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

On September 14, 2012, usell.com, Inc. amended its bylaws to remove the super-majority voting requirement for directors to take action whenever a vacancy exists. The foregoing description is qualified in its entirety to the Second Amended and Restated Bylaws, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.