<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2005

                         Commission File Number 0-29525

                               DEBT RESOLVE, INC.
                               ------------------
        (Exact name of small business issuer as specified in its charter)

           Delaware                                         33-0889197
           --------                                         ----------
    (State of incorporation)                         (I.R.S Employer ID No.)

         707 Westchester Avenue, Suite 409, White Plains, New York 10604
         ---------------------------------------------------------------
                    (Address of principal executive offices)

                                 (914) 949-5500
                                 --------------
                           (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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. Yes [X] No [ ]

As of May 10, 2005, the Company had 29,703,900 shares of common stock, par value
$.001 per share, issued and outstanding.

Transitional Small Business Disclosure Format. Yes [ ] No [X}




<PAGE>
<TABLE>

                                 DEBT RESOLVE, INC.

                                        INDEX

                                                                                  Page
                                                                                  ----
<S>                                                                               <C>
PART I.  Financial Information

         Item 1.  Financial Statements (Unaudited)

                  Condensed Balance Sheet at March 31, 2005                          3

                  Condensed Statements of Operations for the Three
                           Months Ended March 31, 2004 and 2005 and
                           Cumulative from inception (April 21, 1997)
                           to March 31, 2005                                         4

                  Condensed Statements of Cash Flows for the Three Months Ended
                           March 31, 2004 and 2005 and Cumulative from Inception
                           (April 21, 1997) to March 31, 2005                        5

                  Notes to Condensed Financial Statements                            6

         Item 2.  Management's Discussion and Analysis or Plan of Operation         14

         Item 3.  Controls and Procedures                                           15

PART II. Other Information

         Item 1.  Legal Proceedings                                                 16

         Item 2.  Unregistered Sales of Equity Securities                           16

         Item 3.  Defaults Upon Senior Securities                                   16

         Item 4.  Submission of Matters to a Vote of Security Holders               16

         Item 5.  Other Information                                                 16

         Item 6.  Exhibits and Reports on Form 8-K                                  16

         Signatures                                                                 16

         Certifications                                                             17
</TABLE>


                                       2


<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Financial Statements (Unaudited)

                               DEBT RESOLVE, INC.
                          (A Development Stage Company)
                             Condensed Balance Sheet


                                                                     March 31,
                                                                       2005
                                                                    (Unaudited)
                                                                    -----------
                                     ASSETS

Current assets:
  Cash                                                              $    11,272
  Accounts receivable (net of allowance for
    bad debts of $-0-)                                                    2,880
  Deferred offering expenses                                            106,723
  Prepaid expenses and other current assets                              48,466
                                                                    -----------
         Total current assets                                           169,341

Fixed assets, net                                                        55,030
                                                                    -----------
Total assets                                                        $   224,371
                                                                    ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                 $   252,149
   Accrued compensation expenses                                         95,667
   Accrued expenses                                                      66,677
   Income taxes payable                                                   1,461
   Loans payable to shareholders                                         35,000
                                                                    -----------
      Total liabilities                                                 450,954
                                                                    -----------

Commitments and contingencies                                                --

Shareholders' equity:
   Preferred stock, 10,000,000 shares authorized,
      $.001 par value, none issued and outstanding                           --
   Common stock, 50,000,000 shares authorized,
      $0.001 par value, 29,703,900 shares issued
      and outstanding                                                    29,704
   Additional paid in capital                                         4,602,855
   Deficit accumulated during the development stage                  (4,859,142)
                                                                    -----------
      Total shareholders' equity                                       (226,583)
                                                                    -----------
Total liabilities and shareholders' equity                          $   224,371
                                                                    ===========

                 The accompanying notes are an integral part of
                      these condensed financial statements.


                                       3


<PAGE>
<TABLE>
                                     DEBT RESOLVE, INC.
                                (A Development Stage Company)
                             Condensed Statements of Operations
                                         (Unaudited)


                                                                               Cumulative
                                                  Three months               from inception
                                                 ended March 31,              to March 31,
                                          ------------------------------      ------------
                                             2004               2005             2005
                                          ------------      ------------      ------------
<S>                                      <C>               <C>               <C>
Revenues                                  $         --      $      1,661      $      4,448
                                          ------------      ------------      ------------
Costs and expenses:
  Payroll and related expenses                 197,504           242,476         1,891,758
  General and administrative expenses          248,140           171,536         2,419,626
  Research and development expenses             46,022                --           499,323
  Depreciation expense                          10,589             7,470            59,348
                                          ------------      ------------      ------------
Total expenses                                 502,255           421,482         4,870,055
                                          ------------      ------------      ------------
Loss from operations                          (502,255)         (419,821)       (4,865,607)
  Interest income                                2,536                14             8,837
                                          ------------      ------------      ------------
Loss before taxes                             (499,719)         (419,807)       (4,856,770)
Income taxes                                     1,000                --             2,372
                                          ------------      ------------      ------------
Net loss                                  $   (500,719)     $   (419,807)     $ (4,859,142)
                                          ============      ============      ============
Basic and diluted net loss per common
  share                                   $      (0.02)     $      (0.01)
                                          ============      ============
Basic and diluted weighted average
  number of common shares outstanding       29,020,890        29,549,794
                                          ============      ============

                         The accompanying notes are an integral part
                          of these condensed financial statements.


