8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 6, 2011

DJSP ENTERPRISES, INC.

(Exact Name of Registrant as Specified in Its Charter)

British Virgin Islands	001-34149	98-0667099
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

900 South Pine Island Road, Suite 400 Plantation, Florida	33324
(Address of Principal Executive Offices)	(Zip Code)

(954) 233-8000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

DAL Group, LLC (“DAL”), a subsidiary of DJSP Enterprises, Inc. (the “Company”), has obtained waivers from the Law Offices of David J. Stern, P.A., Chardan Capital, LLC, Chardan Capital Markets, LLC, and Kerry S. Propper, of payments due through April 1, 2011, on a $47,869,000 note, a $1,000,000 note, a $250,000 note, and a $1,500,000 note held by such parties, respectively.  The waivers were sought by DAL as it develops and implements plans to restructure its ongoing operations to reflect its significantly reduced revenues and operations and the other changes described in its prospectus supplement, dated December 13, 2010, to the Company’s prospectus dated June 25, 2010.  The waivers are attached to this Form 8-K as Exhibits 99.1 through 99.3.

In connection with its January 15, 2010 transaction with the Company,DAL executed a series of unsecured Term Notes (the “Unsecured Notes”) in the aggregate principal amount of $1,600,000, deferring certain costs related to the Company’s initial public offering due to various advisors to the Company.  Pursuant to each of the Unsecured Notes, interest in the amount of 5.0% per annum is payable quarterly, in arrears, on the first business day of January, April, June and September of each year.  DAL did not make the interest payment on the Unsecured Notes due January 3, 2011.  As a result, the principal balances of the Unsecured Notes were automatically accelerated without notice from the holders of the Unsecured Notes.

DAL also has a $500,000 Term Note outstanding with Cornix Management, LLC (“Cornix”) that bears interest in the amount of 15.0% per annum, payable monthly, and matures on January 15, 2011 (the “Cornix Note”).  Cornix had previously deferred interest payments on the Cornix Note through January 1, 2011.  Pursuant to the terms of a General Subordination Agreement covering the line of credit obligations (the “Line of Credit”) owed to BA Note Acquisition, LLC (“BNA”), DAL is not permitted to make interest or principal payments under the Cornix Note so long as the Line of Credit remains in default.  DAL failed to make an interest payment to Cornix on January 3, 2011, and is thus in default under the Cornix Note, but has not received a notice from Cornix accelerating the amounts due thereunder.

DAL is seeking waivers from the holders of the Unsecured Notes and Cornix of principal and interest payments otherwise due under these notes, and the default interest rates under these notes, through April 1, 2011.

As previously disclosed, DAL has entered into a Forbearance Agreement with BNA, pursuant to which BNA has agreed to forbear from taking action on the Line of Credit until March 9, 2011.  The outstanding principal balance of the Line of Credit at January 14, 2011 was $5,496,863.28.

Pursuant to the Contribution and Membership Interest Purchase Agreement (the “Contribution Agreement”),DAL is obligated to pay a Finance Charge of 5% per annum, payable on the first business day of January, April, June and September of each year, on the FlatWorld Additional Warrant Proceeds in the amounts of $600,000 payable to Nagina Partners LLC (“Nagina”) and $400,000 payable to Jeffrey A. Valenty (“Valenty”).  DAL did not make the payments due on January 3, 2011, which results in an increased Finance Charge rate to 8.0%.  DAL is seeking waivers from Nagina and Valenty of the payment of the Finance Charge and increased rate through April 1, 2011.

There can be no assurance that DAL will be able to obtain waivers from the holders of the Unsecured Notes, Cornix, Nagina or Valenty.  If DAL is unable to develop ongoing operating plans acceptable to its debt holders or successfully develop and implement those plans in a timely manner, it will not be able to continue its business operations.

Item 8.01.  Other Events.

