<SUBMISSION>
<ACCESSION-NUMBER>0001332277-06-000064
<TYPE>PRER14C
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<FILING-DATE>20060214
<DATE-OF-FILING-DATE-CHANGE>20060214
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CYTATION CORP
<CIK>0000095047
<ASSIGNED-SIC>2451
<IRS-NUMBER>160961436
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<ACT>34
<FILE-NUMBER>000-05388
<FILM-NUMBER>06615308
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>251 THAMES STREET
<CITY>BRISTOL
<STATE>RI
<ZIP>02809
<PHONE>401-254-8800
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>251 THAMES STREET
<CITY>BRISTOL
<STATE>RI
<ZIP>02809
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>COLLEGELINK COM INCORP
<DATE-CHANGED>19991122
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CYTATION COM INC
<DATE-CHANGED>19990318
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>STYLEX HOMES INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
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<TYPE>PRER14C
<SEQUENCE>1
<FILENAME>cytation-prer14c.txt
<DESCRIPTION>CYTATION CORP. AMENDED PRELIMINARY 14C
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       SCHEDULE 14C INFORMATION STATEMENT

                                 (Rule 14c-101)

  Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
                                     of 1934

Check the appropriate box:
[X]  Preliminary Information Statement
[ ]  Confidential, for Use of the Commission only
     (as permitted by Rule 14c-5(d)(2))
[ ]  Definitive Information Statement

                                 CYTATION CORP.
                (Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):
[x]  No fee required
[ ]  Fee computed on table below per Exchange Act Rules l4c-5(g) and 0-11

     (1)  Title of each class of securities to which transaction applies:

     (2)  Aggregate number of securities to which transaction applies:

     (3)  Per  unit  price  or  other  underlying  value of transaction computed
          pursuant  to Exchange Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):

     (4)  Proposed maximum aggregate value of transaction:

     (5)  Total fee paid:

[ ]  Fee paid previously with preliminary materials.


[ ]  Check  box  if  any  part  of  the fee is offset as provided by Exchange
     Act  Rule  0-11(a)(2)  and identify the filing for which the offsetting fee
     was paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:

     (2)  Form, Schedule or Registration Statement No.:

     (3)  Filing Party:

     (4)  Date Filed:

<PAGE>

                   PRELIMINARY AMENDED INFORMATION STATEMENT
                               -------
                            DATED: FEBRUARY 14, 2006
                                            --
                                 CYTATION CORP.
                        4902 EISENHOWER BLVD., SUITE 185
                                 TAMPA, FL 33634
                                 (813) 885-5998

                              INFORMATION STATEMENT

 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

     This  Information  Statement  is  furnished  by  the  Board of Directors of
Cytation  Corp.  (the  "Company")  to  provide  notice  of  a special meeting of
stockholders of the Company which will be held on         , 2006 at 2:00 p.m. at
                                                 --------
4902 Eisenhower Blvd., Suite 185 for the purpose of electing directors, amending
the  Company's Certificate of Incorporation, increasing the Company's authorized
common  and  preferred stock, changing the name of the Company, and changing the
domicile  of  the  Company.  This  special  meeting  of  the stockholders of the
Company  is  not  in  lieu  of  the  Company's  annual  meeting.

     The  record  date  for  determining  stockholders  entitled to receive this
Information  Statement has been established as the close of business on February
3, 2006 (the "Record Date").  This Information Statement will be first mailed on
or about            , 2006 to stockholders of record at the close of business on
        -----------
the  Record  Date.


     ONLY  THE  COMPANY'S SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON THE
RECORD DATE ARE ENTITLED TO NOTICE OF THE PROPOSALS. PRINCIPAL SHAREHOLDERS WHO,
AS  OF THE RECORD DATE, WILL COLLECTIVELY HOLD IN EXCESS OF 50% OF THE COMPANY'S
ISSUED  AND  OUTSTANDING SHARES ENTITLED TO VOTE ON THE PROPOSALS HAVE INDICATED
THAT THEY WILL VOTE IN FAVOR OF THE PROPOSALS. AS A RESULT, THE PROPOSALS SHOULD
BE  APPROVED  WITHOUT  THE  AFFIRMATIVE  VOTE  OF  ANY OTHER SHAREHOLDERS OF THE
COMPANY.

     This  is an amendment to the Preliminary Schedule 14C filed with the SEC on
     ---------------------------------------------------------------------------
February  3,  2006.  All  changes to that Preliminary Schedule 14C are indicated
--------------------------------------------------------------------------------
with  underscoring,  just  as  in  this  paragraph.
--------------------------------------------------



                       BY ORDER OF THE BOARD OF DIRECTORS


/S/CHARLES G. MASTERS
---------------------
CHARLES G. MASTERS
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
TAMPA, FLORIDA
FEBRUARY 13, 2006
         --

--------------------------------------------------------------------------------

                   PRELIMINARY AMENDED INFORMATION STATEMENT
                               -------
                            DATED: FEBRUARY 14, 2006
                                            --
                                 CYTATION CORP.
                        4902 EISENHOWER BLVD., SUITE 185
                                 TAMPA, FL 33634
                                 (813) 885-5998
                              INFORMATION STATEMENT

 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

     This  Information  Statement  contains  information  related  to  certain
corporate  actions  of  Cytation  Corporation,  a  Delaware  corporation  (the
"Company"),  and  is  expected to be mailed to shareholders on or about February

                                     -2-
<PAGE>

         .  Unless  otherwise  indicated  or the context otherwise requires, all
---------
references  below  in this Information Statement to "we," "us" and the "Company"
are  to  Cytation  Corporation,  a  Delaware  corporation,  together  with  its
wholly-owned subsidiaries, DeerValley Acquisitions Corp., a Florida corporation,
and  Deer  Valley  Homebuilders,  Inc.,  an  Alabama  corporation.  Specific
discussions  or  comments  relating  to  Cytation Corporation will reference the
"Company," those relating to DeerValley Acquisitions Corp. will reference "DVA",
and  those  relating  to  Deer  Valley Homebuilders, Inc. will be referred to as
"Deer  Valley."

                         ABOUT THE INFORMATION STATEMENT

WHAT  IS  THE  PURPOSE  OF  THE  INFORMATION  STATEMENT?

     This  Information Statement is being provided pursuant to Section 14 of the
Securities  Exchange Act of 1934 to notify the Company's shareholders, as of the
close  of  business on the Record Date, of corporate action expected to be taken
at  the  Company's  special  meeting  of  shareholders.  Shareholders holding in
excess  of  fifty  percent  (50%) of the Company's outstanding capital stock are
expected  to  act  upon  certain  corporate matters outlined in this Information
Statement,  which  action  is expected to take place at the meeting on         ,
                                                                       --------
2006.

     Notice is hereby given that the Special Meeting of Stockholders of Cytation
Corporation,  a  Delaware  corporation,  will  be held at the Company's offices,
located  at 4902 Eisenhower Blvd., Suite 185, Tampa, Florida 33634, on         ,
                                                                       -------
2006 at 2:00 p.m., Eastern Daylight Savings Time, for the following purposes:

1.   To  elect  each  of  Hans  Beyer,  Donald  Sproat,  John Giordano, and Dale
     Phillips  as  directors  to  serve  until  the  next  annual meeting of the
     shareholders  in  the  years  in  which  their terms expire and until their
     successors  are  elected and qualified, or until their earlier resignation,
     removal from office or death;

2.   To  approve  an  amendment  to  the  Company's Certificate of Incorporation
     to  increase  the  authorized preferred stock, par value $.01 per share, of
     the Company from 1,400,000 shares to 10,000,000 shares;

3.   To  approve  an  amendment  to  the  Company's Certificate of Incorporation
     to  increase the authorized common stock, par value $.001 per share, of the
     Company from 2,000,000 shares to 100,000,000 shares;

4.   To  approve  an  amendment  to  the  Company's Certificate of Incorporation
     to change the name of the Company to DeerValley Corp.;

5.   To  approve  a  merger  with  a Florida corporation, solely for purposes of
     establishing the Company's domicile in Florida; and

6.   To  transact  such  other  business  as  may  properly  come  before  the
     Meeting or any adjournment thereof.

WHO  IS  ENTITLED  TO  NOTICE?

     Each  holder of an outstanding share of common or preferred stock of record
on  the  close of business on the Record Date will be entitled to notice of each
matter  to  be  voted  upon.

WHAT  CORPORATE  MATTERS  WILL  THE PRINCIPAL SHAREHOLDERS VOTE FOR AND HOW WILL
THEY  VOTE?

     Shareholders  holding  a  majority  of  the  outstanding capital stock have
indicated  that  they  will  vote  for  the  following  matters:

     FOR  the  election of each of Hans Beyer, Donald Sproat, John Giordano, and
Dale  Phillips  to  serve  as  directors  of Cytation Corporation until the next
annual  meeting  of  shareholders  in  the years in which their terms expire and

                                     -3-
<PAGE>

until  their  successors  are duly elected and qualified, or until their earlier
resignation,  removal  from  office  or  death;

     FOR  amending  the  Company's  Certificate of Incorporation to increase the
authorized  preferred  stock,  par  value  $.01  per  share, of the Company from
1,400,000 shares to 10,000,000 shares;

     FOR  amending  the  Company's  Certificate of Incorporation to increase the
authorized  common  stock,  par  value  $.001  per  share,  of  the Company from
2,000,000 shares to 100,000,000 shares of common stock;

     FOR  amending  the  Certificate  of Incorporation to change the name of the
Company to DeerValley Corp; and

     FOR  approving  a merger with a Florida corporation, solely for purposes of
establishing the Company's domicile in Florida.

WHAT  VOTE  IS  REQUIRED  TO  APPROVE  THE  PROPOSAL?

     ELECTION  OF  HANS  BEYER, DONALD SPROAT, JOHN GIORDANO, AND DALE PHILLIPS.
The  election  of Messrs. Beyer, Sproat, Giordano, and Phillips will require the
affirmative vote of a majority of the shares of capital stock outstanding on the
Record  Date.  Directors  are  required to be elected by a majority of the votes
cast.  Shareholders  holding  in  excess  of  fifty  percent  of the shares have
indicated  that  they  will  vote  for  the  election  of Messrs. Beyer, Sproat,
Giordano,  and  Phillips  as  directors.

     AMENDING  THE  COMPANY'S  CERTIFICATE  OF  INCORPORATION  TO  INCREASE  THE
AUTHORIZED  PREFERRED  STOCK.  For  approval of the increase in preferred stock,
the affirmative vote of a majority of the shares of capital stock outstanding on
the  Record Date will be required for approval.   In addition, the holders of at
least  two-thirds  of  our issued Series A Preferred Stock, voting as a separate
class,  must  approve  the  increase.  Shareholders  holding  in excess of fifty
percent  of  the  shares  have indicated that they will vote for approval of the
increase,  including  holders  of  more  than  two-thirds  of  our  issued  and
outstanding  Series  A  Preferred  Stock.

     AMENDING  THE  COMPANY'S  CERTIFICATE  OF  INCORPORATION  TO  INCREASE  THE
AUTHORIZED  COMMON  STOCK.  For  approval  of  an  amendment  to  the  Company's
Certificate  of Incorporation to increase the authorized shares of the Company's
common  stock  from 2,000,000 shares to 100,000,000 shares, the affirmative vote
of a majority of the shares of capital stock outstanding on the Record Date will
be  required  for  approval.  Shareholders holding in excess of fifty percent of
the  shares  have  indicated  that  they  will  vote  for  the  amendment.

     CHANGING  THE  NAME  OF  THE  COMPANY.  For approval of an amendment to the
Company's  Certificate  of  Incorporation  to  change the name of the Company to
DeerValley  Corp.,  the  affirmative vote of a majority of the shares of capital
stock  outstanding  on  the  Record  Date  will  be  required  for  approval.
Shareholders  holding  in  excess  of fifty percent of the shares have indicated
that  they  will  vote  for  the  amendment.

     CHANGING  THE  DOMICILE  OF  THE  COMPANY.  For approval of a merger with a
Florida  corporation  named  DeerValley  Corp.,  solely  for  the  purposes  of
establishing  the  Company's  domicile  in  Florida,  the  affirmative vote of a
majority  of  the shares of capital stock outstanding on the Record Date will be
required  for approval.   In addition, the holders of at least two-thirds of our
issued  Series  A  Preferred Stock, voting as a separate class, must approve the
increase.  Shareholders  holding  in  excess of fifty percent of the shares have
indicated that they will vote for approval of the increase, including holders of
more  than  two-thirds  of  our issued and outstanding Series A Preferred Stock.

     Shareholders  who  abstain  from  voting  on  any proposal presented at the
special  meeting  shall be counted for purposes of determining the presence of a
quorum  but  shall  not  be  voted  for  or  against  such  proposal.

                                     -4-
<PAGE>

                                 PROPOSAL NO. 1

                              ELECTION OF DIRECTORS

     There  are currently six seats on the Board of Directors, four of which are
currently  vacant.  The  Board  is  currently  divided  into  three  classes  of
directors, each class serving staggered three-year terms.   Directors hold their
positions  until  the  annual  meeting  of the shareholders in the year in which
their  term  expires  and  until  their  respective  successors  are elected and
qualified  or  until  their  earlier  resignation, removal from office or death.

     Four  directors are to be elected to serve until the next annual meeting of
the  shareholders  in  the  year  in  which  their  term expires and until their
successors are elected and qualified.  The Board of Directors has nominated Hans
Beyer,  Donald  Sproat,  John  Giordano, and Dale Phillips to serve as directors
(the  "Nominees").  Mr.  Christopher  Portner is currently serving as a director
and  will  resign  promptly  at the special meeting.  Messrs. Beyer, Sproat, and
Phillips currently have no role with the Company.  Mr. Giordano is a shareholder
in  Bush  Ross,  P.A., which serves as legal counsel to the company in corporate
and  securities  matters.  The  Board of Directors has no reason to believe that
any  Nominee  will  be  unable  to serve or decline to serve as a director.  Any
vacancy  occurring between shareholders' meetings, including vacancies resulting
from  an  increase  in  the  number  of directors, may be filled by the Board of
Directors.  A  director  elected  to  fill a vacancy shall hold office until the
next  annual  shareholders'  meeting  in  the  year  in which the  term expires.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION  OF  ALL  NOMINEES  NAMED  ABOVE  TO  THE  BOARD  OF  DIRECTORS.


                                 PROPOSAL NO. 2

            AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE
                           AUTHORIZED PREFERRED STOCK

     The  Company's  directors propose an amendment to the Company's Certificate
of Incorporation to increase the number of authorized shares of preferred stock,
par  value  $.01  per  share,  from  1,400,000 to 10,000,000 shares of preferred
stock,  par  value  $.01  per  share.

PURPOSE  OF  INCREASING  THE  COMPANY'S  AUTHORIZED  SHARES  OF  PREFERRED STOCK

     GENERAL  CORPORATE  PURPOSE

     The  Company's  directors  believe  that it is desirable to have additional
shares  of  preferred  stock  available  for  other  possible future financings,
possible  future  acquisition  transactions,  stock  dividends, stock splits and
other  general  corporate purposes.  The Company's directors believe that having
such  additional  authorized shares of preferred stock available for issuance in
the future should give the Company greater flexibility and may allow such shares
to  be  issued without the expense and delay of a special shareholders' meeting.
Although  such  issuance  of additional shares with respect to future financings
and  acquisitions  would  dilute existing shareholders, management believes that
such  transactions  would increase the value of the Company to its shareholders.

AMENDMENT  TO  CERTIFICATE  OF  INCORPORATION

     The  amendment  to  the Company's Certificate of Incorporation provides for
the  authorization  of  8,600,000  additional  shares of the Company's preferred
stock.

     The  amendment to the Company's Certificate of Incorporation shall be filed
with  the  Delaware Secretary of State so that Article Fourth of the Certificate
of  Incorporation  shall  be  changed as follows.  The first sentence of Article
Fourth  shall  be  deleted  in  its entirety and substituted with the following:

"FOURTH: The  total  number  of  shares of stock that the Corporation shall have
 -------
authority  to  issue  shall be 110,000,000 shares, consisting of (i) 100,000,000
shares  of  Common  Stock,  $.001 par value per share ("Common Stock"), and (ii)
10,000,000  shares  of  Preferred  Stock,  $.01  par value per share ("Preferred
Stock")."

                                     -5-
<PAGE>

ADVANTAGES AND DISADVANTAGES OF INCREASING AUTHORIZED SHARES

     There are certain advantages and disadvantages of voting for an increase in
the  Company's  authorized  preferred  stock.  The  advantages  include:

     -    The  ability  to  raise  capital  by  issuing  capital stock under the
          transactions described above or other financing transactions.

     -    To  have  shares  of  preferred  stock  available  to  pursue business
          expansion opportunities, if any.

The  disadvantages  include:

     -    Dilution  to  the  existing  shareholders,  including  a  decrease  in
          our  net  income  per  share  in  future periods. This could cause the
          market price of our stock to decline.

     -    The  issuance  of  authorized  but  unissued  stock  could  be used to
          deter  a  potential  takeover  of the Company which might otherwise be
          beneficial  to shareholders by diluting the shares held by a potential
          suitor  or issuing shares to a shareholder who will vote in accordance
          with  the  desires of the Company's Board of Directors at that time. A
          takeover  may be beneficial to independent shareholders because, among
          other  reasons,  a  potential  suitor  may  offer  such shareholders a
          premium for their shares of stock compared to the then-existing market
          price.  The  Company  does  not  have  any plans or proposals to adopt
          provisions  or  enter  into  agreements  which  may  have  material
          anti-takeover consequences.


THE  BOARD  OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS  A  VOTE  "FOR"  AMENDING THE
CERTIFICATE  OF  INCORPORATION TO INCREASE THE AUTHORIZED PREFERRED STOCK OF THE
COMPANY  FROM  1,400,000  TO  10,000,000  SHARES.


                                 PROPOSAL NO. 3

            AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE
                             AUTHORIZED COMMON STOCK

     The  Company's  directors propose an amendment to the Company's Certificate
of  Incorporation  to  increase the number of authorized shares of common stock,
par value $.001 per share, from 2,000,000 to 100,000,000 shares of common stock,
par  value  $.001  per  share.

PURPOSE  OF  INCREASING  THE  COMPANY'S  AUTHORIZED  SHARES  OF  COMMON  STOCK

     CONVERSION  OR  EXERCISE  OF  DERIVATIVE  SECURITIES

     The  Company's  directors  believe  that it is desirable to have additional
shares  of  common  stock  available  in  order  to facilitate the conversion or
exercise of derivative securities which are convertible to common stock, such as
the  Company's  convertible  preferred  stock.

     GENERAL  CORPORATE  PURPOSE

     The  Company's  directors  believe  that it is desirable to have additional
shares  of common stock available for other possible future financings, possible
future acquisition transactions, stock dividends, stock splits and other general
corporate purposes.  The Company's directors believe that having such additional
authorized  shares  of  common stock available for issuance in the future should
give  the  Company  greater  flexibility  and may allow such shares to be issued
without the expense and delay of a special shareholders' meeting.  Although such
issuance of additional shares with respect to future financings and acquisitions
would  dilute  existing shareholders, management believes that such transactions
would  increase  the  value  of  the  Company  to  its  shareholders.

                                     -6-
<PAGE>

AMENDMENT  TO  CERTIFICATE  OF  INCORPORATION

     The  amendment  to  the Company's Certificate of Incorporation provides for
the authorization of 98,000,000 additional shares of the Company's common stock.

     The  amendment to the Company's Certificate of Incorporation shall be filed
with  the  Delaware Secretary of State so that Article Fourth of the Certificate
of  Incorporation  shall  be changed as follows.   The first sentence of Article
Fourth  shall  be  deleted  in  its entirety and substituted with the following:

"FOURTH: The  total  number  of  shares of stock that the Corporation shall have
 -------
authority  to  issue  shall be 110,000,000 shares, consisting of (i) 100,000,000
shares  of  Common  Stock,  $.001 par value per share ("Common Stock"), and (ii)
10,000,000  shares  of  Preferred  Stock,  $.01  par value per share ("Preferred
Stock")."

ADVANTAGES AND DISADVANTAGES OF INCREASING AUTHORIZED SHARES

     There are certain advantages and disadvantages of voting for an increase in
the  Company's  authorized  common  stock.  The  advantages  include:

     -    The  ability  to  raise  capital  by  issuing  capital stock under the
          transaction described above or other financing transactions.

     -    To  have  shares  of  common  stock  available  to  pursue  business
          expansion opportunities, if any.

The  disadvantages  include:

     -    Dilution  to  the  existing  shareholders,  including  a  decrease  in
          our  net  income  per  share  in  future periods. This could cause the
          market price of our stock to decline.

     -    The  issuance  of  authorized  but  unissued  stock  could  be used to
          deter  a  potential  takeover  of the Company which might otherwise be
          beneficial  to shareholders by diluting the shares held by a potential
          suitor  or issuing shares to a shareholder who will vote in accordance
          with  the  desires of the Company's Board of Directors at that time. A
          takeover  may be beneficial to independent shareholders because, among
          other  reasons,  a  potential  suitor  may  offer  such shareholders a
          premium for their shares of stock compared to the then-existing market
          price.  The  Company  does  not  have  any plans or proposals to adopt
          provisions  or  enter  into  agreements  which  may  have  material
          anti-takeover consequences.


THE  BOARD  OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS  A  VOTE  "FOR"  AMENDING THE
CERTIFICATE  OF  INCORPORATION  TO  INCREASE  THE AUTHORIZED COMMON STOCK OF THE
COMPANY  FROM  2,000,000  TO  100,000,000  SHARES.

                                 PROPOSAL NO. 4

                  AMENDMENT TO THE CERTIFICATE OF INCORPORATION
                        TO CHANGE THE NAME OF THE COMPANY

     The  Company's  directors propose an amendment to the Company's Certificate
of  Incorporation  to  change  the  name  of  the  Company  to  DeerValley Corp.


                                     -7-
<PAGE>

GENERAL

     The  Board  of  Directors  approved  a  proposal  to  amend  the  Company's
Certificate  of  Incorporation  to change the Company's Name to DeerValley Corp.
The  Board  further  decreed  that the proposal be submitted to the shareholders
with  the  recommendation  that the amendment be approved.  If Proposal No. 4 is
approved,  the  Company's  corporate  name  will  be  DeerValley  Corp.

PURPOSE  OF  CHANGING  THE  COMPANY'S  NAME

     The  Board  of Directors has proposed the amendment to change the Company's
corporate  name  because  it  believes  the new name is more synonymous with the
Company's  current  operations.

AMENDMENT  OF  CERTIFICATE  OF  INCORPORATION

     The  amendment  to  the  Certificate of Incorporation must be approved by a
majority  of  the  votes  cast  at  the  special  meeting  of  the shareholders.

     The  amendment to the Company's Certificate of Incorporation shall be filed
with the Delaware Secretary of State so that Article First of the Certificate of
Incorporation shall be changed as follows.   The first sentence of Article First
shall  be  deleted  in  its  entirety  and  substituted  with  the  following:

"FIRST: The name of the corporation (the "Corporation") is: DEERVALLEY CORP."
 ------

     THE  BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ADOPTION OF
THE  AMENDMENT  TO  THE  COMPANY'S  CERTIFICATE  OF  INCORPORATION  CHANGING THE
COMPANY'S  NAME  TO  DEERVALLEY  CORP.


                                 PROPOSAL NO. 5

 MERGER WITH FLORIDA CORPORATION SOLELY FOR THE PURPOSE OF CHANGING THE DOMICILE
                                 OF THE COMPANY

     The  Company's directors propose a merger with a Florida corporation solely
for  the  purpose  of  changing  the  domicile  of  the  Company.

GENERAL

     The  Board  of  Directors  approved  a  proposal  to  merge  with a Florida
corporation.  The  Board  further  decreed that the proposal be submitted to the
shareholders  with  the  recommendation  that  the  amendment  be  approved.  If
Proposal  No. 5 is approved, the Company shall be merged with and into a Florida
corporation in accordance with the applicable laws of the States of Delaware and
Florida.  The  name  of  the Florida corporation will be "DeerValley Corp."  The
separate  existence of the Company shall cease, the Florida corporation shall be
the  surviving entity, and the Florida corporation shall be governed by the laws
of  the  State  of  Florida.

     The  Articles  of  Incorporation  of  the  new  Florida corporation will be
substantially  similar  to the current Delaware Certificate of Incorporation and
will  include  the  amendments  proposed  to  our  Delaware  Certificate  of
Incorporation  in this Information Statement.  See Exhibit 99.4 for the Articles
of  Incorporation  the  Board of Directors proposes for the Florida corporation.
Except  for  the  name  of  the  corporation  and  the reference to "Articles of
Incorporation"  rather  than  to a "Certificate of Incorporation," the Bylaws of
the  new  Florida corporation will be identical to the Company's current Bylaws.
The Company's directors and officers elected and appointed at or pursuant to the
special  meeting  announced  by  this  Information Statement, as well as current
director,  Charles  G.  Masters,  shall  be  the  directors  and officers of the
surviving  Florida  corporation.

     Upon  the effective date of the merger, by virtue of the merger and without
any action on the part of any holder thereof, each share of the Company's Common
Stock  outstanding immediately prior thereto shall be changed and converted into
one  fully  paid  and  nonassessable  share of the common stock of the surviving
Florida  corporation,  with the same rights and privileges thereto appertaining.

                                     -8-
<PAGE>

Likewise,  each  share  of the Company's Preferred Stock outstanding immediately
prior  thereto  shall  be  changed  and  converted  into  one  fully  paid  and
nonassessable share of the preferred stock of the surviving Florida corporation,
with the same rights and privileges thereto appertaining.  The Company's options
and warrants shall also shall be changed and converted into options and warrants
of  the  surviving  Florida  corporation,  with  the  same rights and privileges
thereto  appertaining.

