UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July~~August 2731, 2012

QSGI INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation)	001-32620 (Commission File Number)	13-2599131 (IRS Employer Identification Number)
400 Royal Palm Way, Palm Beach, FL 33480 (Address of Principal Executive Office)
Registrant’s telephone number, including area code: (561) 629-5713

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

[ITEM ]5.02 ~~Soliciting~~Departure ~~material~~of ~~pursuant~~Directors toor ~~Rule~~Certain ~~14a-12~~Officers; ~~under~~Election ~~the~~of ~~Exchange~~Directors; ~~Act~~Appointment ~~(17~~of ~~CFR~~Certain ~~240~~Officers; Compensatory Arrangements of Certain Officers.~~14a-12)~~

[On ]August ~~Pre-commencement~~31, ~~communications~~2012 ~~pursuant~~the toCompany ~~Rule~~received ~~14d-2(b)~~notification ~~under~~that Benee Scola had tendered her resignation from the ~~Exchange~~Board ~~Act~~of ~~(17~~Directors ~~CFR~~of ~~240~~the Company.~~14d-2(b))~~ Her decision was for personal reasons and did not involve any disagreements with the Company, management or the Board of Directors.

[On ]September ~~Pre~~6, 2012 the Company appointed Jason Bodnick to the Board of Directors. Mr. Bodnick has been a founder and officer in private companies serving the real estate, packaged goods, and retail technology markets for the past 20 years. Presently, Mr. Bodnick is a Partner and Managing Director at Gross Capital Partners, LLC, a boutique merchant banking and advisory services firm. From 2008 to 2010, Mr. Bodnick was Vice President of Centurion Credit Management, a +$250M asset based lending hedge fund. Mr. Bodnick also co-~~commencement~~founded ~~communications~~and ~~pursuant~~served as a Managing Director of Premium Asset Management, a late stage venture capital fund co-investing in high technology companies along-side other top tier VC firms such as Kleiner Perkins, Benchmark Partners, among others. From 2001 to ~~Rule~~2007, ~~13c~~Mr. Bodnick co-~~4(c)~~founded ~~under~~Nexxus Group Properties, LLC, a real estate development firm in Southeastern Michigan. During his tenure at Nexxus, Mr. Bodnick was responsible for all facets of the ~~Exchange~~company’s ~~Act~~financing, ~~(17~~syndication, ~~CFR~~site ~~240~~selection, development, and marketing of the company’s portfolio of residential and multifamily projects.~~13e~~ Prior to that Mr. Bodnick served as the Vice President of Client Strategic Services for Imagicast, Inc., a technology start-~~4(c))~~up with IPO aspirations developing the first end-to-end wirelessly networked interactive, shelf edge, collaborative marketing/merchandising solution for retailers and brands. In that role, he secured a strategic relationship with P&G, and spearheaded the development and national in-store deployment of the company’s interactive wireless shelf-edge marketing system. Between 1997 to 1999, Mr. Bodnick served as the CEO of Valley Research Systems, a packaged goods manufacturer where he lead the development and marketing of a custom line of products distributed in national retail clients such as Bed, Bath & Beyond, Linens N Things, and Kmart. Mr. Bodnick began his career at Salomon Brothers on the mortgage backed securities desk. Mr. Bodnick received a BA in Political Science from Rutgers University.

Item 1.01. Entry into a Material Definitive Agreement.

On July 27, 2012 the Company entered into the settlement of a litigation entitled QSGI, Inc. v IBM Global Financing and International Business Machines Corp., No. 9:11-cv-80880-KLR, in the United States District Court, Southern District of Florida (the “Court”). The parties executed a Settlement Agreement regarding the litigation on July 30, 2012. The Settlement Agreement provided that the parties execute and file with the Court a Stipulation of Voluntary Dismissal of Action with Prejudice (the “Stipulation”). The Stipulation was filed on July 31, 2012 with the Court. All requirements of the Settlement have been satisfied and the Company has filed the required documents with the court to dismiss the litigation with prejudice.

SIGNATURE

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

	~~QSGI INC.~~	QSGI INC.
Date: August 10, 2012	By: /S/ Marc Sherman
Date: September 7, 2012	By:	/s/ Marc Sherman
	~~Marc Sherman~~	Marc Sherman
	~~Chairman of the Board~~	Chairman of the Board

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