UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


(Mark
one)


FORM
20-F





 ̈
            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
              EXCHANGE
      ACT OF 1934





OR





 ̈
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended ________________.





OR





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





OR





þ
            SHELL
      COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934Date
      of event requiring this shell company report: January 15,
      2010for
      the transition period from __________ to ___________





Commission
file number:  001-34149





DJSP
Enterprises, Inc.


________________________________


(Exact
name of the Registrant as specified in its charter)





British
Virgin Islands


_____________________________


(Jurisdiction
of incorporation or organization)





900 South
Pine Island Road ,
Suite 400


Plantation,
Florida 33324


___________________________


(Address
of principal executive offices)





Kumar
Gursahaney; Tel: (954) 233-8000 ext. 2024; Fax: (954) 233-8570


900 South Pine
Island  Road ,
Suite 400; Plantation, Florida 33324


(Name,
Telephone, E-mail and/or Facsimile Number and Address of Company Contact
Person)






Table of Contents






Securities
registered or to be registered pursuant to Section 12(b) of the
Act:





Title of Each
    Class
              
              Name of each exchange on which
      registeredUNITS,
      EACH CONSISTING OF
                ONE
      ORDINARY SHARE
                AND
      ONE WARRANT
              
              The
      NASDAQ Stock Market LLCORDINARY
      SHARES
              
              The
      NASDAQ Stock Market LLCWARRANTS
      TO PURCHASE
                ONE
      ORDINARY SHARE
              
              The
      NASDAQ Stock Market LLC







Securities
registered or to be registered pursuant to Section 12(g) of the
Act:





None





Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act:





None





On
January 15, 2010, the registrant had 10,663,866 ordinary shares
outstanding.






Table of Contents







Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.





o
      Yes
            x
      No





If this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.





o
      Yes
            o
      No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.





xYes
            o 
      No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


oYes
            o 
      No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.





o  Large
      Accelerated filer
            o  Accelerated
      filer
            x 
      Non-accelerated filer





Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:





x  US
      GAAP
            o 
      International Financial Reporting Standards as issued by the International
      Accounting Standards Board
            o 
      Other


If
“Other” has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant has elected to
follow.





o Item
      17
            o Item
      18





If
this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).





o
      Yes
            o
      No





(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of the securities under a
plan confirmed by a court.





o
      Yes
            o 
      No






Table of Contents




TABLE OF CONTENTS





PART
    I
            PageItem
      1.
            Identity of Directors, Senior Management and
      Advisers
            1Item
      2.
            Offer Statistics and Expected Timetable
            1Item
      3.
            Key Information
            1A.
            Selected
      financial data
            1B.
            Capitalization
      and indebtedness
            1C.
            Reasons
      for the offer and use of proceeds
            1D.
            Risk
      factors
            1Item
      4.
            Information On The Company
            2A.
            History
      and Development of the Company
            2B.
            Business
      overview
            2C.
            Organizational
      structure
            3D.
            Property,
      plants and equipment
            3Item
      4A.
            Unresolved Staff Comments
            3Item
      5.
            Operating and Financial Review and
    Prospects
            3Item
      6.
            Directors, Senior Management and
    Employees
            4A.
            Directors
      and senior management
            4B.
            Compensation
            4C.
            Board
      practices
            4D.
            Employees
            4E.
            Share
      ownership
            4Item
      7.
            Major Shareholders and Related
    Transactions
            5A.
            Major
      shareholders
            5B.
            Related
      party transactions
            6C.
            Interests
      of experts and counsel
            7Item
      8.
            Financial Information
            7A.
            Consolidated
      Statements and Other Financial Information
            7B.
            Significant
      Changes
            7Item
      9.
            The Offer and Listing
            7A.
            Offer
      and listing details
            7B.
            Plan
      of distribution
            8C.
            Markets
            8D.
            Selling
      shareholders
            8E.
            Dilution
            8F.
            Expenses
      of the issue
            8    Table of Contents
  Item
      10.
            Additional Information
            8A.
            Share
      capital
            8B.
            Memorandum
      and articles of association
            8C.
            Material
      contracts
            9D.
            Exchange
      controls
            9E.
            Taxation
            9F.
            Dividends
      and paying agents
            9G.
            Statement
      by experts
            9H.
            Documents
      on display
            9I.
            Subsidiary
      Information
            10Item
      11.
            Quantitative and Qualitative Disclosure About Market
      Risk
            10Item
      12.
            Description of Securities Other Than Equity
      Securities
            10PART
      IIIItem
      17
            Financial Statements
            10Item
      18.
            Financial Statements
            10Item
      19
            Exhibits
            10Signatures
            
            12








Table of Contents





CERTAIN
INFORMATION





In this
Shell Company Report on Form 20-F (the “Report”), unless otherwise
indicated, “we,” “us,” “our,” and “the Company” refers to DJSP Enterprises, Inc.
(f/k/a Chardan 2008 China Acquisition Corp.), a British Virgin Islands company,
and its subsidiaries subsequent to the Business Combination referred to
below.  Unless the context indicates otherwise, all references to
“DAL” in this Report refer to DAL Group, LLC, a
subsidiary of the Company and the entity through which the operating business is
held, and its subsidiaries, including DJS Processing, LLC, Professional Title
and Abstract Company of Florida, LLC, and Default Servicing, LLC. The “Business
Combination” refers to the acquisition by the Company of a controlling interest
in DAL, which transaction was consummated on January 15, 2010.





