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) February ~~December 29~~10, ~~2011~~2012

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.)

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

~~Registrant’s Telephone Number, Including Area Code:~~ (954) 727-8217

(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 ~~CFT~~CFR 240.13e-4( c))

Item 1.~~01Entry~~01 Entry into a Material Definitive Agreement.

On February ~~December 29~~16, ~~2011~~2012 (the “Effective Date”), DAL Group, LLC (“DAL”), a subsidiary of DJSP Enterprises, Inc. (the “Company”), and DAL’s ~~Holding Company - DS~~subsidiary, ~~LLC~~DJS ~~(formerly Default Servicing~~Processing, LLC) (~~the~~ “~~Target~~DJS”), ~~which~~the isLaw aOffices ~~subsidiary~~ of ~~DAL~~David J. Stern, ~~entered~~P.A. ~~into a First Amendment to Asset Purchase Agreement~~ (the “~~Amendment~~Law Offices”) by and ~~among~~BA ~~DAL,~~Note ~~the~~Acquisition ~~Target,~~LLC ~~Homeland Security Capital Corporation~~ (“~~HSCC~~Lender”), ~~and~~entered ~~Default~~into ~~Servicing~~an ~~USA,~~amendment ~~Inc.~~ (the “~~Buyer~~Amendment”), ~~which~~to isthe aForbearance ~~subsidiary of HSCC. The Amendment amended that certain Asset Purchase~~ Agreement dated asDecember ~~of June 22~~30, 2011 (the “~~Purchase~~Forbearance Agreement”), ~~which~~as ~~Purchase~~set forth ~~Agreement was described~~ in ~~and~~Exhibit ~~attached~~10.1. toThe ~~the~~Amendment, ~~Company’s~~among ~~Current~~other ~~Report on Form 8-K filed on June 23~~matters, ~~2011. Under~~amends the ~~terms~~related Assignment of the ~~Purchase~~Proceeds ~~Agreement,~~of ~~DAL~~Collateral ~~sold~~Cases ~~substantially~~to revise ~~all of~~ the ~~assets~~calculation of the ~~Target~~net toproceeds ~~Buyer~~from ~~for cash and certain future contingent payments. Pursuant to~~ the ~~terms~~Law ofOffices’ ~~the~~collection ~~Amendment,~~cases ~~DAL~~required ~~agreed~~ to ~~relinquish~~be ~~its~~paid ~~rights~~ to ~~receive~~DAL ~~all~~and ~~future~~DJS. ~~contingent~~Kerry S. ~~payment~~Propper, ~~amounts~~a ~~due~~member ~~and~~of ~~owing to~~ the ~~Target~~Board ~~(as~~of ~~required~~Directors ~~under the terms~~ of the ~~Purchase~~Company, ~~Agreement)~~owns ~~relating~~a tonon-controlling ~~the~~interest ~~period~~in ~~from~~Lender. ~~and~~An ~~after~~affiliate ~~January~~of 1,David J. ~~2012~~Stern, inthe ~~consideration~~former ofChairman, aPresident ~~cash~~and ~~payment~~Chief byExecutive ~~the~~Officer ~~Buyer~~of to the ~~Target~~Company, inowns ~~the~~a ~~amount~~non-controlling ofinterest ~~$200,000~~in Lender.~~00.~~ The foregoing description of the Amendment and the agreements and transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the complete Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1.

OnItem ~~December 30, 2011 (the “Effective Date”), DAL Group, LLC (“Borrower”), a subsidiary of DJSP Enterprises, Inc~~5.02 ~~(the~~Departure ~~“Company”), and Borrower’s subsidiary, DJS Processing, LLC (“DJS”), as well as the Law Offices~~ of ~~David~~Directors J. Stern, P.A. (the “Law Offices”) and BA Note Acquisition LLC (“Lender”), entered into a Forbearance Agreement (the “Forbearance Agreement”) pursuant to which Lender has agreed to forbear from exercising any of its available default rights and remedies, including not taking action to enforce payment of the principal and interest on Borrower’s revolving line of credit (the “Line of Credit”), which Line of Credit is evidenced in part by that certain Loan Agreement dated as of March 18, 2010, pursuant to which Lender’s predecessor-in-interest, Bank of America, N.A., made a loan to Borrower in the original principal amount of $15,000,000.00, through June 30, 2012, as long as Borrower makes weekly payments to Lender of cash held by Lender in its operating accounts in excess of agreed upon levels, as well as providing to Lender the proceeds of any sale not in the ordinary course of business and to which another secured creditor does not have a priority interest. On the Effective Date, Borrower also paid Lender $650,000 to reduce its indebtedness to Lender under the Line of Credit. During this forbearance period, Borrower and DJS are required to operate pursuant to an operating budget agreed upon by the parties. Similarly, the Forbearance Agreement requires the Law Offices, the primary account receivable debtor of DJS, to operate pursuant to an operating budget and to make weekly payments to Lender of cash held by Law Offices in excess of agreed upon levels, which cash payments will be applied to reduce the amount of Law Office’s indebtedness to DJS. Such payments will be applied in turn to reduce amounts outstanding and due by Borrower and DJS under the Line of Credit to Lender. The Law Offices also assigned to DJS and Lender the proceeds of any causes of action (less the cost of collection and a 10% consulting fee payable to David J. Stern) of Law Offices against its account debtors. Because the Forbearance Agreement requires all Excess Cash (as defined in the Forbearance Agreement) of Borrower and its subsidiaries to be paid to Lender, in the event Borrower, DJS, or ~~the~~Certain ~~Law~~Officers; ~~Offices~~Election ~~do not have sufficient cash to fund their expenses as set forth in their approved operating budgets, Lender may in its sole discretion make additional advances to them under the Line~~ of Credit to fund such expenses, thereby increasing their respective debt obligations to Lender and DJS under the Line of Credit. As of the Effective Date, the outstanding principal balance of the Line of Credit was $3,020,846.12. Kerry S. Propper, a member of the Board of Directors; ofAppointment ~~the Company, owns a non-controlling interest in Lender. An affiliate~~ of ~~David~~Certain J.Officers; ~~Stern,~~Compensatory ~~the~~Arrangements ~~former Chairman, President and Chief Executive Officer~~ of ~~the~~Certain ~~Company, owns a non-controlling interest in Lender~~Officers. The foregoing description of the Forbearance Agreement and the agreements and transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the complete Forbearance Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2.

