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 16, 2007
DEER
VALLEY CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
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Florida
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00114800
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20-5256635
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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4902
Eisenhower Blvd., Suite 185, Tampa, FL 33634
(Address
of Principal Executive Offices) (Zip Code)
(813)
885-5998
(Registrant’s
Telephone Number, Including Area Code)
(Former
name or former address, if changed since last report)
Check
the
appropriate box below of the Form 8-K if the filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the
following provisions (see General instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2)(b)
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c)).
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Unless
otherwise indicated or the context otherwise requires, all references below
in
this Current Report on Form 8-K to “we,” “us,” “Deer Valley” and the “Company”
are to Deer Valley Corporation, a Florida corporation, together with its
wholly-owned subsidiary, Deer Valley Homebuilders, Inc., an Alabama corporation.
Specific discussions or comments relating to Deer Valley Corporation will
reference “Deer Valley Corporation,” and those relating to Deer Valley
Homebuilders, Inc. will be referred to as “DVH.”
ITEM
4.01 CHANGES
IN REGISTRANT’S CERTIFYING ACCOUNTANT
a) Previous
Independent Registered Public Accounting Firm
On
July
16, 2007, the Company notified Herman, Lagor, Hopkins & Meeks, PA (“HLHM”)
of its dismissal, effective as of July 16, 2007, as the Company’s independent
registered public accounting firm. Deer Vally implemented a change of auditors
because the Company was advised that Charlie M. Meeks, the partner at HLHM
in
charge of Deer Valley’s account, left HLHM effective as of July 16, 2007 and
joined the firm of KBL, LLP. The decision to change the Company’s auditors was
recommended and unanimously approved by the Board of Directors of the Company
on
July 13, 2007.
The
reports of HLHM on the Company’s consolidated financial statements for the
fiscal years ended December 31, 2005 and 2006 (the “Audit Period”) did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified
or
modified as to uncertainty, audit scope, or accounting principles. HLHM has
not
reported on the financial statements of the Company for the fiscal year ended
December 31, 2007.
During
the Audit Period, and through July 16, 2007, there were no disagreements with
HLHM on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of HLHM, would have caused it to make reference thereto
in
its report on the Company’s consolidated financial statements for such year.
Letter
Requested from Former Accountant
The
Company has provided HLHM with a copy of the foregoing disclosure and has
requested, pursuant to the rules of the United States Securities and Exchange
Commission (the “Commission”), that HLHM provide the Company with a letter
addressed to the Commission stating whether HLHM agrees with the statements
set
forth above and, if not, stating the respects in which it does not agree. A
copy
of the letter from HLHM is attached as Exhibit 16.1 to this Current Report
on
Form 8-K.
b) New
Independent Registered Public Accounting Firm
Effective
July 16, 2007, the Company engaged KBL, LLP, a public accounting firm which
is
registered with, and governed by the rules of, the Public Company Accounting
Oversight Board, as its new independent registered public accountant to audit
the Company’s financial statements for the year ended December 31, 2007.
During
the two most recent fiscal years and the interim period between December 31,
2006 and July 16, 2007 (the date of dismissal of the Company’s prior independent
registered public accounting firm), neither the Company (nor anyone on its
behalf) consulted KBL, LLP regarding (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the
type
of audit opinion that might be rendered on the Company’s financial statements,
and neither a written nor oral report was provided to the Company in which
a
conclusion reached by the new accountant was an important factor considered
by
the Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was subject to any disagreement or
reportable event under Item 304(a)(1) of Regulation S-B.
Item
9.01 Financial
Statements and Exhibits
The
following exhibits are filed with this Form 8-K:
(d) Exhibits.
16.1 Letter
from Herman, Lagor, Hopkins & Meeks, PA to the U.S. Securities and Exchange
Commission, dated July 17, 2007.
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.
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DEER
VALLEY CORPORATION
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By: /s/
Charlie
Masters
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Name:Charles
G.
Masters
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Title:President,
Chief Executive Officer
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Dated:
July
18,
2007
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