                                             4
</TABLE>


<PAGE>
<TABLE>
                                             DEBT RESOLVE, INC.
                                       (A Development Stage Company)
                                     Condensed Statements of Cash Flows
                                                (Unaudited)

                                                                                             Cumulative
                                                                                           from inception
                                                                   Three months           (April 21, 1997)
                                                                  ended March 31,           to March 31,
                                                           ----------------------------      -----------
                                                               2004            2005             2005
                                                           -----------      -----------      -----------
<S>                                                       <C>              <C>              <C>
Cash flows from operating activities:
Net loss                                                   $  (500,719)     $  (419,807)     $(4,859,142)
Adjustments to reconcile net loss to net cash
    used by operating activities:
  Depreciation                                                  10,589            7,470           59,348

  Stock Options granted for consulting services                     --               --          161,882
  Common stock issued in lieu of compensation                       --               --           27,000
  Deferred offering expenses                                   (40,350)        (106,058)        (149,598)
  (Increase) in accounts receivable                                 --           (1,661)          (2,880)
  Decrease (increase) in prepaid expenses                        7,175            1,884          (48,466)
  Increase (decrease) in accounts payable                      (44,695)         172,129          252,149
  Increase in accrued expenses                                  24,873           (1,000)         162,344
  Increase in income taxes payable                                 620               --            1,461
                                                           -----------      -----------      -----------
    Net cash used in operating activities                     (542,507)        (347,043)      (4,395,902)
                                                           -----------      -----------      -----------
Cash flows from investing activities:
  Purchases of fixed assets                                     (8,691)              --         (114,377)
                                                           -----------      -----------      -----------
    Net cash used in investing activities                       (8,691)              --         (114,377)
                                                           -----------      -----------      -----------
Cash flows from financing activities
  Issuance of common stock (net of expense)                      9,000          223,568        2,440,242
  Capital contributions, including those from waived
    and imputed compensation and waived royalty
    and consulting fees                                        112,500           75,000        1,946,309

  Shareholders' loans                                               --           25,000          135,000
                                                           -----------      -----------      -----------
    Net cash provided by financing activities                  121,500          323,568        4,521,551
                                                           -----------      -----------      -----------
Net increase (decrease) in cash                               (429,698)         (23,475)          11,272

Cash at beginning of period                                  1,040,210           34,747               --
                                                           -----------      -----------      -----------
Cash at end of period                                      $   610,512      $    11,272      $    11,272
                                                           ===========      ===========      ===========

There were no cash payments for interest

Cash payments for income taxes                             $       380      $        --      $       911
                                                           ===========      ===========      ===========
Non cash capital contributions from waived and imputed
  compensation and waived royalty and consulting fees      $   112,500      $    75,000      $ 1,946,309
                                                           ===========      ===========      ===========
Non cash investing and financing activities
  Conversion of shareholder's loan to common stock         $   100,000      $        --      $   100,000
                                                           ===========      ===========      ===========

                            The accompanying notes are an integral part of these
                                      condensed financial statements.
</TABLE>


                                                     5


<PAGE>

                               DEBT RESOLVE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     Notes to Condensed Financial Statements
                                   (Unaudited)
                                March 31, 2005


1.       DESCRIPTION OF BUSINESS, ORGANIZATION AND DEVELOPMENT STAGE ACTIVITIES:

         Description of business

Debt Resolve, Inc. ("Debt Resolve", the "Company" or "we"), is a Delaware
corporation formed on April 21, 1997. The Company provides banks, lenders,
credit card issuers, third party collection agencies and purchasers of
charged-off debt an Internet-based online system, the DebtResolve system, for
the collection of past due consumer debt, with an emphasis on the dignity of the
consumer. The DebtResolve system, which is offered through an Application
Service Provider ("ASP") model, enables the lender to introduce this collections
option with no modifications to its existing collections computer systems. A
patented automated blind bidding mechanism is at the core of the DebtResolve
system. The Company believes that it offers its clients a less intrusive way of
pursuing delinquent debts that is cheaper and more efficient than traditional
labor-intensive methods. Long term, the Company intends to capitalize on its
offering by building a "full-service" centralized collections system that will
enable its clients to reduce the number of personnel needed to pursue
collections. Additionally, the Company plans to build scoring models based on
aggregate customer data collected which will identify customers based on their
propensity to use the Internet versus other channels, and identify collection
strategies appropriate for different consumers.

         Organization

Until February 24, 2003, the Company, formerly named Lombardia Acquisition
Corp., was inactive and had no significant assets, liabilities or operations. On
February 24, 2003, Charles S. Brofman, James D. Burchetta and Michael S. Harris
(collectively, the "Principal Shareholders") purchased 22,500,000 newly-issued
shares of the Company's common stock, representing 84.6% of the then outstanding
shares, pursuant to a Stock Purchase Agreement effective January 13, 2003
between the Company and each of the Principal Shareholders. The Company received
an aggregate cash payment of $22,500 in consideration for the sale of such
shares to the Principal Shareholders. The Board of Directors was then
reconstituted. On May 7, 2003, following approvals by the Board of Directors and
holders of a majority of the Company's common stock, the Company's Certificate
of Incorporation was amended to change the Company's corporate name to Debt
Resolve, Inc. and increase the number of the Company's authorized shares of
common stock from 20,000,000 to 50,000,000 shares.

         Development stage activities

From February 24, 2003 through most of 2004, we have devoted substantially all
of our efforts to planning and budgeting, research and product development, and
raising capital. In January 2004, we substantially completed the development of
our online system for the settlement of credit card and other consumer debt and
began marketing to banks, collection agencies, debt buyers and other creditors.
In February 2004, we implemented our online system, on a test basis, with a
collection agency and completed a successful systems test. In July and August
2004, we implemented our online system, again on a test basis, with additional
clients and began generating revenue based on a percentage of the amount of debt
collected by these clients. We did not earn, nor did we expect to generate,
significant revenues from these clients during the initial start-up periods. In
December 2004, a major commercial bank signed an agreement to use the
DebtResolve system. Subsequent to December 31, 2004 we have continued to secure
additional clients and bring additional accounts online.

         Business overview

We have developed and begun marketing the DebtResolve system, an online system
that provides tools for the collection of consumer and other debt, with an
emphasis on the dignity of the consumer. We offer our service as an Application
Service Provider ("ASP") model, enabling clients to introduce this collection
option with no modifications to their existing collections computer systems. Our
products capitalize on using the Internet as a tool for communication,
resolution, settlement and payment of delinquent debts. The DebtResolve system
features, at its core, a patented online bidding system.

The DebtResolve system was originally conceived by our Co-Chairmen, James D.
Burchetta and Charles S. Brofman, who were the co-founders of Cybersettle, Inc.,
the first company to settle insurance claims over the Internet, and who are the
co-inventors of the patented double blind bidding system.