Valenty and Nagina have informed the Company that they intend to exchange their Common Units of DAL for an aggregate of 722,668 and 1,084,000ordinary shares of the Company’s common stock (the “Shares”), respectively, on January 18, 2011.  The exchange will be made in accordance with the terms of the First Amended and Restated Limited Liability Company Agreement of DAL dated as of January 15, 2010, as amended.  The Shares werepreviously registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form F-1, effective June 25, 2010.

Item 9.01.  Financial Statements and Exhibits

(d)   Exhibits.

Exhibit No.		Descriptions
	99.1	Interest Deferral Agreement and Limited Waiver of Law Offices of David J. Stern, P.A.
	99.2	Interest Deferral Agreement and Limited Waiver of Chardan Capital, LLC and Kerry S. Propper.
	99.3	Interest Deferral Agreement and Limited Waiver of Chardan Capital Markets, LLC.

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 hereunto duly authorized.

	DJSP Enterprises, Inc.
	(Registrant)
Date January 14, 2011	By	/s/ Stephen J. Bernstein
		Stephen J. Bernstein, President and Chief Executive Officer

EX-99.1

INTEREST DEFERRAL AGREEMENT

AND LIMITED WAIVER

This Interest Deferral Agreement and Limited Waiver (the “Agreement”) is made effective as of January 1, 2011 (the “Effective Date”), by and between DAL Group, LLC, a Delaware limited liability company (“DAL”) and Law Offices of David J. Stern, P.A., a professional association licensed to practice law in the State of Florida (“DJS”), Stern Holding Company – PT, Inc., a Florida corporation (“PT”), and Stern Holding Company – DS, Inc., a Florida corporation (“DS”).  DAL, DJS, PT and DS are referred to from time to time in this Agreement individually as a “Party” and together as the “Parties.”

Background

A.           DAL and DJS are parties to that certain Term Note, dated as of January 15, 2010 (the “Term Note”).

B.           Pursuant to Section 1(a) of the Term Note, DAL agreed to pay to DJS interest equal to three percent (3.0%) per annum, payable monthly, in arrears, on the first day of each month (the “Monthly Interest Payments”).

C.           Pursuant to Section 1(b) of the Term Note, DAL agreed to pay to DJS principal amounts equal to (i) DAL’s Net EBITDA for the prior calendar month plus (ii) an amount equal to all cash DAL receives from DJSP Enterprises Inc.’s (formerly Chardan 2008 China Acquisition Company’s) exercise of certain warrants (the “Monthly Principal Payments”), payable on the 10th day of each consecutive calendar month.

D.           The Parties desire to defer the payment of certain Monthly Interest Payments otherwise due under the Term Note, and to waive the payment of certain Monthly Principal Payments otherwise due under the Term Note, each as set forth below.

E.           The Parties desire to waive events of defaults under the Loan Documents (as defined in a certain Loan, Security and Pledge Agreement dated as of January 15, 2010 between the Parties (the “Loan Agreement”)).

Now, therefore, the Parties hereby agree as follows.

Agreement

1.           The Parties hereby agree that all Monthly Interest Payments due from DAL to DJS between January 1, 2011 and April 1, 2011 pursuant to the Term Note, including the interest payments deferred by the Interest Deferral Agreement and Limited Waiver between the Parties dated as of November 1, 2010, shall not be due and payable until April 1, 2011, or, if earlier, the payment in full of all amounts due by DAL to BA Note Acquisition LLC and Banc of America Leasing & Capital, LLC, and all amounts due by DAL pursuant to a certain Senior Loan, Security and Pledge Agreement dated as of January 15, 2010 between DAL and the lenders signatory thereto.

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2.           The Parties hereby agree that DAL shall not be required to make Monthly Principal Payments from January 1, 2011 until April 10, 2011 and beginning April 10, 2011, DAL shall begin making Monthly Principal Payments based upon DAL’s Net EBITDA for the prior month, if any.

3.           The Parties hereby agree that DAL shall not be obligated to comply with the Minimum Payment Requirement of Section 7.1 of the Loan Agreement (the “Minimum Payment Requirement”) for monthly periods ending before April 1, 2011.

