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Friday, 11/12/2010 4:55:44 PM

Friday, November 12, 2010 4:55:44 PM

Post# of 107353
8-k filed

http://www.sec.gov/Archives/edgar/data/1110607/000101968710004050/deepdown_8k-111210.htm

excerpt -

SECTION 7 – Regulation FD Disclosure


ITEM 7.01 Regulation FD Disclosure.

We have recently received a Notice of Federal Tax Lien from the Internal Revenue Service (“IRS”) in an approximate amount of $573,000 for nonpayment of certain taxes. This claim relates primarily to 2007 and 2008 tax returns that were filed when the Company changed its tax year. At the current time, there are differences between the IRS’ understanding and our understanding of the application of taxes to the appropriate year. We do not believe that these taxes are correctly owed and we are currently working with the IRS to resolve the related issue and remove this lien. We expect the issue to be resolved with the IRS and the lien to be correspondingly removed in the near term.





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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 thereunto duly authorized.


DEEP DOWN, INC.

Date: November 12, 2010 By: /s/ Gay S. Mayeux
Gay S. Mayeux
Chief Financial Officer


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