FORWARD-LOOKING
STATEMENTS





This
Report contains ‘‘forward-looking statements’’ that represent our beliefs,
projections and predictions about future events. All statements other than
statements of historical fact are ‘‘forward-looking statements’’ including any
projections of earnings, revenue or other financial items, any statements of the
plans, strategies and objectives of management for future operations, any
statements concerning proposed new projects or other developments, any
statements regarding future economic conditions or performance, any statements
of management’s beliefs, goals, strategies, intentions and objectives, and any
statements of assumptions underlying any of the foregoing. Words such as
‘‘may’’, ‘‘will’’, ‘‘should’’, ‘‘could’’, ‘‘would’’, ‘‘predicts’’,
‘‘potential’’, ‘‘continue’’, ‘‘expects’’, ‘‘anticipates’’, ‘‘future’’,
‘‘intends’’, ‘‘plans’’, ‘‘believes’’, ‘‘estimates’’ and similar expressions, as
well as statements in the future tense, identify forward-looking
statements.





These
statements are necessarily subjective and involve known and unknown risks,
uncertainties and other important factors that could cause our actual results,
performance or achievements, or industry results, to differ materially from any
future results, performance or achievements described in or implied by such
statements. Actual results may differ materially from expected results described
in our forward-looking statements, including with respect to correct measurement
and identification of factors affecting our business or the extent of their
likely impact, the accuracy and completeness of the publicly available
information with respect to the factors upon which our business strategy is
based or the success of our business.





Forward-looking
statements should not be read as a guarantee of future performance or results,
and will not necessarily be accurate indications of whether, or the times by
which, our performance or results may be achieved. Forward-looking statements
are based on information available at the time those statements are made and
management’s belief as of that time with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in or suggested by the
forward-looking statements. Important factors that could cause such differences
include, but are not limited to, those factors discussed under the headings
“Risk Factors”, “Information about DAL LLC,” and “DAL Management’s Discussion
and Analysis or Plan of Operations” and elsewhere in this Report.





Table of Contents





PART I





ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISERS





A.
            Directors
      and Senior Management





Our
directors and executive officers immediately after the consummation of the
Business Combination are described in the Company’s Proxy Statement, filed under
cover of Form 6-K with the Securities and Exchange Commission (the “Commission”)
on December 29, 2009 (the “Proxy Statement”) in the section entitled “Directors
and Management” beginning on page 149, which is incorporated herein by
reference. The business address of each director and executive officer is 900
South Pine Island Road , Suite 400, Plantation, Florida
33324.





On
January 11, 2010, the Company’s shareholders elected David J. Stern, Kumar
Gursahaney, Juan V. Ruiz, Matthew S. Kayton, Mark P. Harmon, Nicholas H. Adler,
and Jerry Hutter as directors of the Company, with such appointments to take
effect upon consummation of the Business Combination.





On
January 15, 2010, the board of directors of the Company made the following
appointments: David J. Stern as Chairman of the Company’s board of directors,
President, and Chief Executive Officer, and Kumar Gursahaney as Executive Vice
President and Chief Financial Officer.





B.
            Advisers





Loeb
& Loeb LLP has acted as the Company’s principal United States legal counsel.
Loeb & Loeb LLP’s address is 345 Park Ave., New York, NY 10154. Maples &
Calder has acted as the Company’s principal British Virgin Islands legal
counsel. Maples & Calder’s address is Sea Meadow House, PO Box 173; Road
Town; Tortola VG1110; British Virgin Islands.





C.
            Auditors





Information
regarding the Company’s auditors is described in the Proxy Statement in the
section entitled “Directors and Management–Independent Auditor” on page 152,
which is incorporated herein by reference.





ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE





Not
required.





ITEM 3. KEY INFORMATION





A.Selected financial
data




Financial information regarding the
Company is included in the Proxy Statement in the section entitled “Selected
Historical Financial Information” beginning on page 44, and “Unaudited Pro Forma
Combined Financial Statements” beginning on page 139, which are incorporated
herein by reference.




B.Capitalization and
Indebtedness





The capitalization of the Company is
included in the Proxy Statement in the section entitled “Capitalization of
Chardan 2008 China Acquisition Corp.” on page 138, which is incorporated herein
by reference.





C.  Reasons for the Offer and Use of
Proceeds





Not
required.





D. 
Risk
factors




- 1
-
 Table of Contents





The risks associated with DAL’s
business are described in the Proxy Statement in the section entitled “Risk
Factors” beginning on page 30 and are incorporated herein by
reference.





ITEM 4. INFORMATION ON THE COMPANY





A.History and Development of the
Company





The
Company was a blank check company formed in the British Virgin Islands on
February 19, 2008 for the purpose of acquiring, engaging in a merger or share
exchange with, purchasing all or substantially all of the assets of, or engaging
in a contractual control arrangement or any other similar business combination
with an unidentified operating business. The Company consummated its initial
public offering on August 11, 2008 and generated gross proceeds
of  approximately $55,000,000.00.





On
January 11, 2010, the Company’s shareholders approved the Business Combination
and related transactions. The holders of 2,800 of the Company’s ordinary shares
voted against the Business Combination and redeemed their shares for a pro rata
portion of the Company’s trust account.





On
January 15, 2010, the Company acquired a controlling interest in DAL in exchange
for $52,477,047 in cash. In particular, the Company
acquired 10,663,866 DAL Common Units and warrants to acquire 11,441,666 Common
Units (the “DAL Warrants”).





Concurrently
with the Business Combination, the Law Offices of David J. Stern (“DJS”),
Professional Title and Abstract Company of Florida, Inc. (“PTA”) and Default
Servicing, Inc. (“DSI”) (collectively, the “Stern Contributors”) transferred all
of the non-legal business and assets of DJS, DSI and PTA (the “Stern
Contributors’ Contribution”) to DJS Processing, LLC (“DJS LLC”), Default
Servicing, LLC (“DSI LLC”) and Professional Title and Abstract Company of
Florida, LLC (“PTA LLC”), respectively. In consideration for their contribution
of their ownership interests in DJS LLC, PTA LLC and DSI LLC to DAL, the Stern
Contributors received from DAL the following (the “Consideration”):




·
            $58,500,080
      in cash (the “Initial Cash”);




·
            $52,469,000
      in a promissory note issued by DAL (the “Stern
  Note”);




·
            1,200,000
      DAL Common Units (the “Stern DAL Common
Units”);




·
            1,666,667
      DAL Series A Preferred Units (the “Stern DAL Series A Preferred
      Units”);




·
            3,133,333
      DAL Series B Preferred Units (the “Stern Series B Preferred Units”);
      and




·
            The
      right to receive $35 million in Post-Closing Cash
      (defined in Item
5 below).