                                       6


<PAGE>

Our initial marketing efforts to date have been directed toward credit card
issuers, their collection agencies, and the buyers of their defaulted debt, as
well as some telecommunications companies and utilities, in the United States,
and banks in the United Kingdom and Canada. Eventually, we intend to market our
service to other segments served by the collections industry worldwide. We
believe that our products and services can play an important role in the
receivables recovery and collections industry due to our compelling methodology
and innovative approach, and that the DebtResolve system will become a key
collection tool at all stages of delinquency across many categories of consumer
debt.

The DebtResolve system uses a patented process featuring an automated blind
bidding mechanism that provides a tool to creditors, debtors, and their agents
that is intended to increase the efficiency and speed of the debt settlement
process. The system facilitates settlements acceptable to both creditors and
debtors by matching the debtor's offers to acceptable minimum payment amounts
provided by their creditors.

We have developed a suite of modules to complement the Debt Resolve System.
These modules include C-Pay (TM) (for online collections), DR Control (TM) (for
system administration), and C-Mail (TM) (a secure e-mail methodology). We are
currently working on DR Prevent (TM) for early-stage collections, as well as
additional modules to assist the debtor to manage his or her debt burden online.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         Going concern

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. As of May 10, 2005,
the Company's working capital is not sufficient to fund its plan of operations
beyond July 2005. This factor raises substantial doubt about the Company's
ability to continue as a going concern. The Company is seeking to raise
additional capital through private equity investments. In addition, the Company
has entered into a non-binding letter of intent with an investment banking firm
to explore the possibility of raising additional capital in the public equity
markets. However, there can be no assurance that the Company will be able to
raise sufficient additional capital as needed to execute its business plan. If
the Company is unable to raise sufficient additional capital before August 2005,
it will have to develop and implement a plan to eliminate staff and overhead
until sufficient additional capital is raised to support further operations.
There can be no assurance that such a plan will be successful.

         Interim periods

The accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information. Accordingly, they do not include all
of the information required by generally accepted accounting principles in the
United States of America for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three months ended March 31, 2005 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2005 or for
any other interim period. These statements should be read in conjunction with
the Company's audited financial statements and notes thereto for the year ended
December 31, 2004 included in the Company's Annual Report on Form 10-KSB filed
with the Securities and Exchange Commission on March 30, 2005.

         Development stage enterprise

In accordance with Statement of Financial Accounting Standards No. 7, ACCOUNTING
AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES, the Company is considered to be
in the development stage since it is devoting substantially all of its efforts
to establishing a new business and its planned principal operations have not
produced any significant revenues.

         Use of estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and the accompanying notes. These estimates and assumptions are based
on management's judgment and available information and, consequently, actual
results could be different from these estimates.

         Revenue recognition

The Company earned revenue during the three months ended March 31, 2005 from a
collection agency that implemented the Company's online system. Revenue is
earned based on a percentage of the amount of debt collected from accounts
placed on the Company's online system. Revenue is earned and recognized when the
settlement amount of debt is collected by the Company's client.


                                       7


<PAGE>

         Research and development expenses

Research and development expenses consist primarily of payroll and related
expenses and consulting fees incurred in connection with employees and
consultants involved in the development of the Company's online software
product. The Company follows the guidelines of AICPA Statement of Position 98-1,
ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE DEVELOPED OR OBTAINED FOR INTERNAL
USE, Statement of Financial Accounting Standards No. 86, ACCOUNTING FOR THE
COSTS OF COMPUTER SOFTWARE TO BE SOLD, LEASED, OR OTHERWISE MARKETED, and
Statement of Financial Accounting Standards No. 2, ACCOUNTING FOR RESEARCH AND
DEVELOPMENT COSTS. Since the Company intended and has begun to market its online
product, these costs have been charged to expense as incurred and classified as
research and development expenses. In January 2004, the Company substantially
completed the development of and began marketing its online product. Commencing
February 2004, costs incurred in connection with the operation, maintenance,
modification, and customization of the Company's product have been charged to
expense as incurred, but are not classified as research and development
expenses.

         Property and equipment

Property and equipment is stated at cost, less accumulated depreciation.
Depreciation is provided over the estimated useful life of each class of assets
using the straight-line method. Expenditures for maintenance and repairs are
charged to expense as incurred. Additions and betterments that substantially
extend the useful life of the asset are capitalized. Upon the sale, retirement,
or other disposition of property and equipment, the cost and related accumulated
depreciation are removed from the balance sheet, and any gain or loss on the
transaction is included in the statement of operations.

         Income taxes

In accordance with Statement of Financial Accounting Standards No. 109,
ACCOUNTING FOR INCOME TAXES, the Company uses an asset and liability approach
for financial accounting and reporting for income taxes. The basic principles of
accounting for income taxes are: (a) a current tax liability or asset is
recognized for the estimated taxes payable or refundable on tax returns for the
current year; (b) a deferred tax liability or asset is recognized for the
estimated future tax effects attributable to temporary differences and
carryforwards; (c) the measurement of current and deferred tax liabilities and
assets is based on provisions of the enacted tax law and the effects of future
changes in tax laws or rates are not anticipated; and (d) the measurement of
deferred tax assets is reduced, if necessary, by the amount of any tax benefits
that, based on available evidence, are not expected to be realized.

         Stock-based compensation

Stock options issued under stock-based compensation plans are accounted for
under the recognition and measurement principles of Accounting Principles Board
Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and related
Interpretations. No stock-based employee compensation cost is reflected in the
net loss, as all options granted under these plans had an exercise price equal
to the market value of the underlying common stock, as determined by the board
of directors, on the date of grant. Statement of Financial Accounting Standards
No. 148, ACCOUNTING FOR STOCK-BASED COMPENSATION- TRANSITION AND DISCLOSURE - AN
AMENDMENT OF FASB STATEMENT NO. 123, requires the disclosure of the effect on
net loss and loss per share had the Company applied the fair value recognition
provisions of FASB Statement No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION,
to stock-based employee compensation. The fair value of each option granted is
estimated as of the grant date using the Black-Scholes option pricing model with
the following assumptions: dividend yield of 0%, expected volatility of 0%,
risk-free interest rates for individual options ranging from 1.66% to 4.12%
based on the closing U.S. Treasury Yield Curve Rate on the date of the grant for
U.S. Treasury securities with a time to maturity equal to or approximately equal
to the expected life of each option, and an expected life of each option,
ranging from three to ten years, equal to the time from the date of the grant to
its expiration date. Since there is no public market for the Company's stock,
its expected volatility cannot be estimated and is not considered in estimating
the fair value of each option. For purposes of pro forma disclosures, the
estimated fair value of the options granted is amortized to expense over the
option vesting periods. During the three months ended March 31 2005, warrants to
purchase 1,000,000 shares of common stock were purchased by an investor,
exercisable at $0.425 per share and options to purchase 600,000 shares of common
stock were granted to a director, exercisable at $1.00 per share. During the
three months ended March 31, 2004, no options were issued. As of March 31, 2005,
there were stock options and warrants to purchase 8,608,333 shares of common
stock outstanding, of which 8,483,333 had vested. As of March 31, 2005, the
weighted average exercise price and the weighted average expected life of the
options and warrants granted were $0.72 and 5.16 years, respectively.

