UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 2 TO
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
(August 7, 2009)
Date of report (Date of earliest event reported)
Digital Valleys Corporation
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or Other Jurisdiction of Incorporation)
333-152798 98-0537383
(Commission File Number) (IRS Employer Identification No.)
Suite 100, 1100 Dexter Ave. North, Seattle, Washington 98109
(Address of Principal Executive Offices) (Zip Code)
(206) 273-7892
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former 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 (see General Instruction A.2. below):
[ ] 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 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(A) DISMISSAL OF MOORE & ASSOCIATES, CHARTERED
On August 7, 2009, Digital Valleys Corp. furnished a Form 8-K under Item
4.01 announcing the immediate dismissal of Moore & Associates, Chartered as the
Registrant's certifying accountant ("Dismissal Date"), and the simultaneous
engagement of Seale and Beers, CPAs as the Registrant's new certifying
accountant.
On August 27, 2009, the Public Company Accounting Oversight Board ("PCAOB")
revoked the registration of Moore and Associates, Chartered because of
violations of PCAOB rules and auditing standards in auditing the financial
statements, PCAOB rules and quality controls standards, and Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and non-cooperation
with a Board investigation.
During the Registrant's two most recent fiscal years, the subsequent
interim periods thereto, and through the Dismissal Date, there were no
disagreements (as defined in Item 304 of Regulation S-K) with Moore &
Associates, Chartered 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 Moore & Associates,
Chartered, would have caused it to make reference in connection with its opinion
to the subject matter of the disagreement. Further, during the Registrant's two
most recent fiscal years, the subsequent interim periods thereto, and through
the Dismissal Date, there were no reportable events (as defined in Item
304(a)(1)(v) of Regulation S-K).
On September 7, 2009, the Registrant provided Moore and Associates,
Chartered with a copy of the disclosures contained in this amended Form 8-K and
requested that Moore and Associates, Chartered furnish the Company with a letter
addressed to the U. S. Securities and Exchange Commission stating whether Moore
and Associates, Chartered agrees with the above statements, and if not, the
respects in which Moore and Associates, Chartered does not agree. As of the
filing of this amended 8-K on September 22, 2009, the Company has not received a
response from Moore and Associates, Chartered.
(B) ENGAGEMENT OF SEALE AND BEERS, CPAS
On August 7, 2009 (the "Engagement Date"), the Registrant engaged Seale and
Beers, CPAs as the Registrant's independent registered public accounting firm.
During the Registrant's two most recent fiscal years, the subsequent interim
periods thereto and through the Engagement Date, neither the Registrant nor
anyone on its behalf consulted Seale and Beers, CPAs regarding either (1) the
application of accounting principles to a specified transaction regarding the
Registrant, either completed or proposed, or the type of audit opinion that
might be rendered on the Registrant's financial statements; or (2) any matter
regarding the Registrant that was either the subject of a disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item
304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of
Regulation S-K).
It is the Registrant's intention to have the Registrant's annual financial
statements filed on Form 10-K re-audited by and Beers, CPAs in the immediate
future.
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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.
Date: September 22, 2009
By: /s/ Felipe A. Pati
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Name: Felipe A. Pati
Title: President
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