Following
the Business Combination, the existing members of DAL, FlatWorld DAL LLC
(“FlatWorld”) and Fortuna Capital Partners LP (“Fortuna”), hold (i) an aggregate
of 1,500,000 Common Units of DAL and (ii) an aggregate of 766,667 Series B
Preferred Units in DAL.





The
Business Combination followed the favorable vote of the public shareholders of
the Company in accordance with the SPAC business combination approval procedures
established at the time of the Company’s initial public offering. In connection
with the Business Combination, the Company changed its name from “Chardan 2008
China Acquisition Corp.” to “DJSP Enterprises, Inc.” The Company’s principal
offices are located at 900 South Pine Island Road, Suite 400, Plantation,
Florida 33324.





Concurrently
with the Business Combination, the Company consummated a private placement of
1,500,000 ordinary shares of the Company for aggregate proceeds of $10,250,000,
which proceeds formed a part of the Business Combination consideration. As a
result, following the Business Combination and private placement, the Company
had a total of 10,663,866 ordinary shares outstanding.





B.Business Overview






- 2
-
 Table of Contents





The
business of DAL is described in the Proxy Statement in the section entitled
“Information about DAL LLC” beginning on page 93, and the business of the
Company is described in the Proxy Statement in the section entitled “Information
about Chardan 2008” beginning on page 133, which are incorporated herein by
reference.





C.Organizational
Structure





The Company’s organizational structure
is described in the Proxy Statement in the section entitled “Information about
DAL LLC” beginning on page 93, which is incorporated herein by
reference.





D.Property, plant and
equipment





The facilities of the Company are
described in the Proxy Statement in the section entitled “Information about DAL
LLC—Operations & Facilities” on page 116 and “Information about Chardan
2008—Facilities” on page 135, which are incorporated herein by
reference.





ITEM 4A. UNRESOLVED STAFF COMMENTS





Not
applicable.





ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS





The
discussion and analysis of the financial condition of DAL and the Company is
described in the Proxy Statement in the sections entitled “DAL Management’s
Discussion and Analysis of Financial Condition and Results of Operations of the
Target Business” beginning on page 124 and “Chardan 2008 Management’s Discussion
and Analysis or Plan of Operations” beginning on beginning on page 136, which
are incorporated herein by reference. In the Company’s opinion, its working
capital is sufficient for its present requirements.





In
connection with the Business Combination, the Company issued the following notes
on January 15, 2010:




·
            A
      note in the amount of $52,469,000.00 issued to DJS (the “Stern Deferral
      Note”) which has an interest rate of 3.0% per annum and a maturity date of
      36 months after January 15,
    2010;




·
            Notes
      in the aggregate amount of $1,100,000.00 relating to deferred compensation
      issued to the underwriters of the Company’s initial public offering which
      have an interest rate of 5% per annum and are payable upon the earlier of
      (i) the one year anniversary of the repayment of the Stern Note, or (ii)
      January 15, 2012;




·
            A
      note in the aggregate amount of $500,000.00 relating to certain deferred
      compensation owing by the Company to Rodman & Renshaw, LLC which has
      an interest rate of 5% per annum and is payable upon the earlier of (i)
      the one year anniversary of the repayment of the Stern Note, or (ii)
      January 15, 2012;




·
            A
      note in the amount of $250,000 relating to deferred compensation owing by
      the Company to Chardan Capital Markets, LLC which has an interest rate of
      5% per annum and is payable upon the earlier of (i) the one year
      anniversary of the repayment of the Stern Note, or (ii) January 15, 2012;
      and




·
            Notes
      in the aggregate amount of $15,188,735.97 relating to a senior financing
      facility entered into in connection with the Business Combination and
      which  have interest rates of 15% per
      annum and are payable by January 15,
2011.





The Stern
Contributors are entitled to be paid $35,000,000 in cash after the closing of
the Business Combination (the “Post-Closing Cash”). The Post-Closing Cash must
be paid in full no later than the fifth anniversary of the closing. The
principal source of the funds to pay the Post-Closing Cash will be approximately
90% of the proceeds from Chardan 2008’s required exercise of the DAL Warrants
not used to satisfy the Stern Note. To the extent that the Post-Closing Cash is
not paid within 180 days of the closing of the Business Combination, a late fee
of 0.25% per month will be added to the outstanding balance of Post-Closing Cash
due until paid in full. In that event, DAL will also utilize approximately 90%
of its free cash flow, together with any remaining proceeds from the exercise of
the  DAL Warrants, to pay the Post-Closing Cash.
To the extent that the Post-Closing Cash has not been paid in full by the
eighteen month “anniversary” of the closing of the Business Combination, 0.67%
per month will be added to the outstanding balance of the Post-Closing Cash due
until paid in full.






- 3
-
 Table of Contents





The
payment of the Stern Note and the Post-Closing Cash are guaranteed by each of
DJS LLC, PTA LLC and DSI LLC and secured by all of the assets of DAL, DJS LLC,
PTA LLC and DSI LLC.





ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES





A.Directors and senior
management





The
Company’s directors and executive officers immediately after the consummation of
the Business Combination are described in the Proxy Statement in the section
entitled “Directors and Management” beginning on page 149, which is incorporated
herein by reference.