     On  the  effective  date  of the merger, the surviving Florida corporation,
without  further act, deed or other transfer, shall retain or succeed to, as the
case  may  be,  and  possess  and  be  vested  with  all the rights, privileges,
immunities,  powers,  franchises  and  authority,  of  a  public as well as of a
private  nature,  of  the  Company;  all property of every description and every
interest  therein, and all debts and other obligations of or belonging to or due
to  the  Company  on whatever account shall thereafter be taken and deemed to be
held  by  or  transferred  to,  as the case may be, or invested in the surviving
Florida  corporation  without  further act or deed; title to any real estate, or
any  interest  therein  vested in the Company, shall not revert or in any way be
impaired  by  reason  of  the  merger; and all of the rights of creditors of the
Company  shall  be  preserved unimpaired, and all liens upon the property of the
Company  shall  be preserved unimpaired, and all debts, liabilities, obligations
and  duties  of  the respective corporations shall thenceforth remain with or be
attached  to,  as  the case may be, the surviving Florida corporation and may be
enforced  against  the  Company  to  the  same  extent  as if all of said debts,
liabilities,  obligations  and  duties  had  been  incurred or contracted by the
Company.

PURPOSE  OF  MERGER  WITH  FLORIDA  CORPORATION

     The  Board  of  Directors has proposed the merger solely for the purpose of
changing the domicile of the  Company.  The Board of Directors deem it advisable
and  to  the  advantage  of the shareholders that the Company be merged with and
into  a  Florida  corporation  for  the  purpose of changing the jurisdiction of
incorporation of the Company from the State of Delaware to the State of Florida.

                                     -9-
<PAGE>

           INFORMATION DISCLOSED AS PART OF THIS INFORMATION STATEMENT

                                   MANAGEMENT

OFFICERS AND DIRECTORS

     As of January 20, 2006, the directors and executive officers of Cytation
Corporation, Inc., their age, positions, the dates of their initial election or
appointment as directors or executive officers, and the expiration of their
terms are as follows:

<TABLE>
<CAPTION>

NAME OF
DIRECTOR/EXECUTIVE
OFFICER
                         AGE               POSITION                          PERIOD SERVED
<S>                      <C>                 <C>                                  <C>
Charles G. Masters        66  President, Chief Executive Officer,  January 18, 2006 to Present; term
                              and Class II Director                as Class II Director expires in
                                                                   2007

Christopher Portner       39  Class I Director                     July 2001 to Present; term as
                                                                   Class I Director expires in 2006

Joel Stephen Logan, II    37  Member of the Board of Directors
                              of Deer Valley Homebuilders, Inc.,   January 2004 to Present; term as
                              President and General Manager of     Director expires in 2006
                              Deer Valley Homebuilders, Inc.

Charles L. Murphree, Jr   44  Member of the Board of Directors
                              of Deer Valley Homebuilders, Inc.,
                              Vice President and Regional Sales    April 2004 to Present; term as
                              Director of Deer Valley              Director expires in 2006
                              Homebuilders, Inc.

John Steven Lawler        37  Member of the Board of Directors of
                              Deer Valley Homebuilders, Inc.,
                              Director of Finance, Deer Valley     January 2004 to Present; term as
                              Homebuilders, Inc.                   Director expires in 2006

Hans Beyer                40  Proposed Class II Director           Nominee; term would expire in 2007

John Giordano             48  Proposed Class III Director          Nominee; term would expire in 2008

Donald Sproat             50  Proposed Class III Director          Nominee; term would expire in 2008

Dale Phillips             58  Proposed Class I Director            Nominee; term would expire in 2009
</TABLE>

                                      -10-
<PAGE>

DUTIES, RESPONSIBILITIES AND EXPERIENCE

     CHARLES  G.  MASTERS,  Chief  Executive  Officer, President and Director of
Cytation  Corporation.  Mr.  Masters  was the founder of DeerValley Acquisitions
Corporation  and  since  its  inception in July 2005, he has served as its Chief
Executive  Officer.  In  March 1998, Mr. Masters founded and has since served as
CEO  and  CFO  of  Bumgarner Enterprises, Inc., an oil and gas development and a
business  consulting firm.  Since 2001, Mr. Masters has also served as Director,
CEO  and  CFO  of  Ranger  Industries, Inc., a public company, which is the sole
shareholder of Bumgarner Enterprises.  Mr. Masters has founded and served as the
CEO and CFO of several private companies involved in the development of military
electronic  communications  and  test  equipment, pioneering the introduction of
microprocessors  into  point  of  sale  equipment, medical equipment, artificial
intelligence  devices,  and  the  development  of  laser  scanners.  Mr. Masters
received  a  B.S.E.E.  (1961)  from  Duke University, a M.S.E.E. (1964) from the
University  of  Pittsburgh  and  a M.S.M.S. (1966) from Johns Hopkins University

     CHRISTOPHER  PORTNER,  Director  of Cytation Corporation. Since March 1998,
Mr.  Portner  has  been  a  certified financial planner and a general securities
principal  with PSA Equities and a portfolio manager with PSA Capital Management
of  Lutherville,  Maryland.  From  1995 through February 1998, Mr. Portner was a
financial  consultant with Peremel & Company of Baltimore, Maryland. Mr. Portner
is  a  graduate  of  the  College of Financial Planning's professional education
program,  holds  a  Bachelor of Science degree in both business and English from
Towson  State  University.  Mr.  Portner  will resign as director at the special
meeting  announced  by  this  Information  Statement.

     JOEL  STEPHEN  LOGAN,  II, Director, President, and General Manager of Deer
Valley  Homebuilders,  Inc.  Mr.  Logan  has  extensive  experience  in  the
manufactured home industry.  Since 2004, Mr. Logan has served as General Manager
and  President  for  Deer  Valley  Homebuilders, Inc.  From 1996 until 2003, Mr.
Logan  worked  as President of Pinnacle Homes of Alabama, a manufactured housing
company.  Mr. Logan is a graduate of Mississippi State University, from which he
holds  degrees in both marketing and professional golf management.  Mr. Logan is
included  here as an executive officer because he is an executive officer of the
Company's subsidiary who performs a policy-making function as determined by Rule
3b-7.

                                      -11-
<PAGE>

     CHARLES  L.  MURPHREE,  JR.,  Director,  Vice President, and Regional Sales
Director  of Deer Valley Homebuilders, Inc.   Since April of 2004, He has worked
as  Regional Sales Director and Vice President of Deer Valley Homebuilders, Inc.
From  2003  until  2004, Mr. Murphree served as Plant Manager for Clayton Homes,
Inc.  From  2000  through  2003,  Mr.  Murphree worked as General Manager of the
Energy  and  LifeStyle  Divisions  of  Southern Energy Homes, Inc.  Mr. Murphree
graduated  from the University of Alabama with a Bachelor of Science in Business
Administration.  Mr.  Murphree  is included here as an executive officer because
he  is  an  executive  officer  of  the  Company's  subsidiary  who  performs  a
policy-making  function  as  determined  by  Rule  3b-7.

     JOHN  STEVEN  LAWLER,  Director  and  Director  of  Finance  of Deer Valley
Homebuilders, Inc.  Since April 2004, Mr. Lawler, a certified public accountant,
has  worked as Director of Finance for Deer Valley Homebuilders, Inc.  From 2001
until  2004,  he  served  as ERP and IT Project Manager for Cavalier Homes, Inc.
From  1999  until  2001,  Mr. Lawler worked as the ERP Team Leader for Financial
Accounting  for  Cavalier Homes, Inc.  Mr. Lawler holds a Bachelor of Science in
Business  Administration from the University of Alabama.  Mr. Lawler is included
here as an executive officer because he is an executive officer of the Company's
subsidiary  who  performs  a  policy-making function as determined by Rule 3b-7.

     HANS  BEYER,  Nominee  for Director.  Since February of 2005, Mr. Beyer has
served  as  a partner for Saxon Gilmore Carraway Gibbons Lash & Wilcox, P.A.  At
Saxon  Gilmore  Carraway  Gibbons  Lash  & Wilcox, P.A., he oversees and manages
complex  legal matters. Since September 2005, Mr. Beyer has served as the Senior
Vice  President  of  Mirabilis  Ventures,  Inc.  At Mirabilis Ventures, Inc., he
oversees  private  equity  investments.  In addition, Mr. Beyer is President and
Founder  for  Daedalus  Consulting,  Inc.  In  connection  with  his position at
Daedalus  Consulting,  Inc.  ,  Mr. Beyer provides consulting advice on business
matters.  From  2003  to  February  2005,  Mr.  Beyer  was a partner at Buchanan
Ingersoll,  P.C.  Prior  to 2002, Mr. Beyer was the founder and President of the
Law  Firm  of  Hans  Christian  Beyer,  P.A.  Mr.  Beyer  holds  a B.A. from the
University  of  Michigan  and a J.D. from the University of Michigan Law School.

     JOHN  GIORDANO, Nominee for Director.  For the past five years Mr. Giordano
has served as Chair of the Business, Tax and Corporate Finance Practice Group at
Bush Ross, P.A., a Tampa, Florida law firm.  He is regularly involved in complex
business-related  transactions,  has  extensive  experience  in a broad range of
areas,  including  federal and state securities law, corporate finance, mergers,
acquisitions,  and  tax  law,  and  has  acted  as general corporate counsel for
numerous  Florida-based  public and private corporations.  Mr. Giordano attended
the  University  of  Florida, where he received a B.S., a J.D., and an L.L.M. in
taxation.

     DONALD SPROAT, Nominee for Director.  Since January of 2003, Mr. Sproat has
served  as  Chief  Executive Officer, Chief Financial Officer, and as a Director
for  Telzuit  Medical  Technologies,  Inc.,  a  medical services provider.  From
September  2000  until  November  of  2003,  he  served  as Controller and Chief
Financial  Officer  for  Worker's  Temp Staffing, an employee leasing firm.  Mr.
Sproat  received his Bachelor's degree in Management and his M.B.A. from Stetson
University.

     DALE PHILLIPS, Nominee for Director.  For the past five years, Mr. Phillips
has  served  as  a  director  and  Vice  President  of  Finance  for  RE Purcell
Construction  Co., Inc., a paving and utility contractor.  He is also a director
and  Vice  President  for  Dalmari,  Inc.  Mr.  Phillips holds an A.S. (1968) in
Business  Management from Champlain College and a B.A. (1971) in Accounting from
Castleton  State  College.

SIGNIFICANT EMPLOYEES

     Other  than  the  executive  officers  named  above, no other employees are
required  to  be  disclosed  under  this  item.

FAMILY  RELATIONSHIPS

     There  are no family relationships among any of our directors and executive
officers.

                                      -12-
<PAGE>

INVOLVEMENT IN LEGAL PROCEEDINGS

     To  the best of our knowledge, there is no material proceeding to which any
director,  officer  or  affiliate  of  the  Company,  any  owner  of  record  or
beneficially  of  more than 5% of any class of voting securities of the Company,
or  security holder is a party adverse to the Company or has a material interest
adverse to the Company or any of its subsidiaries.

     To  the  best  of  our knowledge, other than as described below, during the
past  five  years,  none of our directors or executive officers were involved in
any  of  the  following:  (1)  any  bankruptcy  petition filed by or against any
property  or  business  of  which such person was a general partner or executive
officer  either  at the time of the bankruptcy or within two years prior to that
time;  (2) any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses); (3)
being  subject  to  any  order,  judgment, or decree, not subsequently reversed,
suspended  or  vacated,  of  any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in  any  type of business, securities or banking activities; and (4) being found
by  a  court  of  competent  jurisdiction  (in  a  civil action), the SEC or the
Commodities  Futures  Trading  Commission  to  have  violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or  vacated.

     Mr. Donald Sproat served as a director and officer of Telzuit Technologies,
LLC,  a  Florida  limited liability company ("Telzuit LLC").   In November 2003,
Telzuit  LLC  removed  Richard  Krampe  as  its  chief  executive officer due to
disagreements  over  compensation  issues.  In  connection with this dispute, on
December  23,  2003,  Focused  Strategies, Inc., MKCS, Inc., and Silent Services
Corporation  collectively filed a petition for involuntary bankruptcy against us
pursuant  to  Chapter  7  of  the  United States Bankruptcy Code.  All three (3)
corporations  who  joined  in  filing  the  petition  were owned, controlled, or
affiliated  with  Mark  Krampe.  The  three  (3)  corporations  claimed that the
Telzuit LLC collectively owed them the sum of approximately $408,000 for various
services  performed  and that it was not able to pay these debts in the ordinary
course  of  our  business.  These  obligations  had  been previously disputed by
Telzuit  LLC  and  contributed to the dismissal of Richard Krampe in November of
2003  as  the  Telzuit  LLC's Chief Executive Officer and member of its Board of
Directors.  After further proceedings were held before the bankruptcy judge, the
court,  on  February  12, 2004, ruled that the involuntary petition was filed by
such  corporations  in  bad  faith.  The  court, therefore, dismissed the action
against  Telzuit  LLC but retained jurisdiction to determine damages against the
parties  that  were  responsible for filing the bankruptcy petition.  On June 1,
2004,  the  court  awarded  Telzuit LLC approximately $25,000 in damages against
such  corporations  which  represented  the  attorney's  fees  and  costs  of
approximately $20,000 Telzuit LLC incurred in this litigation and also $5,000 in
punitive  damages  for  the  bad  faith  filing  of  the  petition.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the Securities Exchange Act of 1934, as amended, requires
the  Company's directors, officers and holders of more than 10% of the Company's
equity  securities  to  file with the Securities and Exchange Commission initial
reports  of  ownership  and  reports of changes in ownership.  Based solely on a
review  of  the  forms, reports, and certificates filed with the Company by such
persons,  all  Section  16(a)  filing  requirements  were  complied with by such
persons  during  the  last  fiscal  year.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Except  as  set forth below, there were no transactions during the last two
fiscal  years,  and  there are no proposed transactions, to which the Company or
its  subsidiary  was  or  is  to  become  a  party  in  which  any  director,
executive  officer,  director  nominee,  beneficial  owner  of  more  than  five
percent  (5%)  of  any  class  of  our  stock,  or  members  of  their immediate
families  had,  or  is  to  have,  a  direct  or  indirect  material  interest.

     In connection with the Securities Purchase and Share Exchange Agreement, on
January  18,  2006,  the  Company issued to Vicis Capital Master Fund, Inc. (the
"Lender")  an  Interest  Bearing Non-Convertible Installment Promissory Note, in
the  original  principal  amount of One Million Five Hundred Thousand and No/100
Dollars  ($1,500,000), together with interest accruing thereon at an annual rate
of  twelve  percent  (12%)  per  annum.  The Lender also owns Series A Preferred
Stock,  Series  A  Common  Stock  Purchase  Warrants,  and Series B Common Stock
Purchase  Warrants.

                                      -13-
<PAGE>

     In  connection  with the Capital Stock Purchase Agreement, DVA entered into
the Earnout Agreement, pursuant to which, additional payments may be paid to the
former  owners  of Deer Valley Homebuilders, Inc., as an earnout, based upon the
net  income before taxes of Deer Valley Homebuilders, Inc.   Joel Stephen Logan,
II, the President and General Manager of Deer Valley Homebuilders, Inc., Charles
L.  Murphree, Jr., the Vice President and Regional Sales Director of Deer Valley
Homebuilders,  Inc.,  and  John  Steven  Lawler, Deer Valley Homebuilders, Inc.,
Director  of  Finance,  Deer  Valley Homebuilders, Inc., are each a party to the
Earnout  Agreement.

     DVA,  a  wholly-owned  subsidiary  of the Company, has entered into an oral
agreement  with  Ranger Industries, Inc. to provide due diligence and consulting
services.  Pursuant  to such consulting agreement, the Company has accrued a fee
of  $100,000  fee  payable  to  Ranger  Industries, Inc., as payment in full for
services rendered.  Ranger Industries, Inc. is controlled by Charles G. Masters,
the  Chief  Executive  Officer  &  President  of  Cytation  Corp.


                              CORPORATE GOVERNANCE

AUDIT COMMITTEE

      With the resignations of Messrs. Richard A. Fisher, Kevin J. High, Richard
Parke,  and  John J Gilece, Jr. from the Board of Directors, we do not currently
have  an  audit  committee,  but  one  will  be  appointed  as  the current year
progresses.  The  board  member  who  is  currently  performing  the  equivalent
functions  of  an  audit  committee  is  Charles  G.  Masters,  who has not been
determined  to  be  an  "audit  committee  financial  expert."

AUDIT COMMITTEE FINANCIAL EXPERT

     We  do  not currently have an "audit committee financial expert" as defined
under  Item  401(e)  of  Regulation  S-B.  As  discussed  above,  our  Board  of
Directors plans to form an Audit Committee and is actively seeking to appoint an
individual to the Board of Directors and the Audit Committee who would be deemed
an  audit  committee  financial expert and who would be independent as that term
is  used  in  Item  7(d)(3)(iv)  of  Schedule  14A.

NOMINATING  COMMITTEE

     The  Company  does not currently have a standing Nominating Committee.  The
Company feels that it is appropriate not to have a standing Nominating Committee
due  to  the size of the Company. Currently, the Board of Directors, as a whole,
recommends  candidates  who will be nominated as management's slate of directors
at  each  annual  or  special  meeting  of the shareholders.  In connection with
selecting  candidates  for  nomination  to the Board of Directors, including any
nominees  recommended  by  security  holders, the Board of Directors (1) reviews
compliance  by  security  holders  with  the  Company's  nominating  procedures
contained  in  the  Bylaws; (2) reviews information assembled for the purpose of
selecting  candidates  for  nomination  to membership on the Board of Directors,
taking into account the skills and characteristics reflected in the then-current
Board members, and identifies any particular qualifications necessary to augment
the skills, expertise and experience represented on the Board; and (3) following
appropriate  investigation, ascertains the willingness of selected candidates to
serve  and  extends  invitations  to  become  candidates.

     In  identifying  candidates  for  membership on the Board of Directors, the
Board takes into consideration all of the factors that it considers appropriate,
which  may  include  diversity,  knowledge  of  the Company's business and other
related  industries, skills, and experience of the nominee in the context of the
needs  of  the  Board  as  a  whole.  Nominees are selected who have the highest
personal and professional integrity, as well as demonstrated abilities, and whom
the  Board believes will best serve the long-term interests of the stockholders.
The  Board  considers recommendations from stockholders, directors and officers,
in  light  of  upcoming  elections  and actual or expected Board vacancies.  All
candidates, including those recommended by shareholders, are evaluated using the
same  criteria.  The  Board of Directors has not adopted a written charter for a
Nominating  Committee.

     The  Board  has determined that none of the current members of the Board of
Directors are independent within the meaning of the listing standards of NASDAQ.

                                      -14-
<PAGE>

COMPENSATION  COMMITTEE

     The  Company  does  not have a formal Compensation Committee.  The Board of
Directors,  acting  as a Compensation Committee, meets to discuss and deliberate
on  issues  surrounding  the  terms  and  conditions  of  executive  officer
compensation,  including  base  salaries,  bonuses, awards of stock options, and
reimbursement  of  certain  business-related  costs  and  expenses.

BOARD  MEETINGS

     Directors  are  expected  to  attend  the  Company's  Annual  Shareholders'
Meeting,  and  all  or  substantially  all  Board  meetings  and  meeting of the
committees, if any, on which they serve.  Occasionally, unforeseen circumstances
may  prevent  a  director  from  attending.  All Board members attended the most
recent  annual  meeting.

     There  were two telephonic board meetings of the Board of Directors in 2005
with  all  five  directors  in attendance. The board acted nine times in 2005 by
unanimous  consent.  No  incumbent  directors  attended  fewer than seventy-five
percent  of  the  aggregate  of  the  total  number  of meetings of the board of
directors  (held  during  the period for which they have been directors) and the
total  number  of  meetings  held  by  all committees of the board on which they
served  (during  the  periods  which  they  served).

SHAREHOLDER  COMMUNICATION  WITH  THE  BOARD

     At  such  time  as  the  Company  shall  appoint  a  Corporate  Secretary,
shareholders and other parties interested in communicating with any director may
do  so  in  care  of  the  Company's  Corporate  Secretary  by  phone or written
correspondence pursuant to the contact information contained in this Information
Statement.  The  Corporate  Secretary  shall review all correspondence and shall
regularly  forward  all correspondence to the designated board member or, in the
case  of correspondence directed to the Board as a group, to the Chairman of the
Board  (except  that  the  Corporate  Secretary  will  not  forward  commercial
correspondence  or  duplicative  correspondence,  except  that  copies  will  be
maintained  of  all  such  correspondence).  A written log of all correspondence
will  be  maintained  by  the  Corporate Secretary.  All correspondence from the
shareholders relating to accounting, internal controls, or auditing matters will
be  forwarded  to appropriate parties in accordance with procedures developed by
the  Board with respect to such matters.  Until the Company appoints a Corporate
Secretary,  shareholders  parties  interested in communicating with any director
may  do so in care of Charles G. Masters, the Company's Chief Executive Officer,
President  and  Director, who shall record and forward all correspondence in the
manner  described  above.


                COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

     The  following  table  sets  forth  information  regarding the compensation
earned  by  our  Chief Executive Officer and each of our most highly compensated
executive officers whose aggregate annual salary and bonus exceeded $100,000 for
each  of  the years indicated with respect to services rendered by such persons.

                                      -15-
<PAGE>

<TABLE>
<CAPTION>

                                           SUMMARY COMPENSATION TABLE (9)

                                                          ANNUAL
                                                       COMPENSATION                             LONG-TERM COMPENSATION
                                                       ------------                             ----------------------

                                                                                          RESTRICTED
                                                                                            STOCK
                                                                                            AWARDS/   PAYOUTS
                                                                                          SECURITIES
                                                                                          UNDERLYING
                                                                             OTHER ANNUAL   OPTIONS     LTIP     ALL OTHER
NAME AND PRINCIPAL                                                 BONUS     COMPENSATION   SARS(2)   PAYOUTS   COMPENSATION
    POSITION                                      YEAR  SALARY      ($)          ($)          (#)       ($)          ($)
<S>                                                <C>   <C>        <C>          <C>             <C>       <C>       <C>
                                                  2005    -          -            -            -         -            -
                                                  2004    -          -            -            -         -            -
Charles G. Masters (1)                            2003    -          -            -            -         -            -

                                                  2005  $52,000  $ 245,161  $   143,617(7)     -         -            -
Joel Stephen Logan,                               2004  $49,000  $  62,121  $   162,120(8)     -         -            -
II(2)                                             2003    -          -            -            -         -            -

                                                  2005  $52,000  $ 124,353       86,710(7)     -         -            -
Charles L. Murphree,                              2004  $48,000  $  34,389  $    97,516(8)     -         -            -
Jr.(3)                                            2003    -          -            -            -         -            -

                                                  2005  $52,000  $ 118,291  $    67,021(7)     -         -            -
                                                  2004  $47,000  $  31,494  $    75,846(8)     -         -            -
John Steven Lawler (4)                            2003    -          -            -            -         -            -

                                                  2005  $     0      -      $           0   $      0     -            -
                                                  2004  $     0      -      $     352,982   $      0     -            -
Richard A. Fisher(5)                              2003  $     0      -      $     140,000     25,000     -            -

                                                  2005  $     0      -      $           0   $      0     -            -
                                                  2004  $     0      -      $      95,284   $      0     -            -
Kevin J. High (6)                                 2003  $     0      -      $     375,000   $      0     -            -
</TABLE>

1)   On  January  18,  2006,  Mr.  Masters  was  elected to serve as a Director,
     Chief Executive Officer and President of the Cytation Corporation.

2)   Mr.  Logan  is  President  and  General  Manager  of  Deer  Valley
     Homebuilders,  Inc.,  a  material  operating  subsidiary  of  the  Cytation
     Corporation,  acquired  on  January  18,  2006. Mr. Logan has been included
     under Rule 3b-7 of the Exchange Act, as amended, as an executive officer of
     a  subsidiary  whom  performs certain policy making functions identified in
     Rule  3b-7.  Mr.  Logan's  executive compensation above includes historical
     compensation  paid  by  Deer  Valley  Homebuilders,  Inc.  prior  to  the
     acquisition by Cytation Corporation.

                                      -16-
<PAGE>

3)   Mr.  Murphree  is  Vice  President  and  Regional  Sales  Director  of Deer
     Valley  Homebuilders,  Inc,  a  material  operating  subsidiary of Cytation
     Corporation,  acquired  on January 18, 2006. Mr. Murphree has been included
     under Rule 3b-7 of the Exchange Act, as amended, as an executive officer of
     a  subsidiary  whom  performs certain policy making functions identified in
     Rule  3b-7. Mr. Murphree's executive compensation above includes historical
     compensation  paid  by  Deer  Valley  Homebuilders,  Inc.  prior  to  the
     acquisition by Cytation Corporation.

4)   Mr.  Lawler  is  Director  of  Finance  of Deer Valley Homebuilders, Inc, a
     material  operating subsidiary of Cytation Corporation, acquired on January
     18, 2006. Mr. Lawler has been included under Rule 3b-7 of the Exchange Act,
     as  amended,  as an executive officer of a subsidiary whom performs certain
     policy  making  functions  identified  in Rule 3b-7. Mr. Lawler's executive
     compensation  above  includes  historical  compensation paid by Deer Valley
     Homebuilders, Inc. prior to the acquisition by Cytation Corporation.