4.           Notwithstanding the foregoing, DAL will resume Monthly Interest Payments, Monthly Principal Payments and compliance with the Minimum Payment Requirement upon the payment in full of amounts due by DAL to BA Note Acquisition LLC or Banc of America Leasing & Capital, LLC prior to the dates set forth above.

5.           DJS hereby grants a limited waiver of any default or Event of Default under the Loan Documents that has arisen or may arise solely as a result of DAL’s deferral of Monthly Interest Payments, Monthly Principal Payments or the Minimum Payment Requirement, in accordance with this Agreement.  This limited waiver shall not be deemed to waive any additional or subsequent failures to deliver payments pursuant to the Term Note.

6.           DJS hereby grants a limited waiver through March 31, 2011 of any default or Event of Default under the Loan Documents arising from DAL’s default on indebtedness due by DAL to BA Note Acquisition LLC and Banc of America Leasing & Capital, LLC, receipt of notice of such a default from such lenders, including, but not limited to, a letter dated November 5, 2010, a letter dated December 8, 2010, and acceleration of such indebtedness.

7.           DJS hereby consents to the acquisition of Americal Title Company by Timios, Inc., and hereby grants a limited waiver of Section 6.3 of the Loan Agreement with respect to such transaction.

8.           In addition to the other waivers granted pursuant to this Agreement, DJS hereby grants a limited waiver through March 31, 2011 of any default or Event of Default based on breach or violation of the following provisions of the Loan Agreement:  Section 5.2 (Compliance with Laws) for periods prior to January 1, 2011, Section 5.9 (Notice of Proceedings) for failure to give notice during periods prior to January 1, 2011, and Section 5.14 (Reporting Requirements) through April 1, 2011.

9.           This Agreement is limited to the specific matters described above and shall not be deemed to be a waiver of or a consent to any other matter, including without limitation, any failure to comply with any other provision of the Term Note or the Loan Documents, or a default or any event of default, whether now in existence or subsequently arising.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of January 12, 2011.

DAL GROUP, LLC
By:	/s/ Stephen J. Bernstein
	Stephen J. Bernstein
	President

LAW OFFICES OF DAVID J. STERN, P.A.
By:	/s/ David J. Stern
	David J. Stern
	President

STERN HOLDING COMPANY – PT, INC.
By:	/s/ David J. Stern
	David J. Stern
	President

STERN HOLDING COMPANY – DS, INC.
By:	/s/ David J. Stern
	David J. Stern
	President

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JOINDER BY AND AGREEMENT OF GUARANTOR

Each of the undersigned, DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC, and Default Servicing, LLC (each a “Guarantor,” and collectively the “Guarantors”), being guarantors of the obligations under the Term Note (as such term is defined in that certain Interest Deferral Agreement and Limited Waiver of even date herewith, by and between DAL Group, LLC (“DAL”), and Law Offices of David J. Stern, P.A. (“DJS”), Stern Holding Company – PT, Inc. (“PT”), and Stern Holding Company – DS, Inc. (“DS” and collectively with DJS and PT the “Stern Entities”) (the “Waiver”)) pursuant to each certain Guaranty dated as of January 15, 2010 executed by each Guarantor in favor of the Stern Entities (collectively, the “Guaranty”), hereby represents and warrants and acknowledges and agrees to the following:

1.           Reaffirmation of Guaranty.  The Guaranty constitutes the valid, legally binding obligation of Guarantor in favor of the Stern Entities, enforceable against Guarantor, in accordance with its terms.  By itsexecution hereof, Guarantor waives and releases any and all defenses, affirmative defenses, setoffs, claims, counterclaims and causes of action of any kind or nature which any Guarantor has asserted, or might assert, against any of the Stern Entities which in any way relate to or arise out of the Guaranty or any of the other Loan Documents.  EachGuarantor consents to the execution and delivery of the Waiver by DAL and agree and acknowledges that the liability of such Guarantor under the Guaranty shall not be diminished in any way by the execution and delivery of the Waiver or by the consummation of any of the transactions contemplated thereby.