~~Item~~Effective ~~7.01 Regulation~~February FD10, ~~Disclosure~~2012, the Company accepted the resignation of Juan Ruiz as a member of the Board of Directors of the Company and the Board of Managers of DAL. Mr. Ruiz resigned his positions with the Company and DAL to focus on his other business interests.

OnItem January 3, 2012, the Company, DAL, and DJS filed a complaint in the Circuit Court of the Seventeenth Judicial Circuit, in and for Broward County, Florida (Case #CACE12000096, the “Stern Lawsuit”) against David J9. ~~Stern, Law Offices of David J~~01. ~~Stern,~~Financial ~~P.A., Stern Holding Company-DS, Inc. f/k/a Default Servicing, Inc., Stern Holding Company-Professional Title~~ Statements and Abstract Company of Florida, Inc. (collectively referred to as the “Stern Parties”), and P&M Corporate Finance, LLC, a Michigan limited liability company (“P&M”). The Stern Lawsuit alleges, among other things, fraud and legal malpractice by the Stern Parties arising out of a business combination transaction (the “Transaction”) in which the Company acquired the Stern Parties’ non-legal mortgage foreclosure processing and support service operations in December 2009. In the Stern Lawsuit, the Company also alleges that P&M, which provided financial advisory services in connection with the Transaction, failed to act with due professional care in its design and review of a financial model for the Company and in preparing pro forma financial statements on which the Company relied prior to entering into the Transaction. As a result of the allegations contained in the complaint, the Company, DAL and DJS suffered damages for which they seek redress in the Stern Lawsuit. The foregoing description of the Stern Lawsuit and the allegations and requests for relief therein does not purport to be complete and is qualified in its entirety by reference to the Stern Lawsuit complaint, a copy of which is attached as Exhibit 99.1 hereto.Exhibits

~~On January 3, 2012, the Company filed a lawsuit against the professional financial and accounting firms, McGladrey & Pullen, LLP~~ (~~“MP”~~d) ~~and Grant Thornton, LLP (“GT”) in the Circuit Court of the Seventeenth Judicial Circuit, in and for Broward County, Florida (Case #CACE12000097, the “Accounting Professionals Lawsuit”)~~Exhibits. The Accounting Professionals Lawsuit alleges, among other things, that MP and GT failed to act with due professional care in preparing financial statement and reports on which the Company relied prior to entering into the Transaction, which resulted in the Company suffering damages for which it seeks redress in the Accounting Professionals Lawsuit. The foregoing description of the Accounting Professionals Lawsuit and the allegations and requests for relief therein does not purport to be complete and is qualified in its entirety by reference to the Accounting Professionals Lawsuit complaint, a copy of which is attached as Exhibit 99.2 hereto.

The information under Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Exhibit No.

Descriptions

10.1

Amendment to Forbearance Agreement, dated as of February 16, 2012 by and among BA Note Acquisition LLC, DAL Group, LLC, DJS Processing, LLC, and Law Offices of David J. Stern, P.A.

~~Item~~SIGNATURES ~~9.01. Financial Statements and Exhibits.~~

~~(d)~~Pursuant ~~Exhibits~~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.

	10.1	First Amendment to Asset Purchase Agreement, dated December 29, 2011, by and among Homeland Security Capital Corporation, Default Servicing USA, Inc., DAL Holding Company - DS, LLC (formerly Default Servicing, LLC), and DAL Group, LLC.
	DJSP Enterprises, Inc.
	10.2	Forbearance Agreement dated as of December 30, 2011 by and among BA Note Acquisition LLC, DAL Group, LLC, DJS Processing, LLC, and Law Offices of David J. Stern, P.A.
	(Registrant)
	99.1	Complaint [Case #CACE12000096] related to the Stern Lawsuit filed January 3, 2012 in the Circuit Court of the Seventeenth Judicial Circuit, in and for Broward County, Florida.
Date February 16, 2012	By	/s/ Stephen J. Bernstein
	99.2	Complaint [Case #CACE12000097] related to the Accounting Professionals Lawsuit filed January 3, 2012 in the Circuit Court of the Seventeenth Judicial Circuit, in and for Broward County, Florida.
		Stephen J. Bernstein, President and Chief Executive Officer

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 3, 2012	By	/s/ Stephen J. Bernstein
		Stephen J. Bernstein, President and Chief Executive Officer

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