5)   Mr.  Fisher  resigned  as  Chairman  and  General  Counsel, effective as of
     January  18, 2006. Mr. Fisher's compensation for 2004 includes (a) $275,000
     paid  in  2001  but not earned as compensation until 2004, (b) $30,000 book
     value of restricted shares of common stock of Cytation Corporation, and (c)
     $15,000  book value of 25,000 shares of common stock acquired upon exercise
     of  stock option. Mr. Fisher's compensation for 2003 includes $100,000 paid
     in 2001 but not earned as compensation until 2003.

6)   Mr.  High  resigned  as  President,  effective  as of January 18, 2006. Mr.
     High's  compensation for 2004 includes (a) $30,000 book value of restricted
     shares  of  common  stock of Cytation Corporation, and (b) $45,285 from the
     cancellation  of  indebtedness of an affiliate. Mr. High's compensation for
     2003  includes  $225,000  paid in 2001 but not earned as compensation until
     2003.

7)   Amount  relates  to  partial  reimbursement  for  payment  of taxes accrued
     in  2005  and  payable  by  shareholder  due  to  status  as a Subchapter S
     corporation.

8)   Amount  relates  to  partial  reimbursement  for  payment  of taxes accrued
     in  2005  and  payable  by  shareholder  due  to  status  as a Subchapter S
     corporation.

9)   None  of  the  nominees  for  director  have received any compensation from
     Cytation Corporation.

STOCK  OPTIONS  AND  STOCK  APPRECIATION  RIGHTS  GRANT  TABLE

     Neither  the  Company  nor Deer Valley Homebuilders, Inc. issued any common
share  purchase options or stock appreciation rights during the 2005 fiscal year
to  its  named  executive  officers.

STOCK  OPTIONS  AND  STOCK  APPRECIATION  RIGHTS  EXERCISE  AND  VALUATION TABLE

     With  respect  to each of our named executive officers, there have not been
any  common  share  purchase  options  or stock appreciation rights exercised in
fiscal  year  2005,  and  there  are  not  any unexercised common share purchase
options  or  stock  appreciation  rights  as  of  December  31,  2005.

EMPLOYMENT  AGREEMENTS  WITH  NAMED  EXECUTIVE  OFFICERS

     On  January  18,  2006, Deer Valley Homebuilders, Inc. entered into a seven
year  employment agreement with Joel Stephen Logan, II.   Under the terms of Mr.
Logan's  Employment  Agreement,  Mr.  Logan  is  (a) entitled to receive a fixed
annual salary of $52,000, (b) entitled to receive a monthly "hitch bonus" of $60
per  "floor"  produced  by  the  Company, and (c) is eligible to participate and
receive  4.6% of the net income before taxes of the Company, and (d) entitled to
receive  health  benefits  and  coverage,  as  provided  by  the  Company.

     On  January  18,  2006, Deer Valley Homebuilders, Inc. entered into a seven
year employment agreement with Charles L. Murphree, Jr.   Under the terms of Mr.
Murphree's Employment Agreement, Mr. Murphree is (a) entitled to receive a fixed
annual  salary  of  $52,000,  (b) entitled to receive a monthly "hitch bonus" of
$33.33  per  "floor" produced by the Company, (c) is eligible to participate and

                                      -17-
<PAGE>

receive  2.2% of the net income before taxes of the Company, and (d) entitled to
receive  health  benefits  and  coverage,  as  provided  by  the  Company.

     On  January  18,  2006, Deer Valley Homebuilders, Inc. entered into a seven
year  employment  agreement  with  John  Steven Lawler.   Under the terms of Mr.
Lawler's  Employment  Agreement,  Mr.  Lawler is (a) entitled to receive a fixed
annual salary of $52,000, (b) entitled to receive a monthly "hitch bonus" of $35
per  "floor"  produced  by  the  Company, and (c) is eligible to participate and
receive  2%  of  the net income before taxes of the Company, and (d) entitled to
receive  health  benefits  and  coverage,  as  provided  by  the  Company.

STOCK OPTION PLANS

     The Company currently does not maintain any stock option plans.

COMPENSATION  OF  DIRECTORS

     Except  for  reimbursement for his or her reasonable expenses for attending
Board  and  Board committee meetings, the Company currently does not provide for
compensation  to  be  paid  to  members  of  the  Board  of  Directors.

INDEPENDENT PUBLIC ACCOUNTANTS

     No  accountant  is being recommended to security holders.  No accountant is
expected  to  be  present at the meeting of security holders, to be available to
respond  to  appropriate questions, or to make a statement at the meeting of the
security  holders,  although the Company does not intend to oppose attendance by
its former auditors, Radin, Glass & Co. if its former auditors desire to attend,
answer  questions,  or  make  a  statement.

CHANGE  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

Effective  as  of  January  20,  2006,  Radin,  Glass & Co., LLP resigned as the
Company's  auditors.  The  reports  of  Radin, Glass & Co., LLP on the Company's
consolidated  financial  statements  for the fiscal year ended December 31, 2004
(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,  except  for  an  explanatory  paragraph relating to the
Company's  ability  to continue as a going concern. During the Audit Period, the
                                                                             ---
interim  period  through  September 30, 2005, and the interim period through the
--------------------------------------------------------------------------------
effective  date  of  resignation  (the  "Interim  Periods"),  there  were  no
----------------------------------------------------------
disagreements  with  Radin,  Glass  &  Co.,  LLP  on  any  matter  of accounting
principles  or  practices,  financial statement disclosure, or auditing scope or
procedure,  which  disagreements,  if not resolved to the satisfaction of Radin,
Glass  & Co., LLP, would have caused it to make reference thereto in its reports
on the Company's consolidated financial statements for such years.

     During  the  Audit  Period  and  Interim  Periods,  the  Company has had no
                                 ---------------------
reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K.

     The  Company  has  provided  Radin,  Glass  &  Co.,  LLP with a copy of the
foregoing  disclosures  and  has  requested, pursuant to the rules of the United
States  Securities and Exchange Commission (the "Commission"), that Radin, Glass
& Co., LLP provide the Company with a letter addressed to the Commission stating
whether Radin, Glass & Co., LLP agrees with the statements set forth herein and,
                                                                     ------
if  not,  stating  the respects in which it does not agree. A copy of the letter
from Radin, Glass & Co., LLP is attached as Exhibit 99.5 hereto.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  table  below  sets  forth  information  with respect to the beneficial
ownership of our capital stock as of January 20, 2006 for (i) any person whom we
know to be the beneficial owner of more than 5% of our outstanding common stock;
(ii)  each  of  our  directors or those nominated to be directors, and executive
officers;  and  (iii)  all  of  our directors and executive officers as a group.

                                      -18-
<PAGE>

<TABLE>
<CAPTION>
                                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT(11)

                                                                                      AMOUNT AND NATURE
                                                          NAME AND ADDRESS                   OF
TITLE OF CLASS                                           OF BENEFICIAL OWNER         BENEFICIAL OWNERSHIP   PERCENTAGE OF CLASS(1)
<S>                                                             <C>                            <C>                   <C>
                                                  Charles G. Masters, Director of
Common Stock issuable                             Cytation Corp., Chief Executive
upon conversion of Series                         Officer & President of Cytation          1,430,000
B Preferred Stock                                 Corp.(2)                              Direct Ownership           9.1%

                                                  Christopher Portner, Director of           38,332
Common Stock                                      Cytation Corporation(2)               Direct Ownership            *

                                                  Joel Stephen Logan, II, Member
                                                  of the Board of Directors of
                                                  Deer Valley Homebuilders, Inc.,
Common Stock issuable                             President and General Manager
upon conversion of Series                         of Deer Valley Homebuilders,              500,000
A Preferred Stock                                 Inc.(3)                               Direct Ownership(4)        3.2%

                                                  Charles L. Murphree, Jr.,
                                                  Member of the Board of
                                                  Directors of Deer Valley
                                                  Homebuilders, Inc., Vice
Common Stock issuable                             President and Regional Sales
upon conversion of Series                         Director of Deer Valley                   333,335
A Preferred Stock                                 Homebuilders, Inc.(3)                 Direct Ownership(5)        2.1%

                                                  John Steven Lawler, Member of
                                                  the Board of Directors of Deer
Common Stock issuable                             Valley Homebuilders, Inc.,
upon conversion of Series                         Director of Finance, Deer Valley          166,665
A Preferred Stock                                 Homebuilders, Inc.(3)                 Direct Ownership(6)        1.1%

Common Stock issuable
upon conversion of Series
B Preferred Stock                                 Deecembra Diamond(2)                      865,100(7)             5.5%

Common Stock issuable
upon conversion of Series
B Preferred Stock or
Series C Preferred Stock,
as referenced below                               Christopher Phillips(2)                  5,357,700(8)           29.6%

Common Stock issuable
upon conversion of
Series                                            Hans Beyer,                               375,833(9)
A Preferred Stock                                 Director Nominee (2)                  Direct Ownership           2.3%

                                      -19-
<PAGE>

Common Stock issuable
upon conversion of Series                         Donald Sproat, Director                   41,668(10)
A Preferred Stock                                 Nominee  (2)                          Direct Ownership            *

All Officers and Directors
as a group (5 persons)
                                                                                           2,885,833              18.1%
</TABLE>

*Less than 1%.

(1)  Applicable  percentage  of  ownership  is  based on (i) 1,000,000 shares of
     common  stock  being issued and outstanding, (ii) an aggregate of 6,936,980
     shares  of  common  stock which are issuable upon the conversion of 520,274
     shares  of  the  Company's  Series  A Convertible Preferred Stock currently
     issued  and  outstanding,  (iii) an aggregate of 4,945,100 shares of common
     stock  which  are  issuable  upon  the  conversion  of 49,451 shares of the
     Company's  Series  B  Convertible  Preferred  Stock  currently  issued  and
     outstanding,  and  (iv)  an  aggregate  of 2,675,000 shares of common stock
     which  are  issuable  upon the conversion of 26,750 shares of the Company's
     Series  C  Convertible  Preferred  Stock  currently issued and outstanding.
     Calculations  do not include outstanding warrants, options, or other rights
     issued  by the Company, unless the reporting person is the beneficial owner
     of  the warrant, option, or other right. Beneficial ownership is determined
     in  accordance  with  the  rules  of  the Commission and generally includes
     voting  of  investment  power  with respect to securities. Shares of common
     stock  subject  to  securities  exercisable  or  convertible into shares of
     common  stock  that are currently exercisable or exercisable within 60 days
     of  January  20,  2006  are  deemed  to be beneficially owned by the person
     holding  such  options  for  the  purpose  of  computing  the percentage of
     ownership  of  such  persons,  but  are  not treated as outstanding for the
     purpose  of  computing the percentage ownership of any other person. Unless
     otherwise noted, we believe that all shares are beneficially owned and that
     all  persons  named in the table have sole voting and investment power with
     respect to all shares of common stock owned by them.

(2)  Unless  otherwise  indicated,  the  mailing  address  of the shareholder is
     4902 Eisenhower Blvd., Suite 185, Tampa, FL 33634.

(3)  Unless  otherwise  indicated,  the  mailing  address  of the shareholder is
     205 Carriage St., Guinn, Alabama 35563.

(4)  Includes  (a)  200,000  common  shares  issuable  upon  exercise  of  the
     Company's  Series  A  Common Stock Purchase Warrant, and (b) 100,000 common
     shares  issuable  upon  exercise  of  the  Company's  Series B Common Stock
     Purchase Warrant.

(5)  Includes  (a)  133,334  common  shares  issuable  upon  exercise  of  the
     Company's  Series  A  Common  Stock Purchase Warrant, and (b) 66,667 common
     shares  issuable  upon  exercise  of  the  Company's  Series B Common Stock
     Purchase Warrant.

(6)  Includes  (a)  66,666  common  shares  issuable  upon  exercise  of  the
     Company's  Series  A  Common  Stock Purchase Warrant, and (b) 33,333 common
     shares  issuable  upon  exercise  of  the  Company's  Series B Common Stock
     Purchase Warrant.

(7)  Includes  (a)  675,000  common  shares  issuable  upon  conversion  of  675
     shares  of  the  Company's  Series  B  Preferred  Stock  directly  owned by
     Deecembra  Diamond,  and (b) 190,100 common shares issuable upon conversion
     of 190 shares of the Company's Series B Preferred Stock indirectly owned by
     nature of Deecembra Diamond's ownership of Apogee Financial, Inc. Deecembra
     Diamond  disclaims  beneficial  ownership  of  securities  owned  by Apogee
     Financial,  Inc.,  except  to the extent of her pecuniary interest therein,
     and  the  inclusion of these shares in this Information Statement shall not
     be  deemed  an  admission  of  beneficial  ownership of all of the reported
     shares for purposes of Section 16 or for any other purpose.

(8)  Includes  (a)  302,500  common  shares  issuable  upon  conversion  of  303
     shares  of the Company's Series B Preferred Stock owned by Famalom, LLC, an
     entity  for  which Mr. Phillips serves as the managing member (b) 2,675,000
     common  shares  issuable  upon  conversion of 2,675 shares of the Company's

                                      -20-
<PAGE>

     Series  C  Preferred  Stock  owned  by  Total CFO, LLC, an entity for which
     Mr.  Phillips serves as the managing member, (c) 2,000,000 shares of common
     stock which are issuable upon exercise of a warrant held by Total CFO, LLC,
     an  entity  for  which  Mr. Phillips serves as the managing member, and (d)
     190,100  common  shares  issuable  upon  conversion  of  190  shares of the
     Company's  Series  B  Preferred  Stock  indirectly  owned  by nature of Mr.
     Phillip's ownership of Apogee Financial, Inc. The conversion rights of each
     holder  of outstanding shares of Series C Preferred Stock is limited in the
     certificate  of designations, preferences and rights of such stock, and the
     exercise  rights  in the warrants issued to Total CFO, LLC are limited, so,
     in  each  instance,  the  holder  is  not  entitled to convert any Series C
     Preferred  Stock,  or exercise any warrants, to the extent that, after such
     conversion,  the  sum  of the number of shares of common stock beneficially
     owned  by  such  holder  and  its  affiliates,  will  result  in beneficial
     ownership  of more than 4.99% of the outstanding shares of common stock. As
     a  result,  the  inclusion  of Series C Preferred Stock in this Information
     Statement  shall  not be deemed an admission of beneficial ownership of all
     of  registered  securities  under  Section  16 or for any other purpose. In
     addition, Christopher Phillips disclaims beneficial ownership of securities
     owned  by  Famalom, LLC, Total CFO, LLC, and Apogee Financial, Inc., except
     to the extent of his pecuniary interest therein, and the inclusion of these
     shares  in  this  Information Statement shall not be deemed an admission of
     beneficial  ownership  of  all  of  the  reported  shares  or for any other
     purpose.

(9)  Includes  (a)  16,667  common  shares  issuable  upon  exercise  of  the
     Company's  Series  A Common Stock Purchase Warrant, (b) 8,334 common shares
     issuable  upon  exercise  of  the  Company's Series B Common Stock Purchase
     Warrant,  and  (c)  342,500  shares  of  common  stock  issuable  upon  the
     conversion  of  342.5  shares of Series B Convertible Preferred Stock owned
     indirectly through Daedalus Consulting, Inc. Mr. Beyer disclaims beneficial
     ownership  of  securities owned by Daedalus Consulting, Inc., except to the
     extent of his pecuniary interest therein, and the inclusion of these shares
     in  this  Information  Statement  shall  not  be  deemed  an  admission  of
     beneficial  ownership  of  all  of  the  reported  shares  or for any other
     purpose.

(10) Includes  (a)  13,333  common  shares  issuable  upon  exercise  of  the
     Company's  Series  A  Common  Stock  Purchase Warrant, and (b) 6,667 common
     shares  issuable  upon  exercise  of  the  Company's  Series B Common Stock
     Purchase Warrant.

(11) Nominees  for  director  Dale  Phillips  and  John  Giordano  own  no
     securities of Cytation Corporation.


                        CHANGE IN CONTROL AND ACQUISITION

     On  January  18, 2006, the Company entered into the Securities Purchase and
Share  Exchange  Agreement,  (the  "Securities  Purchase  and  Share  Exchange
Agreement")  by  and  among  the  Company, Richard A. Fisher, an individual, and
Kevin  J.  High,  certain  purchasers  of  the  Company's  Series  A Convertible
Preferred  Stock,  DVA,  the  shareholders of DVA, and Vicis Capital Master Fund
(the "Lender").

SUMMARY TERM SHEET

     The Summary Term Sheet (the "Term Sheet") is attached to this Information
Statement as Exhibit 99.6.

     SERIES  A  PREFERRED  STOCK  OFFERING

     On  January  18,  2006,  the  Company  closed  on  a  private  placement of
approximately  $5,202,735  of  Series  A  Preferred  Stock.  Pursuant  to  the
Securities  Purchase and Share Exchange Agreement, dated as of January 18, 2006,
the  Company (a) issued and sold to the Purchasers, and the Purchasers purchased
from  the  Company, (a) 520,274 shares of Series A Preferred Stock, (b) Series A
Common  Stock  Purchase  Warrants  entitling  the  holders  to purchase up to an
aggregate of 6,936,980 shares of Common Stock at an exercise price of one dollar
and  fifty  cents  ($1.50)  per  share,  and  (c) Series B Common Stock Purchase
Warrants  entitling  the  holders  to  purchase  up to an aggregate of 3,468,490
shares of Common Stock at an exercise price of two dollars and twenty five cents
($2.25)  per  share  (the  "Series  A Preferred Stock Offering").  See, "CAPITAL
STRUCTURE"  below  for  description of Series A Preferred Stock, Series A Common
Stock  Purchase  Warrants,  and  Series  B  Common  Stock  Purchase  Warrants.

     The issuance of the Series A Preferred Stock, Series A Warrants, and Series
B  Warrants were exempt from the registration requirements of the Securities Act
of  1933,  as  amended, pursuant to Section 4(2) of the Act for transactions not
involving  a  public  offering  and  Rule  506  promulgated by the United States
Securities and Exchange Commission under the Securities Act of 1933, as amended.
Such  securities  were  issued  to  institutional  or  accredited  investors.

                                      -21-
<PAGE>

     Midtown  Partners  &  Co.,  LLC  ("Midtown  Partners"),  an  SEC  and  NASD
registered  broker  dealer,  acted  as  the  placement  agent for the Company in
connection  with  the  Series  A  Preferred Stock Offering.  Midtown Partners is
located in Boca Raton, Florida.  In connection with the Series A Preferred Stock
Offering,  the Company paid Midtown Partners a cash commission equal to $490,274
and  issued  (a)  Series BD-1 Common Stock Purchase Warrants to Midtown Partners
entitling  Midtown  Partners  to purchase 693,980 shares of the Company's common
stock  at  an exercise price of  seventy five cents ($.75) per share, (b) Series
BD-2  Common  Stock  Purchase  Warrants  to  Midtown  Partners entitling Midtown
Partners to purchase 693,980 shares of the Company's common stock at an exercise
price  of  one  dollar  and  fifty  cents ($1.50) per share, and (c) Series BD-3
Common Stock Purchase Warrants to Midtown Partners entitling Midtown Partners to
purchase  346,840  shares  of the Company's common stock at an exercise price of
two  dollars  and twenty five cents ($2.25) per share.  See, "CAPITAL STRUCTURE"
below  for  description  of  Series  BD-1,  BD-2,  and  BD-3  Warrants.

     The  issuance  of the Series B Warrants to Midtown Partners was exempt from
the  registration  requirements  of  the  Securities  Act  of  1933, as amended,
pursuant  to  Section  4(2)  of  the Act for transactions not involving a public
offering  and  Rule 506 promulgated by the United States Securities and Exchange
Commission  under  the Securities Act of 1933, as amended.  Such securities were
issued  to  institutional  or  accredited  investors.

     SHARE  EXCHANGE

     On  January  18,  2006,  the Company completed a share exchange pursuant to
which  the  Company acquired 100% of the issued and outstanding capital stock of
Deer  Valley  Acquisitions, Corp. (the "Share Exchange").  Pursuant to the Share
Exchange  Agreement,  in  exchange for 100% of the issued and outstanding common
stock  of  Deer  Valley  Acquisitions,  Corp.,  the Company issued the following
securities  to  the  shareholders of Deer Valley Acquisitions, Corp.: (a) issued
49,451  shares  of the Company's Series B Preferred Stock, (b)  26,750 shares of
the  Company's  Series C Preferred Stock, and (c) Series C Common Stock Purchase
Warrants  to  Midtown  Partners entitling Midtown Partners to purchase 2,000,000
shares of the Company's common stock at an exercise price of  seventy five cents
($.75)  per  share.  See,  "CAPITAL STRUCTURE" below for description of Series B
Preferred  Stock,  Series  C  Preferred Stock and Series C Common Stock Purchase
Warrants.

     The  issuance of the Series B Preferred Stock, Series C Preferred Stock and
Series  C  Common  Stock  Purchase  Warrants  to the shareholders of Deer Valley
Acquisitions,  Corp.  was  exempt  from  the  registration  requirements  of the
Securities  Act  of  1933,  as  amended, pursuant to Section 4(2) of the Act for
transactions  not  involving  a  public offering and Rule 506 promulgated by the
United  States  Securities  and  Exchange Commission under the Securities Act of
1933,  as  amended.  Such securities were issued to institutional or  accredited
investors.

     ADDITIONAL  WARRANT

     In  connection  with  its  issuance  of an Interest Bearing Non-Convertible
Installment Promissory Note, having an original principal balance of One Million
Five  Hundred Thousand and No/100 Dollars ($1,500,000), the Company, pursuant to
the  Securities  Purchase  and  Share Exchange Agreement, issued to the Lender a
Series  D  Common  Stock Purchase Warrant to purchase 2,000,000 shares of Common
Stock  at  an  exercise price per share equal to Seventy Five Cents ($.75). See,
"CAPITAL  STRUCTURE" below for description of the Series D Common Stock Purchase
Warrants.

     The issuance of the Series D Common Stock Purchase Warrants was exempt from
the  registration  requirements  of  the  Securities  Act  of  1933, as amended,
pursuant  to  Section  4(2)  of  the Act for transactions not involving a public
offering  and  Rule 506 promulgated by the United States Securities and Exchange
Commission  under  the  Securities Act of 1933, as amended. Such securities were
issued to institutional or accredited investors.

      There are no existing agreements which may provide for a further change in
control of the Company.

                                      -22-
<PAGE>

DESCRIPTION OF BUSINESS

     GENERAL

     Until  June  20, 2001, the Company provided an extensive range of in-school
and  online  services  directed  at high school students and their parents, high
school  counselors,  college  admissions  officers and corporations which target
with  the teen marketplace. On June 20, 2001, the Company sold all of its assets
associated  with  these  activities to TMP Worldwide Inc. for approximately $7.2
million in cash and debt assumed.

     During  the period commencing with the fourth quarter of 2002 and ending in
December  2004,  the Company engaged in the business of providing consulting and
related  services  to  private companies that wish to become reporting companies
under  the  Securities  Exchange  Act of 1934. In the first quarter of 2005, the
Company  discontinued  all  business  operations  except  finding an appropriate
private  entity  with  which  it  could  engage  in  a reverse merger or similar
transaction.  On  January  18,  2006,  the  Company  entered into the Securities
Purchase  and  Share  Exchange  Agreement,  which  resulted  in  the  Company's
acquisition of Deer Valley.

     Deer Valley was launched in January, 2004, and has quickly become a leading
manufacturer  of  factory  built  homes  in  the  southeastern and south central
housing  markets  in  the  United  States.  As  of  the date of this Information
Statement,  we  manufacture  all  of  our  factory  built  homes  from  a single
manufacturing  facility  located  in  Guin,  Alabama.  We  rely  upon  a team of
regional sales directors and approximately 110 independent dealers to market our
manufactured  homes  in  over  80  retail  locations.  As  of  the  date of this
Information  Statement,  we  are  selling  our  manufactured  homes in 14 states
through  our  network  of  independent  dealers  and  retail  centers.

     Deer  Valley is an Alabama corporation with its business offices located at
205  Carriage  Street,  P.O.  Box 310, Guin, Alabama 33563 and is engaged in the
production,  sale  and  marketing  of manufactured homes in the southeastern and
south  central  U.S.  housing  market.

     Each  home  that we manufacture is built and constructed in accordance with
the  federal  Manufactured Home Construction and Safety Standards promulgated by
the  U.S.  Department of Housing and Urban Development, better known as the "HUD
Code."  According to the Manufactured Housing Institute, new HUD Code homes that
were  shipped  in  November,  2005,  represented an increase of 46.7 percent, as
compared  to  shipments  made in November, 2004.  Comparing 2005 to the previous
year,  shipments  of single-section homes were up 221 percent while shipments of
multi-section  homes were down 16.6 percent.  The Manufactured Housing Institute
estimates  that hurricane-related demand for single-section homes by the Federal
Emergency  Management  Agency  ("FEMA")  accounted for roughly 40 percent of all
manufactured  homes that were shipped in November.  Our production and marketing
efforts  have  concentrated  on  multi-section homes and, as of the date of this
Information  Statement,  we  have  not  delivered  any  FEMA-related  orders.

     In  recent  years, the manufactured housing industry suffered a downturn in
sales  as  a result of a tightening of credit standards, restricted availability
of retail and wholesale financing, and excessive inventory levels.  Despite this
industry  decline  that  commenced  in  calendar year 1999, we have been able to
successfully  launch  our  business  through  an  efficient  manufacturing  and
production  facility, flexible product designs, an experienced and capable sales
team,  stringent  cost  controls,  and  attention  to dealer relations, customer
satisfaction and service efforts.  Our manufactured homes are often sold as part
of  a  land-home  package  and  may  be  financed  by  a  conventional mortgage.
Multi-section homes often have an appearance that is similar to more traditional
site-built  homes  that  are  built  according  to  local building codes but are
competitively  priced  when  compared  to  a  site-built  home.