Reference
is also made to the disclosure set forth under the section entitled “Item
1–Identity of Directors, Senior Management, and Advisers–Directors and Senior
Management” in this Form 20-F, which is incorporated herein by
reference.





B.Compensation





The compensation of the executive
officers and directors of the Company is described in the Proxy Statement in the
sections entitled “Directors and Management—Board Compensation” on page 152, and
“Directors and Management—Executive Compensation”, beginning on page 152, and
“Information about DAL LLC–Management–Stern Employment Agreement” beginning on
page 122, which are incorporated herein by reference.





On January 18, 2010, the Compensation
Committee granted share options under the Company’s 2009 Equity Incentive Plan
to (i) its non-employee directors to acquire an aggregate of 37,000 ordinary
shares of the Company (7,000 to each of Messrs. Hutter, Ruiz, Harmon and Adler
and 9,000 to Mr. Kayton) and (ii) certain employees of DAL, DJS LLC, PTA LLC and
DJS LLC to acquire an aggregate of 664,800 ordinary shares of the Company. The
exercise price for the share options is $8.85, the closing price of the
Company’s ordinary shares on the prior trading day.  The non-employee
director share options become exercisable one year after the date of grant or,
if earlier, their removal as a director or failure to be renominated or
reelected as a director. The employee share options become exercisable in three
equal annual installments. The share options are nonqualified stock options,
become exercisable upon certain changes in control of the Company and DAL, and
will terminate 10 years after the date of grant or, if earlier, three months
after termination of employment (one year if termination is due to death or
disability).





C.Board
Practices





A
description of the term of each member of the board of directors is included in
the Supplement to Proxy Statement filed under cover of Form 6-K with the
Commission on January 7, 2010, in the section entitled “Voting Information,
Election of Directors and Amendment Proposal”. Details regarding David J.
Stern’s employment agreement with the Company, which provides for benefits upon
termination of employment, is included in the Proxy Statement in the section
entitled DAL LLC–Management–Stern Employment Agreement” beginning on page 122,
which is incorporated herein by reference. Other than David J. Stern, no
director of the Company has a contract with the Company or any of its
subsidiaries providing for benefits upon termination of employment and pursuant
to the terms of the share options granted to the non-employee directors of the
Company.





The
Company’s audit committee consists of Jerry Hutter (chair), Juan V. Ruiz, and
Matthew S. Kayton. The Company’s compensation committee consists of Mark P.
Harmon (chair), Nicholas H. Adler, and Matthew S. Kayton.





D.Employees





The
Company has approximately 1,000 individuals working for it, none of whom is
represented by a labor union.





E.Share
Ownership




- 4
-
 Table of Contents





See Item 7A.





On January 11, 2010, the Company’s
shareholders approved the Chardan 2008 China Acquisition Corp. 2009 Equity
Incentive Plan, which took effect upon consummation of the Business Combination,
which reserved up to 1,570,000 ordinary shares in the Company for issuance to
the Company’s directors, employees, and consultants, as further described in the
Proxy Statement in the section entitled “Proposal to Approve the Equity
Incentive Plan,” beginning on page 81, which is incorporated herein by
reference.





ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS





A.Major
shareholders





The
following table sets forth certain information regarding our ordinary shares as
of January 15, 2010 by:




·
            each
      person known by us to be the beneficial owner of more than 5% of our
      outstanding ordinary shares;




·
              each
      of our officers and directors; and


·
                all
      of our officers and directors as a
group.


The
column entitled “Number of Ordinary Shares Beneficially Owned (excluding Shares
Beneficially Owned through Voting Agreement)” does not include shares subject to
the Voting Agreement (as defined below) which the
person would not have an interest in but for the Voting Agreement.





As of
January 15, 2010, there were a total 10,663,866 ordinary shares outstanding.
Unless otherwise indicated, we believe that all persons named in the table have
sole voting and investment power with respect to all ordinary shares
beneficially owned by them.





Ordinary
shares which an individual or group has a right to acquire within 60 days
pursuant to the exercise or conversion of options, warrants or other similar
convertible or derivative securities are deemed to be outstanding for the
purposes of computing the percentage ownership of such individual or group, but
are not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person shown in the table.





Pursuant
to the terms of the Voting Agreement dated January 15, 2010 (the “Voting
Agreement”) by and among David J. Stern, DJS, PTA, DSI, Flatworld, Jeffrey
Valenty, Nagina, the Company, and certain shareholders of the Company who are
signatories thereto, the parties to the Voting Agreement other than the Company
agree to vote all of the ordinary shares held by them in favor of four nominees
to the Company’s Board of Directors designated by Mr. Stern (each a “Stern
Designee”), two nominees designated by the Principals (each a “Principal
Designee”) and Juan V. Ruiz (the “DAL Nominee”). The Voting Agreement also
allows the holders of the DAL Common Units and the Series A Preferred Units
(other than Chardan 2008), to designate, after the date upon which such holders
have the right to exchange such units for ordinary shares, by majority vote, a
number of nominees to the Company’s Board of Directors based on their ownership
percentage of the Company, assuming their DAL Common Units and Series A
Preferred Units were exchanged for ordinary shares.  The Principals
are able to nominate one independent Board nominee as long as they still hold
ordinary shares representing 5% of the Company’s outstanding shares. The term of
the Voting Agreement is five years from the closing of the Business Combination,
or shorter in certain other events, including: a liquidation; the occurrence of
a merger or similar transaction in which the Company is not the surviving
entity; after the Post-Closing Cash has been paid in full, termination of Mr.
Stern’s employment by the Company and all of its affiliates; or the termination
of the services agreement between DJS and DJS LLC or any agreement succeeding
it.






