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): ~~August~~December 319, ~~2012~~2013

QSGI INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation)	001-32620 (Commission File Number)	13-2599131 (IRS Employer Identification Number)
400 Royal Palm Way, Palm Beach, FL 33480 (Address of Principal Executive Office)
1721 Donna Road, West Palm Beach, FL 33409 (Address of Principal Executive Office)
Registrant’s telephone number, including area code: (561) 629-5713

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:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM 5~~Item 8.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On ~~August~~December 319, ~~2012~~2013 the Company ~~received~~entered ~~notification~~into ~~that~~a ~~Benee~~Mediated ~~Scola~~Settlement ~~had~~Agreement ~~tendered~~on ~~her~~a ~~resignation~~civil ~~from~~action ~~the~~filed ~~Board~~on ofMay ~~Directors~~24, of2013 in the ~~Company. Her~~Fifteenth ~~decision~~Judicial ~~was~~Circuit Court in and for ~~personal~~Palm ~~reasons~~Beach ~~and~~County, ~~did~~Florida ~~not~~brought ~~involve~~by ~~any~~Robert ~~disagreements~~W. ~~with~~Wright ~~the~~and ~~Company,~~Susan ~~management~~C. orWright ~~the~~as ~~Board~~plaintiffs ofversus ~~Directors~~QSGI, Inc. as defendant.

OnThe ~~September~~Plaintiffs 6,alleged ~~2012~~that the Company’s ~~appointed~~attempted ~~Jason~~conversion ~~Bodnick to the Board~~ of ~~Directors. Mr. Bodnick has been~~ a ~~founder and officer in private companies serving the real estate~~$250,000 ~~packaged~~Convertible ~~goods,~~Note ~~and~~due ~~retail~~to ~~technology markets for~~ the ~~past~~Plaintiffs 20into ~~years.~~approximately ~~Presently~~11, ~~Mr. Bodnick is a Partner and Managing Director at Gross Capital Partners~~400,000 ~~LLC,~~shares ~~a boutique merchant banking and advisory services firm. From 2008 to 2010, Mr. Bodnick was Vice President~~ of ~~Centurion~~QSGI ~~Credit~~common ~~Management,~~stock ~~a +$250M asset based lending hedge fund. Mr. Bodnick also co-founded and served~~ as apart ~~Managing Director~~ of ~~Premium Asset Management,~~ a ~~late~~merger ~~stage~~transaction ~~venture~~on ~~capital~~June ~~fund co-investing in high technology companies along-side other top tier VC firms such as Kleiner Perkins~~17, ~~Benchmark~~2011 ~~Partners,~~was ~~among~~without ~~others.~~proper ~~From 2001 to 2007, Mr~~authority. Plaintiffs ~~Bodnick~~claimed ~~co-founded~~that ~~Nexxus Group Properties, LLC, a real estate development firm in Southeastern Michigan. During his tenure at Nexxus, Mr. Bodnick was responsible for all facets of~~ the ~~company’s~~Note ~~financing,~~had ~~syndication,~~therefore ~~site~~not ~~selection,~~been ~~development,~~converted and ~~marketing of the company’s portfolio of residential and multifamily projects. Prior to~~ that ~~Mr.~~approximately ~~Bodnick served as the Vice President of Client Strategic Services for Imagicast~~$323,000 ~~Inc.,~~was adue ~~technology~~owning ~~start-up~~on ~~with IPO aspirations developing~~ the ~~first~~Note ~~end-to-end wirelessly networked interactive, shelf edge, collaborative marketing/merchandising solution for retailers~~ and ~~brands. In~~ that ~~role,~~interest hecontinued ~~secured a strategic relationship with P&G, and spearheaded the development and national in-store deployment of the company’s interactive wireless shelf-edge marketing system. Between 1997~~ to ~~1999,~~run ~~Mr.~~at ~~Bodnick served as the CEO of Valley Research Systems,~~ a ~~packaged~~default ~~goods~~rate ~~manufacturer where he lead the development and marketing~~ of aPrime ~~custom~~plus ~~line of products distributed in national retail clients such as Bed, Bath & Beyond, Linens N Things, and Kmart~~7.3% ~~Mr.~~until ~~Bodnick began his career at Salomon Brothers on the mortgage backed securities desk~~paid. ~~Mr. Bodnick received a BA in Political Science from Rutgers University.~~

The settlement reached resulted in agreement of a revised principle balance of $275,000 with interest only monthly payments at an annual interest rate of 5% from January 1, 2014 until June 1, 2016 at which time the principle balance would be due. The note carries no prepayment penalty and the approximately 11,400,000 shares of QSGI Common Stock are deemed to have never been delivered.

SIGNATURE

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.

		QSGI INC.
Date: September 7, 2012	By:	/s/ Marc Sherman
Date: December 12, 2013	By:	/S/ Marc Sherman
		Marc Sherman
		Chairman of the Board

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