MANUFACTURING  OPERATIONS

     We  currently  produce  all  of  our  manufactured  homes  at  a  single
manufacturing  facility  consisting  of  an  approximately  118,000  square foot
facility  located  on  25.5  acres  in  Guin,  Alabama.  This  facility normally
functions  on a single-shift, five-day work week basis.   As of the date of this
Information  Statement,  we  are  producing  eight  (8)  floors  per  day  or
approximately  1,920  floors  on  an  annual  basis.  Our manufactured homes are
constructed  in  accordance  with the Federal Manufactured Home Construction and
Safety Standards ("HUD Standards").  In 2005, approximately 100% of the homes we
produced  were  built  to  HUD  Standards.

     We  plan to continue operating on a single shift, five day work week basis.
During  the fiscal year ended December 31, 2005, the Company produced an average
of  28  floor  sections  per  week.  This represented an 11.5% increase in floor

                                      -23-
<PAGE>

section  production  from  the  661 floor sections that were manufactured in the
fiscal  year  ended  December  31,  2004.

     Because  all  of  our manufactured homes are constructed in accordance with
HUD  Standards,  our  manufacturing  facility is subject to strict oversight and
monitoring  by  the  U.S.  Department  of  Housing  and Urban Development, using
independent  third-party  inspection agencies for enforcement. Each home that we
manufacture  complies  with  the  HUD  Standards and is built in our Deer Valley
facility,  under  controlled  conditions, and has a special label affixed to the
exterior  of  the  home indicating that the home has been designed, constructed,
tested  and  inspected  to  comply with stringent federal standards set forth in
these  HUD Standards. As required by the National Manufactured Home Construction
and  Safety  Standards  Act  of  1974,  each home that we manufacture may not be
shipped  from  our  factory unless it complies with HUD Standards and receives a
certification label from an independent third-party inspector. Our manufacturing
facility  must  meet  performance  standards  for  heating,  plumbing,  air
conditioning, thermal and electrical systems, structural design, fire safety and
energy efficiency. While our manufactured homes are constructed with many of the
same  components  and  building  materials that are used in site-built homes, we
utilize  a cost-efficient assembly line manufacturing process that enables us to
produce  a  quality home at a much lower cost per square foot than a traditional
site-built home.

     In  addition  to our own in-plant inspection and quality assurance program,
HUD  Standards  require  that independent inspections take place at our factory,
during  each  phase of construction by an independent monitoring contractor that
has  been  appointed  by the U.S. Department of Housing and Urban Development to
enforce  the  national  manufacturing code that has been required under U.S. law
for  manufactured  homes.

     We  manufacture  homes  that  are  designed as primary residences ready for
immediate  occupancy.  The homes, many of which are customized at our factory to
the  home  buyer's  specifications,  are constructed in one or more sections and
transported  by  independent  trucking  companies  to  dealer  locations or to a
customer's  site.

     Our  homes  are  manufactured in an indoor facility which has approximately
107,516  square  feet  of  floor  space, a frame shop with 10,800 square feet, a
material shed with 23,172 square feet of space and an office facility consisting
of  11,250  square  feet  of  space.   We employ an average of 250 employees who
generally work one shift per day, five days per week.  Construction of our homes
is  based  upon an assembly line system, commencing by moving a unit through the
plant,  stopping  at  a  number  of  work  stations where various components and
sub-assemblies  are  attached.  Each  section is permanently attached to a steel
support  chassis  and  various  components  are  later  added  including floors,
interior  and  exterior  walls,  roof, cabinets, ceilings and windows.  It takes
approximately  2  days  to  complete construction of a home at our manufacturing
facility.  We  currently  have  the  capacity  to  produce  an  aggregate  of
approximately  7  floors  per day.  Once the home has been assembled and quality
review  testing  completed,  the  home  is  ready  to be transported to a dealer
location  or  for  installation  and  hookup  to  a homebuyer's utility systems.

     A  Deer  Valley home is built with residential features, including 1/2 inch
drywall,  Thermopane(TM)  brand  windows,  enhanced  insulation,  oak  cabinets,
cultured  marble  vanities,  and two feet by six feet exterior wall construction
standards.

     The  extent of customization of the home performed by Deer Valley varies to
a  significant  degree  with the price of the home. In the higher price range of
the market, the home buyer is often less sensitive to the price increase that is
associated  with  significant  design  modifications  that might be desired. Our
experience  in producing a customized home on a cost-effective basis has allowed
us  to offer customized homes and provide factory provided trim-out services and
walk-through  inspections  of  the  home.

     Because  the  cost  of  transporting  a  manufactured  home is significant,
substantially  all  of  the Deer Valley's homes are sold to dealers within a 500
mile radius of our manufacturing facility. Deer Valley arranges, at the dealer's
expense,  for  the  transportation  of  finished homes to dealer locations using
independent  trucking  companies. Customary sales terms are cash--on-delivery or
guaranteed  payment  from  a  floor  plan  financing  source.  Dealers  or other
independent  installers  are responsible for placing the home on site and making
utility  hook-ups.

                                      -24-
<PAGE>

BACKLOG  OF  ORDERS;  SALES  POLICIES

     Substantially  all  production  is  initiated  against  specific orders. In
fiscal  year  2005, our backlog of orders generally averaged 14 weeks of orders.
Dealer  orders  are subject to cancellation prior to commencement of production,
and  we  do not consider our backlog to be firm orders. Because we operate in an
industry  where  order lead times are extremely short, Deer Valley does not view
backlog  at  any  point  in  time to be indicative of the level of Deer Valley's
future  revenues.

     Our  sales  are  made  to  dealers  either  through  floor  plan  financing
arrangements  with  a  financial  institution  or  on  a  cash  basis.  When  a
manufactured  home  is  purchased,  we  receive payment either directly from the
dealer  or  by  a  financial  institution  which  has  agreed  to finance dealer
purchases  of  our  manufactured  homes.  As  customary  in  our  industry, many
financial  institutions which finance dealer purchases require that we execute a
repurchase  agreement which provides that in the event that a dealer defaults on
its  repayment  of  the  financing  arrangement,  we  agree  to  repurchase  the
manufactured  home from the financing institution in accordance with a declining
repurchase price schedule that is mutually agreed upon.  Because we do not build
significant  inventories  of either finished goods or raw materials and initiate
production  against  a  specific  product  order,  we  do  not  have significant
inventories  and  backlog  of  product  orders.


COMPONENTS

     The  principal  raw  materials  that  are  used  in  the  production  of  a
manufactured  home  include wood, wood products, panels, steel, sheetrock, vinyl
siding,  gypsum wallboard, fiberglass insulation, carpet, appliances, electrical
items,  windows,  roofing  materials,  electrical  supplies,  roof  trusses, and
plumbing  fixtures.  We believe that the raw materials used in the production of
our  manufactured  homes  are readily available from a wide variety of suppliers
and  that  the  loss  of  any  single supplier would not have a material adverse
effect  on  our  business.  Although  we  rely  upon  Odyssey Group (sheet rock,
plumbing and other assembly items), WoodPerfect (lumber suppliers), Morris Sales
Company  (lumber  and  siding,  panels), General Electric (appliances) and Owens
Corning  (insulation)  in purchasing materials to assemble our homes, we are not
dependent  on  a  single  source  of  supplier  for  component  purchases.

TRADEMARKS,  PATENTS  AND  INTELLECTUAL  PROPERTY  RIGHTS

     We  do  not rely upon any significant patent rights, licenses or franchises
under  the trademarks or patents of any other person or entity in conducting our
business.  While  Deer  Valley  utilizes the mark "Deer Valley" and "Deer Valley
Homebuilders"  as  Company trademarks in marketing its manufactured homes, we do
not  own  any  trademarks  or  patents that have been registered with the United
States  Patent and Trademark Office.  We do offer several models and brand names
for our products to our dealers and customers but have not relied upon trademark
protection  in  marketing  these  products.

PRODUCTS

     We  currently  offer  22  different  models  of  manufactured homes, with a
variety  of  decors  that  are  marketed  under  our Deer Valley brand name.  We
currently manufacture and sell multi-section manufactured homes with 100% of the
manufactured  homes  we  produced in 2005 consisting of multi-section units.  We
offer  over  16  different floor plans, ranging in size from approximately 1,560
to  2,580  square  feet  and  offer 19 different trim-out options to customize a
customer's  home.  Many  of  our  homes  are  customized  to  the  homebuyer's
specifications.  We  believe  that  our  willingness  to  offer factory trim-out
services  and  customize  floor  plans  and  design  features to match homebuyer
preferences  is a principal factor which differentiates us from our competitors.

     Each  home  typically  includes  three  to five bedrooms, a great room that
functions  as  both  a living room, family room and dining room, kitchen, two or
three bathrooms and features central air conditioning and heating, water heater,
dishwasher, refrigerator, microwave and cook top/range and oven. We offer a wide
range  of  colors,  moldings  and  finishes  and  provide optional features that
include  fireplace, wood floors, and modern kitchen counter-tops. We continue to
modify and improve the design of our manufactured homes in consultation with our
sales  representatives  and  independent  dealer  network.  We  also  utilize
computer-aided and other design methods in an effort to continuously improve the
design  of  our  manufactured homes that permit our customers to customize their
purchase.

                                      -25-
<PAGE>

     Deer  Valley has traditionally focused on designing manufactured homes with
features that make them comparable to site-built homes.  In addition to offering
the  consumer  optional  features  such as finished sheet rock, dishwashers, oak
cabinets  and furniture packages as well as a wide range of colors, moldings and
finishes,  Deer  Valley  generally  offers extensive customization of floor plan
designs  and  exterior  elevations  to  meet  specific  customer  preferences.

     Once  a manufactured home has been completed at our manufacturing facility,
we  utilize  an  independent  trucking company to transport the home to either a
retail sales center or a customer's site.  All transportation costs are borne by
the  independent  retailer  and  the  retailer or other independent installer is
responsible  for  placing  the manufactured home on the customer's site, joining
the  interior  and  exterior  seams  and  providing  any  utility  hookups.

     The  following  table  sets  forth  the total factory homes built and sold,
square  footage,  and  retail  price  range  in  2005:

Number  of  Homes  Sold:
-----------------------

     Multi-section  Homes       1,685  floors  or  842  units
     Total  Homes               1,685  floors  or  842  units

      Type of Homes     Square Feet     Retail Price Range (excluding land)
      -------------     -----------     -----------------------------------
    Multi-floor Homes  1,560 - 2,580          $59,000 to $119,000

INDEPENDENT  DEALER  NETWORK

     As  of  the  date  of  this Information Statement, we had approximately 110
participating  independent  dealers  that  are marketing our manufactured homes.
Our  independent  dealers  are  not  required  to  sell  only  homes  that  are
manufactured  by  Deer Valley and will typically choose to offer the products of
other manufacturers in addition to those of Deer Valley.  We do not have written
exclusive  agreements  with  our independent dealers and do not have any control
over  the  operations  of,  or  financial  interest  in,  any of our independent
dealers.  Deer  Valley  is not dependent on any single dealer, and in 2005, Deer
Valley's  largest  dealer location accounted for approximately 10% of our sales.

     We  believe  that  our  independent  dealer network enables us to avoid the
substantial  investment  in  management,  capital  and  overhead associated with
company-owned  sales  centers.  Although  we  do  not rely upon exclusive dealer
arrangements, we typically rely upon a single dealer within a given geographical
market  to  distribute  our  products.  We  believe  our strategy of selling our
manufactured  homes  through  independent  dealers  helps  us to ensure that our
manufactured  homes  are  competitive  with those of other companies in terms of
quality,  consumer  acceptability,  product  design  and  price.

MARKETS  SERVED

     During  the  fiscal  year  ended  December  31,  2005, we estimate that the
percentage  of  our  revenues  by  region  was  as  follows:

         Regions     Primary States     Percentage of Revenue by Region
     ------------------------------------------------------------------
        Southeast    Alabama,  Florida,               85%
                     Georgia, Kentucky,
                     Mississippi,
                     North Carolina,
                     South Carolina
                     and Tennessee
     ------------------------------------------------------------------
      South Central  Louisiana, Oklahoma,
                     Texas, Illinois
                     and Arkansas                     15%
     ------------------------------------------------------------------

     Our  manufacturing  facility currently serves approximately 110 dealers and
our  sales  staff maintains and monitors our relationships with each independent
retailer  in  an  effort to maintain excellent relationships with our network of
independent  dealers.

                                      -26-
<PAGE>

OUR  SALES  FORCE

     At  December  31,  2005,  Deer  Valley  sold  manufactured  homes  through
approximately 110 independent dealers at approximately 80 retail locations in 14
states,  principally  in  the  southeastern  and  south-central  United  States.

     Deer  Valley  markets  its  homes  through  product  promotions tailored to
specific  dealer  needs.  In addition, Deer Valley advertises in local media and
participates  in  regional  manufactured  housing  shows.

CONTINUING  OPERATIONS

     MANUFACTURED  AND  HOMES  -  INDUSTRY  OVERVIEW

     Our  manufactured  homes, built entirely in the factory, are transported to
the  site  and  installed in accordance with national HUD Standards specified by
the  U.S.  Department of Housing and Urban Development (HUD) through its Federal
Manufactured  Home  Construction  and  Safety  Standards.

     Manufactured  homes  are  constructed  in  a factory environment, utilizing
assembly  line  techniques,  which  allows for volume purchases of materials and
components  and  more  efficient use of labor. The quality of manufactured homes
has  increased  significantly,  as  producers  generally  build  with  the  same
materials  as  site-built  homes. Many features associated with site-built homes
are  included  in  manufactured  homes,  such  as  central  heating,  name-brand
appliances,  carpeting,  cabinets,  walk-in  closets,  vaulted  ceilings,  wall
coverings and porches. Also, optional features include central air conditioning,
carports,  garages,  and  furniture  packages.

     As  acceptance  of  manufactured  housing has increased among higher-income
buyers and financing for single-section homes has become more scarce, demand has
shifted  toward larger, multi-section homes, which accounted for 74% of industry
shipments  in  calendar  2004,  up  from  47% in calendar 1991 according to data
published  by  the  Manufactured  Housing  Institute  (MHI).

     With  respect  to  the  retail  financing of manufactured housing, interest
rates  are  generally  higher and the terms of loans shorter than for site-built
homes.  In  recent  years,  some  lenders stopped extending loans to finance the
purchase of manufactured homes.  This has had the effect of making financing for
manufactured  homes even more expensive and more difficult to obtain relative to
financing  for  site-built  homes.

     Due  to  the  difficult  financing  environment  for  chattel  financing
nationwide,  the  industry  has  been trending toward more conventional mortgage
financing  for  the  land  and  home.  Chattel  financing  is  personal property
financing  secured  only by the home and not by the underlying land on which the
home is sited. In contrast, "land and home" financing is real property financing
secured  by  the  home  and  by the underlying land on which the home is placed.

     WARRANTY,  QUALITY  CONTROL  AND  SERVICE

     Deer  Valley  endeavors  to  adhere  to  strict  quality  standards  and
continuously  refines its production procedures. In addition, in accordance with
the  construction  codes  promulgated  by  HUD,  an  independent  HUD-approved,
third-party  inspector  inspects  each  manufactured  home for compliance during
construction at our manufacturing facilities.

     Deer  Valley  provides initial home buyers with a one-year limited warranty
against manufacturing defects in the home's construction. In addition, there are
often direct warranties that are provided by the manufacturers of components and
appliances.

     Deer  Valley  has  experienced  quality  assurance personnel at each of its
manufacturing  facilities to provide on-site service to dealers and home buyers.
Deer Valley continuously works to enhance its quality assurance systems, placing
high  emphasis  on  improving  the  value  and appeal of Deer Valley's homes and
reducing  consumer  warranty  claims.

                                      -27-
<PAGE>

     INDEPENDENT  DEALER  FINANCING

     Substantially  all  of  Deer  Valley's  independent  dealers  finance their
purchases  through "floor plan" arrangements under which a financial institution
provides the dealer with a loan for the purchase price of the home and maintains
a  security  interest in the home as collateral. In connection with a floor plan
arrangement,  the  financial  institution  which provides the independent dealer
financing  customarily  requires Deer Valley to enter into a separate repurchase
agreement  with the financial institution, under which Deer Valley is obligated,
upon  default by the independent dealer, to repurchase the home at Deer Valley's
original  invoice  price  less  cost  of all damaged/missing items, plus certain
administrative and shipping expenses.  The repurchase agreement relates to homes
that  are  located on an authorized dealer's lot and in new, saleable condition.
As  a  result,  the potential repurchase liability may be offset by the value of
the  repurchased  house.

     At  October  1,  2005,  Deer Valley's contingent repurchase liability under
floor  plan financing arrangements through independent dealers was approximately
$8,043,773.  While  homes  that  have  been  repurchased  by  Deer  Valley under
floor-plan  financing  arrangements  are  usually  sold  to  other  dealers,  no
assurance  can  be  given that Deer Valley will be able to sell to other dealers
homes that it may be obligated to repurchase in the future under such floor-plan
financing  arrangements  or  that  Deer  Valley will not suffer more losses with
respect  to, and as a consequence of, those arrangements than we have accrued in
our  financial  statements.

     COMPETITION

     The  manufactured  housing  industry  is  highly  competitive  at  both the
manufacturing  and  retail levels, with competition based upon numerous factors,
including  total  price to the dealer, customization to homeowners' preferences,
product  features,  quality, warranty repair service and the terms of dealer and
retail  customer  financing. Deer Valley has many competitors, ranging from very
large,  experienced,  and  well-financed  companies  to  small  and  specialized
manufacturers. There are numerous firms producing manufactured and modular homes
in the southeastern and south central United States, many of which are in direct
competition  with  us. In addition, certain of Deer Valley's competitors provide
retail  customers  with  financing  from  captive  finance  subsidiaries.

     Manufactured  homes  also  compete  with  other forms of housing, including
site-built and prefabricated homes. Historically, manufactured housing has had a
price  advantage  over  these  other  forms  of  housing.  That  advantage  has
deteriorated, however, as the credit market in the manufactured housing industry
has,  at  both  the  retail  and  wholesale  levels, continued to tighten, while
interest rates for site-built houses in recent years have been at historic lows,
thus  increasing  the  competitive  pressures  on  manufactured  housing.

     The  capital  requirements  for  entry  as  a  producer in the manufactured
housing  industry  are  relatively small. However, Deer Valley believes that the
qualifications  for  obtaining  inventory  financing,  which  are based upon the
financial  strength  of  the manufacturer and each of its dealers, have recently
become  more  difficult  to  meet due to the departure of financial institutions
from  the  market  and  efforts of our competitors to add dealers to their sales
network.

     Deer  Valley  believes  that  its  willingness to customize floor plans and
design features to match customer preferences, provide factory provided trim-out
and  installation  services,  and  efficient  customer  service is the principal
factor  which differentiates it from most of its competitors in the manufactured
housing  industry.

     COMPETITIVE  NICHE

     We  believe  that  we  have certain competitive advantages in our market as
described  below:

     WE  CONCENTRATE  OUR EFFORTS ON MANUFACTURING AND MARKETING TOP QUALITY HUD
CODE  HOMES.

     By  focusing  our  manufacturing efforts exclusively on HUD Code homes on a
cost-effective basis and relying upon our strong network of regional independent
dealers  within  our  geographical  market,  we  have  been able to minimize our
administrative  and  marketing  expenses  while  providing  our customers with a
competitively  priced  product  that maximizes value for the purchase price paid
for  the  home.

                                      -28-
<PAGE>

     WE  FOCUS UPON PRODUCING A SUPERIOR QUALITY HOME, WITH ATTENTION TO DETAIL,
QUALITY  MATERIALS,  AND  SERVICE  TO  OUR  CUSTOMERS.

     By  focusing our manufacturing efforts on the fastest growing sector of the
manufactured housing industry, and by paying attention to manufacturing details,
procuring  quality  components and raw materials, and providing factory-provided
trim-out options and service capabilities to our customers, we have focused upon
servicing our customers that purchase a manufactured home from us.  By providing
factory  trim-out services and walk-through services to a customer, we have been
able  to  respond  quickly  to  customer  inquiries  to  ensure  that our retail
customers  are  satisfied  with  the  quality  of  our  home  products.

     WE  PRODUCE  A  QUALITY  MANUFACTURED  HOME  PRODUCT  THAT IS COMPETITIVELY
PRICED.

     By focusing our efforts on controlling costs and maintaining a high quality
manufacturing  facility, we have been able to provide a home product that offers
a high quality product at an attractive value.  Our multi-section homes sold for
an  average retail price that ranges from $59,000 to $119,000 in 2005, excluding
land  costs.

     WE HAVE AN EXPERIENCED MANAGEMENT TEAM THAT HAS EXTENSIVE EXPERIENCE IN THE
MANUFACTURED  HOUSING  BUSINESS  .

     Our  management  team  is  made  up  of  seasoned  industry veterans in key
leadership  positions  whose  interests  are  closely  aligned with those of our
shareholders.  Some  of  our  senior  management  team  members  will  receive
substantial  additional payments that result from the acquisition of Deer Valley
by  the  Company,  depending  upon  the future success and profitability of Deer
Valley.

     WE  HAVE  A  STRONG  NETWORK  OF  INDEPENDENT  DEALERS.

     We  have  a  strong network of independent dealers that operate in a highly
fragmented  industry  that consists of approximately 8,000 dealers in the United
States.  We  do  not own any company retail stores and do not have any financial
or  insurance-related  services  that  we  provide to our customers that can add
significant  administrative  expense  to  Deer  Valley.  We  maintain  close
relationships  with  each  of  our independent dealers and carefully monitor our
service responsibilities to the customers that purchase a manufactured home from
us.  We also provide significant volume discounts to our dealers in an effort to
maintain  a  strong  network  of  independent  dealers.

     REGULATION

     Deer  Valley's manufactured homes are subject to a number of federal, state
and local laws. Construction of manufactured housing is governed by the National
Manufactured Housing Construction and Safety Standards Act of 1974 ("1974 Act").
In  1976,  HUD  issued regulations under the 1974 Act establishing comprehensive
national  construction  standards.  The  HUD  regulations  cover  all aspects of
manufactured  home  construction,  including  structural integrity, fire safety,
wind  loads,  thermal  protection,  plumbing,  and  electrical. Such regulations
preempt  conflicting  state  and  local regulations. Deer Valley's manufacturing
facilities  and the plans and specifications of its manufactured homes have been
approved  by  a  HUD-designated  inspection agency. An independent, HUD-approved
third-party  inspector  checks  each  of  Deer  Valley's  manufactured homes for
compliance  during  at  least  one  phase  of construction. In 1994, HUD amended
manufactured  home  construction  safety  standards  to  improve  the wind force
resistance  of  manufactured  homes sold for occupancy in coastal areas prone to
hurricanes.  Failure to comply with the HUD regulations could expose Deer Valley
to  a  wide  variety  of sanctions, including closing Deer Valley's plants. Deer
Valley  believes  its  manufactured  homes  meet  or  surpass  all  present  HUD
requirements.

     Manufactured,  modular  and  site-built  homes  are  all  built  with
particleboard,  paneling  and  other  products that contain formaldehyde resins.
Since  February  1985,  HUD  has  regulated  the  allowable  concentration  of
formaldehyde  in  certain  products  used  in  manufactured  homes  and requires
manufacturers  to warn purchasers concerning formaldehyde associated risks. Deer
Valley  currently  uses  materials  in  its  manufactured  homes  that  meet HUD
standards  for  formaldehyde  emissions  and  that  otherwise  comply  with  HUD
regulations  in  this  regard.  In  addition, certain components of manufactured
homes  are  subject  to  regulation  by  the  Consumer Product Safety Commission
("CPSC") which is empowered to ban the use of component materials believed to be

                                      -29-
<PAGE>

hazardous  to  health  and  to  require  the  manufacturer  to repair defects in
components of its homes. The CPSC, the Environmental Protection Agency and other
governmental  agencies  are  evaluating the effects of formaldehyde. In February
1983,  the  Federal Trade Commission adopted regulations requiring disclosure of
manufactured home's insulation specifications.

     Deer  Valley's  manufactured  and  modular  homes are also subject to local
zoning  and  housing  regulations.  A  number of states require manufactured and
modular  home  producers  to  post  bonds to ensure the satisfaction of consumer
warranty  claims.  A  number  of  states  have  adopted procedures governing the
installation  of manufactured and modular homes. Utility connections are subject
to  state and local regulation, and must be complied with by the dealer or other
person  installing  the  home.

     REGULATORY  APPROVAL

     Other  than the regulations described above, no federal or state regulatory
approvals  are  required  for  our  principal  products  and  services.

LEGAL PROCEEDINGS

     Although  DeerValley  in the normal course of business is subject to claims
and  litigation,  neither the Company nor DeerValley are a party to any material
legal  proceeding  nor  is  the  Company  aware  of  any  circumstance  that may
reasonably  lead  a third party to initiate legal proceeding against the Company
or  DeerValley.

