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~~date of earliest event reported): August 124, 2005

Decorize, Inc.

(Exact Name of Registrant as Specified in its Charter)

______________________________________________________________________________

Delaware	001-31260	43-1931810
(State of Incorporation)	(Commission File Number)	(IRS employer identification no.)

1938 East Phelps, Springfield, Missouri 65802

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (417) 879-3326

Not Applicable

Former name of address, if changed since last report

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Principal~~Definitive ~~Officers;~~Agreement. ~~Election of Directors; Appointment of Principal Officers~~

~~Resignation~~On August 24, 2005, Decorize, Inc., a Delaware corporation (“Decorize”), and its subsidiaries, Guildmaster, Inc., and Faith Walk Designs, Inc. entered into exclusive global factoring arrangements with Bibby Financial Services (Midwest), Inc. (“BFS”). The initial funding occurred on August 25, 2005 and was used in part to repay all amounts outstanding under Decorize’s existing credit facility with Bank of ~~Director~~America, N.A. The factoring arrangements provide Decorize with a maximum credit facility of $2,000,000.

~~Decorize,~~The ~~Inc.~~factoring ~~accepted~~arrangements are governed by a Master Purchase and Sale Agreement (as amended, the ~~resignation~~“Factoring ofAgreement”) Mrentered into between Decorize and BFS. Decorize ~~Ron~~and ~~Jones~~BFS ~~from~~also ~~its~~entered ~~Board~~into ofan ~~Directors~~Amendment to Master Purchase and Sale ~~effective~~Agreement on August 124, 2005., Toin order to correct the ~~knowledge~~number of collection days to be charged to Decorize’s ~~executive~~account. Under ~~officers,~~the ~~Mr.~~Factoring Agreement, ~~Jones’~~Decorize ~~resignation~~submits ~~was~~accounts ~~not~~receivable ~~due~~ to ~~any~~be ~~disagreement~~purchased ~~with~~by ~~Decorize’s operations~~BFS, and BFS pays ~~policies~~Decorize orup ~~practices,~~to ~~but~~85% ~~was~~of ~~merely~~the toaggregate ~~pursue~~net ~~other~~face ~~interests.~~value ~~Mr.~~of ~~Jones~~accounts receivable ~~was elected~~purchased, toless ~~serve~~applicable asfees ~~Vice~~charged ~~President~~by ofBFS ~~Business~~and ~~Development~~a ~~for~~reserve ~~Decorize~~withheld by ~~effective~~BFS ~~August~~to serve 1,as ~~2005,~~security ~~and~~in hethe ~~will~~event ~~continue~~that inBFS ~~that~~receives ~~role~~less ~~following~~than ~~his~~full payment for ~~resignation~~accounts ~~from~~purchased ~~the~~due ~~Board~~to ofreturns, ~~Directors~~allowances, deductions, disputes or chargebacks.

~~Appointment~~All ofaccounts ~~New~~submitted ~~Director~~for purchase must be approved by BFS. Accounts are purchased on a recourse basis, and BFS has the right to charge back accounts purchased from Decorize at any time. The Factoring Agreement requires Decorize and its subsidiaries to grant BFS a first lien security interest in all their accounts receivable and all cash held in bank accounts.

OnBFS ~~August~~ charges 1,Decorize ~~2005,~~interest on amounts advanced to Decorize’s ~~Board~~under the Factoring Agreement at a rate of ~~Directors~~3.5% ~~appointed~~above ~~Marwan~~the ~~Atalla~~ prime rate of interest as published in the Wall Street Journal. BFS receives a ~~director~~factoring toadministration ~~fill~~fee equal to 1.25% of the ~~vacancy~~gross ~~created~~invoice byamount ~~Mr.~~of ~~Jones’~~each ~~resignation,~~account submitted and a $0.40 invoice ~~effective~~ processing ~~immediately~~fee for each account submitted. MrIf total receivables are more than 60% for any one account debtor, BFS may charge Decorize an additional 0.5% discount ~~Atalla~~for ~~has~~accounts ~~not~~from ~~been~~that ~~appointed~~specific toaccount ~~serve~~debtor. onDecorize ~~any~~also ~~committees~~agreed of to pay ~~the~~a ~~Board~~one-time offacility ~~Directors~~fee equal to $20,000.