The following table illustrates the pro forma effects on net loss and net loss
per common share for the three months and three months ended March 31, 2004 and
2005 as if the Company had applied the fair value recognition provisions of FASB
Statement No. 123 to stock-based compensation.


                                       8


<PAGE>
<TABLE>
                                                                   Three months
                                                                  ended March 31,
                                                              -------------------------
                                                                 2004           2005
                                                              ----------     ----------
<S>                                                           <C>             <C>
Net loss - as reported                                        $(500,719)      (419,807)
Pro forma compensation cost, net of taxes                       (49,076)       (66,786)
                                                              ----------     ----------
Net loss - pro forma                                          $(549,795)     $(486,593)
                                                              ==========     ==========
Basic and diluted net loss per common share - as reported     $   (0.02)     $   (0.01)
                                                              ==========     ==========
Basic and diluted net loss per common share - pro forma       $   (0.02)     $   (0.02)
                                                              ==========     ==========

</TABLE>

         Basic and diluted net loss per share

Net loss per share is calculated in accordance with Statement of Financial
Accounting Standards No. 128, EARNINGS PER SHARE, which superseded Accounting
Principles Board Opinion No. 15, EARNINGS PER SHARE. Basic net loss per share
was computed by dividing the net loss by the weighted average number of common
shares outstanding. Diluted net loss per share was computed based on the
assumption that all dilutive convertible shares, stock options and warrants were
converted or exercised. Dilution is computed by applying the treasury stock
method. Under this method, options and warrants are assumed to be exercised at
the beginning of the period (or at the time of issuance, if later), and as if
funds obtained thereby were used to purchase common stock at the average market
price during the period.

The following table shows the calculation of the numerator and denominator, as
well as the number of common stock equivalents that would have been included in
the denominator if they were dilutive.


                                                         Three months
                                                        ended March 31,
                                               -------------------------------
                                                    2004              2005
                                               -------------     -------------
Numerator
  Net loss                                     $    (500,719)    $    (419,807)
                                               =============     =============
Denominator
  Weighted average common
    shares outstanding                            29,020,890        29,549,794
                                               =============     =============

Incremental common shares
  (not included in denominator
  of diluted earnings per share
  calculation due to their anti-
  dilutive nature) attributable
  to exercise/conversion of:
    Outstanding options                            1,848,000         1,943,833
    Preferred stock                                       --                --
                                               -------------     -------------
                                                   1,848,000         1,943,833
                                               =============     =============


                                       9


<PAGE>

3.       PROPERTY AND EQUIPMENT:

                                                                      March 31,
                                                Useful life             2005
                                                -----------          ----------
         Computer equipment                       3 years            $   70,971
         Computer software                        3 years                 1,919
         Office equipment                         3 years                 2,192
         Furniture and fixtures                   5 years                24,250
         Leasehold improvements                  Lease term              15,046
                                                                     ----------
                                                                        114,378
         Less: accumulated depreciation                                 (59,348)
                                                                     ----------
                                                                     $   55,030
                                                                     ==========

         Depreciation expense totaled $7,470 for the three months ended March
         31, 2005.


<TABLE>

4.       SHAREHOLDERS' (DEFICIT) EQUITY:

                                                                                                            Deficit
                                      Preferred Stock               Common stock                         accumulated
                                --------------------------  ---------------------------    Additional    during the
                                 Number of                   Number of                       paid in     development
                                  shares         Amount        shares         Amount         capital         stage        Total
                                ------------  ------------  ------------   ------------   ------------   ------------  ------------
<S>                             <C>           <C>            <C>           <C>            <C>            <C>           <C>
Balance at December 31, 2003             --   $        --    29,020,000    $    29,020    $ 3,314,463    $(2,468,645)  $   874,838

Common stock issued to pay
  consulting fees                        --            --         9,000              9          8,991             --         9,000
Sales of common stock in
  private placement                      --            --       450,000            450        449,550             --       450,000
Capital contributed from
  imputed compensation                   --            --            --             --        412,500             --       412,500
Capital contributed from
  the grant of stock
  options to pay for
  consulting services                    --            --            --             --        161,882             --       161,882
Net loss                                 --            --            --             --             --     (1,970,690)   (1,970,690)
                                ------------  ------------  ------------   ------------   ------------   ------------  ------------
Balance at December 31, 2004             --   $        --    29,479,000    $    29,479    $ 4,347,386    $(4,439,335)  $   (62,470)
                                ============  ============  ============   ============   ============   ============  ============

Sale of common stock in
  private placement                      --            --       224,900            225        224,675             --       224,900
Capital contributed from
  imputed compensation                   --            --            --             --         75,000             --        75,000
Charge to capital of expenses
  related to PPM                         --            --            --             --        (44,206)            --       (44,206)
Net loss                                 --            --            --             --             --       (419,807)     (419,807)
                                ------------  ------------  ------------   ------------   ------------   ------------  ------------
Balance at March 31, 2005                --   $        --    29,703,900    $    29,704    $ 4,602,855    $(4,859,142)  $  (226,583)
                                ============  ============  ============   ============   ============   ============  ============

</TABLE>

In the quarter ending March 31, 2005, the Company issued 224,900 shares of its
common stock in a private placement at a price of $1.00 per share.