                                CAPITAL STRUCTURE

     Our  authorized  capital  consists of 2,000,000 shares of common stock, par
value $.001 per share (these shares are referred to herein as "common shares" or
"common  stock"),  and  1,400,000  shares of preferred stock, par value $.01 per
share  (these  shares  are referred to herein as "preferred shares or "preferred
stock"),  having such rights, preferences, privileges and restrictions as may be
designated  from  time-to-time  by our board of directors.  On January 18, 2006,
our  board of directors designated (a) 750,000 of the preferred shares as Series
A  Convertible Preferred Stock (these shares are referred to herein as "Series A
Preferred  Stock"),  with  the  rights, preferences, privileges and restrictions
described  below,  (b)  49,451  of  the preferred shares as Series B Convertible
Preferred  Stock  (these  shares  are  referred to herein as "Series B Preferred
Stock"),  with  the  rights,  preferences, privileges and restrictions described
below,  and (c) 26,750 of the preferred shares as Series C Convertible Preferred
Stock  (these shares are referred to herein as "Series C Preferred Stock"), with
the  rights,  preferences,  privileges  and restrictions described below.  As of
January  20,  2006, there were issued and outstanding 1,000,000 shares of Common
Stock,  520,274  shares  of  Series A Preferred Stock, 49,451 shares of Series B
Preferred  Stock,  and 26,750 shares of Series C Preferred Stock.  Our shares of
Common  Stock  were  held by approximately 210 stockholders of record as of that
date.

COMMON SHARES

     Our  common  shareholders are entitled to one vote per share on all matters
to be voted upon by those shareholders and are not entitled to cumulative voting
for  the  election of directors. Subject to the rights of our Series A Preferred
Stock to receive preferential dividends, our common shareholders are entitled to
receive  ratably,  with  the  holders  of  Series B Preferred Stock and Series C
Preferred  Stock, in dividends as they may be declared by our board of directors
out  of  funds legally available for that purpose.  Subject to (a) the rights of
our  Series  A  Preferred  Stock to receive a preferential payment, in an amount
equal  to stated value plus accrued dividends, upon liquidation, dissolution, or
winding  up  of  the  Company, (b) the rights of our Series B Preferred Stock to
receive  a  preferential  payment,  in  an  aggregate  amount  of $100,000, upon
liquidation,  dissolution,  or  winding up of the Company, and (c) the rights of
our  Series C Preferred Stock to receive a preferential payment, in an aggregate
amount of $100,000, upon liquidation, dissolution, or winding up of the Company,
our  common  shareholders will be entitled to share ratably, with the holders of
Series  B Preferred Stock and Series C Preferred Stock on an as-converted basis,
in all of the assets which are legally available for distribution, after payment
of all debts and other liabilities.  Our common shareholders have no preemptive,
subscription,  redemption or conversion rights. All of our currently outstanding
common  shares  are  validly  issued,  fully  paid  and  non-assessable.

                                      -30-
<PAGE>

PREFERRED SHARES

     We  may  issue our preferred shares from time to time in one or more series
as  determined by our board of directors. The voting powers and preferences, the
relative  rights  of  each  series,  and  the  qualifications,  limitations  and
restrictions  thereof  may  be established by our board of directors without any
further  vote  or  action  by  our  shareholders.

     SERIES A PREFERRED STOCK

     Our Series A Preferred Stock has the following rights, preferences,
privileges and restrictions:

-    RANK-Our  Series  A  Preferred  Stock  ranks  senior  to  our Common Stock,
     Series  B  Preferred  Stock,  Series  C  Preferred  Stock,  and  any  other
     securities we may issue.

-    STATED VALUE - $10.00 per shares of Series A Preferred Stock.

-    CONVERSION-Each  share  of  Series  A  Preferred Stock, at its stated value
     of  $10  per  share,  together  with  any  accrued and unpaid dividends, is
     convertible  at  the  option of the holder at any time after the Conversion
     Date  (as defined below) into Common Stock at a price of Seventy Five Cents
     ($.75)  per  share of Common Stock. "Conversion Date" shall mean either (1)
     the  date  on  which  the  United States Securities and Exchange Commission
     declares  effective  the  Company's  registration statement registering the
     Series A Preferred Stock for resale, or (2) the date that the holder of the
     Series A Convertible Preferred Stock has satisfied the minimum one (1) year
     holding  requirements  set  forth  in Rule 144(d) promulgated by the United
     States  Securities  and  Exchange  Commission  under the Securities Act, as
     amended.

-    LIMITATION  ON  CONVERSION  -  The  conversion  rights  of  each  holder of
     Series  A  Preferred  Stock  is limited in the certificate of designations,
     preferences and rights of such stock, so that the holder is not entitled to
     convert  any  Series  A  Preferred  Stock  to  the  extent that, after such
     conversion,  the  sum  of the number of shares of common stock beneficially
     owned  by  such  holder  and  its  affiliates,  will  result  in beneficial
     ownership of more than 4.99% of the outstanding shares of common stock.

-    DIVIDENDS-A  holder  of  Series  A  Preferred Stock are entitled to receive
     a  dividend  at  a  rate  per  annum  equal  to seven percent (7%), payable
     semi-annually,  at  the  option  of the company, (i) in cash, to the extent
     funds  are  legally  available  therefor,  or  (ii) in shares of registered
     Common Stock at a ten percent (10%) discount to the "Market Price" (as such
     term  is  defined in the designations for the Series A Preferred Stock. The
     Series  A  Preferred  Stock  ceases  to accrue the seven percent (7%) fixed
     dividend  on  the earliest of (a) the payment of the liquidation preference
     on each share of Series A Preferred Stock upon the liquidation, dissolution
     or  winding-up  of  the  Corporation,  (b)  the  conversion of the Series A
     Preferred  Stock  in  common  stock, or [C] the date two (2) years from the
     date  of  issuance of the share of Series A Preferred Stock. After the date
     two  (2)  years  from the date of issuance of a share of Series A Preferred
     Stock,  the  holders of such Series A Preferred Stock participates ratably,
     on  an  as-converted  basis,  with  our  common  stock as to the payment of
     dividends.

-    LIQUIDATION  RIGHTS-In  the  event  of  any  liquidation,  dissolution  or
     winding  up of the Company, either voluntary or involuntary, our series 'A'
     preferred shareholders are entitled to receive an amount per share equal to
     the  greater  of  $10  for  each  outstanding share plus accrued and unpaid
     dividends,  as  adjusted  for stock dividends, stock distributions, splits,
     combinations or recapitalizations, or the amount such shareholders would be
     entitled  to  receive  had they converted their series 'A' preferred shares
     into  common  shares.  These  rights  are  prior  and  in preference to any
     distribution  of  any  of our assets to our common shareholders, holders of
     Series  B  Preferred Stock, holders of Series C Preferred Stock, or holders
     of any other series or class of preferred shares.

-    VOTING  RIGHTS-The  holders  of  Series  A  Preferred  stock have the right
     to  vote  on  an  as-converted  basis,  with our common shareholders on all
     matters  submitted  to  a vote of our shareholders. In addition, we cannot,

                                      -31-
<PAGE>

     without  the  prior  approval  of the holders of at least two-thirds of our
     then issued and Series A Preferred Stock voting as a separate class:

     o    liquidate,  dissolve,  or  wind-up  the  business  and  affairs of the
          company, or consent to any of the foregoing;

     o    effectuate  any  merger,  reorganization,  or  recapitalization of the
          company, or enter into any agreement to do any of the foregoing;

     o    purchase  or  redeem  or  pay  or  declare  any  dividend  or make any
          distribution on, any shares of stock other than the Series A Preferred
          Stock  so  long as an accrued dividend on the Series A Preferred Stock
          is  unpaid,  or  permit any subsidiary of the Company to take any such
          action,  except  for  certain  securities  repurchased  from  former
          employees, officers, directors, consultants;

     o    increase  the  authorized  number  of  shares  of  Preferred  Stock or
          Series A Preferred Stock;

     o    alter  or  change  the  voting  or other powers, preferences, or other
          rights,  privileges,  or  restrictions of the Series A Preferred Stock
          contained herein (by merger, consolidation, or otherwise); and

     o    issue  any  securities  senior  to  the  Series  A  Preferred  Stock,
          except  certain  Qualified Financings (as defined below), or incur any
          new debt, except certain Permitted Debt (as defined below). "Qualified
          Financing"  means  an  equity  offering  that  (a) the gross aggregate
          proceeds  raised  and  liquidation  preferences  is  no  more  than
          $3,000,000;  (b)  the dividend rate does not exceed ten percent (10%);
          and  (c)  the  holders of the new securities do not have voting rights
          more  favorable  than  voting rights granted to the Series A Preferred
          Stock. "Permitted Debt" means (w) trade payables, inventory financing,
          and  the  accounts  receivable factoring, all incurred in the ordinary
          course  of  business; (x) surety bonds and letters of credit issued or
          obtained  in  the ordinary course of business; (y) refinancings of the
          Company's  existing  debt  facilities  (including  a  $1,500,000  loan
          incurred  on  January  18,  2006);  and  (z)  up  to $3,000,000 of new
          indebtedness.

-    LIMITATION  ON  VOTING-  The  voting  rights  of  each  holder  of Series A
     Preferred  Stock is limited in the certificate of designations, preferences
     and  rights  of  such stock, so that the holder is not entitled to vote any
     Series  A  Preferred  Stock  to the extent that such voting will allow such
     holder  to vote more than 4.99% of the outstanding voting securities of the
     Company.

     SERIES B PREFERRED STOCK

     Our Series B Preferred Stock has the following rights, preferences,
privileges and restrictions:

-    RANK-  Our  Series  B  Preferred  Stock  ranks  junior  to  our  Series  A
     Preferred  Stock,  ranks pari passu with our Series C Preferred Stock as to
     an  initial  aggregate  liquidation  preference of $100,000, and ranks pari
     passu,  on  an  as  converted basis, with our common stock, as to all other
     matters,  including  voting  rights, payment of dividends, and liquidation,
     after payment of the initial liquidation preference of $100,000.

-    CONVERSION-Each  share  of  Series  B  Preferred  Stock  automatically
     converts  into  one  hundred  (100)  shares  of  Common  Stock  upon  the
     shareholders  approval  of  an  increase in the authorized shares of common
     stock of the Company.

-    DIVIDENDS-Holders  of  Series  B  Preferred  Stock  participate ratably, on
     an  as-converted  basis,  with  our  Common  Stock  as  to  the  payment of
     dividends.

-    LIQUIDATION  RIGHTS-In  the  event  of  any  liquidation,  dissolution  or
     winding-up  of  the Company, either voluntary or involuntary, after payment
     of  any  liquidation preference to the holders of Series A Preferred Stock,
     the  holders of Series B Preferred Stock are entitled to receive an initial
     aggregate  liquidation  preference  of  $100,000,  and  then the holders of
     Series  B  Preferred  Stock  are  entitled  to  participate  ratably, on an
     as-converted basis, with our common stock as to any distribution of assets.

                                      -32-
<PAGE>

-    VOTING  RIGHTS-The  holders  of  Series  B  Preferred  stock have the right
     to  vote  on  an  as-converted  basis,  with our common shareholders on all
     matters submitted to a vote of our shareholders.


     SERIES C PREFERRED STOCK

     Our Series C Preferred Stock has the following rights, preferences,
privileges and restrictions:

-    RANK-  Our  Series  C  Preferred  Stock  ranks  junior  to  our  Series  A
     Preferred  Stock,  ranks pari passu with our Series B Preferred Stock as to
     an  initial  aggregate  liquidation  preference of $100,000, and ranks pari
     passu,  on  an  as  converted basis, with our common stock, as to all other
     matters,  including  voting  rights, payment of dividends, and liquidation,
     after payment of the initial liquidation preference of $100,000.

-    CONVERSION-Each  share  of  Series  C  Preferred  Stock  converts  into one
     hundred (100) shares of Common Stock, at the option of the holder.

-    LIMITATION  ON  CONVERSION  -  The  conversion  rights  of  each  holder of
     Series  C  Preferred  Stock  is limited in the certificate of designations,
     preferences and rights of such stock, so that the holder is not entitled to
     convert  any  Series  C  Preferred  Stock  to  the  extent that, after such
     conversion,  the  sum  of the number of shares of common stock beneficially
     owned  by  such  holder  and  its  affiliates,  will  result  in beneficial
     ownership of more than 4.99% of the outstanding shares of common stock.

-    DIVIDENDS-Holders  of  Series  C  Preferred  Stock  participate ratably, on
     an  as-converted  basis,  with  our  Common  Stock  as  to  the  payment of
     dividends.

-    LIQUIDATION  RIGHTS-In  the  event  of  any  liquidation,  dissolution  or
     winding-up  of  the Company, either voluntary or involuntary, after payment
     of  any  liquidation preference to the holders of Series A Preferred Stock,
     the  holders of Series C Preferred Stock are entitled to receive an initial
     aggregate  liquidation  preference  of  $100,000,  and  then the holders of
     Series  C  Preferred  Stock  are  entitled  to  participate  ratably, on an
     as-converted basis, with our common stock as to any distribution of assets.

-    VOTING  RIGHTS-The  holders  of  Series  C  Preferred  stock have the right
     to  vote  on  an  as-converted  basis,  with our common shareholders on all
     matters submitted to a vote of our shareholders.

-    LIMITATION  ON  VOTING-  The  voting  rights  of  each  holder  of Series C
     Preferred  Stock is limited in the certificate of designations, preferences
     and  rights  of  such stock, so that the holder is not entitled to vote any
     Series  C  Preferred  Stock  to the extent that such voting will allow such
     holder  to vote more than 4.99% of the outstanding voting securities of the
     Company.

OPTIONS AND WARRANTS CONVERTIBLE INTO COMMON SHARES

     As  of  January  20,  2006,  there  were  outstanding Series A Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
6,936,980  shares  of  Common Stock at an exercise price of one dollar and fifty
cents ($1.50) per share. A Series A warrant is exercisable, in whole or in part,
at  any time after the earlier of (a) the date a registration statement covering
such  Series  A warrants and underlying warrant shares is declared effective, or
(b)  twelve  (12) months from the date of grant and before the close of business
on the date five (5) years from the initial exercise date.

     As  of  January  20,  2006,  there  were  outstanding Series B Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
3,468,490  shares of Common Stock at an exercise price of two dollars and twenty
five  cents ($2.25) per share. A Series B warrant is exercisable, in whole or in
part,  at  any  time  after the earlier of (a) the date a registration statement
covering  such  Series  B  warrants  and  underlying  warrant shares is declared

                                      -33-
<PAGE>

effective, or (b) twelve (12) months from the date of grant and before the close
of business on the date seven (7) years from the initial exercise date.

     As  of  January  20,  2006,  there  were  outstanding Series C Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
2,000,000  shares  of  Common  Stock  at an exercise price of seventy five cents
($.75)  per  share. The Series C warrant is exercisable, in whole or in part, at
any  time  after  the  earlier of (a) the date a registration statement covering
such  Series  C warrants and underlying warrant shares is declared effective, or
(b)  twelve  (12) months from the date of grant and before the close of business
on the date five (5) years from the initial exercise date.

     As  of  January  20,  2006,  there  were  outstanding Series D Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
2,000,000  shares  of  Common  Stock  at an exercise price of seventy five cents
($.75)  per  share. The Series D warrant is exercisable, in whole or in part, at
any  time  after  the  earlier of (a) the date a registration statement covering
such  Series  D warrants and underlying warrant shares is declared effective, or
(b)  twelve  (12) months from the date of grant and before the close of business
on the date seven (7) years from the initial exercise date.

     As  of  January  20,  2006, there were outstanding Series BD-1 Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
693,980 shares of Common Stock at an exercise price of seventy five cents ($.75)
per  share.  A  Series  BD-1 warrant is exercisable, in whole or in part, at any
time  after  the  earlier of (a) the date a registration statement covering such
Series BD-1 warrants and underlying warrant shares is declared effective, or (b)
twelve  (12)  months  from the date of grant and before the close of business on
the date five (5) years from the initial exercise date.

     As  of  January  20,  2006, there were outstanding Series BD-2 Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
693,980  shares  of  Common  Stock  at an exercise price of one dollar and fifty
cents  ($1.50)  per  share. A Series BD-2 warrant is exercisable, in whole or in
part,  at  any  time  after the earlier of (a) the date a registration statement
covering  such  Series  BD-2  warrants and underlying warrant shares is declared
effective, or (b) twelve (12) months from the date of grant and before the close
of business on the date five (5) years from the initial exercise date.

     As  of  January  20,  2006, there were outstanding Series BD-3 Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
346,840  shares  of  Common Stock at an exercise price of two dollars and twenty
five  cents ($2.25) per share. A Series BD-3 warrant is exercisable, in whole or
in  part, at any time after the earlier of (a) the date a registration statement
covering  such  Series  BD-3  warrants and underlying warrant shares is declared
effective, or (b) twelve (12) months from the date of grant and before the close
of business on the date seven (7) years from the initial exercise date.

MARKET  PRICE  OF  AND  DIVIDENDS  ON  THE  REGISTRANT'S COMMON EQUITY AND OTHER
SHAREHOLDER  MATTERS

     Our  common stock trades on the OTC Bulletin Board under the trading symbol
"CYON."  The  prices  set  forth  below  reflect  the quarterly high and low bid
information  for  shares  of  our common stock during the last two fiscal years.
These  prices  reflect  inter-dealer  prices without retail markup, markdown, or
commission,  and  may  not  represent  actual  transactions.

                                      -34-
<PAGE>

<TABLE>
<CAPTION>

2005 QUARTER ENDED                   HIGH    LOW
-----------------------------------  -----  -----
<S>                                  <C>    <C>
September 30, 2005                   $1.50  $ .50

June 30, 2005                        $1.75  $ .35

March 31, 2005                       $1.00  $ .25

2004 QUARTER ENDED

December 31, 2004                    $3.00  $1.79

September 30, 2004                   $5.00  $2.30

June 30, 2004                        $5.00  $2.30

March 31, 2004                       $ .60  $ .60

FISCAL YEAR ENDED DECEMBER 31, 2003

December 31, 2003                    $5.00  $ .60

September 30, 2003                   $ .20  $ .20

June 30, 2003                        $6.00  $ .27

March 31, 2003                       $ .27  $ .27
</TABLE>

     Our  common  stock  is covered by an SEC rule that imposes additional sales
practice  requirements  on  broker-dealers  who  sell such securities to persons
other  than  established customers and accredited investors, which are generally
institutions  with assets in excess of $5,000,000, or individuals with net worth
in  excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse.  For transactions covered by the rule, the broker-dealer must
make a special suitability determination for the purchaser and transaction prior
to the sale.  Consequently, the rule may affect the ability of broker-dealers to
sell  our securities, and also may affect the ability of purchasers of our stock
to  sell  their  shares  in  the  secondary  market.  It  may  also  cause fewer
broker-dealers  to  be  willing to make a market in our common stock, and it may
affect  the  level  of  news  coverage  we  receive.

     We have not declared or paid any cash dividends on our common stock since
our inception, and our Board of Directors currently intends to retain all
earnings for use in the business for the foreseeable future.  Any future payment
of dividends will depend upon our results of operations, financial condition,
cash requirements, and other factors deemed relevant by our Board of Directors.

                                      -35-
<PAGE>

                              FINANCIAL INFORMATION


FINANCIAL STATEMENTS

     Please see Exhibit 99.3 to this Schedule 14C.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

     CAUTIONARY  NOTICE  REGARDING  FORWARD  LOOKING  STATEMENTS

     We  desire to take advantage of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995.  This Information Statement contains a
number of forward-looking statements that reflect management's current views and
expectations  with respect to our business, strategies, products, future results
and  events  and financial performance.  All statements made in this Information
Statement  other  than  statements of historical fact, including statements that
address operating performance, events or developments that management expects or
anticipates  will  or  may  occur in the future, including statements related to
distributor  channels,  volume  growth,  revenues,  profitability, new products,
adequacy  of funds from operations, statements expressing general optimism about
future  operating  results  and  non-historical information, are forward looking
statements.  In  particular,  the  words  "believe,"  "expect,"  "intend,"
"anticipate,"  "estimate,"  "may," "will," variations of such words, and similar
expressions identify forward-looking statements, but are not the exclusive means
of  identifying  such  statements  and  their  absence  does  not  mean that the
statement  is not forward-looking.  These forward-looking statements are subject
to certain risks and uncertainties, including those discussed below.  Our actual
results,  performance  or  achievements  could differ materially from historical
results  as  well  as  those  expressed  in,  anticipated  or  implied  by these
forward-looking  statements.  We do not undertake any obligation to revise these
forward-looking  statements  to  reflect  any  future  events  or circumstances.

     Readers  should  not  place  undue  reliance  on  these  forward-looking
statements, which are based on management's current expectations and projections
about  future  events,  are not guarantees of future performance, are subject to
risks, uncertainties and assumptions (including those described below) and apply
only  as  of  the  date  of  this  Information  Statement.  Our  actual results,
performance  or  achievements could differ materially from the results expressed
in,  or  implied by, these forward-looking statements.  Factors that could cause
or  contribute to such differences include, but are not limited to, the risks to
be  discussed in our next Annual Report on form 10-KSB and in the press releases
and  other  communications  to shareholders issued by us from time to time which
attempt  to  advise  interested parties of the risks and factors that may affect
our  business.  We  undertake  no  obligation  to  publicly update or revise any
forward-looking  statements,  whether  as  a  result  of new information, future
events  or  otherwise.

                                      -36-
<PAGE>

OVERVIEW

     After  the  acquisition  of  Deer  Valley was completed by DVA, Deer Valley
constitutes  all of our operations.  Deer Valley is a wholly-owned subsidiary of
DVA,  which  is  a  wholly-owned  subsidiary  of  the  Company.  Because  of the
Company's  acquisition  of the Deer Valley business, management does not believe
that  it  is  informative or useful to compare the results of operations for the
year  ended  December  31,  2004,  on  an unaudited pro forma condensed combined
consolidated basis, giving effect to the acquisition of Deer Valley, as compared
to fiscal year 2003.  This discussion and analysis should be read in conjunction
with  the  financial  statements  and  notes, and pro forma financial statements
included  with  this  Information  Statement  as  Exhibits 99.1, 99.2, and 99.3.

     Deer  Valley was formed in January, 2004, and its offices and manufacturing
plant  are  located  in  Guin,  Alabama.  Deer  Valley  manufactures and designs
manufactured  homes which are sold to a network of independent dealers which are
located  primarily  in  the southeastern and south central regions of the United
States.  Deer Valley operates its manufacturing facility and business offices in
Guin,  Alabama.  Also,  on  January  25  2006,  the Company approved Deer Valley
Homebuilders, Inc., an indirect wholly-owned subsidiary of the Company, entering
into  a  Sales Contract with Steve J. Logan to purchase real property located at
7668 Highway 278 in Sulligent, Alabama (the "Sulligent Property").  The purchase
price  for  the  Sulligent  Property  is  $725,000  and the closing is currently
scheduled to occur on or before April 30, 2006.  The Sales Contact is subject to
certain  contingencies,  including a standard title contingency.  The opening of
the  plant  on  the  Sulligent Property should be on or about February 20, 2006.

RESULTS  OF  OPERATIONS

     The  following  discussion  of  our  financial  condition  and  results  of
operations should be read in conjunction with our financial statements, included
herewith.  This  discussion  should  not  be construed to imply that the results
discussed  herein  will  necessarily  continue  into  the  future,  or  that any
conclusion  reached  herein  will  necessarily be indicative of actual operating
results  in  the  future.  Such  discussion  represents  only  the  best present
assessment  of  our  management.  Historical financial information presented for
the  year  ended December 31, 2004 and the nine months ended October 1, 2005 and
September 25, 2004, respectively, is that of the Company on a condensed combined
consolidated  basis  with  Deer  Valley  Homebuilders,  Inc., which reflects the
Company's  acquisition  of  Deer  Valley Homebuilders, Inc. on January 18, 2006,
pursuant  to the terms of that Securities Purchase and Share Exchange Agreement.

HISTORICAL  RESULTS  -  FISCAL  YEAR ENDED DECEMBER 31, 2004; COMPARISON OF NINE
MONTHS  ENDED  OCTOBER  1,  2005  AND  SEPTEMBER  25,  2004  (UNAUDITED).

REVENUES.  Overall  net  revenues  for  the  year  ended  December 31, 2004 were
$15,394,215.  In addition, overall net revenues for the nine month period ending
October  1, 2005 were $24,023,661, as compared to net revenues of $8,820,069 for
the nine month period ending September 25, 2004.  The increase of $15,203,592 is
due  to  increased sales and production of homes which increased from 661 floors
in  2004  to  1,381  in  2005.

GENERAL  AND  ADMINISTRATIVE  EXPENSES.  General  and  administrative  expenses
consisted  of  payroll  and  related  expenses  for  executive,  accounting  and
administrative  personnel,  professional  fees  and  other  general  corporate
expenses.  General  and  administrative expenses for the year ended December 31,
2004  were  $1,559,333.  In  addition,  general  and administrative expenses for
the  nine  month  period  ending October 1, 2005 were $2,108,285, as compared to
general  and  administrative  expenses  of approximately $1,023,204 for the nine
month  period ending September 25, 2004.  These general and administrative costs
have  increased  due  to  increased  sales  and  operating  expenses.

                                      -37-
<PAGE>

NET  INCOME  (LOSS).  The  net  income  for the year ended December 31, 2004 was
$1,010,506.  The net income for the nine month period ending October 1, 2005 was
$2,123,844, as compared to the net income of approximately $420,767 for the nine
month  period  ending  September  25,  2004.  The increase in net income for the
nine month period ending October 1, 2005 is primarily due to increased sales and
profitability  of  Deer  Valley's  operations.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company  believes  cash  flow  from  operations,  the  available  bank
borrowings  and cash and cash equivalents will be sufficient to meet its working
capital  requirements  for the next 12 months.  Should  our  costs  and expenses
prove  to  be  greater  than  we  currently  anticipate, or should we change our
current  business  plan  in  a  manner  that  will  increase  or  accelerate our
anticipated costs and expenses, such as through the acquisition of new products,
the  depletion  of  our working capital would  be  accelerated.  To  the  extent
that  it  becomes  necessary  to  raise  additional  cash  in  the future as our
current  cash  and  working  capital resources are  depleted,  we  will  seek to
raise  it  through  the public or private sale of debt or equity securities, the
procurement  of  advances on contracts or licenses, funding  from  joint-venture
or  strategic  partners, debt financing or short-term loans,  or  a  combination
of  the  foregoing.  We  also  may  seek  to  satisfy indebtedness  without  any
cash  outlay  through  the  private  issuance  of  debt  or  equity  securities.

