Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
MASTERS CHARLES G
 2. Issuer Name and Ticker or Trading Symbol
DEER VALLEY CORP [DVLY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last)
(First)
(Middle)

4902 EISENHOWER BLVD., SUITE 185		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006
(Street)


TAMPA, FL 33634		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
COMMON STOCK 07/19/2006   J(1) 354 A $ (1) 1,730,354 (2) I BY SPOUSE.
COMMON STOCK 07/24/2006   C4 1,630,000 A $ (3) 1,730,354 (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
SERIES B PREFERRED STOCK   07/24/2006   C   16,300   (3)   (3) COMMON STOCK
1,630,000
(3) 0
D
 
SERIES A COMMON STOCK PURCHASE WARRANT $ 1.5 08/11/2006   J4 2,024     (4)   (4) COMMON STOCK
2,024
(4) 35,358 (5)
I
BY SPOUSE.

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MASTERS CHARLES G
4902 EISENHOWER BLVD.
SUITE 185
TAMPA, FL 33634		   X   X   CHIEF EXECUTIVE OFFICER  

Signatures

/s/ CHARLES G. MASTERS 02/05/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Received from issuer as a pro-rata dividend to all holders of Series A Convertible Preferred Stock.
(2) Includes 1,730,000 shares of common stock owned directly by the reporting person. The reporting person and his spouse both disclaim beneficial ownership of the other's securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(3) Each share of Series B Preferred Stock automatically converted into one hundred (100) shares of common stock upon the shareholders' approval of an increase in the authorized shares of the common stock of Deer Valley Corporation, which occurred on July 24, 2006.
(4) The Series A Common Stock Purchase Warrant was received from issuer as a contractually-mandated penalty in a pro-rata distribution to all holders of Series A Convertible Preferred Stock and is exerciseable in whole or in part for five years (5) from the date of grant, December 4, 2006, at a price of $1.50 per share.
(5) Includes a Series A Common Stock Purchase Warrant for 33,334 shares of common stock and a Series A Common Stock Purchase Warrant for 2,024 shares of common stock. In addition the reporting person indirectly beneficially owns, through his spouse, 2,500 shares of Series A Convertible Preferred Stock and a Series B Common Stock Purchase Warrant for 16,667 shares of common stock. The common shares underlying the derivative securities indirectly owned by the reporting person number 85,359. The reporting person and his spouse both disclaim beneficial ownership of the other's securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

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