2.           Agreements of Guarantor.  By its execution hereof, Guarantor agrees to the execution of the Waiver by DAL.

3.           Defined Terms.  All terms that are used herein that are not defined herein shall have the meaning ascribed to them in the Waiver.

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EachGuarantor has executed and delivered this Joinder and Agreement to be effective as of the Effective Date of the Waiver.

GUARANTOR:
DJS PROCESSING, LLC
By:	/s/ Stephen J. Bernstein
	Stephen J. Bernstein
	President

PROFESSIONAL TITLE AND ABSTRACT COMPANY OF FLORIDA, LLC
By:	/s/ Stephen J. Bernstein
	Stephen J. Bernstein
	President

DEFAULT SERVICING, LLC
By:	/s/ Stephen J. Bernstein
	Stephen J. Bernstein
	Vice President

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EX-99.2

INTEREST DEFERRAL AGREEMENT

AND LIMITED WAIVER

This Interest Deferral Agreement and Limited Waiver (the “Agreement”) is made effective as of January 1, 2011 (the “Effective Date”), by and between DAL Group, LLC, a Delaware limited liability company (“DAL”), Chardan Capital, LLC, a Delaware limited liability company (“Chardan”), and Kerry S. Propper (“Propper”).  DAL, Chardan, and Propper are referred to from time to time in this Agreement individually as a “Party” and together as the “Parties.”

Background

A.           DAL and Chardan are parties to that certain Amended and Restated Senior Term Note, dated as of June 1, 2010, in the principal amount of $1,000,000 (the “Chardan Note”).

B.           DAL and Propper are parties to that certain Amended and Restated Senior Term Note, dated as of June 1, 2010, in the principal amount of $1,500,000 (the “Propper Note”).  The Chardan Note and the Propper Note are referred to, collectively, as the “Senior Notes”.

C.           Pursuant to Section 1(a) of each of the Senior Notes, DAL agreed to pay to each of Chardan and Propper interest equal to three percent (3.0%) per annum, payable monthly, in arrears, on the first day of each month (the “Monthly Interest Payments”).

D.           Pursuant to Section 1(b) of each of the Senior Notes, DAL agreed to pay the principal amount outstanding under each Senior Note on January 15, 2011 (the “Principal Payments”).

E.           The Parties desire to defer the payment of certain Monthly Interest Payments and the Principal Payments otherwise due under the Senior Notes, as set forth below.

F.           The Parties desire to waive events of defaults under the Loan Documents (as defined in a certain Senior Loan, Security and Pledge Agreement dated January 15, 2010 between the Parties (the “Loan Agreement”)).

Now, therefore, the Parties hereby agree as follows.

Agreement

1.           The Parties hereby agree that all Monthly Interest Payments and the Principal Payments due from DAL to Chardan or Propper between January 1, 2011 and April 1, 2011 pursuant to the Senior Notes, including the interest payments deferred by the Interest Deferral Agreement and Limited Waiver between the Parties dated as of November 1, 2010, shall not be due and payable until April 1, 2011 or, if earlier, the payment in full of all amounts due by DAL to BA Note Acquisition LLC and Banc of America Leasing & Capital, LLC.  Chardan and Propper hereby grant a limited waiver of any default or Event of Default under the Senior Notes that has arisen or may arise solely as a result of DAL’s deferral of Monthly Interest Payments and Principal Payments in accordance with this Agreement.  This limited waiver shall not be deemed to waive any additional or subsequent failures to deliver payments pursuant to the Senior Notes.

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2.           Chardan and Propper hereby grant a limited waiver through March 31, 2011 of any default or Event of Default under the Loan Documents arising from DAL’s default on indebtedness due by DAL to BA Note Acquisition LLC and Banc of America Leasing & Capital, LLC, receipt of notice of such a default from such lenders, including, but not limited to a letter dated November 5, 2010, a letter dated December 8, 2010, and acceleration of such indebtedness.

