f8k073112a1_yaterra.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM 8-K/A

(Amendment No. 1)

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 31, 2012

YATERRA VENTURES CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction

of incorporation)

000-53556

(Commission

File Number)

73-3249571

(IRS Employer

Identification No.)

1102 Slide Road, No. 30 Lubbock, Texas 79416

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (214) 736-3321

N/A

(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))

Explanatory Note

On August 6, 2012, Yaterra Ventures Corp. (the “Company”), filed a Current Report on Form 8-K (the “Original Filing”) reporting that it had dismissed Davidson & Company LLP (“Davidson”), as the independent registered public accounting firm of the Company, and had approved the appointment of MaloneBailey, LLP as the independent registered public accounting firm of the Company for the year ended August 31, 2012 on the same date.

Due to the fact that Davidson has its sole office in British Columbia, Canada, and August 6, 2012 was a public holiday in such province, we were not able to get a letter from Davidson on such date stating their agreement with statements concerning their firm contained in the Original Filing, pursuant to Regulation S-K Item 304(a)(3).

We received such letter from Davidson on August 7, 2012 stating that it is in agreement with the statements made in the Original Filing pertaining to the firm, which we are filing by amendment herein. The statements in this Amendment No. 1 to the Form 8-K relating to Davidson are identical to those in the Original Filing.

Item 4.01. Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Accountant Previously Engaged as Principal Accountant.

On July 31, 2012, Yaterra Ventures Corp. (the “Company”) dismissed Davidson & Company, LLP (“Davidson”), as the independent registered public accounting firm of the Company. The dismissal was approved by the Board of Directors of the Company (the “Board”).

During the years ended August 31, 2011 and 2010, and through the date of this report, there were no (1) disagreements with Davidson on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to its satisfaction would have caused Davidson to make reference in its reports on the Company’s consolidated financial statements for such years to the subject matter of the disagreement, or (2) “reportable events,” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.

The audit reports of Davidson on the financial statements of the Company, as of and for the years ended August 31, 2011 and 2010, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that the reports stated there is substantial doubt about the Company’s ability to continue as a going concern.

The Company has requested that Davidson furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of such letter, dated August 7, 2012, indicating that it is in agreement with such disclosures is filed as Exhibit 16.1 to this Form 8-K.

(b) Engagement of New Independent Accountant as Principal Accountant.

On July 31, 2012, the Board approved the appointment of MaloneBailey, LLP (“MaloneBailey”) as the independent registered public accounting firm of the Company for the year ended August 31, 2012.

During the Company’s two most recent fiscal years and the subsequent interim period preceding MaloneBailey’s engagement, neither the Company nor anyone on behalf of the Company consulted with MaloneBailey regarding the application of accounting principles to any specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements, and MaloneBailey did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or any matter that was the subject of a “disagreement” or a “reportable event,” as such terms are defined in Item 304(a)(1) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.		Description

16.1		Letter to the Securities and Exchange Commission from Davidson & Company LLP., dated August 7, 2012.

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: August 7, 2012	Yaterra Ventures Corp.

	By:	/s/ Cedric Atkinson
		Name: Cedric Atkinson
		Title: President, Secretary, Treasurer