~~Marwan~~The ~~M. Atalla~~Factoring isAgreement ~~President~~requires ofDecorize ~~NEST~~to ~~U.S.A.,~~maintain ~~Inc.~~a ~~(www.nestusa.com),~~level of accounts submitted ~~a Houston~~for ~~based,~~purchase ~~privately~~each ~~held~~month ~~investment~~that ~~company~~is ~~with~~equal ~~investments~~to ~~in real estate~~$500,000, ~~aviation~~on average, ~~technology~~during ~~and~~each calendar ~~energy~~quarter. ~~NEST~~If isthe ~~part~~level of ~~the~~purchased ~~Near~~accounts ~~East~~falls ~~Group~~below the $500,000 ~~a multi-national~~minimum ~~investment~~average ~~group~~requirement ~~with~~in ~~offices~~any incalendar ~~Amman~~month, ~~London~~Decorize &is ~~Houston.~~required ~~Mr.~~to ~~Atalla~~pay BFS is a ~~graduate~~$10,000 offee ~~Ashland~~for ~~University~~that ~~with~~month aand ~~degree~~each insubsequent ~~Business~~month that the average ~~Administration~~minimum requirement is not met.

~~Mr.~~The ~~Atalla~~initial ~~has~~term of the ~~right~~Factoring toAgreement ~~exercise~~is ~~control~~six ~~over~~months, ~~the~~which ~~voting~~may ~~and disposition~~be ofautomatically ~~the shares~~extended offor ~~Decorize’s~~successive ~~common~~periods ~~stock,~~of $twelve months.~~001~~ ~~par~~BFS ~~value,~~may terminate ~~that~~the ~~are~~Factoring ~~owned~~Agreement byat ~~NEST~~any astime ~~a result~~on of30 ~~his~~days ~~position~~prior asnotice ~~President~~to Decorize. OnDecorize ~~February~~may ~~26,~~terminate ~~2002,~~the ~~Decorize~~Factoring ~~completed~~Agreement by prior written anotice ~~private~~to ~~placement~~BFS ~~financing~~no ~~with~~less ~~NEST~~than ~~of a $750~~60,~~000~~ ~~convertible~~and ~~term~~no ~~note, which was~~more ~~convertible~~than ~~into 535~~30,~~714~~ ~~shares~~days ~~(as~~prior ~~adjusted~~to ~~from~~the anend ~~initial~~of ~~300,000~~each ~~shares~~term. inIf ~~accordance~~Decorize ~~with~~terminates the ~~anti-dilution~~Factoring ~~provisions~~Agreement ofmore ~~such~~than ~~instrument~~60 ~~due~~days prior to the ~~private~~end ~~placement~~of ~~completed~~the inthen-current ~~November~~term, ~~and~~Decorize ~~December~~will ofpay ~~2002)~~a oftermination ~~common~~fee ~~stock,~~equal to ~~together~~$10,000 ~~with~~for ~~warrants~~each tomonth ~~purchase~~remaining ~~another~~during ~~300,000~~the ~~shares for $2~~term.50 ~~per share.~~

OnDecorize ~~January~~believes ~~31,~~that ~~2003,~~ the ~~NEST~~factoring ~~convertible~~arrangements ~~term~~will ~~note~~enhance ~~was~~its ~~amended~~working ~~to restructure~~capital ~~the payments~~situation ~~of principal~~ and ~~interest~~increase ~~due~~the ~~from~~likelihood ~~Decorize.~~that ~~From~~it ~~January~~may ~~31,~~expand ~~2003 until~~its ~~December~~current ~~31, 2003, Decorize made monthly payments of interest and~~operations ~~principal on the convertible term note~~ in ~~the amount of $17,500~~Asia. ~~Effective December~~It ~~31,~~is ~~2003~~possible, ~~the convertible term note was reamortized~~however, ~~and~~that ~~the~~Decorize ~~monthly installments~~will ~~beginning~~continue ~~on January 31, 2004, were adjusted~~ to ~~reflect the~~require ~~new amortization~~additional ~~schedule.~~equity Inand ~~connection~~debt ~~with~~financing ~~this change~~ in ~~the~~order ~~payment~~to ~~schedule of the~~provide ~~convertible~~it ~~term~~sufficient ~~note, on January 31, 2003, NEST received warrants~~operating ~~exercisable~~capital ~~for~~until ~~216,000~~such ~~shares~~time ofas ~~common~~it ~~stock~~can atbecome ansufficiently ~~exercise~~cash ~~price~~flow ~~of $2.80~~positive ~~per~~to fund ~~share.~~operations ~~The~~on ~~warrants~~a ~~were~~stand-alone ~~made to be exercisable until December 31, 2005~~basis.