                                       10


<PAGE>

5.       COMMITMENTS AND CONTINGENCIES:

         Limited license agreement

On February 20, 2003, the Company entered into a Limited License Agreement (the
"License") with Messrs. Brofman and Burchetta (together, the "Licensors") for
the licensed usage (the "Licensed Usage") of the intellectual property rights
relating to U.S. Patent No. 6,330,551 issued by the U.S. Patent and Trademark
Office on December 11, 2001 (the "Patent") for "Computerized Dispute and
Resolution System and Method." The Licensed Usage is limited to the creation of
software and other code enabling an automated system used solely for the
settlement and collection of credit card receivables and other consumer debt,
and specifically excludes the settlement and collection of insurance claims, tax
and other municipal fees of all types. In February 2004, the License was amended
(the "Amendment") to modify the royalty fee obligations and the termination
rights. Pursuant to the Amendment, the Company has agreed to pay a royalty fee
to the Licensors as follows: (1) in 2004, and 2005 to date the Company has paid
no royalties; (2) in 2005, the Company will pay a royalty fee of 10% of the
Company's annual gross revenues attributable to the use of the patented
computerized dispute resolution system and method (the "Fee"); (3) in 2006, the
Company will pay the Fee with a minimum guaranteed royalty payment of $300,000;
and (4) in 2007 and thereafter, the Company will pay the Fee with a minimum
guaranteed royalty payment of $600,000 annually, subject to certain conditions
relating to the Licensors' continued affiliation with the Company, or
potentially as much as $3,000,000 in the aggregate, depending on the
circumstances of their separation from the Company. In addition, pursuant to the
Amendment, if the Company's annual gross revenues do not exceed one hundred and
ten percent (110%) of the Company's annual gross revenues for the immediately
preceding calendar year (the "Minimum Annual Gross Revenue Clause"), the
Licensors may not terminate the License prior to January 1, 2006, provided that
the Company has not breached its obligations to pay the Fee.

Royalty fee expense, which is included in general and administrative expenses,
totaled $-0- for the three month period ended March 31, 2005. The Licensors
waived the entire amount of the royalty fee for the year ended December 31,
2004, resulting in a capital contribution of $600,000.

6.       EMPLOYMENT AGREEMENTS

The Company has employment agreements with three executives. Future aggregate
minimum compensation under these agreements as of December 31, 2004 is as
follows:

                        2005               $  337,500
                        2006                  320,959
                        2007                  300,000
                        2008                   16,438
                                           -----------
                        Total              $  841,438
                                           ===========

The employment agreements with Messrs. Burchetta and Harris are effective
through January 13, 2008. Until February, 2004, these agreements provide each
executive with an initial annual compensation of $240,000 and contain provisions
for annual increases based on "cost-of-living" changes. The employment
agreements with Messrs. Burchetta and Harris contain provisions under which
their annual compensation may increase to $600,000 if the Company achieves
certain operating milestones and also provide for additional compensation based
on the value of a transaction that results in a change of control, as that term
is defined in their agreements. Messrs. Burchetta and Harris waived the entire
amount of their compensation during 2003 and 2004.

Each of Messrs. Burchetta and Harris amended their employment agreements on
February 25, 2004, with each agreeing to modify their respective level of
compensation, subject to the Company meeting certain financial and performance
milestones. The employment agreements, as amended, provide that the base salary
for each of Messrs. Burchetta and Harris will be as follows: (1) if at the date
of any salary payment, the aggregate amount of the Company's net cash on hand
provided from operating activities and net cash and/or investments on hand
provided from financing activities is sufficient to cover the Company's
projected cash flow requirements (as established by the Company's Board of
Directors in good faith from time to time) for the following succeeding 12
months (the "Projected Cash Requirement"), the annual base salary will be
$150,000; and (2) if at the date of any salary payment, the Company's net cash
on hand provided from operating activities is sufficient to cover the Company's
Projected Cash Requirement, the annual base salary will be $240,000, and
increased to $450,000 upon the later to occur of (a) January 1, 2004 and (b) the
date upon which the Company completes the sale or license of its system with
respect to 400,000 consumer credit accounts. Since the annual base salaries of
Messrs. Burchetta and Harris are subject to the Company meeting these specified
financial and performance milestones, any salary payments to Messrs. Burchetta
and Harris will be allocated equally among each of them at the time payment is


                                       11


<PAGE>

made. To date, we have not paid Mr. Harris' salary. With respect to Mr.
Burchetta, pursuant to an audit committee vote April 8, 2005 and following board
approval, we agreed to begin paying Mr. Burchetta's salary at an annual rate of
$250,000, effective from April 8, 2005 until such time as the company completes
a public offering.

Under the terms of the amended employment agreements, no salary payments were
made to Messrs. Burchetta and Harris during the three months ended March 31,
2004 and March 31, 2005. The Company recorded compensation expense and a capital
contribution totaling $112,500 in 2004 and $75,000 in 2005, representing an
imputed compensation expense for the minimum base salary amounts under the
agreements with Messrs. Burchetta and Harris, and in 2004, with Mr. Silberstein,
a board member who formerly served as Chief Operating Officer, as if the Company
had met the condition for paying their salaries.

In addition to the agreements above, the Company also had an employment
agreement with Richard Rosa, Vice President-Technology. The employment
agreement, which has a current term that expires on February 20, 2006, provides
for annual compensation of $150,000 and other considerations.

7.       OFFICE LEASE:

The Company leases office facilities under a non-cancelable operating lease
through July 2005. Rent expense and utilities for the three months ended March
31, 2005 were $16,782. Future aggregate minimum lease payments under this lease
as of March 31, 2005 are $16,782 for 2005. The Company will lease similar office
facilities beginning July 1, 2005 under a new, non-cancelable operating lease
through July 2010. Future aggregate minimum lease payments under the new lease
as of March 31, 2005 are $63,240 for 2005.

8.       TRANSACTIONS WITH RELATED PARTIES:

As described in Note 6 above, on February 20, 2003, and amended in February
2004, the Company entered into a Limited License Agreement with Messrs. Brofman
and Burchetta, directors of the Company, which provides for a royalty fee
payable to the Licensors, subject to minimum annual amounts, and which contains
certain termination rights of the Licensors.

