UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Second Amended

Form 8-K/A

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

DISCOUNT DENTAL MATERIALS, INC.

(Exact name of registrant as specified in its charter)

92 Corporate Park, C-141

Irvine, CA 92606

(Address of principal executive offices)  (zip code)

(949) 415-7478

(Registrant’s telephone number, including area code)

2909 Thornton Avenue

Burbank, CA  91504

(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:

       .   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 February 10, 2012, we filed a Current Report on Form 8-K reporting the dismissal of Li & Company, P.C., as our independent accountants, effective February 10, 2012.  On February 10, 2012, we provided a copy of the filing to Li & Company, P.C., and requested that they furnish us with a letter addressed to the Securities and Exchange Commission stating whether they agreed with the statements made by us in the Form 8-K, and, if not, stating the respects in which they did not agree.  At the time we filed the original Form 8-K we had not received the requested letter from Li & Company, P.C.   After we received the letter from Li & Company, P.C. we filed a First Amended Form 8-K/A on February 24, 2012, to include the required letter.  We are filing this Second Amended Form 8-K/A to revise and clarify certain disclosure in both the original filing on Form 8-K as well as the First Amended Form 8-K/A, as well as to include an updated letter from Li & Company, P.C. confirming their agreement with this Second Amended Form 8-K/A, which is attached hereto as Exhibit 16.1.  

Section 4 – Matters Related to Accountants and Financial Statements

Item 4.01 Changes in Registrant’s Certifying Accountant

Dismissal of Previous Independent Registered Public Accounting Firm

On February 10, 2012, our Board of Directors approved the dismissal of Li & Company, P.C. as our independent auditor, effective immediately, and notified them of such dismissal.

Li & Company, P.C. audited our financial statements, including our balance sheets as of November 30, 2011 and 2010 and our related statements of operations, changes in stockholders’ equity, and statements of cash flows for the period from December 17, 2007 (inception) through November 30, 2011.  The audit report of Li & Company, P.C. on our financial statements for the period stated above (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, but the reports of Li & Company, P.C., for the Audit Period contained an emphasis of a matter paragraph which indicated conditions existed which raised substantial doubt about our ability to continue as a going concern.  

During the fiscal years ended November 30, 2011 and 2010 and through Li & Company, P.C.’s dismissal on February 10, 2012, there were (1) no disagreements with Li & Company, P.C. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Li & Company, P.C., would have caused Li & Company, P.C. to make reference to the subject matter of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.

We furnished Li & Company, P.C. with a copy of this disclosure on March 5, 2012, providing Li & Company, P.C. with the opportunity to furnish the Company with a letter addressed to the Commission stating whether it agrees with the statements made by us herein in response to Item 304(a) of Regulation S-K and, if not, stating the respect in which it does not agree. A copy of Li & Company, P.C.’s letter to the SEC is filed as Exhibit 16.1 to this Report.

Engagement of New Independent Registered Public Accounting Firm

Concurrent with the decision to dismiss Li & Company, P.C.as our independent auditor, the Board of Directors appointed Windes & McClaughry Accountancy Corporation (“Windes”) as our independent auditor.

During the year ended June 30, 2011 and through the date hereof, neither the Company nor anyone acting on its behalf consulted Windes with respect to (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 report was provided to the Company or oral advice was provided that Windes concluded 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 the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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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.

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