     The Company is contingently liable under the terms of repurchase agreements
with  financial  institutions providing inventory financing for retailers of the
Company's  products.  These  arrangements,  which are customary in the industry,
provide for the repurchase of products sold to retailers in the event of default
by  the  retailer.  The  risk  of  loss  under  these  agreements is spread over
numerous  retailers.  The  price  the  Company  is  obligated  to  pay generally
declines  over  the  period of the agreement (typically 18 to 24 months) and the
risk  of  loss  is  further reduced by the sale value of repurchased homes.  The
maximum  amount  for  which  the  Company  is  contingently  liable  under  such
agreements  approximated  $8,043,7,73  at  October  1, 2005.  The Company has no
reserve  for  repurchase commitments based on prior experience and an evaluation
of  dealers'  financial  conditions.  The  Company  to  date has not experienced
significant  losses  under  these  agreements and management does not expect any
future  losses  to  have  a  material  effect  on  the  accompanying  financial
statements.

FINANCING

     The  Company  has a fixed rate revolving line of credit with State Bank and
Trust  of  Guin,  Alabama.  Under  this  line of credit entered into on March 3,
2004,  the  Company  can  make  loan draws for business purposes up to a maximum
amount of $500,528 in the aggregate.  Amounts drawn on the line of credit accrue
interest  at  the fixed interest rate of 5.5%.  The line of credit matures March
25, 2005 and is secured by inventory and accounts receivable of the Company.  As
of  October  1,  2005,  no  amounts were drawn and outstanding under the line of
credit  arrangement.

     In  addition  to  the  revolving  line of credit described in the preceding
paragraph,  the  Company,  during  its normal course of business, is required to
issue  irrevocable  standby  letters of credit in the favor of independent third
party  beneficiaries.  As  of  October  1, 2005, the following letters of credit
were  issued  and  in  force:

     Letter  of  Credit  No.  98  issued  through  State  Bank  &  Trust  in the
     amount  of  $400,000  to the favor of beneficiary Bombardier Capital, Inc.,
     issued  January  27,  2005  and expiring January 27, 2006, pending renewal.
     Personally guaranteed by the three largest shareholders of the Company.

     Letter  of  Credit  No.  93  issued  through  State  Bank  &  Trust  in the
     amount  of  $100,000 to the favor of beneficiary 21st Mortgage Corporation,
     issued May 3, 2005 and expiring May 3, 2006, pending renewal.

     Letter  of  Credit  No.  97  issued  through  State  Bank  &  Trust  in the
     amount  of  $150,000  to the favor of Textron Financial Corporation, issued
     September 21, 2005 and expiring September 21, 2006, pending renewal.

                                      -38-
<PAGE>

As  of  October  1,  2005,  no  amounts  had been drawn on the above irrevocable
letters  of  credit  by  the  beneficiaries.

     The Company is also obligated under that certain Promissory Note payable to
State  Bank  & Trust of Guin, Alabama (the "B&T Note").  The B&T Note is payable
in  monthly  installments  of  $10,000  (which  includes  interest at 5.00%) and
matures  on  November  11,  2008.  The  B&T Note is secured by all assets of the
Company.

CRITICAL  ACCOUNTING  POLICIES

     Our  discussion  and  analysis  of  our  financial condition and results of
operations  are based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America.  The preparation of these consolidated financial statements requires us
to  make  estimates  and  judgments  that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosures of contingent assets
and  liabilities.  For a description of those estimates, see Note 1, Significant
Accounting  Policies,  contained  in  the  explanatory  notes  to  our unaudited
financial  statements for the nine month period ended October 1, 2005, contained
in  this  Information  Statement.  On  an  on-going  basis,  we  evaluate  our
estimates,  including  those  related  to  reserves,  deferred  tax  assets  and
valuation  allowance,  impairment  of long-lived assets, fair  value  of  equity
instruments  issued  to  consultants  for  services  and estimates  of  costs to
complete  contracts.  We  base  our  estimates on historical experience  and  on
various  other  assumptions  that  we  believe  to  be  reasonable  under  the
circumstances,  the  results  of  which  form  the  basis  for  making judgments
about  the  carrying  value  of  assets  and  liabilities  that  are not readily
apparent  from  other  sources.  Actual  results  may  differ  from  these
estimates  under  different  assumptions or conditions; however, we believe that
our  estimates,  including  those for the above-described items, are reasonable.

CRITICAL  ACCOUNTING  ESTIMATES

     WARRANTIES

     We  provide  our  retail  buyers  with a one-year limited warranty covering
defects  in  material or workmanship, including plumbing and electrical systems.
We  record  a  liability  for  estimated future warranty costs relating to homes
sold,  based  upon  our assessment of historical experience and industry trends.
In  making  this  estimate, we evaluate historical sales amounts, warranty costs
related  to  homes  sold  and timing in which any work orders are completed.  We
have  a  reserve  for  estimated  warranties  of $690,000 at September 30, 2005.
Although  we  maintain  reserves for such claims, there can be no assurance that
warranty  expense levels will remain at current levels or that the reserves that
we  have  set  aside  will  continue to be adequate.  A large number of warranty
claims  that  exceed  our  current warranty expense levels could have a material
adverse  affect  upon  our  results  of  operations.

     VOLUME  INCENTIVES  PAYABLE

     We  have  relied  upon volume incentive payments to our independent dealers
who retail our products.  These volume incentive payments are accounted for as a
reduction  to  gross  sales,  and  are  estimated  and accrued when sales of our
manufactured  homes  are  made  to  our  independent  dealers.  Volume incentive
reserves  are  recorded  based  upon the annualized purchases of our independent
dealers  who purchase a qualifying amount of home products from us.  We accrue a
liability  to  our  dealers, based upon estimates derived from historical payout
rates.  Volume  incentive  costs  represent a significant expense to us, and any
significant  changes  in  actual  payouts  could  have  an adverse affect on our
financial  performance.

     RESERVE  FOR  REPURCHASE  COMMITMENTS

     Most  of  our independent dealers finance their purchases under a wholesale
floor  plan  financing  arrangement under which a financial institution provides
the  dealer  with  a  loan  for  the  purchase price of the home and maintains a
security  interest  in  the home as collateral.  When entering into a floor plan
arrangement,  the  financial institution routinely requires that we enter into a
separate  repurchase  agreement  with  the lender, under which we are obligated,
upon  default  by the independent dealer, to repurchase the manufactured home at
our  original  invoice  price  less  the  cost  of  administrative  and shipping
expenses.  Our  potential  loss  under  a repurchase obligation depends upon the
estimated net resale value of the home, as compared to the repurchase price that
we  are  obligated  to  pay.  This  amount generally declines on a predetermined
schedule  over  a  period  that  usually  does  not  exceed  24  months.

                                      -39-
<PAGE>

     The risk of loss that we face under these repurchase agreements is lessened
by  several  factors,  including  the  following:

     (i)  the  sales  of  our  products  are spread over a number of independent
          dealers;
     (ii) we  have  had  only  isolated  instances  where  we  have  incurred  a
          repurchase obligation;
    (iii) the  price  that  we  are  obligated  to  pay  under  such repurchase
          agreements  declines  based  upon a predetermined amount over a period
          that usually does not exceed 24 months; and
     (iv) we have been able to resell homes repurchased from lenders.

The maximum amount for which we are contingently liable under such agreements is
approximately  $8,043,773 as of October 1, 2005.  We have no reserve established
for  these repurchase commitments based upon our prior experience and evaluation
of  our  independent dealers' financial conditions.  Because Deer Valley to date
has  not  experienced  any significant losses under these agreements, management
does  not expect any future losses to have a material effect on our accompanying
financial  statements.

REVENUE  RECOGNITION

     Revenue for our products that are sold to independent dealers are generally
recorded  when  all of the following conditions have been met:  (i) an order for
the  home  has  been received from the dealer; (ii) an agreement with respect to
payment terms has been received; and (iii) the home has been shipped and risk of
loss  has  passed  to  the  dealer.

RECENT  ACCOUNTING  PRONOUNCEMENTS

     In  December  2004,  the FASB issued SFAS No.153, "Exchanges of Nonmonetary
Assets,  an  amendment  of  APB  Opinion  No.  29,  Accounting  for  Nonmonetary
Transactions."  The  amendments made by Statement 153 are based on the principle
that  exchanges of nonmonetary assets should be measured based on the fair value
of the assets exchanged.  Further, the amendments eliminate the narrow exception
for  nonmonetary  exchanges  of  similar productive assets and replace it with a
broader  exception  for  exchanges  of  nonmonetary  assets  that  do  not  have
commercial  substance.  Previously,  Opinion 29 required that the accounting for
an  exchange  of  a  productive  asset  for  a  similar  productive  asset or an
equivalent  interest  in the same or similar productive asset should be based on
the recorded amount of the asset relinquished.  Opinion 29 provided an exception
to  its  basic  measurement  principle  (fair  value)  for  exchanges of similar
productive  assets.  The  FASB  believes  that  exception  required  that  some
nonmonetary  exchanges,  although  commercially  substantive,  be  recorded on a
carryover  basis.  By  focusing  the exception on exchanges that lack commercial
substance,  the  FASB  believes this statement produces financial reporting that
more  faithfully  represents  the  economics  of  the transactions.  SFAS 153 is
effective  for nonmonetary asset exchanges occurring in fiscal periods beginning
after  June  15,  2005.  Earlier  application is permitted for nonmonetary asset
exchanges occurring in fiscal periods beginning after the date of issuance.  The
provisions  of  SFAS  153  shall  be  applied  prospectively.  The  Company  has
evaluated  the  impact  of  the  adoption  of SFAS 153, and does not believe the
impact  will  be  significant  to the company's overall results of operations or
financial  position.

     In  December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based
Payment".  SFAS  123(R)  will  provide  investors  and  other users of financial
statements  with  more  complete  and neutral financial information by requiring
that  the  compensation  cost  relating  to  share-based payment transactions be
recognized in financial statements. That cost will be measured based on the fair
value  of  the equity or liability instruments issued. SFAS 123(R) covers a wide
range  of  share-based  compensation  arrangements  including  share  options,
restricted share plans, performance-based awards, share appreciation rights, and
employee  share  purchase  plans.  SFAS  123(R) replaces FASB Statement No. 123,
"Accounting  for  Stock-Based  Compensation", and supersedes APB Opinion No. 25,
"Accounting  for  Stock  Issued to Employees". SFAS 123, as originally issued in
1995,  established  as  preferable  a  fair-value-based method of accounting for
share-based  payment  transactions  with  employees.  However,  that  statement
permitted entities the option of continuing to apply the guidance in Opinion 25,
as long as the footnotes to financial statements disclosed what net income would
have  been had the preferable fair-value-based method been used. Public entities

                                      -40-
<PAGE>

(other  than  those  filing as small business issuers) will be required to apply
SFAS 123(R) as of the first interim or annual reporting period that begins after
June  15,  2005.  For  public  entities that file as small business issuers SFAS
123(R)  is  applicable  as  of  the  beginning  of  the  first interim or annual
reporting  period  that  begins  after December 15, 2005.  The Company evaluated
the  impact of the adoption of SFAS 123(R), and believes that the impact will be
insignificant  to  the  company's  overall  results  of operations and financial
position.

     In  December  2004 the Financial Accounting Standards Board issued two FASB
Staff Positions-FSP FAS 109-1, Application of FASB Statement 109 "Accounting for
Income  Taxes"  to the Tax Deduction on Qualified Production Activities Provided
by  the  American  Jobs  Creation  Act of 2004, and FSP FAS 109-2 Accounting and
Disclosure  Guidance  for the Foreign Earnings Repatriation Provision within the
American  Jobs Creation Act of 2004. Neither of these affected the Company as it
does  not  participate  in  the  related  activities.

PROPERTY

     The  Company's  executive  and  operating  offices  are  located  at  4902
Eisenhower  Blvd.,  Suite  185,  Tampa,  FL  33634.  The telephone number at the
Company's  executive  offices  is  (813)  885-5998.  Deer Valley's manufacturing
plant  and  offices are located at 205 Carriage Street, Guin, Alabama 35563, and
its  telephone  number is (205) 468-8400.  Deer Valley's manufacturing plant and
company  offices  consists  of a manufacturing plant with 107,511 square feet, a
frame  shop  with  10,800  square  feet, material shed of 23,172 square feet and
offices  with  11,250  square feet of space.  Deer Valley owns the buildings and
25.5  acres  underlying  these facilities.  We believe that the general physical
condition  of  our  manufacturing  facility and executive offices is adequate to
satisfy  our current production needs.  If we continue to increase our sales, we
believe  that  we will need to obtain a small satellite production facility that
is  near  to  our  facility  in Guin, Alabama, in 2006.  On January 25 2006, the
Company  approved  Deer  Valley  Homebuilders,  Inc.,  an  indirect wholly-owned
subsidiary of the Company, entering into a Sales Contract with Steve J. Logan to
purchase  real  property  located  at  7668  Highway  278 in Sulligent, Alabama.

     Deer  Valley  maintains a website at www.deervalleyhb.com.  The information
contained  on Deer Valley's website is not a part of this Information Statement,
nor  is  it  incorporated  by  reference  into  this  Information  Statement.

     Deer  Valley  does  not  invest  in  real  estate or real estate mortgages.

OFF-BALANCE  SHEET  ARRANGEMENTS

     In connection with the Securities Purchase and Share Exchange Agreement, on
January  18,  2006,  the  Company  issued  to  the  Lender  an  Interest Bearing
Non-Convertible  Installment  Promissory  Note  ("the  Note"),  in  the original
principal  amount  of  One  Million  Five  Hundred  Thousand  and No/100 Dollars
($1,500,000),  together  with  interest  accruing  thereon  at an annual rate of
twelve  percent (12%) per annum.  The business purpose of executing the Note was
to  fund  the  acquisition  of  Deer  Valley  Homebuilders,  Inc.  The Company's
obligations  under  the  Note  may  negatively  affect  the Company's liquidity,
capital  resources,  market  risk,  and  credit  risk.

     In  connection  with  the  Capital  Stock  Purchase  Agreement, the Company
entered  into  the Earnout Agreement, pursuant to which, additional payments may
be  paid  to the former owners of Deer Valley Homebuilders, Inc., as an earnout,
based  upon the Net Income Before Taxes of Deer Valley Homebuilders, Inc. during
the  next five (5) years up to a maximum of $6,000,000.  The business purpose of
executing  the  Earnout  Agreement  was to set the purchase price of Deer Valley
Homebuilders,  Inc.  by  an objective standard, given that the owners of DVH and
the  Company  could  not  agree  on  an  outright purchase price.  The Company's
obligations  under  the  Earnout  Agreement could negatively affect earnings per
share,  liquidity,  capital  resources,  market  risk,  and  credit  risk.

                                      -41-
<PAGE>

PROPOSALS BY SECURITY HOLDERS

     No security holders have submitted to the Registrant any proposals or
notice to present the same for action at the meeting.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

     (a)     Except  as  set forth in this Schedule 14C, no officer, director or
director  nominee  of  the  Company  has  any  substantial  interest,  direct or
indirect,  in the matters to be acted upon, other than his role as an officer or
director  of  the  Company.

     (b)  No director of the Company has informed the Company that he intends to
oppose any action taken by the Company set forth in this Information Statement.


COMPANY  CONTACT  INFORMATION

     Only  one  Information  Statement  is  being delivered to multiple security
holders sharing an address unless the Company has received contrary instructions
from  one  or  more of the security holders. The Company shall deliver promptly,
upon  written or oral request, a separate copy of the Information Statement to a
security  holder  at a shared address to which a single copy of the document was
delivered.  A  security  holder  can notify the Company that the security holder
wishes  to  receive  a  separate  copy of the Information Statement by sending a
written  request  to  the Company at 4902 Eisenhower Blvd., Suite 185, Tampa, FL
33634;  or by calling the Company at (813) 885-5998 and requesting a copy of the
Information  Statement.  A  security  holder  may  utilize  the same address and
telephone number to request either separate copies or a single copy for a single
address  for  all  future  information  statements  and  annual  reports.

All  inquires  regarding  our  Company  should  be  addressed  to  our Company's
principal  executive  office:

                              CYTATION CORPORATION
                        4902 Eisenhower Blvd., Suite 185
                                 Tampa, FL 33634
                                 (813) 885-5998
      Attention: Charles G. Masters, President and Chief Executive Officer


EXHIBITS

99.1     Pro Forma Financial Statements

99.2     Selected Financial Data

99.3     Unaudited Financial Statements as of September 30, 2005.  Incorporated
herein by reference to the quarterly report for the period ended September 30,
2005, filed on Form 10-QSB/A, filed with the United States Securities and
Exchange Commission on January 5, 2006.

99.4     Proposed Articles of Incorporation of Florida Corporation

99.5     Auditor's Letter

99.6     Summary of Terms


                       BY ORDER OF THE BOARD OF DIRECTORS

/s/ Charles G. Masters
-----------------------------------------------
Charles G. Masters
President, Chief Executive Officer and Director
Tampa, Florida
February 13, 2006
         --
                                      -42-
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex99-1.txt
<DESCRIPTION>PRO FORMA FINANCIAL STATEMENTS
<TEXT>
EXHIBIT 99.1

CYTATION CORP

<TABLE>
<CAPTION>
                                                     Cytation Corporation
                                                         Balance Sheet
                                                   As of September 30, 2005

                                                          DeerValley           Cytation       Pro Forma           Pro Forma
                                                        Homebuilders, Inc.       Corp.       Adjustments         Consolidated
                                                           (Unaudited)        (Unaudited)    (Unaudited)         (Unaudited)
<S>                                                            <C>                <C>           <C>                 <C>
CURRENT ASSETS:
  Cash                                                    $  2,142,891    $        6,000     $         -        $  2,148,891
  Certificate of Deposit                                       150,000                 -               -             150,000
  Accounts Receivable                                        2,359,341                 -               -           2,359,341
  Other Receivable                                               4,005                                                 4,005
  Inventories                                                1,235,497                                             1,235,497
  Prepaid expenses and other current assets                     52,904                 -               -              52,904

       Total Current Assets                                  5,944,638             6,000               -           5,950,638

PROPERTY AND EQUIPMENT, Net                                  1,606,629                 -               -           1,606,629

OTHER ASSETS:
  Security deposit                                                   -             1,800               -               1,800
  Goodwill                                                           -                 -       3,554,808 (4)       3,554,808
       Total Other Assets                                            -             1,800       3,554,808           3,556,608

       TOTAL ASSETS                                       $  7,551,267    $        7,800     $ 3,554,808        $ 11,113,875
                                                         ==============   ==============  ==============        ============

 LIABILITIES AND STOCKHOLDERS'EQUITY(DEFICIT)

CURRENT LIABILITIES:
  Current Maturities of Long-Term Debt                    $     14,690    $            -     $         -        $     14,690
  Accounts payable                                           1,654,605            53,916         325,480 (3)       2,034,001
  Accounts Payable under Dealer Incentive Programs             297,846                                 -             297,846
  Estimated Warranties                                         690,000                                 -             690,000
  Compensation and Related Accruals                            481,553                                 -             481,553
  Accrued Stockholder Distributions                            375,000                                 -             375,000
  Income Tax Payable                                                                             707,252 (6)
  Other Accrued Expenses                                       170,963           129,382               -             300,345

       Total Current Liabilities                             3,684,657           183,298       1,032,732           4,900,687

LONG TERM LIABILITIES:
  Long-Term Debt, Net of Current Maturities                  1,421,418                 -       1,500,000 (1)       2,921,418

STOCKHOLDERS' EQUITY(DEFICIT):
  Series A Preferred stock, $0.01 par value, 750,000
shares authorized, 532,750 shares issued and outstanding                                           5,328 (2)           5,328
  Series B Preferred stock, $0.01 par value, 49,451
shares authorized, 49,451 shares issued and outstanding                                              495                 495
  Series C Preferred stock, $0.01 par value, 26,750
shares authorized, 26,750 shares issued and outstanding                                              268                 268
  Common stock, $0.001 par value, 2,000,000
shares authorized, 952,622 shares issued and outstanding         1,000               953          (1,000)                953
  Additional paid-in capital                                 1,099,000        32,649,133       3,069,430 (2),(3)  36,817,563
  Treasury Stock at Cost                                       (66,000)                           66,000                   -
  Retained Earnings and Accumulated deficit                  1,411,192       (32,825,584)     (2,118,444)(5)     (33,532,836)

       TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                  2,445,192          (175,498)      1,022,076           3,291,770

       TOTAL LIABILITIES AND STOCKHOLDERS'
         EQUITY (DEFICIT)                                 $  7,551,267     $       7,800     $ 3,554,808        $ 11,113,875
                                                          ==============   ==============   ==============      ============
<FN>
(1) Debt issued in connection with Acquisition
(2) Series A Preferred Stock issued in connection with Acquisition Reduced by DVHB APIC and Transaction Costs
(3) Transaction costs outstanding in connection with Acquisition
(4) Goodwill booked in connection with Acquisition
(5) Pro forma income tax payable
</TABLE>

<PAGE>

CYTATION CORP

<TABLE>
<CAPTION>
                                                  Cytation Corporation
                                    Pro Forma Consolidated Statements of Operations
                                      For The Nine Months Ended September 30, 2005
                                                      (Unaudited)

                                                DeerValley         Cytation          Pro Forma        Pro Forma
                                             Homebuilders, Inc.      Corp.          Adjustments      Consolidated
                                                (Unaudited)       (Unaudited)       (Unaudited)      (Unaudited)
<S>                                                 <C>               <C>               <C>              <C>
NET REVENUE                                  $    24,023,661   $        49,114   $             -   $  24,072,775

COST OF REVENUE                                   19,740,677             1,738                 -      19,742,415

GROSS PROFIT                                       4,282,984            47,376                 -       4,330,360

OPERATING EXPENSES:
     Depreciation                                     87,327             1,037                 -          88,364
     Selling, general and administrative           2,020,958           223,952                 -       2,244,910

          TOTAL OPERATING EXPENSES                 2,108,285           224,989                 -       2,333,274

          OPERATING INCOME/(LOSS)                  2,174,699          (177,613)                -       1,997,086

OTHER INCOME (EXPENSES)
     Gain on sale and distribution of investment           -            31,902                 -          31,902
     Loss on sale of property and equipment                -            (4,270)                -          (4,270)
     Loss on termination of ARE agreement                  -            (5,000)                -          (5,000)
     Interest income (expenses), net                 (56,864)           (4,659)                -         (61,523)
     Other Income                                      6,008                 -                 -           6,008

          TOTAL OTHER INCOME                         (50,856)           17,973                 -          (32,883)

          INCOME/(LOSS) BEFORE INCOME TAXES        2,123,843          (159,640)                -        1,964,203

INCOME TAX EXPENSE                                         -                 -           707,252          707,252

          NET LOSS                           $     2,123,843   $      (159,640)  $      (707,252)  $    1,256,951
                                             ===============   ================  ================  ===============
Net (Loss) Income Per Share (Basic)          $         2,124   $         (0.18)  $        707.25   $         1.40
Net (Loss) Income Per Share (Fully Diluted)  $         2,124   $         (0.18)  $         (0.05)  $         0.08
                                             ===============   ================  ================  ===============
Weighted Average Common Shares Outstanding             1,000           898,144            (1,000)         898,144
Weighted Average Common and Common
  Equivalent Shares Outstanding                        1,000           898,144        14,817,956       15,717,100
                                             ===============   ================  ================  ===============
</TABLE>

<PAGE>

CYTATION CORP

<TABLE>
<CAPTION>
                                                  Cytation Corporation
                                    Pro Forma Consolidated Statements of Operations
                                     For The Twelve Months Ended December 31, 2004
                                                      (Unaudited)

                                                DeerValley         Cytation        Pro Forma          Pro Forma
                                             Homebuilders, Inc.      Corp.        Adjustments        Consolidated
                                                (Unaudited)       (Unaudited)     (Unaudited)        (Unaudited)
<S>                                                                <C>               <C>               <C>
NET REVENUE                                    $15,394,215       $     240,368    $          -     $  15,634,583

COST OF REVENUE                                 12,769,267             746,896               -        13,516,163

GROSS PROFIT                                     2,624,948            (506,528)              -         2,118,420

OPERATING EXPENSES:
     Depreciation                                   84,211               3,857               -            88,068
     Selling, general and administrative         1,475,122             367,007               -         1,842,129

          TOTAL OPERATING EXPENSES               1,559,333             370,864               -         1,930,197

          OPERATING INCOME/(LOSS)                1,065,615            (877,392)              -           188,223

OTHER INCOME (EXPENSES)
     Gain on sales of Marketable Securities              -             187,976               -           187,976
     Interest income (expenses), net               (55,109)             (5,298)              -           (60,407)

          TOTAL OTHER INCOME                       (55,109)            182,678               -           127,569

          INCOME/(LOSS) BEFORE INCOME TAXES      1,010,506            (694,714)              -           315,792

INCOME TAX EXPENSE                                       -               1,975          99,190           101,165

          NET LOSS                             $ 1,010,506       $    (696,689)   $    (99,190)    $     214,627
                                             ==============      ==============   ==============   ==============
Net (Loss) Income Per Share (Basic)            $     1,011       $       (1.74)   $      99.19     $        0.54
Net (Loss) Income Per Share (Fully Diluted)    $     1,011       $       (1.74)                    $        0.01
                                             ==============      ==============   ==============   ==============
Weighted Average Common Shares Outstanding           1,000             399,915          (1,000)          399,915
Weighted Average Common and Common
  Equivalent Shares Outstanding                      1,000             399,915      15,316,185        15,717,100
                                             ==============      ==============   ==============   ==============
</TABLE>

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>ex99-2.txt
<DESCRIPTION>SELECTED FINANCIAL DATA
<TEXT>
EXHIBIT 99.2

                         DEER VALLEY HOMEBUILDERS, INC.

