UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported): August 4, 2008
DEBT
RESOLVE, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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1-33110
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33-0889197
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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707
Westchester Avenue, Suite L7
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White
Plains, New York
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10604
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(Address
of principal executive offices)
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(Zip
C
ode)
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Registrant’s
telephone number, including area code: (914) 949-5500
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:
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On
August
4, 2008 (the “Termination Date”), the audit committee of the board of directors
of the Registrant approved dismissal of
Marcum
& Kliegman LLP (“M&K”) and the engagement of RBSM, LLP (“RBSM”) as our
independent registered public accounting firm. RBSM was engaged on August 5,
2008 as the Registrant's new independent registered public accounting firm.
For
each
of the two years ended December 31, 2007 and 2006, and thereafter through the
Termination Date, we did not consult
with
RBSM
regarding either: (i) the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit opinion that might
be rendered on our financial statements; or (ii) any matter that was the subject
of a disagreement or event identified in response to Item 304(a)(1)(iv)(B)
of
Regulation S-B.
The
reports of M&K on the Registrant's financial statements for each of the two
years ended December 31, 2007 and 2006 did not contain an adverse opinion or
a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles, except that the audit reports contained
an explanatory paragraph describing the existence of substantial doubt about
the
Registrant's ability to continue as a going concern.
For
each
of the two years ended December 31, 2007 and 2006, and thereafter through the
Termination Date, there were no disagreements with M&K on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which, if not resolved to the satisfaction of M&K would
have caused M&K to make reference to the subject matter of the disagreement
in connection with its reports.
The
Registrant has provided M&K with a copy of this current report on Form 8-K
and has requested M&K to furnish the Registrant with a letter addressed to
the U.S. Securities and Exchange Commission stating whether it agrees with
the
above statements. A copy of M&K’s letter dated August 15, 2008 is included
as Exhibit 99.1 hereto.
As
of
March 31, 2008, M&K reported to our audit committee that a reportable
condition was identified in our internal controls over financial reporting
that
constitutes a “material weakness.” The material weakness relates to a limited
segregation of duties at the Company and could impact the accuracy and
completeness of the Company’s financial reporting. However, at this time,
management does not believe that there have been any material misstatements
to
the Company’s financial statements as a result of the aforementioned material
weakness. As of this date, management has not yet remedied this material
weakness.
The
audit
committee of the board of directors of the Registrant discussed “material
weakness” referred to above with M&K. Registrant has authorized M&K to
respond fully to the inquiries of RBSM concerning the material weakness. The
Company intends to address this material weakness by devoting additional
personnel to more specific accounting and reporting functions when additional
funding is obtained.
ITEM
8.01 - OTHER EVENTS
8.01(a)
In
order
to focus on its core Internet business, and eliminate any chance of a conflict
of interest between the Company and potential clients, the Company has ceased
operations of its subsidiary, First Performance Corporation (“FPC”). FPC was
valuable as a laboratory for the development of new products, now in the
pipeline, but is no longer needed. Ceasing FPC operations was part of an overall
cost reduction initiative and will reduce the Company’s costs by over $125k per
month.
8.01(b)
In
connection with the Securities Purchase Agreement dated March 31, 2008 between
Harmonie International LLC (“Harmonie”) and the Company (the “SPA”), which
required the purchase by Harmonie from the Company for Seven Million Dollars
($7,000,000.00) of (i) 2,966,102 shares (the "Shares") of the authorized but
unissued shares of the Company's common stock, par value $.001 per share (the
"Common Stock"), and (ii) warrants to purchase up to 3,707,627 shares of the
Common Stock (the “Warrants”), attached as Exhibit 99.2 hereto is an August 7,
2008 email received by the Company from William Donahue, CEO of Harmonie.
Despite receipt of the communication, there is no assurance that Harmonie will
fund as stated. Harmonie continues to confirm their commitment to fund but
has
failed to do so, nor has it offered any proof of funds nor provide a firm
funding date. In the event that Harmonie does not fund within a short period
of
time, the Company intends to pursue legal action against Harmonie and others
for
specific performance of the Securities Purchase Agreement and for damages.
Debt
Resolve
will
seek
damages of at least $7,000,000 on account of Harmonie's breach of the SPA,
and
at least $3,000,000 for damages consequently suffered by Debt Resolve in
reliance on the repeated representations of Harmonie and others that Harmonie
was funding the amount under the SPA. In addition, Debt Resolve will seek
$500,000 for its out-of-pocket expenses incurred in this transaction and the
collection of these amounts.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
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16.1
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Letter
from Marcum & Kliegman LLP.
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99.2
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Email
dated August 7, 2008 received by the Company from William Donahue,
CEO of
Harmonie.
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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.
DEBT
RESOLVE, INC.
Date:
August 15, 2008
Kenneth
Montgomery, CEO
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