InItem ~~connection with a private placement of Decorize’s series A preferred stock in February 2004, Decorize and NEST amended the convertible term note another time~~1.02. Termination ~~Prior to this amendment, Decorize owed approximately $620,000 to NEST under the convertible term note. Decorize issued 409,700 shares~~ of ~~common stock to NEST in exchange for~~ a ~~$409,700~~Material ~~principal~~Definitive ~~reduction in the convertible term note and issued a second amended and restated note to NEST with a principal balance equal to the remaining $210,497 owed to NEST~~Agreement. The amended note had a new schedule of payments that provided for monthly payments of $10,000 each beginning February 1, 2004, and ending December 31, 2005, at which time all amounts due under the second amended and restated note would be due in full. In addition to issuing the shares and the amended note, Decorize amended certain outstanding warrants held by NEST to extend their expiration date to December 31, 2005, and issued another set of warrants to NEST that were exercisable for 400,000 shares of common stock at an initial exercise price equal to $1.40.

On ~~May~~August 3124, 2005, Decorize ~~completed~~terminated ~~the~~its ~~private~~line ~~placement~~ of ~~1,000,000~~credit ~~shares~~with ~~of common stock~~Bank ~~to NEST. Under the terms~~ of ~~the applicable securities purchase agreement~~America, ~~Decorize~~ ~~agreed to amend certain outstanding warrants held by NEST~~N.A., ~~which~~ ~~were exercisable~~effective ~~for~~immediately anupon ~~aggregate~~its ~~996,000~~entering ~~shares~~into ~~of common stock, in order to reduce their exercise price to $0.20 per share and to extend~~ the ~~period~~Factoring ~~during which the amended warrants would be exercisable~~Agreement. The ~~amended warrants are now~~ ~~exercisable, in whole or in part, until May 31, 2007. The exercise price~~line of ~~the amended warrants is $0.20 per share~~credit, ~~subject~~which tohad ~~adjustment~~been ifutilized by Decorize ~~subdivides~~ ~~its~~for ~~outstanding~~working ~~shares~~capital ~~of common stock into a greater number of~~since ~~shares, in which case the exercise price in effect immediately prior to such~~January ~~subdivision shall be proportionately reduced~~2005, oris ifbeing ~~Decorize~~replaced ~~combines~~by ~~its shares of~~the ~~common~~global ~~stock~~factoring ~~into~~arrangements awith ~~smaller number of shares~~BFS, in which ~~case the exercise~~ ~~price in effect immediately prior to such combination shall be proportionately~~are ~~increased.~~described ~~Decorize~~under ~~and~~Item ~~NEST~~1.01 ~~entered~~of ~~into~~this aCurrent ~~registration~~Report ~~rights~~on ~~agreement, in which~~Form ~~Decorize agreed to file a registration statement registering the resale of the Common Stock issued~~8-K, orand ~~to be issued upon exercise of the Amended Warrants,~~are ~~under~~incorporated ~~the~~herein ~~Securities~~by ~~Act of 1933, as amended~~reference.

The line of credit had provided Decorize with a credit facility of up to $4,000,000 through May 31, 2005, decreasing to $3,000,000 from June 1, 2005 through its maturity at December 31, 2005. The description of the Bank of America line of credit that is set forth in Decorize’s Current Report on Form 8-K filed on January 18, 2005, is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(C) Exhibits.

4.1	Master Purchase and Sale Agreement between Decorize, Inc. and Bibby Financial Services (Midwest), Inc., executed by Decorize, Inc. on August 24, 2005.

4.2	Amendment to Master Purchase and Sale Agreement between Decorize, Inc. and Bibby Financial Services (Midwest), Inc., executed by Decorize, Inc. on August 24, 2005.

SIGNATURES

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

	DECORIZE, INC.
Date: August 5, 2005	By:	/s/ Brent Olson
Date: August 24, 2005	By:	/s/ Brent Olson
		Name: Brent Olson
		Title: Vice President of Finance
		Title: Chief Financial Officer

Exhibit Index

4.1	Master Purchase and Sale Agreement between Decorize, Inc. and Bibby Financial Services (Midwest), Inc., executed by Decorize, Inc. on August 24, 2005.

4.2	Amendment to Master Purchase and Sale Agreement between Decorize, Inc. and Bibby Financial Services (Midwest), Inc., executed by Decorize, Inc. on August 24, 2005.

Filing Compare · DECORIZE INC