                              FINANCIAL STATEMENTS

                      FOR THE YEAR ENDED DECEMBER 31, 2004
                                       AND
            NINE MONTHS ENDED OCTOBER 1, 2005 AND SEPTEMBER 25, 2004




<PAGE>


                         DEER VALLEY HOMEBUILDERS, INC.
                              FINANCIAL STATEMENTS
                    FOR THE YEAR ENDED DECEMBER 31, 2004, AND
            NINE MONTHS ENDED OCTOBER 1, 2005, AND SEPTEMBER 25, 2004



                                TABLE OF CONTENTS

                                                                            Page

Audit  Report  of  Independent  Registered  Public  Accounting  Firm         1

Review  Report  of  Independent  Registered  Public  Accounting  Firm        2

Balance  Sheets  at  December  31,  2004,  and October 1, 2005 (Unaudited)   3

Statements  of  Operations  for  the  Year  Ended  December  31, 2004, and
    Nine Months Ended October  1, 2005, and September 25, 2004 (Unaudited)
    with  Supplemental  Unaudited  Pro  forma  Statements   of  Operations
    Information                                                              4

Statement  of  Stockholders'  Equity  for the Year Ended December 31, 2004   5

Statements  of  Stockholders'  Equity for the Nine Months Ended
    October  1,  2005,  and   September   25,  2004  (Unaudited)             6

Statements  of  Cash  Flows  for  the  Year  Ended  December  31,  2004,
    and Nine Months Ended October 1, 2005, and September 25, 2004
   (Unaudited)                                                               7

Notes  to  Financial  Statements                                            8-15

<PAGE>

          AUDIT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and
Stockholders of Deer Valley Homebuilders, Inc.


We  have  audited  the  accompanying balance sheets of Deer Valley Homebuilders,
Inc.  as  of  December  31,  2004,  and  the  related  statements of operations,
stockholders'  equity  and  cash flows for the year then ended.  These financial
statements   are   the   responsibility   of   the  Company's  management.   Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

We  conducted  our  audit in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audit  to obtain reasonable assurance about whether the
financial  statements  are  free  of  material misstatement.  The Company is not
required  to  have,  nor  were  we  engaged to perform, an audit of its internal
control  over financial reporting.  Our audit included consideration of internal
control  over financial reporting as a basis for designing audit procedures that
are  appropriate  in the circumstances, but not for the purpose of expressing an
opinion  on  the  effectiveness of the Company's internal control over financial
reporting.  Accordingly,  we  express  no  such opinion.  An audit also includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of Deer Valley Homebuilders, Inc.
as  of  December  31, 2004, and the results of its operations and its cash flows
for  year then ended in conformity with accounting principles generally accepted
in  the  United  States  of  America.



/s/ Wheeler, Herman, Hopkins & Lagor, P.A.
------------------------------------------
Tampa,  Florida
November  17,  2005

                                        1

<PAGE>

         REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To  the  Board  of  Directors  and  Stockholders  of
Deer  Valley  Homebuilders,  Inc.



We  have  reviewed  the  accompanying balance sheet of Deer Valley Homebuilders,
Inc.  as  of  October  1,  2005,  and  the  related  statements  of  operations,
stockholders'  equity, and cash flows for the nine months ended October 1, 2005,
and  September  25,  2004.  These financial statements are the responsibility of
the  Company's  management.

We  conducted our reviews in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  A  review  of interim financial
information  consists  principally  of applying analytical procedures and making
inquiries  of  persons  responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance with standards
of  the Public Company Accounting Oversight Board (United States), the objective
of  which  is  the  expression  of an opinion regarding the financial statements
taken  as  a  whole.  Accordingly,  we  do  not  express  such  an  opinion.

Based on our reviews, we are not aware of any material modifications that should
be  made  to  the  accompanying  interim  financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.



/s/ Wheeler, Herman, Hopkins & Lagor, P.A.
------------------------------------------
Tampa,  Florida
November  17,  2005

                                        2

<PAGE>

<TABLE>
<CAPTION>
                         DEER VALLEY HOMEBUILDERS, INC.
                                 BALANCE SHEETS

                                                          OCTOBER  1,     DECEMBER  31,
                                                             2005             2004
                                                          -----------     -------------
                                                          (UNAUDITED)
                                                           ---------
<S>                                                          <C>                <C>
                                     ASSETS

CURRENT ASSETS:
Cash and Cash Equivalents                                 $ 2,142,891     $   1,563,818
Certificate of Deposit                                        150,000
Accounts Receivable                                         2,359,341         1,064,518
Other Receivable                                                4,005             1,000
Inventories                                                 1,235,497           687,110
Prepayments and Other Current Assets                           52,904            48,916
                                                          -----------     -------------
     Total Current Assets                                   5,944,630         3,365,362
                                                          -----------     -------------

Property, Plant and Equipment
   Property, Plant and Equipment at Cost                    1,778,167         1,705,470
   Less:  Accumulated Depreciation                           (171,537)          (84,211)
                                                          -----------     -------------
      Net Property, Plant and Equipment                     1,606,629         1,621,259
                                                          -----------     -------------

      TOTAL ASSETS                                        $ 7,551,268     $   4,986,621
                                                          ===========     =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Current Maturities of Long-Term Debt                      $    14,690     $      58,190
Accounts Payable                                            1,654,605           496,821
Accounts Payable under Dealer Incentive Programs              297,846           108,056
Estimated Warranties                                          690,000           550,000
Compensation and Related Accruals                             481,553           271,121
Accrued Stockholder Distributions                             375,000           545,540
Other Accrued Expenses                                        170,963            67,967
                                                          -----------     -------------
     Total Current Liabilities                              3,684,657         2,097,695
                                                          -----------     -------------

Long-Term Debt, Net of Current Maturities                   1,421,419         1,442,578
                                                          -----------     -------------
     Total Long-Term Debt                                   1,421,419         1,442,578
                                                          -----------     -------------

Commitments and Contingencies (Note 9)
Stockholders' Equity
Common Stock, $1.00 Par Value, 1,000 shares authorized,
   issued, and outstanding                                      1,000             1,000
Paid-In Capital                                             1,099,000         1,099,000
Treasury Stock, at Cost; 60 Shares                            (66,000)          (66,000)
Retained Earnings                                           1,411,192           412,348
                                                          -----------     -------------
     Total Stockholders' Equity                             2,445,192         1,446,348
                                                          -----------     -------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $ 7,551,268     $   4,986,621
                                                          ===========     =============

</TABLE>

     See Reports of Independent Registered Public Accounting Firm and Notes to
                              Financial Statements

                                        3

<PAGE>

<TABLE>
<CAPTION>
                         DEER VALLEY HOMEBUILDERS, INC.
                            STATEMENTS OF OPERATIONS

                                                           FOR  THE  NINE  MONTHS  ENDED    FOR  THE  YEAR
                                                          -------------------------------        ENDED
                                                            OCTOBER  1,     SEPTEMBER  25,    DECEMBER  31,
                                                              2005             2004              2004
                                                          --------------  ---------------   ---------------
                                                           (UNAUDITED)      (UNAUDITED)
                                                          --------------  ---------------
<S>                                                           <C>              <C>               <C>
Net Revenue                                               $   24,023,661  $      8,820,069  $    15,394,215

Cost of Sales                                                 19,740,677         7,339,160       12,769,267
                                                          --------------  ----------------  ---------------

Gross Profit                                                   4,282,984         1,480,909        2,624,948
                                                          --------------  ----------------  ---------------

Selling, General and Administrative                            2,108,285         1,023,204        1,559,333
                                                          --------------  ----------------  ---------------

Operating Income                                               2,174,700           457,705        1,065,615
                                                          --------------  ----------------  ---------------

Other Income (Expense)
   Interest Expense                                              (56,864)          (36,939)         (55,109)
   Other                                                           6,008                 0                0
                                                          --------------  ----------------  ---------------
                                                                 (50,856)          (36,939)         (55,109)

Net Income                                                $    2,123,844  $        420,767  $     1,010,506
                                                          ==============  ================  ===============

Basic and Diluted Net Income Per Share                    $        2,124  $            421  $         1,011
                                                          ==============  ================  ===============

Weighted Average Shares Outstanding                                1,000             1,000            1,000
                                                          ==============  ================  ===============


     SUPPLEMENTAL UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS INFORMATION

                                                             FOR THE NINE MONTHS ENDED        FOR THE YEAR
                                                          ---------------------------------      ENDED
                                                             OCTOBER 1,     SEPTEMBER 25,     DECEMBER 31,
                                                               2005              2004             2004
                                                          ---------------  ----------------  ---------------
                                                           (UNAUDITED)        (UNAUDITED)
                                                            ---------          ---------
PRO FORMA INCOME TAXES:

Net income, as reported                                   $     2,123,844  $        420,767  $     1,010,506
                                                          ---------------  ----------------  ---------------

Pro forma provision for income taxes:
   Current income taxes                                         1,003,610           331,192          584,328
   Deferred income taxes                                         (296,358)         (175,258)        (266,828)
                                                          ---------------  ----------------  ---------------
   Total income taxes                                             707,252           155,934          317,500
                                                          ---------------  ----------------  ---------------

Pro forma net income                                      $     1,416,592  $        264,833  $       693,006
                                                          ===============  ================  ===============

Pro forma basic and diluted net income per share          $         1,417  $            265  $           693
                                                          ===============  ================  ===============

Weighted average shares outstanding                                 1,000             1,000            1,000
                                                          ===============  ================  ===============
</TABLE>



     See Reports of Independent Registered Public Accounting Firm and Notes to
                              Financial Statements

                                       4
<PAGE>

<TABLE>
<CAPTION>
                                   DEER VALLEY HOMEBUILDERS, INC.
                                  STATEMENT OF STOCKHOLDERS' EQUITY


                                 COMMON  STOCK        ADDITIONAL
                          ---------------------------   PAID-IN     TREASURY   RETAINED
                             SHARES        AMOUNT       CAPITAL      STOCK     EARNINGS     TOTAL
                           ---------     ----------   ----------  ----------  ----------  ----------
<S>                           <C>           <C>          <C>         <C>         <C>         <C>
As of January 7, 2004          1,000     $    1,000   $1,099,000  $        -  $        -  $1,100,000

Purchase of Treasury
Stock                                                                (66,000)                (66,000)

Cash Distributions                                                  (598,158)               (598,158)

Net Income                                                         1,010,506               1,010,506
                           ---------     ----------   ----------  ----------  ----------  ----------

As of December 31,
 2004                          1,000     $    1,000   $1,099,000  $  (66,000) $  412,348  $1,446,348
                           =========     ==========   ==========  ==========  ==========  ==========
</TABLE>


     See Reports of Independent Registered Public Accounting Firm and Notes to
                              Financial Statements

                                       5

<PAGE>

<TABLE>
<CAPTION>
                                       DEER VALLEY HOMEBUILDERS, INC.
                                     STATEMENTS OF STOCKHOLDERS' EQUITY


                                COMMON  STOCK         ADDITIONAL
                             -------------------        PAID-IN     TREASURY     RETAINED
                             SHARES        AMOUNT       CAPITAL       STOCK      EARNINGS     TOTAL
                          ------------  -------------  ----------  -----------  ----------  ----------
<S>                          <C>            <C>           <C>         <C>          <C>         <C>
As of January 1, 2005            1,000  $       1,000  $1,099,000  $   (66,000) $  412,348  $1,446,348

Cash Distributions                                                                (750,000)   (750,000)

Accrual of Distributions                                                          (375,000)   (375,000)

Net Income                                                                       2,123,844   2,123,844
                          ------------  -------------  ----------  -----------  ----------  ----------
As of October 1,
  2005                           1,000  $       1,000  $1,099,000  $   (66,000) $1,411,192  $2,445,192
                          ============  =============  =========== ===========  ==========  ==========
</TABLE>



<TABLE>
<CAPTION>
                          COMMON  STOCK       ADDITIONAL
                        -------------------     PAID-IN     TREASURY    RETAINED
                        SHARES      AMOUNT      CAPITAL      STOCK      EARNINGS     TOTAL
                       --------  ------------  ----------  ----------  ----------  ----------
<S>                      <C>         <C>          <C>         <C>         <C>         <C>
As of January 7, 2004     1,000  $      1,000  $1,099,000  $        -  $       -   $1,100,000

Purchase of Treasury
  Stock                                                       (66,000)                (66,000)

Net Income                                                    420,767                 420,767
                       --------  ------------  ----------  ----------  ----------  ----------

As of September 25,
  2004                    1,000  $    1,000    $1,099,000  $  (66,000) $  420,767  $1,454,767
                       ========  ============  ==========  ==========  ==========  ==========
</TABLE>


     See Reports of Independent Registered Public Accounting Firm and Notes to
                              Financial Statements

                                       6

<PAGE>

<TABLE>
<CAPTION>
                                       DEER VALLEY HOMEBUILDERS, INC.
                                          STATEMENTS OF CASH FLOWS

                              INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                                    FOR  THE  NINE  MONTHS  ENDED     FOR  THE  YEAR
                                                                   ------------------------------          ENDED
                                                                    OCTOBER  1,      SEPTEMBER  25,    DECEMBER  31,
                                                                      2005               2004               2004
                                                                   -----------       --------------   --------------
                                                                   (UNAUDITED)        (UNAUDITED)
                                                                    ---------          ---------
<S>                                                                    <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income                                                         $ 2,123,844       $      420,767   $    1,010,506
Adjustments to reconcile net income to net cash provided
by operating activities:
   Depreciation on property, plant and equipment                        87,327               56,570           84,211
   Changes in assets and liabilities:
      (Decrease) in receivables                                     (1,294,823)            (994,296)      (1,064,518)
      (Decrease) in other receivables                                   (3,005)              (3,000)          (1,000)
      (Decrease) in inventories                                       (548,387)            (764,895)        (687,110)
      (Decrease) in prepayments and other assets                        (3,989)             (51,010)         (48,916)
      Increase in accounts payable                                  (1,157,784)             602,246          496,821
      Increase in accounts payable under dealer incentives             189,790               72,350          108,056
      Increase in estimated warranties                                 140,000              344,000          550,000
      Increase in compensation and related accruals                    210,432              253,987          271,121
      Increase (Decrease) in accrued stockholder distributions        (545,540)                              545,540
      Increase in accrued expenses                                     102,996               68,450           67,967
                                                                   -----------       --------------   --------------
         Net cash provided by operating activities                   1,616,429                5,169        1,332,679
                                                                   -----------       --------------   --------------

Cash Flows from Investing Activities:
   Purchase of capital assets                                          (72,697)          (1,680,609)      (1,705,470)
   Purchase of certificate deposit                                     (150,000)                  0                0
                                                                   ------------      --------------   --------------
      Net cash (used in) investing activities                          (222,697)         (1,680,609)      (1,705,470)
                                                                   ------------      --------------   --------------

Cash Flows from Financing Activities:
   Proceeds from notes payable                                                       $    1,543,314   $    1,543,314
   Repayments of notes payable                                     $    (64,659)            (32,397)         (42,546)
   Purchase of treasury stock                                                                                (66,000)
   Issuance of common stock                                                               1,100,000        1,100,000
   Payment of cash distributions                                       (750,000)                  0         (598,158)
      Net cash (used in) financing activities                          (814,659)          2,610,917        1,936,610
                                                                   ------------      --------------   --------------

Net Increase in Cash and Cash Equivalents                               579,073             935,477        1,563,818

Cash and Cash Equivalents at Beginning of Year                        1,563,818                   0                0
                                                                   ------------      --------------   --------------
Cash and Cash Equivalents at End of Year                           $  2,142,811      $      935,477   $    1,563,818
                                                                   ============      ==============   ==============

Supplemental Cash Flows Information:

Cash Paid for Interest                                             $     57,310      $       32,494   $       50,099
                                                                   ============      ==============   ==============

Cash Paid for Income Taxes                                         $          0      $            0   $            0
                                                                   ============      ==============   ==============
</TABLE>


     See Reports of Independent Registered Public Accounting Firm and Notes to
                              Financial Statements

                                        7

<PAGE>

                         DEER VALLEY HOMEBUILDERS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE PERIOD ENDED DECEMBER 31, 2004


1.   NATURE  OF  BUSINESS,  BASIS  OF  PRESENTATION,  UNAUDITED  PRO  FORMA
     FINANCIAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     THE  COMPANY  -  Deer  Valley  Homebuilders,  Inc.  (the  Company)  was
     organized  and  incorporated  in January 2004 and is headquartered in Guin,
     Alabama. The Company operates on a 52-53 week year end.

     NATURE  OF  OPERATIONS  -  The  Company  designs  and produces manufactured
     homes  which  are  sold  to  a  network of dealers located primarily in the
     southeastern  and  south-central  regions of the United States. The Company
     operates  out  of  one manufacturing facility located in Guin, Alabama (the
     northwestern region of Alabama). Business is seasonal and cyclical with the
     potential for significant fluctuations in quarterly earnings as a result of
     factors  impacting the broader housing market, including but not limited to
     changes  in the availability and cost of customer financing, changes in the
     cost  of  construction  materials,  and  changes in the economic conditions
     within the market regions served by the Company.

     BASIS  OF  PRESENTATION  -  The  unaudited  balance  sheet as of October 1,
     2005,  and  the  accompanying  unaudited  statements  of  operations,
     stockholders'  equity  and  cash flows for the nine months ended October 1,
     2005,  and  September  25,  2004,  are  unaudited.  These unaudited interim
     financial  statements  have  been  prepared  in  accordance with accounting
     principles  generally  accepted in the United States of America for interim
     financial  statements.  In the opinion of management, the unaudited interim
     financial  statements  include  all  adjustments  necessary  for  the  fair
     presentation of the Company's financial position as of October 1, 2005, and
     the  results of its operations and its cash flows for the nine months ended
     October  1, 2005, and September 25, 2004. The results of operations for the
     nine  months  ended  October 1, 2005, are not necessarily indicative of the
     results to be expected for the year ending December 31, 2005.

     UNAUDITED  PRO  FORMA  FINANCIAL  INFORMATION  - The accompanying unaudited
     pro  forma  statement  of operations information gives effect to net income
     and  net  income  per  share  as  if  the Company were subject to State and
     Federal  income  taxes for all periods presented. For purposes of unaudited
     pro  forma  financial  information  the  Company  has applied the asset and
     liability method prescribed in Statements of Financial Accounting Standards
     No. 109, Accounting for Income Taxes.
              ---------------------------

     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     ACCOUNTING  ESTIMATES  -  The  Company's  consolidated financial statements
     are prepared in conformity with accounting principles generally accepted in
     the United States of America which require management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     consolidated  financial statements and the reported amounts of revenues and
     expenses  during  the  reporting  period.  Actual results could differ from
     those estimates.

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS  -  The  carrying  value  of  the
     Company's  cash  equivalents,  accounts  receivable,  accounts  payable and
     accrued  expenses  approximates fair value because of the short-term nature
     of these instruments.

     CASH  EQUIVALENTS  -  The  Company  considers all highly liquid investments
     with original maturities of three months or less to be cash equivalents.

                                        8

<PAGE>

     ACCOUNTS  RECEIVABLE  -  Accounts  receivable  represent  balances due from
     dealers. Credit risk associated with balances due from dealers is evaluated
     by  management relative to financial condition and past payment experience.
     As  a  result of management's reviews no reserves for uncollectible amounts
     have been recorded in the accompanying financial statements.

     INVENTORIES  -  Inventories  are  stated  at  the  lower of cost (first-in,
     first-out method) or market. Work-in-process and finished goods inventories
     include an allocation for labor and overhead costs.

     PROPERTY,  PLANT  AND  EQUIPMENT  -  Property,  plant  and  equipment  is
     stated  at  cost  and  depreciated  over  the estimated useful lives of the
     related assets ranging from 5 to 40 years primarily using the straight-line
     method.  Maintenance  and  repairs  are  expensed as incurred. Depreciation
     expense  amounted  to  $84,211  for  the  year ended December 31, 2004, and
     $87,327  and  $56,570  for  the  nine  months  ended  October  1, 2005, and
     September 25, 2004, respectively.

     IMPAIRMENT  OF  LONG-LIVED  ASSETS  -  In  accordance  with  SFAS  No. 144,
     Accounting for the Impairment or Disposal of Long-Lived Assets, the Company
     evaluates  the carrying value of long-lived assets to be held and used when
     events  and  circumstances  warrant  such  a  review. The carrying value of
     long-lived  assets is considered impaired when the anticipated undiscounted
     cash  flow from such assets is less than its carrying value. In that event,
     a  loss  is  recognized  based  on  the  amount by which the carrying value
     exceeds  the  fair market value of the long-lived assets. Fair market value
     is  determined  primarily  using the anticipated cash flows discounted at a
     rate commensurate with the risk involved. Losses on long-lived assets to be
     disposed of are determined in a similar manner, except that the fair market
     values  are  primarily  based  on independent appraisals and preliminary or
     definitive contractual arrangements less costs to dispose.

     REVENUE  RECOGNITION  -  Revenue  for  manufactured  homes  sold  to
     independent  dealers  generally  is  recorded  when  all  of  the following
     conditions  have been met; (a) an order for the home has been received from
     the  dealer, (b) an agreement with respect to payment terms (usually in the
     form of a written or verbal approval for payment has been received from the
     dealer's  flooring institution), and (c) the home has been shipped and risk
     of loss has passed to the dealer.

     PRODUCT  WARRANTIES  -  The  Company  provides  the  retail  home  buyer  a
     one-year  limited  warranty  covering defects in material or workmanship in
     home  structure,  plumbing  and  electrical  systems. The Company estimated
     warranty  costs  are  accrued at the time of the sale to the dealer flowing
     industry  standards  and  historical  warranty  cost  incurred.  Periodic
     adjustments  to  the  estimated  warranty  accrual are made as events occur
     which  indicate changes are necessary. As of December 31, 2004, the Company
     has  provided a liability of $550,000 for estimated warranty costs relating
     to  homes sold, based upon management's assessment of historical experience
     factors and current industry trends.

     Management  reviews  its  warranty  requirements  at  the  close  of  each
     reporting  period  and  adjusts  the  reserves  accordingly.  The following
     tabular  presentation  reflects  activity  in  warranty reserves during the
     periods presented:


<TABLE>
<CAPTION>
                                           NINE MONTHS ENDED              FOR THE
                                      -----------------------------     YEAR ENDED
                                      OCTOBER  1,     SEPTEMBER  25,   DECEMBER  31,
                                         2005             2004              2004
                                      -----------     ------------     -------------
                                      (UNAUDITED)      (UNAUDITED)
                                       ---------        ---------
<S>                                       <C>              <C>              <C>
     Balance at Beginning of Period   $   550,000     $          0     $           0
        Warranty Charges                1,186,546          418,563           798,164
        Warranty Payments              (1,046,546)         (74,563)         (248,164)
                                      -----------     ------------     -------------
     Balance at End of Period         $   690,000     $    344,000     $     550,000
                                      ===========     ============     =============
</TABLE>

                                        9

<PAGE>

     DEALER  INCENTIVE  PROGRAMS  -  The  Company  provides  rebates  to dealers
     based  upon  a predetermined formula applied to the volume of homes sold to
     the  dealer  during  the  year.  These rebates are recorded at the time the
     dealer sales are consummated.

     NET  INCOME  PER  SHARE  -  Basic income per share represents the Company's
     net  income  divided  by  the  weighted  average  shares  of  common  stock
     outstanding during the period. The Company has no common stock equivalents,
     convertible  instruments  or  other  arrangements  that  would  result in a
     dilutive effect on basic income per common share.

     INCOME  TAXES  -  The  Company  has elected to be taxed under the provision
     of  Subchapter  S of the Internal Revenue Code. Under those provisions, the
     Company does not pay federal or state corporate income taxes on its taxable
     income.  Instead,  the  stockholders  are liable for individual federal and
     state  income  taxes  on  their  respective  share of the Company's taxable
     income  in  their   individual   income  tax   returns.   Accordingly,  the
     accompanying  financial  statements do not include income taxes. See Note 6
     for information about pro forma income taxes.

     NEW   ACCOUNTING   PRONOUNCEMENTS  -  In   December  2004,   the  Financial
     Accounting   Standards  Board   ("FASB")   issued  Statement  of  Financial
     Accounting  Standard  ("SFAS")  No.  123R,   "Share-Based  Payment."  Under
     previous  practice,  the  reporting  entity  could  account for share-based
     payment under the provisions of APB Opinion No. 25 and disclose share-based
     compensation  as  accounted for under the provisions of SFAS No. 123. Under
     the provisions of SFAS No. 123R, a public entity is required to measure the
     cost  of  employee  services  received  in  exchange for an award of equity
     instruments  based  on the grant-date fair value of the award. That cost is
     recognized  over the period during which an employee is required to provide
     service  in  exchange  for the award. The Company will early adopt SFAS No.
     123R,  which is effective June 15, 2005, in January 2005. Once the standard
     is  adopted,  we  currently  expect full-year 2005 diluted net earnings per
     share  to be reduced by approximately $.01 for stock option. Application of
     this pronouncement requires significant judgment regarding the inputs to an
     option  pricing  model,  including  stock  price  volatility  and  employee
     exercise  behavior. Most of these inputs are either highly dependent on the
     current  economic  environment at the date of grant or forward-looking over
     the  expected term of the award. As a result, the actual impact of adoption
     on  earnings for 2005 could differ significantly from our current estimate.
     We are currently considering the modified prospective method of transition,
     which would be first effective for our 2006 fiscal first quarter.


