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EX-3.1 - CERTIFICATE OF AMENDMENT - DEBT RESOLVE INCdrsv_ex31.htm

 

 

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): December 22, 2015

 

DEBT RESOLVE, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-33110

 

33-0889197

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

1133 Westchester Avenue, Suite S-223

White Plains, New York

 

10604 

(Address of principal executive offices)

 

(Zip Code)

 

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:

 

¨ 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))

 

 

CURRENT REPORT ON FORM 8-K

 

Debt Resolve, Inc.

 

December 22, 2015

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 22, 2015, we filed an amendment to our certificate of incorporation with the Delaware Secretary of State increasing the number of our authorized shares of common stock from 200,000,000 to 500,000,000 shares. The amendment was approved by all members of our board of directors and by holders of a majority of our outstanding shares of common stock by written consent. An information statement on Schedule 14C notifying our stockholders of action taken by written consent was mailed to stockholders (of record on December 1, 2015) on December 4, 2015.

 

The amendment to our certificate of incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits. The exhibit listed in the following Exhibit Index is filed as part of this current report.

 

Exhibit No.

 

Description

 

 

 

3.1

 

Certificate of Amendment of the Certificate of Incorporation of Debt Resolve, Inc., filed with the Delaware Secretary of State on December 22, 2015.

 

 
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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: December 29, 2015By:/s/ Stanley E. Freimuth

 

 

 

Stanley E. Freimuth

 

 

 

Chief Executive Officer

 

 

 

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