- 5
-
 Table of Contents




Name
      and Address of Beneficial Owner(1)
            Number
      of Ordinary Shares Beneficially Owned (excluding Shares Beneficially Owned
      through Voting Agreement)
            Percentage
      of
              Ownership
            Number
      of Ordinary Shares Beneficially Owned
            Percentage
      of OwnershipDavid
      J. Stern (2)
            -0-
            -0-
            4,151,666(6)
            33.15%Kumar
      Gursahaney
            -0-
            -0-
            -0-
            -0-Juan
      V. Ruiz
            -0-
            -0-
            -0-
            -0-Matthew
      S. Kayton
            -0-
            -0-
            -0-
            -0-Mark
      P. Harmon
            -0-
            -0-
            -0-
            -0-Nicholas
      H. Adler
            -0-
            -0-
            -0-
            -0-Jerry
      Hutter
            -0-
            -0-
            -0-
            -0-All
      Directors and Officers as a Group
            -0-
            -0-
            -0-
            -0-Kerry
      Propper (3)
            680,875
            6.17%
            4,151,666(6)
            33.15%Royale
      Holdings(4)
            661,693
            6.21%
            4,151,666(6)
            33.15%Platinum
      Partners Value Arbitrage Fund LP(5)
            875,714
            8.21%
            -0-
            -0-




(1)
Unless otherwise indicated, the business address of each of the individuals is
900 South Pine Island Road , Suite 400, Plantation, Florida
33324.




(2)
Consists of ordinary shares owned by the parties to a Voting Agreement (the
“Voting Agreement”) with Mr. Stern and DJS, PTA and DSI,  entities wholly owned by Mr. Stern. Mr. Stern has shared
voting power over these shares, but no investment power over these
shares.




(3)
Consists of (i) 302,907 ordinary shares, and (ii) 377,968 ordinary shares
underlying warrants, which warrants became exercisable on January 15, 2010 at an
exercise price of $5.00 per share, and expire on 5:00 p.m., New York City time,
on August 11, 2012. Kerry Propper’s business address is c/o Chardan Capital
Markets, LLC; 17 State Street; Suite 1600; New York, NY 10004.




(4)
Consists of 661,693 ordinary shares. Michael Walas has voting and investment
control over the ordinary shares owned by Royale Holdings. Royale Holdings’
address is c/o Chardan Capital, LLC, 402 W. Broadway, Suite 2600, San Diego,
CA.




(5)
Consists of (i) 590,000 ordinary shares held by Platinum Partners Value
Arbitrage Fund LP, and (ii) 285,714 ordinary shares held by Platinum Partners
Liquid Opportunity Master Fund L.P. The information relating to Platinum
Partners Value Arbitrage Fund LP is derived from a Schedule 13G/A dated December
31, 2008, filed by such entity with the Securities and Exchange Commission. The
business address of Platinum Partners Value Arbitrage Fund LP is 152 West
57th
Street, 4th
Floor, New York, NY 10019.




(6)
Consists of ordinary shares and ordinary shares underlying warrants, which
warrants became exercisable on January 15, 2010 at an exercise price of $5.00
per share, and expire at 5:00 p.m., New York City time, on August 11, 2012,
owned by the following parties to the Voting Agreement as indicated (the
“Principals”): Kerry Propper (see footnote 3), Steve Urbach (136,713 ordinary
shares and 170,590 ordinary shares underlying the warrants), Jonas Grossman
(81,296 ordinary shares and 101,442 ordinary shares underlying the warrants),
George Kaufman (27,708 ordinary shares and 0 ordinary shares underlying the
warrants), Todd Gold (5,542 ordinary shares and 0 ordinary shares underlying the
warrants), Jiangnan Huang (261,427 ordinary shares and 220,000 ordinary shares
underlying the warrants), Royale Holdings (see footnote 5), Dr. Richard D.
Propper (186,528 ordinary shares and 400,000 ordinary shares underlying the
warrants), Paula Beharry (130,713 ordinary shares and 30,000 ordinary shares
underlying the warrants), Daniel Beharry (130,713 ordinary shares and 70,000
ordinary shares underlying the warrants), Li Zhang (130,713 ordinary shares and
400,000 warrants), Li Ping He (130,713 ordinary shares and 0 ordinary shares
underlying the warrants), Li Gong (25,000 ordinary shares and 30,000 ordinary
shares underlying the warrants), Dr. Jianjun Shi (25,000 ordinary shares and
30,000 ordinary shares underlying the warrants), Xiaosong Zhong (25,000 ordinary
shares and 30,000 ordinary shares underlying the warrants), Carman Ramirez
(20,000 ordinary shares and 0 ordinary shares underlying the warrants), Edward
Carter (5,000 ordinary shares and 0 ordinary shares underlying the warrants, Ida
Carter (5,000 ordinary shares and 0 ordinary shares underlying the warrants).
Other parties to the Voting Agreement include Mr. Stern, DJS, PTA, DSI,
FlatWorld DAL, LLC, Jeffrey Valenty, Nagina Partners LLC, none of whom own
ordinary shares or securities that are exercisable or convertible into ordinary
shares within 60 days. They own DAL Common Units and Series A Preferred Units
that are exchangeable for ordinary shares beginning January 15, 2011. The
parties to the Voting Agreement share voting power over these shares, but not
investment power over these shares.





B.Related Party
Transactions






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Related party transactions of the
Company and DAL are described in the Proxy Statement in the section entitled
“Certain Relationships and Related Transactions” beginning on page 154, and in
the financial statements on pages F-10, F-18 and F-30, which are incorporated
herein by reference.




C. Interests
of Experts and Counsel




Not
Applicable.





ITEM 8. FINANCIAL INFORMATION





A.Consolidated Statements and Other
Financial Information.





See Item 18.







B. Significant
Changes




None.