9.       RECENTLY ISSUED AND PROPOSED ACCOUNTING PRONOUNCEMENTS:

In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 123 (revised 2004), SHARE-BASED
PAYMENT ("SFAS 123 - Revised"). SFAS 123 - Revised is a revision of SFAS 123,
ACCOUNTING FOR STOCK-BASED COMPENSATION ("SFAS 123"), and supersedes ABP Opinion
No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYESS ("APB 25"), and its related
implementation guidance. SFAS 123 - Revised establishes accounting standards for
recording any transaction in which an entity exchanges its equity instrument for
goods or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity's equity instruments or that may be settled by the issuance of
those equity instruments. It does not change the accounting guidance for
share-based payment transactions with parties other than employees provided in
SFAS 123 as originally issued and EITF Issue No. 96-18, ACCOUNTING FOR EQUITY
INSTRUMENTS THAT ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN
CONJUNCTION WITH SELLING, GOODS OR SERVICES. SFAS 123- Revised requires a public
entity to measure the cost of employee services received in exchange for an
award of equity instruments based on the grant-date fair value of the award.
That cost will be recognized over the period during which an employee is
required to provide service in exchange for the award (usually the vesting
period). The grant-date fair value of employee share options and similar
instruments will be estimated using option-pricing models adjusted for the
unique characteristics of those instruments (unless observable market prices for
the same or similar instruments are available). SFAS 123 - Revised eliminates
the alternative to use APB 25's intrinsic value method of accounting that was
provided in SFAS 123 as originally issued. Under APB 25, issuing stock options
to employees generally resulted in recognition of no compensation cost. SFAS 123
- Revised requires entities to recognize the cost of employee services received
in exchange for awards of equity instruments based on the grant-date fair value
of those awards. SFAS 123 - Revised is effective for public entities that file
as small business issuers as of the beginning of the first interim or annual
reporting period that begins after December 15, 2005.

Currently, the Company accounts for stock options issued under stock-based
compensation plans under the recognition and measurement principles of APB 25.
No stock-based employee compensation cost is reflected in the net loss, as all
options granted under these plans had an exercise price equal to the market
value of the underlying common stock, as determined by the board of directors,
on the date of grant. Statement of Financial Accounting Standards No. 148,
Accounting for Stock-Based Compensation- Transition and Disclosure - an
Amendment of FASB Statement No. 123, requires the disclosure of the effect on
net loss and loss per share had the Company applied the fair value recognition
provisions of SFAS 123 to stock-based employee compensation.


                                       12


<PAGE>

The Company will evaluate the requirements of SFAS 123 - Revised and plans to
adopt its provisions as soon as practicable. The Company believes that the
effect of implementing SFAS 123 - Revised are reasonably disclosed in Note 2 to
the financial statements.

In December 2004, the FASB issued Statement of Financial Accounting Standards
No. 153, EXCHANGES OF NONMONETARY ASSETS - AN AMENDMENT OF APB NO. 29 ("SFAS
153"). SFAS 153 amends APB No. 29 to eliminate the exception of nonmonetary
exchanges of similar productive assets and replaces it with a general exception
for exchanges of nonmonetary assets that do not have commercial substance. A
nonmonetary exchange has commercial substance if the future cash flows of the
entity are expect to change significantly as a result of the exchange. SFAS 153
and ABP No. 29 do not apply to the acquisition of nonmonetary assets or services
on issuance of the capital stock of an entity.

Currently, the Company has not had any exchanges of nonmonetary assets within
the meaning of SFAS 153 and adoption of SFAS 153 had no effect on the Company's
financial position or results of operations.

In December 2004, the FASB issued Statement of Financial Accounting Standards
No. 152, ACCOUNTING FOR REAL ESTATE TIME-SHARING TRANSACTIONS - AN AMENDMENT OF
FASB STATEMENTS NO. 66 AND 67 ("SFAS 152"). SFAS 152 amends FASB Statement No.
66, ACCOUNTING FOR SALES OF REAL ESTATE, to reference the financial accounting
and reporting guidance for real estate time-sharing transactions that is provide
in AICPA Statement of Position 04-02, ACCOUNTING FOR REAL ESTATE TIME-SHARING
TRANSACTIONS. It also aments FASB Statement No. 67, ACCOUNTING FOR COSTS AND
INITIAL RENTAL OPERATION OF REAL ESTATE PROJECTS, to state that the guidance for
incidental operations and costs incurred to sell real estate projects does not
apply to real estate time-sharing transactions. Currently, the Company has not
had any real estate time-sharing transactions and adoption of SFAS 152 had no
effect on the Company's financial position or results of operations.

In November 2004, the FASB issued Statement of Financial Accounting Standards
No. 151, INVENTORY COSTS - AN AMENDMENT OF ARB NO. 43, CHAPTER 4 ("SFAS 151").
SFAS 151 amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to
clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage). Currently, the Company has no
inventory costs and adoption of SFAS 151 had no effect on the Company's
financial position or results of operations.

Item 2.  Management's Discussion and Analysis or Plan of Operation

         Overview

Since February 24, 2003, we have devoted substantially all of our efforts to
planning and budgeting, research and development activities, and raising
capital. In the early part of 2004, we substantially completed the development
of an online system for the settlement of credit card and other consumer debt
and began marketing our service to banks and other creditors. In February 2004,
we implemented our online system, on a test basis, with a collection agency. In
July 2004, we implemented our online system with a second client and began
generating revenue based on a percentage of the amount of debt collected by this
client. We do not expect to generate significant revenues from these clients
during the initial startup periods.

Initially, we intend to market our service to credit card issuers, their
collection agencies, and the buyers of their defaulted debt in the United
States. Eventually, we intend to market our service to other segments served by
the collections industry worldwide. We are currently in negotiations with a
number of potential clients to test the Debt Resolve System with their
portfolios.

We have financed our activities to date through our management's contributions
of cash and forgiveness of compensation, the forgiveness of royalty and
consulting fees, advances from two shareholders, and the proceeds from sales of
our common stock in a private placement.

