~~UNITED STATES~~United States

~~SECURITIES AND~~Securities ~~EXCHANGE~~and ~~COMMISSION~~Exchange Commission

Washington, ~~D.C.~~ DC 20549

~~__________________~~Form 8-K

~~FORM 8-K~~Current Report

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of ~~report~~ Report (Date of earliest event reported): January ~~October 30~~28, ~~2009~~2011

Commission File Number 1-8356

	DVL, Inc.
	(Exact name of registrant as specified in its charter)

Delaware	1-8356	13-2892858
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

70 East 55th Street, 7th Floor, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 350-9900

	N/A
	(Former name or former address, if changed since last report)

DVL, Inc.
(Exact name of registrant as specified in its charter)
Delaware		13-2892858
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

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:

~~70 East~~¨ ~~55th Street,~~Written ~~7th Floor,~~communications ~~New~~pursuant ~~York,~~to NYRule ~~10022~~425 under the Securities Act (17 CFR 230.425)

(Address of principal executive offices)

Registrant’s telephone number including area code: (212) 350-9900

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box 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):

¨ Written communication 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 ~~communication~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Item 1 5.0107. Submission ~~Entry~~of ~~into~~Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~The information contained in Item 5.02(c) with respect to an agreement entered into on November 2, 2009, between~~ DVL, Inc. (the “Company”) ~~and~~held ~~Real~~a ~~Estate~~Special ~~Systems Implementation~~Annual ~~Group,~~Meeting ~~LLC~~of isStockholders ~~hereby~~on ~~incorporated~~January by28, ~~reference~~2011. The stockholders voted on the following matters:

~~Item 4~~Proposal 1.01 ~~Changes~~Election inof ~~Registrant’s Certifying Accountant~~Directors.

~~(a)~~Stockholders Onelected ~~October~~each ~~30,~~of ~~2009,~~ the ~~Company~~Board’s ~~and~~three ~~its~~director ~~independent~~nominees ~~registered public accounting firm, Imowitz Koenig & Co., LLP (“IKC”) agreed that IKC would resign and not stand for re-appointment~~ as ~~the~~set ~~Company’s~~forth ~~independent registered public accounting firm.~~below:

With respect to IKC and its service as the Company’s independent registered public accounting firm;

Director	For	Withheld	Abstain
Alan E. Casnoff	21,833,085	8,335,183	0
Ira Akselrad	21,985,693	8,182,575	0
Gary Flicker	21,983,199	8,185,069	0

·Proposal ~~IKC’s~~2. ~~reports~~Reverse onStock ~~the~~Split ~~Company’s consolidated financial statements as~~ of ~~and~~Common ~~for the years ended December 31, 2008 and 2007 did not contain an adverse opinion or a disclaimer of opinion and, were not qualified or modified as to uncertainty, audit scope, or accounting principle~~Stock.

·A ~~During~~majority of the ~~Company’s~~outstanding ~~fiscal~~shares ~~years~~of ~~ended~~the ~~December~~Company ~~31,~~were ~~2008~~voted ~~and~~FOR ~~2007~~Proposal ~~and~~2, authorizing ~~through~~ the ~~most~~Company’s ~~recent~~Board ~~interim~~of ~~period,~~Directors ~~there~~to ~~were~~effect noa ~~disagreements~~reverse ~~with~~stock ~~IKC~~split ~~on any matter~~ of ~~accounting~~the ~~principles~~Company’s oroutstanding ~~practices,~~Common ~~financial statement disclosure~~Stock, orpar ~~auditing~~value ~~scope~~$0.01 orper ~~procedures,~~share ~~which disagreement~~(s“Common Stock”), ifat ~~not~~an ~~resolved~~exchange toratio ~~the satisfaction~~ of ~~IKC~~1- for-7,500 ~~would~~shares ~~have caused IKC to make a reference to the subject matter of the disagreement~~(~~s) in connection with their reports on~~ the ~~Company’s~~“Reverse ~~financial~~Stock ~~statements for such years~~Split”).

· During the Company’s fiscal years ended December 31, 2008 and 2007 and through the most recent interim period, there was a “reportable event” as described in Item 304(a)(1)(v) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As disclosed in our 2008 Form 10-K, our control environment did not sufficiently promote effective internal control over financial reporting throughout the organization. No misstatements occurred as a result of such material weakness in our internal controls over financial reporting.