ITEM 9. THE OFFER AND LISTING





A.Offer and Listing
Details





The
Company’s ordinary shares, warrants and units are traded on Nasdaq, under the
symbols DJSP, DJSPW, and DJSPU, respectively. Each of the Company’s units
consists of one ordinary share and one warrant to purchase an additional
ordinary share. The Company’s ordinary shares, warrants and units have been
quoted since August 25, 2008.





Information
about the market price of our units, common stock and warrants prior to the
Business Combination, including quarterly highs and lows, is described in the
Proxy Statement in the section entitled “Price Range of Securities and
Dividends” on page 45 and incorporated herein by reference. The following table
includes information of the high and low market prices for the last two years
and for the last six months:





Ordinary
      Shares
            
            
            Warrants
            
            
            UnitsHigh
            
            
            Low
            
            
            High
            
            
            Low
            
            
            High
            
            
            LowAnnual Highs and
      Lows2009
            
            $
            9.50
            
            
            $
            6.54
            
            
            $
            4.25
            
            
            $
            0.06
            
            
            $
            13.41
            
            
            $
            6.712008
            
            $
            8.00
            
            
            $
            6.11
            
            
            $
            1.63
            
            
            $
            0.09
            
            
            $
            10.00
            
            
            $
            5.96Monthly Highs and
      Lows2009July
            
            $
            7.55
            
            
            $
            7.34
            
            
            $
            0.84
            
            
            $
            0.35
            
            
            $
            8.14
            
            
            $
            7.51August
            
            $
            8.30
            
            
            $
            7.45
            
            
            $
            0.88
            
            
            $
            0.34
            
            
            $
            8.17
            
            
            $
            7.51September
            
            $
            7.65
            
            
            $
            7.47
            
            
            $
            0.97
            
            
            $
            0.55
            
            
            $
            8.54
            
            
            $
            7.50October
            
            $
            7.85
            
            
            $
            7.58
            
            
            $
            1.56
            
            
            $
            0.92
            
            
            $
            10.50
            
            
            $
            8.16November
            
            $
            7.87
            
            
            $
            7.72
            
            
            $
            1.45
            
            
            $
            1.00
            
            
            $
            8.48
            
            
            $
            8.00December
            
            $
            9.50
            
            
            $
            7.75
            
            
            $
            4.25
            
            
            $
            1.00
            
            
            $
            13.41
            
            
            $
            8.27




Holders
of our ordinary shares, warrants and units (sometimes referred to herein as
“securities”) should obtain current market quotations for their securities.
There can be no assurance that a trading market will develop for these
securities.




Additional
information regarding our securities is included in the Proxy Statement in the
section entitled “Chardan 2008 Securities” beginning on page 161, which is
incorporated herein by reference.






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-
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B.Plan of
Distribution





Not
Applicable.





C.Markets





Our
ordinary shares, warrants and units are quoted on Nasdaq under the symbols
“DJSP”, “DJSPW” and “DJSPU”, respectively.





D.Selling
Shareholders





Not
Applicable.





E.Dilution





Not
Applicable.





F.Expenses of the
Issue





Not
Applicable.





ITEM 10. ADDITIONAL INFORMATION




A. Share
Capital




Status of Outstanding Ordinary
Shares.As of January 15, 2010, we had a total of 60,000,000
ordinary shares authorized, par value $0.0001, of which 10,663,866 ordinary
shares were issued and outstanding.




Options and Warrants.We have
issued and outstanding warrants to purchase 11,166,666 ordinary shares, as well
as a purchase option sold to the underwriters of the Company’s initial public
offering to purchase up to a total of 137,500 units, each unit consisting of one
ordinary share and one warrant to purchase one ordinary share.




History of Share Capital. A
history of the number of shares the company is authorized
to issue is included in the Proxy Statement in the section titled
“Information about Chardan 2008” beginning on page 133, which is incorporated
herein by reference.





B.Memorandum and Articles of
Association





Registered
Office. Under the Company’s Second Amended and Restated Memorandum of
Association, the Registered Office of the Company is at Kingston Chambers, PO
Box 173, Road Town, Tortola, British Virgin Islands, or at such other place as
the directors may from time to time decide.





Objects and
Purposes. Under Article 5 of the Company’s Second Amended and Restated
Memorandum of Association, the objects for which the Company is established are
unrestricted.





Directors.
Under Article 11 of the Company’s Second Amended and Restated Articles of
Association, a director of the Company shall, immediately after becoming aware
of the fact that he is interested in a transaction entered into or to be entered
into by the Company, disclose such interest to the board of directors. The
directors may exercise all powers of the Company to borrow money and to mortgage
or change its undertakings and property, to issue debentures, debenture stock
and other securities whenever money is borrowed or as security for any debt,
liability or obligation of the Company or of any third party. The Company’s
Second Amended and Restated Articles of Association specify that a director is
not required to hold any shares in the Company as a qualification to
office.




- 8
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Rights,
Preferences and Restrictions Attaching to the Company’s Shares. The
Company is authorized to issue 60,000,000 ordinary shares, par value $0.0001,
and 5,000,000 preferred shares, 1,666,667 of which shall be designated Series A
Preferred Shares, par value $0.0001. As of January 15, 2010, 10,663,866 ordinary
shares are issued and outstanding. Each share has the right to one vote at a
meeting of shareholders or on any resolution of shareholders, the right to an
equal share in any dividend paid by the Company, and, subject to the Series A
Preferred Shares liquidation preference in the amount of $15.00 per share in the
event any Series A Preferred Shares are issued, the right to an equal share in
the distribution of surplus assets of the Company. The Company may by a
resolution of the board of directors redeem any of its securities for such
consideration as the board of directors determines.





Alteration of
Rights. The rights attached to any class or subclass of shares, other
than ordinary shares, may, whether or not the Company is being wound up, be
varied only with the consent in writing of the holders of not less than
three-fourths of the issued shares of that class and the holders of not less
than three-fourths of the issues shares of any other class or subclass of shares
which may be affected by such variation.