         Liquidity and Capital Resources

As of December 31, 2004 and May 10, 2005, our working capital (deficit) totaled
($124,970) and $215,327, respectively. We believe that our working capital as of
the date of this report is not sufficient to fund our plan of operations beyond
July 2005. We intend to continue seeking to raise additional capital over future
months. However, we have no agreements or commitments concerning the sale of our
equity securities and there can be no assurance we will be able to raise
sufficient additional capital as needed to execute our business plan.

We are classified as a development stage company because, to date, we have
devoted substantially all of our efforts to planning and budgeting, research and
development activities, and raising the capital necessary to execute our
business plan, and our planned principal operations have not produced any
significant revenues. There can be no assurance that we will be successful in
implementing our business plan.


                                       13


<PAGE>

         Results of Operation Three Months ended March 31, 2005
         Compared to Three Months ended March 31, 2004

REVENUE. Revenue totaled $1,661 and $-0- for the three months ended March 31,
2005 and 2004, respectively. The Company earned revenue during the three months
ended March 31, 2005 from a collection agency that implemented the Company's
online system. Revenue was earned based on a percentage of the amount of debt
collected from accounts placed on the Company's online system.

PAYROLL AND RELATED EXPENSES. Payroll and related expenses totaled $242,476 for
the three months ended March 31, 2005 and $197,504 for the three months ended
March 31, 2004. For the three months ended March 31, 2005 and March 31, 2004,
these expenses include $75,000 and $112,500, respectively, of imputed
compensation expense for the minimum base salary amounts under the employment
agreements with Messrs. Burchetta and Harris, and, in 2004, Mr. Silberstein, as
if the Company had met the condition for paying their salaries. No salary
payments were made to Messrs. Burchetta and Harris during the three months ended
March 31, 2005 nor to Messrs. Burchetta, Harris and Silberstein during the three
months ended March 31, 2004, and the Company recorded their imputed compensation
as a capital contribution. During the month of January 2004, payroll and related
expenses incurred in connection with employees involved in the development of
the Company's online product were classified as research and development
expenses. Commencing February 2004, these expenses were no longer classified as
research and development expenses and were included in payroll and related
expenses.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses totaled
$171,536 for the three months ended March 31, 2005 and $248,140 for the three
months ended March 31, 2004. For the three months ended March 31, 2005, these
expenses consist of $60,147 for telecommunication costs, including website
hosting, $44,019 for legal and accounting fees, and $14,737 for marketing and
promotion costs. Other general expenses consisted primarily of consulting fees,
insurance, occupancy costs and travel related expenses. For the three months
ended March 31, 2004, these expenses consist of $97,908 for professional fees
incurred in connection with legal, computer and business advisory services,
$32,164 in marketing expense, $26,152 in travel related expenses, and $91,916
for other general expenses, primarily consisting of website development expense
not included in research and development, occupancy costs, telecommunications
costs and insurance.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses totaled
$-0- for the three months ended March 31, 2005 and $46,022 for the three months
ended March 31, 2004. In January 2004, the Company substantially completed the
development of and began marketing its online product. Commencing February 2004,
costs incurred in connection with the operation, maintenance, modification, and
customization of the Company's online product have been charged to expense as
incurred, but are not classified as research and development expenses. For the
three months ended March 31, 2004, research and development expenses consist of
payroll and related expenses and consulting fees incurred in connection with
employees and consultants involved in the development of the Company's software
product.

         Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
the accompanying notes. These estimates and assumptions are based on
management's judgment and available information and, consequently, actual
results could be different from these estimates. We believe that the most
critical accounting policy concerns the doubt about the Company's ability to
continue as a going concern. This and our other critical accounting policies are
described in notes 1 and 2 to the financial statements contained in this report,
in this Item 2, Management's Discussion and Analysis or Plan of Operation, and
in notes 1 and 2 to our financial statements contained in our Annual Report on
Form 10-KSB for the year ended December 31, 2004.

         Statement Relating to Forward-Looking Statements

This report contains forward-looking statements that are based on our beliefs as
well as assumptions and information currently available to us. When used in this
report, the words "believe," "expect," "anticipate," "estimate" "potential" and
similar expressions are intended to identify forward-looking statements. These
statements are subject to risks, uncertainties and assumptions, including,
without limitation, the risks and uncertainties concerning our recent research
and development activities; the risks and uncertainties concerning acceptance of
our services and products, if and when fully developed, by our potential
customers; our present financial condition and the risks and uncertainties
concerning the availability of additional capital as and when required; the
risks and uncertainties concerning the Limited License Agreement with Messrs.
Brofman and Burchetta; the risks and uncertainties concerning the Company's
dependence on its key executives; the risks and uncertainties concerning
technological changes and the competition for our services and products; and the
risks and uncertainties concerning general economic conditions. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated, or projected. We caution you not to place undue reliance
on any forward-looking statements, all of which speak only as of the date of
this report.


                                       14


<PAGE>

Item 3.  CONTROLS AND PROCEDURES

         Evaluation of the Company's Disclosure Controls

         As of the end of the period covered by this report, the company has
evaluated the effectiveness of the design and operation of its disclosure
controls and procedures ("disclosure controls"). This evaluation (the "controls
evaluation") was done under the supervision and participation of the company's
management, including its chief executive officer (the "CEO") and chief
financial officer (the "CFO"). Rules adopted by the Securities and Exchange
Commission require that in this section of the report the Company present the
conclusions of tits CEO and CFO about the effectiveness of the Company's
disclosure controls based on and as of the date of the controls evaluation.

         CEO and CFO Certifications

         Appearing as exhibits 31.1 and 31.2 to this report are "Certifications"
of the CEO and CFO. The certifications are required pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications"). This section
of this report contains information concerning the controls evaluation referred
to in the Section 302 Certifications and this information should be read in
conjunction with the Section 302 Certifications for a more complete
understanding of the topics presented.

         Disclosure Controls

         Disclosure controls are procedures that are designed with the objective
of ensuring that information required to be disclosed in the Company's reports
filed under the Securities Exchange Act, such as this report, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls are
also designed with the objective of ensuring that such information is
accumulated and communicated to the Company's management, including, without
limitation, the CEO and CFO, as appropriate to allow timely decisions regarding
required disclosure.