For	25,743,506
Against	4,410,893
Abstain	13,869

·Proposal In an effort to improve its internal controls over financial reporting on November 2, 2009 the Company engaged Real Estate Systems Implementation Group LLC (“RESIG”) to provide substantially all of the Company’s internal accounting, financial statement preparation and bookkeeping functions on an outsourced consulting basis3. ~~RESIG~~To isapprove an ~~affiliate~~Amendment ~~of IKC~~ and ~~therefore~~Restatement ~~IKC~~of ~~is no longer independent with respect to~~ our ~~financial~~Certificate ~~statements.~~of ~~Consequently IKC has resigned and the Company engaged a new independent registered public accounting firm as described below~~Incorporation.

~~(b)~~A Onmajority ~~November 3, 2009, the Company, with approval~~ of the ~~Audit~~outstanding ~~Committee~~shares of the ~~Board~~Company ofwere ~~Directors~~voted ofFOR ~~the~~Proposal ~~Company~~3, ~~engaged~~authorizing ~~McGladrey & Pullen, LLP (“M&P”) as~~ the Company’s ~~new~~Board ~~independent registered public accounting firm as~~ of ~~and~~Directors ~~for~~to ~~the~~Amend ~~year ending December 31, 2009. During the fiscal years ended December 31, 2008~~ and ~~2007,~~Restate ~~and through~~ the ~~most~~Certificate ~~recent interim period, neither the Company nor anyone acting on the Company’s behalf consulted with M&P regarding either (i) the application~~ of ~~the~~Incorporation ~~accounting principles~~ to aeliminate ~~specified~~all ~~transaction,~~authorized ~~either~~Preferred ~~completed~~Stock ~~or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements,~~ and ~~neither~~reduce ~~a written report nor oral advice was provided by M&P to~~ the ~~Company~~authorized ~~that~~Common ~~was~~Stock anfrom ~~important~~50 ~~factor~~million ~~considered~~shares ~~by the Company in reaching a decision as~~ to ~~any accounting~~12,000 auditing or financial reporting issues: or (ii) any matter that was either the subject of a “disagreement”, as that term is described in item 304 (a) (1) (v) of Regulation S-K promulgated under the Exchange Act, and the related instructions to Item 304 of Regulation S-K, or a “reportable event”, as the term is described in Item 304 (a) (1) (v) of Regulation S-Kshares.

The Company provided IKC with a copy of the above disclosures it is making in this Current Report on Form 8-K (the “Report”) prior to the time the Report was filed with the Securities and Exchange Commission (the “SEC”). The Company requested that IKC furnish a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of IKC’s letter dated November 5, 2009, is attached as Exhibit 16.1 hereto.

For	25,753,955
Against	4,400,565
Abstain	13,748

~~Item 5.02~~The ~~Departure~~Company intends to file the Amended and Restated Charter with the Delaware Secretary of ~~Directors~~State on or ~~Principal~~about ~~Officers;~~February ~~Election~~1, 2011 (the “Effective Date”) to effect the Reverse Stock Split. As a result, every 7,500 shares of ~~Directors:~~ pre-split Common Stock issued and outstanding immediately prior the Effective Date will be converted into one post-split share of Common Stock, $0.01 par value per share. ~~Appointment~~After the Reverse Stock Split is effected, the Company will have fewer than 300 stockholders of ~~Principal~~record. ~~Officers~~Accordingly, the Company will file a Form 15 with the Securities and Exchange Commission (the “SEC”) to deregister its common stock under the Securities Act of 1933 and become a private company no longer subject to SEC reporting requirements under the Securities Exchange Act of 1934.

~~(b) On November~~ -2, 2009, Henry Swain, the Principal Financial Officer and Principal Accounting Officer of the Company resigned from the offices of Chief Financial Officer and Treasurer of the Company and he is no longer the Principal Financial Officer and Principal Accounting Officer of the Company. Mr. Swain, Executive Vice President will retain other duties at the Company with respect to the Company’s operations.-

