Weighted Average number of shares outstanding:
Basic		10,663,866						10,663,866
Diluted		19,495,865						19,495,865

CONTACT: DJSP Enterprises, Inc.

Investor Contact:

Chris Simmons, Investor Relations Manager

954-233-8000, ext. 1744

cbsimmons@dstern.com

Financial Statements Follow

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DJSP Enterprises, Inc.

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

	(unaudited)
	June 30,			December 31,
	2010			2009
Assets
Current assets:
Cash and cash equivalents	$	6,133		$	763
Accounts receivable:
Client reimbursed costs		3,198			6,047
Fee income, net		24,510			15,637
Unbilled receivables		6,738			10,592
Total related party accounts receivable		34,446			32,276
Fee income receivable, net		498			798
Total accounts receivable, net		34,944			33,074
Prepaid expenses and other current assets		463			87
Total current assets		41,540			33,924
Property and equipment, net		5,128			4,692
Total assets		46,668			38,616
Liabilities
Current liabilities:
Line of credit		14,930			10,656
Accounts payable		4,671			1,506
Income taxes payable		2,199			-
Accounts payable - client reimbursed costs		3,198			6,047
Deferral notes payable		3,000			-
Accrued compensation		3,902			1,863
Accrued expenses and other current liabilities		930			1,857
Note payable		-			2,307
Total current liabilities		32,830			24,236
Senior note payable		35,000			-
Sellers note payable		47,869			-
Deferral notes payable		6,850			-
Equipment note payable		2,000			-
Deferred rent		1,150			1,098
Other liabilities		519			262
Total liabilities		126,218			25,596
Shareholders' equity
Common Stock - $0.0001 par value; 60,000,000 authorized,
10,663,866 and 9,166,666 shares issued and outstanding at
June 30, 2010 and December 31, 2009, respectively		1			1
Additional paid-in-capital		30,950			8,671
Retained earnings		(81,191	)		4,348
Total DJSP Enterprises, Inc. equity		(50,240	)		13,020
Noncontrolling interest		(29,310	)		-
Total equity		(79,550	)		13,020
Total liabilities and shareholders’ equity	$	46,668		$	38,616

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DJSP Enterprises, Inc.

Unaudited Condensed Consolidated Statement of Operations

 (in thousands, except share and per share amounts)

	Three months ended				Six months ended
	June 30,				June 30,
	2010		2009		2010		2009
Revenue:
Fee income
Foreclosure	$	16,620	$	18,093	$	36,213	$	36,002
Title		2,913		6,207		6,738		13,209
Closing		3,505		2,056		6,152		3,758
REO liquidation		3,209		2,937		6,488		4,872
Bankruptcy		921		1,017		1,752		1,907
Eviction		726		371		1,247		897
Litigation/Monitor		294		224		427		324
Deed in Lieu		227		-		227		-
Mediation		467		-		467		-
Total fee income		28,882		30,905		59,711		60,969
Client reimbursed costs		27,188		30,817		67,980		55,797
Total revenue		56,070		61,722		127,691		116,766
Operating expenses:
Client reimbursed costs		27,188		30,817		67,980		55,797
Compensation related expenses		12,858		11,245		25,126		22,825
General and administrative		8,160		5,292		13,511		10,179
Depreciation		413		255		806		510
Total operating expenses		48,619		47,609		107,423		89,311
Income from operations		7,451		14,113		20,268		27,455
Non-operating expense:
Interest expense		571		-		1,196		-
Income before income taxes		6,880		14,113		19,072		27,455
Income taxes		625		-		4,892		-
Net Income		6,255		14,113		14,180		27,455
Less: Net income attributable to noncontrolling interest		2,442		-		6,394		-
Net income attributable to DJSP Enterprises, Inc.	$	3,813	$	14,113	$	7,786	$	27,455
Earnings per share
Basic	$	0.36			$	0.73
Diluted	$	0.32			$	0.73
Weighted Average number of shares outstanding
Basic		10,663,866				10,663,866
Diluted		19,495,865				19,495,865

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Reconciliations of Net Income (US GAAP) to Adjusted EBITDA (Non-GAAP) and

Adjusted Net Income (Non-GAAP)

	Three months ended						Six months ended
	June 30,						June 30,
	2010			2009			2010			2009
Net Income attributable to DJSP Enterprises, Inc.	$	3,813		$	14,113		$	7,786		$	27,455
Add-backs:
Income taxes		625			-			4,892			-
Net income attributable to noncontrolling interests		2,442			-			6,394			-
Interest, depreciation & amortization		1,004			255			2,022			510
EBITDA		7,884			14,368			21,094			27,965
Adjustments to EBITDA:
Adjustments to fee to Processing		(1,212	)		1,099			-			1,381
Compensation related		-			946			-			3,648
Non-recurring travel		-			678			-			1,246
Promotion		-			562			-			562
Total adjustments to EBITDA		(1,212	)		3,285			-			6,837
Adjusted EBITDA		6,672			17,653			21,094			34,802
Adjustment to net income:
Interest, depreciation & amortization		(1,004	)		(255	)		(2,022	)		(510	)
Income taxes		(201	)		(2,894	)		(4,892	)		(8,796	)
Adjusted net income		5,467			14,504			14,180			25,496
Less net income attributable to noncontrolling interests		2,011			6,175			6,394			9,728
Adjusted net income attributable to DJSP Enterprises, Inc.	$	3,456		$	8,329		$	7,786		$	15,768
Adjusted net income per ordinary share:
Basic	$	0.32					$	0.73
Diluted	$	0.28					$	0.73
Weighted Average number of shares outstanding:
Basic		10,663,866						10,663,866
Diluted		19,495,865						19,495,865

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