3.           Chardan and Propper hereby consent to the acquisition of Americal Title Company by Timios, Inc., and hereby grant a limited waiver of Section 6.3 of the Loan Agreement with respect to such transaction.

4.           In addition to the other waivers granted pursuant to this Agreement, Chardan and Propper hereby grant a limited waiver through March 31, 2011 of any default or Event of Default based on breach or violation of the following provisions of the Loan Agreement:  Section 5.2 (Compliance with Laws) for periods prior to January 1, 2011, Section 5.9 (Notice of Proceedings) for failure to give notice during periods prior to January 1, 2011, and Section 5.14 (Reporting Requirements) through April 1, 2011.

5.           This Agreement is limited to the specific matters described above and shall not be deemed to be a waiver of or a consent to any other matter, including without limitation, any failure to comply with any other provision of the Senior Notes or the Loan Documents, or a default or any event of default, whether now in existence or subsequently arising.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of January 14, 2011.

DAL GROUP, LLC
By:	/s/ Stephen J. Bernstein
	Stephen J. Bernstein
	President

CHARDAN CAPITAL MARKETS, LLC
By:	/s/ Richard D. Propper
	Richard D. Propper
	Chief Executive Officer

By:	/s/ Kerry S. Propper
	KERRY S. PROPPER

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JOINDER BY AND AGREEMENT OF GUARANTOR

Each of the undersigned, DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC, and Default Servicing, LLC (each a “Guarantor,” and collectively the “Guarantors”), being guarantors of the obligations under the Senior Notes (as such term is defined in that certain Interest Deferral Agreement and Limited Waiver of even date herewith, by and between DAL Group, LLC (“DAL”), Chardan Capital, LLC (“Chardan”), and Kerry S. Propper (“Propper”) (the “Waiver”)) pursuant to each certain Guaranty dated as of January 15, 2010 executed by each Guarantor in favor of certain Lenders (as defined in the Loan Documents) (collectively, the “Guaranty”), hereby represents and warrants and acknowledges and agrees to the following:

1.           Reaffirmation of Guaranty.  The Guaranty constitutes the valid, legally binding obligation of Guarantor in favor of Chardan and Propper, enforceable against Guarantor, in accordance with its terms.  By itsexecution hereof, Guarantor waives and releases any and all defenses, affirmative defenses, setoffs, claims, counterclaims and causes of action of any kind or nature which any Guarantor has asserted, or might assert, against Chardan or Propper which in any way relate to or arise out of the Guaranty or any of the other Loan Documents.  EachGuarantor consents to the execution and delivery of the Waiver by DAL and agree and acknowledges that the liability of such Guarantor under the Guaranty shall not be diminished in any way by the execution and delivery of the Waiver or by the consummation of any of the transactions contemplated thereby.

2.           Agreements of Guarantor.  By its execution hereof, Guarantor agrees to the execution of the Waiver by DAL.

3.           Defined Terms.  All terms that are used herein that are not defined herein shall have the meaning ascribed to them in the Waiver.

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EachGuarantor has executed and delivered this Joinder and Agreement to be effective as of the Effective Date of the Waiver.

GUARANTOR:
DJS PROCESSING, LLC
By:	/s/ Stephen J. Bernstein
	Stephen J. Bernstein
	President

PROFESSIONAL TITLE AND ABSTRACT COMPANY OF FLORIDA, LLC
By:	/s/ Stephen J. Bernstein
	Stephen J. Bernstein
	President

DEFAULT SERVICING, LLC
By:	/s/ Stephen J. Bernstein
	Stephen J. Bernstein
	Vice President

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EX-99.3

INTEREST DEFERRAL AGREEMENT

AND LIMITED WAIVER

This Interest Deferral Agreement and Limited Waiver (the “Agreement”) is made effective as of January 1, 2011, by and between DAL Group, LLC, a Delaware limited liability company (“DAL”) and Chardan Capital Markets, LLC (“Chardan”).  DAL and Chardan are referred to from time to time in this Agreement individually as a “Party” and together as the “Parties.”