Meetings.
The board of directors may convene meetings of the members of the Company at
such times and in such manner
and places as the directors consider necessary or desirable, and they shall
convene such a meeting upon the written request of members entitled to exercise
at least thirty (30) percent of the voting rights in respect of the matter for
which the meeting is requested. Seven (7) days’ written notice at the least
specifying the place, the day and the hour of the meeting
and general nature of the business to be conducted shall be given to such
persons whose names on the date the notice is given appear as members in the
share register of the Company and are entitled to vote at the meeting. The
inadvertent failure of the directors to give notice of a meeting to a member or
the fact that a member has not received the notice shall not invalidate the
meeting.





Limitations on
the Right to Own Securities. There are no limitations on the rights to
own securities of the Company, or limitations on the rights of non-resident or
foreign shareholders to hold or exercise voting rights on the Company’s
securities, contained in the Company’s Second Amended and Restated Memorandum
and Articles of Association or under British Virgin Islands
law.





C.Material
Contracts





All
material contracts governing the business of the Company are described elsewhere
in this Shell Company Report on Form 20-F or in the information incorporated
herein by reference.





D.Exchange controls





Und er British Virgin Islands law, there are currently no
restrictions on the export or import of capital, including foreign exchange
controls or restrictions that affect the remittance of dividends, interest or
other payments to nonresident holders of our shares.




E.
Taxation





The
material United States federal income tax consequences of the Business
Combination and of owning and disposing of our securities following the Business
Combination are described in the Proxy Statement in the section entitled
“Material United States Federal Income Tax Considerations” beginning on page 73,
which is incorporated herein by reference.





F.
Dividends and paying agents





Information
about our dividend policy is described in the Proxy Statement in the risk factor
entitled “Because Chardan 2008 does not intend to pay dividends on its ordinary
shares, shareholders will benefit from an investment in Chardan 2008’s ordinary
shares only if it appreciates in value” on page 38, which is incorporated herein
by reference.





G.
Statement by experts





Not applicable.





H.Documents on
display





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-
 Table of Contents




Documents
concerning us that are referred to in this document may be inspected at our
principal executive offices at 900 South Pine Island Road , Suite 400; Plantation, Florida
33324.





In
addition, we will file annual reports and other information with the Commission.
 Since we are currently a foreign private issuer, we  will file
annual reports on Form 20-F and submit other information under cover of
Form 6-K. As a foreign private issuer, we are exempt from the proxy
requirements of Section 14 of the Exchange Act and our officers, directors
and principal shareholders will be exempt from the insider short-swing
disclosure and profit recovery rules of Section 16 of the Exchange
Act. However, we expect our status as a foreign private issuer to terminate
as of December 31, 2010 and will thereafter file domestic company reports with
the Commission. Annual reports and other information we file with the Commission
may be inspected at the public reference facilities maintained by the Commission
at Room 1024, 100 F. Street, N.E., Washington, D.C. 20549, and copies of
all or any part thereof may be obtained from such offices upon payment of the
prescribed fees. You may call the Commission at 1-800-SEC-0330 for further
information on the operation of the public reference rooms and you can request
copies of the documents upon payment of a duplicating fee, by writing to the
Commission. In addition, the Commission maintains a web site that contains
reports and other information regarding registrants (including us) that file
electronically with the Commission which can be assessed at
http://www.sec.gov.





I.Subsidiary
Information





Not
required.





ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK





The Company does not have
instruments subject to market risk.





ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN
EQUITY SECURITIES





Information
regarding our securities is included in the Proxy Statement in the section
entitled “Chardan 2008 Securities” beginning on page 161.





PART
II





Not
applicable.





PART
III





ITEM 17. FINANCIAL STATEMENTS





See Item
18.





ITEM 18. FINANCIAL STATEMENTS





The
financial statements of the Company are included in the Proxy Statement
beginning on page F-21, and the financial statements of DAL are included in the
Proxy Statement beginning on page F-2, which are incorporated herein by
reference.





ITEM 19. EXHIBITS





Exhibit
No.               Description





1.1
            
            Second
      Amended and Restated Memorandum and Articles of Association of DJSP
      Enterprises, Inc.2.4
            
            Form
      of Warrant Agreement by and between the Company and Continental Stock
      Transfer & Trust Company*2.5
            
            Form
      of Underwriter’s Purchase Option*   - 10
-
 Table of Contents
   3.1
            
            Voting
      Agreement4.1
            
            Master
      Acquisition Agreement dated as of December 10, 2009, by and among David J.
      Stern, Law Offices of David J. Stern, Professional Title and Abstract
      Company of Florida, Inc., Default Servicing, Inc., Raj K. Gupta, Jeffrey
      A. Valenty, FlatWorld DAL LLC, Fortuna Capital Partners, LP, DJS
      Processing, LLC, Professional Title and Abstract Company of Florida, LLC,
      Default Servicing, LLC, DAL, and the Company**4.2
            
            Contribution
      and Membership Interest Purchase Agreement dated as
      of January 15, 2010  by and among David J. Stern, Law Offices
      of David J. Stern, Professional Title and Abstract Company of Florida,
      Inc., Default Servicing, Inc., Raj K. Gupta, Jeffrey A. Valenty, FlatWorld
      DAL LLC, Fortuna Capital Partners, LP, DJS Processing, LLC, Professional
      Title and Abstract Company of Florida, LLC, Default Servicing, LLC, DAL,
      and the Company4.3
            
            Form
      of Registration Rights Agreement among the Company and the
      founders*4.4
            
