UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): JUNE 14, 2005
DEBT RESOLVE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-29525 33-0889197
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(Commission File Number) (IRS Employer Identification No.)
707 WESTCHESTER AVENUE, SUITE 409
WHITE PLAINS, NEW YORK 10604
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(Address of Principal Executive Offices) (Zip Code)
(914) 949-5500
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(Registrant's Telephone Number, Including Area Code)
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(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):
|_| 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 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective June 20, 2005, Becher, Della Torre, Gitto & Company
(BDG&C) was dismissed as the independent auditor of Debt Resolve, Inc., a
Delaware corporation (the Registrant).
Together with BDG&C's dismissal, the board of directors of the
Registrant approved the engagement of Marcum & Kliegman LLP as the Registrant's
independent registered public accounting firm for the fiscal year ending
December 31, 2005 at a meeting held on June 14, 2005, effective immediately.
Prior to its appointment, the Registrant did not consult with Marcum & Kliegman
LLP regarding matters or events set forth in Items 304(a)(2)(i) and (ii) of
Regulation S-B promulgated by the U.S. Securities and Exchange Commission.
The reports of BDG&C on the Registrant's financial statements for
each of the two fiscal years ended December 31, 2004 and 2003 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.
In connection with the audits of the Registrant's financial
statements for each of the two fiscal years ended December 31, 2004 and 2003,
and through June 14, 2005, there were no disagreements with BDG&C on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the satisfaction of
BDG&C, would have caused BDG&C to make reference to the matter in its reports.
During each of the two fiscal years ended December 31, 2004 and
2003, and through June 14, 2005, no information is required to be reported under
Item 304(a)(1)(iv)(B) of Regulation S-B.
The Registrant has provided BDG&C with a copy of this current
report on Form 8-K and has requested BDG&C to furnish the Registrant with a
letter addressed to the U.S. Securities and Exchange Commission stating whether
it agrees with the above statements and, if not, to state the respects in which
it does not agree with such statements. BDG&C's response letter, dated June 20,
2005, is filed as Exhibit 16.1 to this current report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
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16.1 Becher, Della Torre, Gitto & Company, Response Letter,
dated June 20, 2005.
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 thereunto duly authorized.
DEBT RESOLVE, INC.
Date: June 20, 2005 By: /s/ Katherine A. Dering
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Name: Katherine A. Dering
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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16.1 Becher, Della Torre, Gitto & Company, Response Letter, dated
June 20, 2005.