         Limitations on the Effectiveness of Controls

         The Company's management, including, without limitation, the CEO and
CFO, does not expect that the Company's disclosure controls will prevent all
error and fraud. A control system no matter how well conceived and operated can
provide only reasonable, not absolute assurance that the objectives of the
control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations of all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been
detected.

         Scope of Evaluation

         The CEO/CFO evaluation of the Company's disclosure controls included a
review of the controls' objective and design, the controls' implementation by
the Company and the effect of the controls on the information generated for use
in this report. In the course of the controls evaluation, management sought to
identify data errors, controls problems or acts of fraud and to confirm that
appropriate corrective action, including process movements, were being
undertaken. This type of evaluation will be done on a quarterly basis so that
the conclusions concerning controls effectiveness can be reported in the
Company's quarterly reports on Form 10-QSB and annual report on Form 10-KSB. The
overall goals of these various review and evaluation activities are to monitor
the Company's disclosure controls and to make modifications as necessary. In
this regard, the Company's intent is that the disclosure controls will be
maintained as dynamic controls systems that change (including improvements and
corrections) as conditions warrant.

         Conclusions

         Based upon this controls evaluation, the Company's CEO and CFO have
concluded that, as of the end of the period covered by this report, the
Company's disclosure controls are effective to provide reasonable assurance that
information required to be disclosed in the Company's reports filed under the
Securities Exchange Act such as this report, is recorded, processed, summarized
and reported within the time periods specified by the Securities Exchange
Commission's rules and forms.

         There has been no change in the Company's internal controls over
financial reporting during the fiscal quarter ended March 31, 2005 that has
materially affected, or is reasonably likely to materially affect, the Company's
internal controls over financial reporting.


                                       15


<PAGE>

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         None

Item 2.  Unregistered Sales of Equity Securities

On four dates during the three months ended March 31, 2005, we issued a total of
224,900 shares of our common stock in private placement sales at a price of
$1.00 per share. These issuances were exempt from registration pursuant to
Section 4(2) of the Securities Act.

Item 3.  Defaults upon Senior Securities

         None

Item 4.  Submission of Matters to a Vote of Security Holders

         None

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         31.1     Certification of Chief Executive Officer required by Rule
                  13(a)-14(a).
         31.2     Certification of Chief Financial Officer required by Rule
                  13(a)-14(a).
         32.1     Certifications required by Rule 13(a)-14(b) and 18 U.S.C.
                  Section 1350.

(b)      Reports on Form 8-K None


                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                      DEBT RESOLVE, INC.

Date: May 16, 2005                    By: /s/ JAMES D. BURCHETTA
                                          -----------------------------
                                          James D. Burchetta
                                          Chief Executive Officer
                                          (principal executive officer)



Dated: May 16, 2005                    By: /s/ Katherine A. Dering
                                           ----------------------------
                                           Katherine A. Dering
                                           Chief Financial Officer
                                           (principal accounting
                                           and financial officer)


                                       16





<PAGE>

Exhibit 31.1


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, James D. Burchetta, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of Debt Resolve,
         Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

         a.       designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant is made known to us, particularly during the
                  period in which this report is being prepared;

         b.       [Intentionally omitted]

         c.       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

         d.       disclosed in this quarterly report any change in the
                  registrant's internal control over financial reporting that
                  occurred during the registrant's most recent fiscal quarter
                  (the registrant's fourth fiscal quarter in the case of an
                  annual report) that has materially affected, or is reasonably
                  likely to materially affect, the registrant's internal control
                  over financial reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of
         registrant's board of directors (or persons performing the equivalent
         functions):

         a.       all significant deficiencies and weaknesses in the design or
                  operation of internal control over financial reporting which
                  are reasonably likely to adversely affect the registrant's
                  ability to record, process, summarize and report financial
                  information; and

         b.       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date: May 16, 2005                     /s/ JAMES D. BURCHETTA
                                       -----------------------------
                                       James D. Burchetta
                                       Chief Executive Officer
                                       (principal executive officer)



<PAGE>

Exhibit 31.2


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Katherine A. Dering, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of Debt Resolve,
         Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

         a.       designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant is made known to us, by others within those
                  entities, particularly during the period in which this report
                  is being prepared;

         b.       [Intentionally omitted]

         c.       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

         d.       disclosed in this quarterly report any change in the
                  registrant's internal control over financial reporting that
                  occurred during the registrant's most recent fiscal quarter
                  (the registrant's fourth fiscal quarter in the case of an
                  annual report) that has materially affected, or is reasonably
                  likely to materially affect, the registrant's internal control
                  over financial reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of
         registrant's board of directors (or persons performing the equivalent
         functions):

         a.       all significant deficiencies and weaknesses in the design or
                  operation of internal control over financial reporting which
                  are reasonably likely to adversely affect the registrant's
                  ability to record, process, summarize and report financial
                  information; and

         b.       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date: May 16, 2005                     /s/ Katherine A. Dering
                                       -----------------------------
                                       Katherine A. Dering
                                       Chief Financial Officer
                                       (principal financial officer)



<PAGE>

Exhibit 32.1


          Certification of Chief Executive Officer pursuant to Sec. 906

In connection with the Quarterly Report of Debt Resolve, Inc.(the "Company") on
Form 10-QSB for the quarter ended March 31, 2005, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, James D.
Burchetta, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of
2002, that:

1.       The Report fully complies with the requirements of Sections 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

2.       Information contained in the Report fairly presents, in all material
         respects, the financial condition and results of operations of the
         Company.

Date: May 16, 2005                    /s/ JAMES D. BURCHETTA
                                      -----------------------
                                      James D. Burchetta
                                      Chief Executive Officer


          Certification of Chief Financial Officer pursuant to Sec. 906

In connection with the Quarterly Report of Debt Resolve, Inc.(the "Company") on
Form 10-QSB for the quarter ended March 31, 2005, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Katherine A.
Dering, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002,
that:

1.       The Report fully complies with the requirements of Sections 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

2.       Information contained in the Report fairly presents, in all material
         respects, the financial condition and results of operations of the
         Company.

Date: May 16, 2005                    /s/ Katherine A. Dering
                                      -----------------------
                                      Katherine A. Dering
                                      Chief Financial Officer