            Private
      Placement Registration Rights Agreement4.5
            
            Investor
      Registration Rights Agreement4.6
            
            Escrow
      Agreement4.7
            
            Employment
      Agreement of David J. Stern4.8
            
            2009
      Equity Incentive Plan4.9
            
            FlatWorld
      Services Agreement4.10
            
            Consulting
      Services Agreement4.11
            
            Form
      of Warrant Sale Agreement4.12
            
            Form
      of Senior Note4.13
            
            Senior
      Loan, Security and Pledge Agreement4.14
            
            Subordination
      Agreement4.15
            
            Form
      of Senior Security Agreements of each of DJS Processing, LLC, Professional
      Title and Abstract Company of Florida, LLC and Default Servicing
      LLC4.16
            
            Form
      of Senior Guarantees of each of DJS Processing, LLC, Professional Title
      and Abstract Company of Florida, LLC and Default Servicing
    LLC4.17
            
            Form
      of Stern Note4.18
            
            Loan,
      Security, and Pledge Agreement4.19
            
            Form
      of Security Agreements of each of DJS Processing, LLC, Professional Title
      and Abstract Company of Florida, LLC and Default Servicing
    LLC4.20
            
            Form
      of Guarantees of each of DJS Processing, LLC, Professional Title and
      Abstract Company of Florida, LLC and Default Servicing
  LLC4.21
            
            Amended and Restated Operating Agreement of
      DAL4.22
            
            Form
      of Non-Employee Director Nonqualified Share Option
      Agreement4.23
            
            Form
      of Nonqualified Share Option Agreement8.1
            
            List
      of Subsidiaries





*
            Incorporated
      by reference to exhibits filed with the Company’s Registration Statement
      on Form F-1 or amendments thereto (File No. 333-152623)**
            Incorporated
      by reference to the registrant’s proxy statement filed under cover of Form
      6-K dated December 29, 2009





The
Company will furnish, upon request, other long-term debt instruments, under
which the total amount of securities authorized does not exceed 10% of the
Company’s assets.





- 11
-
 Table of Contents





SIGNATURES





The
Registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F and that it has duly caused and authorized the undersigned to sign
this shell company report on its behalf.





DJSP
      ENTERPRISES, INC.By:
              /s/
      David J. SternName:  David J.
    SternTitle:Chief Executive
      OfficerDate:January 22,
      2010








- 12
-
 Table of Contents





EXHIBIT
INDEX





Exhibit
No.               Description


1.1
            
            Second
      Amended and Restated Memorandum and Articles of Association of DJSP
      Enterprises, Inc.2.4
            
            Form
      of Warrant Agreement by and between the Company and Continental Stock
      Transfer & Trust Company*2.5
            
            Form
      of Underwriter’s Purchase Option*3.1
            
            Voting
      Agreement4.1
            
            Master
      Acquisition Agreement dated as of December 10, 2009, by and among David J.
      Stern, Law Offices of David J. Stern, Professional Title and Abstract
      Company of Florida, Inc., Default Servicing, Inc., Raj K. Gupta, Jeffrey
      A. Valenty, FlatWorld DAL LLC, Fortuna Capital Partners, LP, DJS
      Processing, LLC, Professional Title and Abstract Company of Florida, LLC,
      Default Servicing, LLC, DAL, and the Company**4.2
            
            Contribution
      and Membership Interest Purchase Agreement dated
      as of January 15, 2010  by and among David J. Stern, Law
      Offices of David J. Stern, Professional Title and Abstract Company of
      Florida, Inc., Default Servicing, Inc., Raj K. Gupta, Jeffrey A. Valenty,
      FlatWorld DAL LLC, Fortuna Capital Partners, LP, DJS Processing, LLC,
      Professional Title and Abstract Company of Florida, LLC, Default
      Servicing, LLC, DAL, and the Company4.3
            
            Form
      of Registration Rights Agreement among  the
      Company  and the founders*4.4
            
            Private
      Placement Registration Rights Agreement4.5
            
            Investor
      Registration Rights Agreement4.6
            
            Escrow
      Agreement4.7
            
            Employment
      Agreement of David J. Stern4.8
            
            2009
      Equity Incentive Plan4.9
            
            FlatWorld
      Services Agreement4.10
            
            Consulting
      Services Agreement4.11
            
            Form of Warrant Sale Agreement4.12
            
            Form
      of Senior Note4.13
            
            Senior
      Loan, Security and Pledge Agreement4.14
            
            Subordination
      Agreement4.15
            
            Form
      of Senior Security Agreements of each of DJS Processing, LLC, Professional
      Title and Abstract Company of Florida, LLC and Default Servicing
      LLC4.16
            
            Form
      of Senior Guarantees of each of DJS Processing, LLC, Professional Title
      and Abstract Company of Florida, LLC and Default Servicing
    LLC4.17
            
            Form
      of Stern Note4.18
            
            Loan,
      Security, and Pledge Agreement4.19
            
            Form
      of Security Agreements of each of DJS Processing, LLC, Professional Title
      and Abstract Company of Florida, LLC and Default Servicing
    LLC4.20
            
            Form
      of Guarantees of each of DJS Processing, LLC, Professional Title and
      Abstract Company of Florida, LLC and Default Servicing
  LLC4.21
            
            Amended and Restated Operating Agreement of
      DAL4.22
            
            Form
      of Non-Employee Director Nonqualified Share Option
      Agreement4.23
            
            Form
      of Nonqualified Share Option Agreement8.1
            
            List
      of Subsidiaries





*
            Incorporated
      by reference to exhibits filed with the Company’s Registration Statement
      on Form F-1 or amendments thereto (File No. 333-152623)**
            Incorporated
      by reference to the registrant’s proxy statement filed under cover of Form
      6-K dated December 29, 2009





The
Company will furnish, upon request, other long-term debt instruments, under
which the total amount of securities authorized does not exceed 10% of the
Company’s assets.