SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PEERLESS SYSTEMS CORP

(Last)

(First)

(Middle)

1055 WASHINGTON BLVD

8TH FLOOR

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/03/2014

3. Issuer Name and Ticker or Trading Symbol
DEER VALLEY CORP [ DVLY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		see footnote 1 below

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	12,310,458	D
Common Stock⁽¹⁾	126,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. The Reporting Person does not own any securities of the Issuer as of the date of the filing of this report on Form 3. This Form 3 is being filed by the Reporting Person to report the number of shares over which the Reporting Person will have sole voting and dispositive power upon the closing of a stock purchase agreement dated September 3, 2014 (the "SPA") by and among the Reporting Person, the Issuer and Vicis Capital Master Fund ("Vicis"). Pursuant to the SPA, the Reporting Person intends to acquire on closing (i) 12,310,458 shares of Common Stock from Vicis; and (ii) 126,000 shares of Common Stock from the Issuer. The purchase of the shares of Common Stock reported hereunder by the Reporting Person is expected to close on or before September 30, 2014. This Form 3 is being filed at this time because no material contingencies exist that are not waivable by the Reporting Person.

	/s/ Timothy E. Brog	09/15/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.