Background

A.           DAL and Chardan are parties to that certain Term Note, dated as of January 15, 2010 (the “Term Note”).

B.           Pursuant to Section 1(a) of the Term Note, DAL agreed to pay to Chardan interest equal to five percent (5.0%) per annum, payable quarterly, in arrears, on the first day of each calendar quarter (the “Quarterly Interest Payments”).

C.           The Parties desire to defer the payment of certain Quarterly Interest Payments otherwise due under the Term Note, as set forth below.

Now, therefore, the Parties hereby agree as follows.

Agreement

1.           The Parties hereby agree that all Quarterly Interest Payments due from DAL to Chardan between January 1, 2011 and April 1, 2011 pursuant to the Term Note shall not be due and payable until April 1, 2011.

2.           Chardan hereby grants a limited waiver of any default or Event of Default under the Term Note that has arisen or may arise solely as a result of DAL’s deferral of Quarterly Interest Payments, in accordance with this Agreement.  This limited waiver shall not be deemed to waive any additional or subsequent failures to deliver payments pursuant to the Term Note.

3.           This Agreement is limited to the specific matters described above and shall not be deemed to be a waiver of or a consent to any other matter, including without limitation, any failure to comply with any other provision of the Term Note or a default or any event of default, whether now in existence or subsequently arising.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of January 13, 2011.

DAL GROUP, LLC
By:	/s/ Stephen J. Bernstein
	Stephen J. Bernstein
	President

CHARDAN CAPITAL MARKETS, LLC
By:	/s/ Steven Urbach
Name:	Steven Urbach
Title:	President

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JOINDER BY AND AGREEMENT OF GUARANTOR

Each of the undersigned, DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC, and Default Servicing, LLC (each a “Guarantor,” and collectively the “Guarantors”), being guarantors of the obligations under the Term Note (as such term is defined in that certain Interest Deferral Agreement and Limited Waiver of even date herewith, by and between DAL Group, LLC (“DAL”) and Chardan Capital Markets, LLC (“Chardan”) (the “Waiver”)) pursuant to each certain Guaranty dated as of January 15, 2010 executed by each Guarantor in favor of Chardan (collectively, the “Guaranty”), hereby represents and warrants and acknowledges and agrees to the following:

1.           Reaffirmation of Guaranty.  The Guaranty constitutes the valid, legally binding obligation of Guarantor in favor of Chardan, enforceable against Guarantor, in accordance with its terms.  By itsexecution hereof, Guarantor waives and releases any and all defenses, affirmative defenses, setoffs, claims, counterclaims and causes of action of any kind or nature which any Guarantor has asserted, or might assert, against Chardan which in any way relate to or arise out of the Guaranty or any of the other Loan Documents.  EachGuarantor consents to the execution and delivery of the Waiver by DAL and agree and acknowledges that the liability of such Guarantor under the Guaranty shall not be diminished in any way by the execution and delivery of the Waiver or by the consummation of any of the transactions contemplated thereby.

2.           Agreements of Guarantor.  By its execution hereof, Guarantor agrees to the execution of the Waiver by DAL.

3.           Defined Terms.  All terms that are used herein that are not defined herein shall have the meaning ascribed to them in the Waiver.

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EachGuarantor has executed and delivered this Joinder and Agreement to be effective as of the Effective Date of the Waiver.

GUARANTOR:
DJS PROCESSING, LLC
By:	/s/ Stephen J. Bernstein
	Stephen J. Bernstein
	President

PROFESSIONAL TITLE AND ABSTRACT COMPANY OF FLORIDA, LLC
By:	/s/ Stephen J. Bernstein
	Stephen J. Bernstein
	President

DEFAULT SERVICING, LLC
By:	/s/ Stephen J. Bernstein
	Stephen J. Bernstein
	Vice President

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