~~(c)~~Following Onthe ~~November~~Reverse 2,Stock ~~2009~~Split, ~~the~~holders ~~Company~~of ~~appointed~~certificates ~~Neil~~representing H.shares ~~Koenig~~of aspre-split ~~Executive~~Common ~~Vice~~Stock ~~President~~prior ~~and~~to ~~Chief~~the ~~Financial~~Effective ~~Officer~~Date ofhave the ~~Company~~right ~~and~~to asreceive, ~~such~~upon surrender of those certificates, ~~Mr.~~post-split ~~Koenig~~shares isof ~~the~~Common ~~Principal~~Stock ~~Financial~~at ~~Officer~~the ~~and~~ratio ~~Principal~~of ~~Accounting~~one ~~Officer~~share of ~~the~~post-split ~~Company.~~Common ~~Mr.~~Stock ~~Koenig’s~~for ~~appointment~~every as7,500 ~~Executive~~shares ~~Vice~~of ~~President~~pre-split ~~and~~Common ~~Chief~~Stock. No ~~Financial~~fractional ~~Officer~~shares ~~was~~will ~~required~~be ~~pursuant~~issued toin anconnection ~~agreement~~with (the ~~“Agreement”)~~Reverse ~~entered~~Stock ~~into~~Split. Instead, onholders ~~November~~of 2,pre-split ~~2009~~shares ~~between~~of ~~the~~Common ~~Company~~Stock ~~and~~who ~~RESIG~~otherwise ~~pursuant~~would tohave ~~which~~received ~~RESIG~~fractional shares will ~~provide~~receive ~~substantially~~an ~~all~~amount ofin ~~the~~cash ~~Company’s~~equal ~~internal~~to ~~accounting~~$0.14 per pre-split share. For more information, ~~financial~~please ~~statement~~refer ~~preparation~~to ~~and~~the ~~bookkeeping~~Proxy ~~functions~~Statement on anSchedule ~~outsourced~~14A, ~~consulting~~filed ~~basis,~~with asthe ~~further~~SEC ~~described~~on ~~below~~December 30, 2010.

Mr. Koenig, age 59, has been a managing member of RESIG since 1999 and has been a managing partner of IKC since 1980. IKC was the independent registered public accounting firm of the Company as of and for the years ended December 31, 2008 and 2007 and through the most recent interim period. IKC and RESIG have common ownership. Mr. Koenig serves on the Board of Directors of NBTY, Inc, a public company that manufactures, markets, distributes and retails nutritional supplements.-3-

Pursuant to the Agreement, RESIG will provide substantially all of the Company’s internal accounting, financial statement preparation and bookkeeping functions on an outsourced consulting basis. The Agreement does not provide for a specified term and is terminable by either the Company or RESIG upon 30 days prior notice to the non-terminating party. Pursuant to the Agreement, the Company will pay a fee to RESIG of $305,000 per annum (subject to reduction for the amount of any direct compensation which may be received by Mr. Koenig), payable quarterly, and such amount is subject to review and adjustment annually upon agreement of the Company and RESIG. In addition, RESIG is entitled to reimbursement of all out of pocket disbursements.SIGNATURES

~~During 2009~~Pursuant ~~and~~to ~~through~~ the ~~date~~requirements of ~~this~~the ~~filing,~~Securities ~~IKC~~Exchange ~~charged~~Act ~~the~~of ~~Company $85~~1934,~~000~~ ~~for audit~~the ~~related~~registrant ~~fees~~has ~~and~~duly ~~$48,570~~caused ~~for~~this ~~tax~~report ~~preparation~~to ~~and~~be ~~tax~~signed ~~consulting fees. During~~on ~~2008,~~its ~~IKC~~behalf ~~charged~~by the ~~Company~~undersigned ~~$167,000~~hereunto ~~for~~duly ~~audit related fees and $33,000 for tax preparation and tax consulting fees~~authorized.

~~Mr. Koenig~~Dated: January ~~currently~~28, will not receive any direct compensation for his services as Executive Vice President and Chief Financial Officer of the Company and is neither an employee of the Company nor providing services to the Company on a full-time basis.2011

~~Item 9~~DVL, INC.01 ~~Financial~~By: ~~Statements~~/s/ Alan Casnoff Alan Casnoff President and ~~Exhibits~~Chief Executive Officer

~~(c) Exhibits.~~-4-

16.1 Letter from IKC to the Securities and Exchange Commission, dated November 5, 2009

SIGNATURE

Pursuant to the requirements of 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: November 5, 2009.

DVL, INC, By: /s/ Alan Casnoff Alan Casnoff President & Chief Executive Officer

Filing Compare · DVL INC /DE/