 2.  CASH AND CASH EQUIVALENTS

     Cash  and  cash  equivalents  at  December  31,  2004,  are  held  in  one
     financial  institution  in  Guin,  Alabama,  and  exceed the FDIC limits of
     insurability.

3.   INVENTORIES

     Inventories consisted of the following components:

                              OCTOBER  1,  2005     DECEMBER  31,  2004
                              -----------------     -------------------
                                 (UNAUDITED)
                                 -----------

     Raw  Materials           $         787,232     $           408,821
     Work-in-Process                    213,734                 156,718
     Finished  Goods                    234,531                 121,571
                              -----------------     -------------------
     Total  Inventory         $       1,235,497     $           687,110
                              =================     ===================

                                       10
<PAGE>

4.  PROPERTY,  PLANT  AND  EQUIPMENT

     Property, Plant and Equipment consisted of the following:

                              OCTOBER  1,  2005     DECEMBER  31,  2004
                              -----------------     -------------------
                                 (UNAUDITED)
                                 -----------

     Land  and  Improvements  $         296,915     $           277,500
     Buildings                          822,500                 822,500
     Machinery  and  Equipment          533,596                 495,145
     Furniture  and  Fixtures           125,156                 110,325
                               ----------------     -------------------
     Total  Property,  Plant
      and  Equipment          $       1,778,167     $         1,705,470
                              =================     ===================

5.   CREDIT  ARRANGEMENTS

     REVOLVING  LINE  OF  CREDIT  -  The Company has a fixed rate revolving line
     of  credit  with  State Bank and Trust of Guin, Alabama. Under this line of
     credit  entered  into on March 3, 2004, the Company can make loan draws for
     business  purposes  up  to  a  maximum amount of $500,528 in the aggregate.
     Amounts  drawn  on the line of credit accrue interest at the fixed interest
     rate  of 5.5%. The line of credit matures March 25, 2005, and is secured by
     inventory  and accounts receivable of the Company. As of December 31, 2004,
     no amounts were drawn and outstanding under the line of credit arrangement.

     IRREVOCABLE  STANDBY  LETTERS  OF  CREDIT  -  The Company during its normal
     course  of  business  is  required  to issue irrevocable standby letters of
     credit  in  the  favor  of  independent  third  party  beneficiaries. As of
     December  31,  2004,  the  following  letters  of credit were issued and in
     force:

          Letter  of  Credit  No.  91  issued  through State Bank & Trust in the
          amount  of  $2,500  to  the favor of beneficiary Northwest Alabama Gas
          District,  issued  March  2, 2004, and expiring March 2, 2005, pending
          renewal.

          Letter  of  Credit  No.  92  issued  through State Bank & Trust in the
          amount  of  $225,000  to  the favor of beneficiary Bombardier Capital,
          Inc.,  issued  April  20,  2004,  and expiring April 20, 2005, pending
          renewal.  Personally  guaranteed  by the three largest stockholders of
          the Company. (See Note 9.)

          Letter  of  Credit  No.  93  issued  through State Bank & Trust in the
          amount  of  $100,000  to  the  favor  of  beneficiary  21st  Mortgage
          Corporation,  issued  May  3, 2004. Personally guaranteed by the three
          largest stockholders of the Company. (See Note 9.)

          Letter  of  Credit  No.  96  issued  through State Bank & Trust in the
          amount  of  $112,500  to  the favor of beneficiary Bombardier Capital,
          Inc.,  issued  September  3,  2004,  and  expiring  September 3, 2005,
          pending renewal. (See Note 9.)

          Letter  of  Credit  No.  97  issued  through State Bank & Trust in the
          amount  of  $150,000  to  the  favor of Textron Financial Corporation,
          issued  September  21,  2004, and expiring September 21, 2005, pending
          renewal. (See Note 9.)

          As  of  December  31,  2004,  no  amounts  had been drawn on the above
          irrevocable  letters  of  credit  by  the beneficiaries. Subsequent to
          December  31,  2004,  letters  of credit No. 92 and No. 96 in favor of
          Bombardier  Capital,  Inc.,  were  replaced  and  made  void effective
          January  27,  2005. Replacement letter of credit No. 98 issued through
          State  Bank  &  Trust  in  the  amount  of  $400,000  to  the favor of
          Bombardier  Capital,  Inc.,  issued  January  27,  2005,  and expiring
          January 27, 2006 voided No. 92 and No. 96. (See Note 9.)

                                       11

<PAGE>

6.   PRO  FORMA  INCOME  TAXES  (UNAUDITED)

     The  following  unaudited  pro  forma  income  tax information gives effect
     to  Federal  and  State income taxes as if the Company was subject to State
     and Federal income taxes.

     The pro forma provision for income taxes consists of the following:

<TABLE>
<CAPTION>
                                                                            FOR  THE  YEAR
                                         FOR  THE  NINE  MONTHS  ENDED           ENDED
                                         -----------------------------       DECEMBER  31,
                                         OCTOBER  1,     SEPTEMBER  25,          2004
                                           2005             2004
                                         ----------     --------------      --------------
                                         (UNAUDITED)     (UNAUDITED)
                                          ---------       ---------
<S>                                          <C>              <C>                  <C>
     Current:
        United States Federal            $  961,179     $     301,513       $      523,698
        States                               42,431            29,679               60,630
     Deferred Income Taxes                 (296,358)         (175,258)            (266,828)
                                         ----------     -------------       --------------
        Pro Forma Income Tax Provision   $  707,252     $     155,934       $      317,500
                                        ===========     =============       ==============
</TABLE>

     The  above  pro  forma  provision  for  income taxes was computed using the
     asset  and  liability  method.  Under  this method, deferred tax assets and
     liabilities  are recognized for the future tax consequences attributable to
     differences  between  the  financial statement carrying amounts of existing
     assets  and liabilities and their respective tax bases. Deferred tax assets
     and  liabilities  are measured using enacted tax rates expected to apply to
     taxable  income  in  the  years  in  which  those temporary differences are
     expected  to be recovered or settled. The effect on deferred tax assets and
     liabilities  of a change in tax rates is recognized in income in the period
     that includes the enactment date.

     The  pro  forma  provision  for  income  taxes  for  the  nine months ended
     October  1,  2005, and September 25, 2004, are based upon management's best
     estimate  of  the  expected pro forma effective tax rate for the year ended
     December  31, 2005 and the actual pro forma effective tax rate for the year
     ended December 31, 2004, respectively.

     Pro forma deferred income tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                                                         FOR  THE  YEAR
                                       FOR  THE  NINE  MONTHS  ENDED         ENDED
                                       -----------------------------     --------------
                                         OCTOBER  1,     SEPTEMBER  25,   DECEMBER  31,
                                            2005             2004              2004
                                         ------------   --------------    -------------
                                         (UNAUDITED)     (UNAUDITED)
                                          ---------       ---------
<S>                                       <C>              <C>                 <C>
     Warranty and Other Reserves         $    266,000   $      144,900   $      266,351
     Depreciation Methods                      30,358           30,358           40,477
                                         ------------   --------------   --------------
     Deferred Tax Assets, Net            $    296,358   $      175,258   $      266,828
                                         ============   ==============   ==============

     Current Deferred Assets             $    296,358   $      175,258   $      266,828
     Net Non-current Deferred Tax Assets            -                -                -
                                         ------------   --------------   --------------
     Deferred Tax Assets, Net            $    296,358   $      175,258   $      266,828
                                         ============   ==============   ==============
</TABLE>


     The  Company's  pro  forma  provision  for  income  taxes is lower than the
     income  tax expense that would result from using the Federal Statutory Rate
     of  35%.  The State of Alabama has issued a capital investment credit for a
     20-year  period  in  the  amount  of  $85,000 per year. The following table
     reflects  reconciliation  between  the  statutory  rate  and  the pro forma
     effective tax rate for each of the periods presented:

                                       12

<PAGE>

<TABLE>
<CAPTION>
                                                                                         FOR  THE  YEAR
                                                        FOR  THE  NINE  MONTHS  ENDED         ENDED
                                                        -----------------------------     --------------
                                                        OCTOBER  1,     SEPTEMBER  25,     DECEMBER  31,
                                                          2005             2004                2004
                                                        ---------      --------------     --------------
                                                       (UNAUDITED)      (UNAUDITED)
                                                        ---------        ---------
<S>                                                       <C>              <C>                   <C>

     United  States  Federal  Statutory  Rate               35.0%               35.0%              35.0%
     State  Income  Tax  Rate, Net of Federal Benefit        1.9%                1.9%               1.9%
     Non-deductible  Items                                  -3.6%               -5.4%              -5.5%
                                                        ---------      --------------     --------------
        Pro  Forma  Effective  Income  Tax  Rate            33.3%               31.5%              31.4%
                                                        =========      ==============     ==============
</TABLE>

7.   LONG-TERM  DEBT

     Long-term debt of the Company as of December 31, 2004, was as follows:

<TABLE>
<CAPTION>
                                                                   OCTOBER  1,     DECEMBER  31,
                                                                      2005            2004
                                                                  -----------      -------------
                                                                  (UNAUDITED)
                                                                   ---------
<S>                                                                  <C>                <C>
        Note  payable  to  State  Bank  &  Trust,  payable  in
        monthly  installments  of  $10,000  including  interest
        at  5.00%,  maturing  November  11,  2008,  secured
        by  all  assets  of  the  Company  and  personally
        guaranteed  by  two  major  stockholders  of  the
        Company                                                   $ 1,428,495      $   1,462,992

        Note  payable  to  GMAC,  payable  in  monthly
        installments  of  $618  including  interest  at  8.00%,
        maturing  March  29,  2009,  secured  by  2003
        Chevrolet  truck                                                    0             26,641

        Note  payable  to  Great  American,  payable  in
        monthly  installments  of  $251  including  interest
        at  11.11%,  maturing  February  1,  2007,  secured
        by  copier  equipment                                           3,931              5,777

        Note  payable  to  Great  American,  payable  in
        monthly  installments  of  $240  including  interest
        at  13.96%,  maturing  February  28,  2007,  secured
        by  copier  equipment                                           3,683              5,358
                                                                  -----------      -------------

        Total                                                       1,436,109          1,500,768
        Less:  Current  portion  of  long-term  debt                  (14,690)           (58,190)
                                                                  -----------      -------------
        Total  Long-Term  Debt,  net  of  current  portion        $ 1,421,419      $   1,442,578
                                                                  ==========       =============
</TABLE>

     Total  interest  costs  for  the  nine  months  ended  October 1, 2005, and
     September  25,  2005 (unaudited), and for the year ended December 31, 2004,
     amounted  to  $56,683,  $36,939, and $55,109, respectively, as reflected on
     the face of the accompanying statement of income.

                                       13

<PAGE>

At December 31, 2004, principal repayment requirements on long-term debt were as
follows:

     YEAR  ENDING  DECEMBER  31                                       AMOUNT
     --------------------------                                   ----------
             2005                                                 $   58,190
             2006                                                     61,728
             2007                                                     60,368
             2008                                                  1,318,654
             2009                                                      1,828
                                                                  ----------
             Total                                                 1,500,768
             Less:  Current  portion  of  long-term  debt            (58,190)
                                                                  ----------
             Total  Long-Term  Debt,  net  of  current  portion   $1,442,578
                                                                  ==========

8.   STOCKHOLDERS'  EQUITY

     Effective  end  of  business  day  on  December  31,  2004,  the  Company
     purchased  approximately  sixty  shares  of  common  stock  from one of its
     minority  stockholders  for  a  total  cost  of  $66,000  and  recorded the
     purchased shares as treasury stock.

     During  the  year  ended  December  31,  2004,  the  Company's  board  of
     directors  authorized stockholder distributions payable to stockholders' of
     record  in  the  cumulative  amount  of  $598,158.  At  December  31, 2004,
     approximately  $545,540  of  these authorized distributions to stockholders
     had  not  been  paid  and  has  been  recorded  as  accrued  stockholder
     distributions,  as  reflected on the face of the accompanying balance sheet
     as a current liability of the Company.

9.   COMMITMENTS  AND  CONTINGENCIES

     REPURCHASE  AGREEMENTS  -  The  Company  is  contingently  liable,  for
     periods  ranging  from  18  to  24  months,  under  the terms of repurchase
     agreements  with financial institutions who provide inventory financing for
     retailers  of  the  Company's  products.  These  arrangements,  which  are
     customary  in  the industry, provide for the repurchase of products sold to
     retailers in the event of default by the retailer on its lending agreement.
     The contingent obligation terminates when the retailer sells the homes. The
     risk  of loss under these agreements is spread over numerous retailers and,
     generally,  the company has the right to repossess the home in the event of
     the  dealers  default.  The  maximum  amount  for  which  the  Company  is
     contingently  liable  under  such  agreements  amounted  to  $4,516,365  at
     December  31,  2004  and  $7,828,334  at  October  1,  2005.  The remaining
     outstanding  contingent  liability  arising  from sales to dealers prior to
     December  31,  2004  amounted  to  $525,000 on the date of this filing. The
     Company evaluates its liability under these arrangements in accordance with
     FASB  Interpretation  No.  45  Guarantor's  Accounting  and  Disclosure
     Requirements  for Guarantees, Including Indirect Guarantees of Indebtedness
     of Others. The Company to date has not experienced significant losses under
     these  agreements  and  periodically  evaluates  the  dealers'  financial
     condition.  As  a result, management does not expect any future losses that
     may  arise  under  these  agreements  to  have  a  material  effect  on the
     accompanying  financial  statements  and,  accordingly,  has  recorded  no
     liability.

     LITIGATION  -  The  Company  in  the  normal  course of business is subject
     to  claims and litigation. Management of the Company is of the opinion that
     based on information available, such legal matters will not ultimately have
     a material adverse effect on the financial position or results of operation
     of the Company.

     IRREVOCABLE  STANDBY  LETTERS  OF  CREDIT  -  See  Note  5  Credit
     Arrangements.

                                       14

<PAGE>

10.  RELATED PARTY TRANSACTIONS

     During  the  year  ended  December  31,  2004,  the  Company  purchased its
     single  manufacturing  facility,  underlying  land,  and  certain equipment
     content of the facility from the father of the Company's president/majority
     stockholder  at  a  cost  of $1,500,000. In addition, the Company pays this
     same  related  party a consulting fee of $5,000 per month. Total consulting
     fees  paid  in  2004  amounted  to $75,000. This agreement expires in 2008.
     Management  asserts  that  these  transactions are arms length transactions
     between the Company and the related party.

     The  Company  has  various  Irrevocable  Standby Letters of Credit in force
     as  of December 31, 2004. One letter of credit in the amount of $225,000 is
     personally  guaranteed  by  three of the Company's largest stockholders, as
     more fully described in Note 5 Credit Arrangements.

     The  Company  has  a  note  payable  to State Bank & Trust in the amount of
     $1,462,992  at  December 31, 2004, which is secured in part by the personal
     guaranty  of  two  of  the  Company's  largest  stockholders, as more fully
     described in Note 6 Long-Term Debt.

     Stockholder  distributions  approximating  $598,158  were  declared payable
     to  the  stockholders  of  the Company during 2004 pro rata to their common
     stock  ownership  interest,  as  reflected  on the face of the accompanying
     statement  of  retained  earnings.  Each  of  these  stockholders  was also
     employed  by  the  Company  during  2004 and was paid employee compensation
     based on negotiated arm's length employment agreements.

11.  SUBSEQUENT EVENTS

     On  November  1,  2005,  Deer  Valley  Acquisitions  Corp.,  a  Florida
     corporation  ("DVA"),  entered  into a Common Stock Purchase Agreement with
     the  stockholders/employees  of  the  Company to sell all of the issued and
     outstanding  common  stock of Deer Valley Homebuilders, Inc. for a price of
     $6,000,000. As a condition of closing, each stockholder/employee will enter
     into  a  five year employment agreement and will be entitled to participate
     in  a  price  adjustment  target  account  ("PATA").  The  PATA  shall be a
     liability  accruing  for  any  calendar  year in which the Company's pretax
     earnings exceeds $1,000,000. The PATA calculations will begin on October 2,
     2005,  however,  the  $1,000,000 calculation for the fourth quarter of 2005
     will  be  $250,000. At the end of any such year, the PATA will be increased
     by  an  amount  equal  to 50% of the pretax earnings of the Company that is
     over  the  $1,000,000  threshold  for  such  calendar  year.  Partial  cash
     distributions of up to 50% of any stockholder's/employee's pro rata accrued
     value  of  the  PATA  will  be  made  by  DVA  at  the  request  of  the
     stockholder/employee at any time after January 1, 2007. All funds remaining
     in  the  PATA  will  be  distributed  to  the stockholders/employees on the
     earlier  of  January  1,  2014  or the date that the PATA has accumulated a
     total  of $6,000,000, assuming the employment agreement has been completed.
     If the stockholder/employee fails to complete his employment term either by
     voluntarily  leaving  the Company, is terminated for cause; or violates the
     Company's  non-compete  agreement  shall forfeit their portion of the PATA.
     That  stockholder's/employee's  share of the PATA will be redistributed 50%
     back  to  the  Company  and  50%  assigned  to  the  remaining
     stockholders/employees on a pro-rata basis.

     Deer  Valley  Homebuilders,  Inc.  ("Deer  Valley")  has  entered  into  a
     letter of intent with Cytation Corporation ("Cytation") to effect a reverse
     merger  transaction.  The  reverse merger requires the approval of both the
     boards  of  directors  of  Cytation  and  Deer Valley and is subject to the
     negotiation and execution of definitive documents. If consummated, Cytation
     would expect to issue to Deer Valley's stockholders securities constituting
     approximately  94%  of  the total issued and outstanding equity of Cytation
     immediately  after  the  closing,  exclusive  of  warrants. Deer Valley has
     agreed  to  assume  approximately $120,000 of Cytation's liabilities at the
     closing of the transaction.

                                       15

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>4
<FILENAME>ex99-4.txt
<DESCRIPTION>PROPOSED ARTICLES OF INCORPORATION OF FLORIDA CORPORATION
<TEXT>
EXHIBIT 99.4

                            ARTICLES OF INCORPORATION
                                       OF
                                DEERVALLEY CORP.

     DeerValley  Corp., a corporation (the "Corporation") organized and existing
under  the Florida Business Corporation Act, Florida Statutes, Sections 607.0101
et.  seq.  (the  "Act"),  does  hereby  certify  as  follows:

     1.     The  name  of  the  Corporation  is  DeerValley  Corp.. The original
articles  of  incorporation of the Corporation were filed with the office of the
Secretary  of  State  of  Florida  on                .
                                      ---------------
     2.     These Articles of Incorporation were recommended to the stockholders
of  the Corporation for approval as being advisable and in the best interests of
the Corporation by resolutions adopted by the Board of Directors at a meeting of
the  Board  of  Directors.

     3.     The  Articles  of Incorporation were adopted by the affirmative vote
of  the stockholders of the Corporation at a special meeting of the stockholders
on  March  10,  2006.

     4.     The  Articles  of  Incorporation  are  as  follows:

FIRST:  The  name  of  the  corporation is DeerValley Corp. (the "Corporation").
------

SECOND:  The address of the registered office of the Corporation in the State of
-------
Florida  is  220 South Franklin Street, Tampa, Florida 33602 and the name of its
registered  agent  at  such  address  is  Brent  Jones.

THIRD:  The nature of the business or purposes to be conducted or promoted is to
------
engage  in  any  lawful  act or activity for which corporations may be organized
under  the  Act.

FOURTH:  The  total number of shares of capital stock that the Corporation shall
-------
have  the  authority  to  issue  shall  be  110,000,000  shares,  consisting  of
100,000,000 shares of common stock, $0.001 par value per share ("Common Stock"),
and  10,000,000  shares of preferred stock, $.01 par value per share ("Preferred
Stock").

The  following is a statement of the designations and the powers, privileges and
rights,  and  the qualifications, limitations or restrictions thereof in respect
of  each  class  of  capital  stock  of  the  Corporation:

A.     COMMON  STOCK.
       -------------

     1.     General.  The voting, dividend and liquidation rights of the holders
            --------
of the Common Stock are subject to and qualified by the rights of the holders of
the Preferred Stock of any Series as may be designated by the Board of Directors
upon  any  issuance  of  the  Preferred  Stock  of  any  series.

                                        1
<PAGE>

     2.     Voting. The holders of Common Stock will be entitled to one vote per
            -------
share  on  all  matters  to  be voted on by the stockholders of the Corporation.
There  shall  be  no  cumulative  voting.

     3.     Dividends.  Dividends  may  be declared and paid on the Common Stock
            ----------
from  funds  lawfully  available therefor as and when determined by the Board of
Directors  and  subject  to  any  preferential  dividend  rights  of  any  then
outstanding Preferred Stock.

     4.     Liquidation. Upon the dissolution or liquidation of the Corporation,
            ------------
whether  voluntary  or  involuntary, holders of Common Stock will be entitled to
receive  all  assets  of  the  Corporation  available  for  distribution  to its
stockholders,  subject  to  any  preferential  liquidation  rights  of  any then
outstanding  Preferred  Stock.

B.     PREFERRED  STOCK.
       ----------------

     Preferred Stock may be issued from time to time in one or more series, each
of  such  series  to  have  such  terms as stated or expressed herein and in the
resolution  or resolutions providing for the issue of such series adopted by the
Board  of  Directors  of  the  Corporation  as hereinafter provided. No share of
Preferred  Stock  that is redeemed, purchased or acquired by the Corporation may
be  reissued  except as otherwise provided herein or by law. Different series of
Preferred Stock shall not be construed to constitute different classes of shares
for  the  purposes of voting by classes unless expressly provided herein, in any
such  resolution  or  resolutions,  or  by  law.

     Authority  is  hereby expressly granted to the Board of Directors from time
to  time  to  issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions providing for
the  issue  of the shares thereof, to determine and fix such voting powers, full
or limited, or no voting powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, including, without limitation thereof, dividend rights,
conversion  rights,  redemption privileges and liquidation preferences, as shall
be  stated  and  expressed  in  such  resolutions, all to the full extent now or
hereafter  permitted  by the laws of Florida. Without limiting the generality of
the foregoing, the resolutions providing for issuance of any series of Preferred
Stock  may  provide  that  such  series  shall be superior or rank equally or be
junior  to  the  Preferred  Stock of any other series to the extent permitted by
law. Except as otherwise provided by law, by these Articles of Incorporation, or
by  written  contracts,  no vote of the holders of the Preferred Stock or Common
Stock shall be a prerequisite to the issuance of any shares of any series of the
Preferred  Stock authorized by and complying with the conditions of the Articles
of Incorporation.

FIFTH:  In  furtherance of and not in limitation of powers conferred by statute,
------
it  is  further  provided  that:

     (a)     (1)     The  business  and  affairs  of  the  Corporation  shall be
managed under the direction of a Board of Directors, consisting of not less than
three  nor  more  than twelve Directors, the number of which shall be determined
from  time  to  time  by  resolution  adopted  by  affirmative  of a majority of

                                        2
<PAGE>

Directors  then in office. The Directors shall be classified with respect to the
time  for  which  they  shall  severally hold office by dividing them into three
classes, Class I, Class II, and Class III, each consisting as nearly as possible
of  one-third of the whole number of the Board of Directors. All Directors shall
hold  office  until  their  successors  are chosen and qualified, or until their
earlier  death,  resignation, disqualification or removal. At the first election
of  Directors  following  adoption  of this provision by the stockholders of the
Corporation, Class I Directors shall be elected for a term of one year; Class II
Directors  shall  be  elected  for  a term of two years; and Class III Directors
shall  be  elected  for  a  term  of  three  years;  and at each annual election
thereafter, successors to the Directors whose terms shall expire that year shall
be  elected to hold office for a term of three years, so that the term of office
of one class of Directors shall expire in each year. Any vacancy on the Board of
Directors that results from an increase in the number of Directors may be filled
by  the  affirmative vote of a majority of the Directors then in office, and any
other vacancy on the Board of Directors may be filled by the affirmative vote of
a majority of the Directors then in office, although less than a quorum, or by a
sole  remaining  Director.  Any Director elected to fill a vacancy not resulting
from an increase in the number of Directors shall serve for a term equivalent to
the  remaining  unserved  portion  of  the term of such newly elected Director's
predecessor.

               Notwithstanding the foregoing, whenever the holders of any one or
more  classes  or series of preferred stock issued by the Corporation shall have
the right, voting separately by class or series, to elect Directors at an annual
or  special  meeting  of  stockholders, the election, term of office, filling of
vacancies  and  other  features  of  such directorships shall be governed by the
terms  of  the  Articles of Incorporation applicable thereto, and such Directors
shall  not  be divided into classes pursuant to this Article FIFTH (a)(1) unless
expressly  provided  by  such  terms.

             (2)     Resignation or  Removal  of  Directors. Any director or the
                     --------------------------------------
entire Board of Directors may be removed for "Cause," as hereinafter defined, by
the  holders  of  a majority of the stock issued and outstanding and entitled to
vote  at an election of directors; provided, however, that the directors elected
by  a  particular  class  of stockholders may be removed only by the vote of the
holders  of  a  majority of the shares of such class. No director may be removed
without "Cause" by vote of the stockholders. Any director may resign at any time
by delivering a resignation in writing to the principal executive officer or the
secretary  or  to a meeting of the Board of Directors. Such resignation shall be
effective  upon receipt unless specified to be effective at some other time; and
without  in  either  case  the  necessity  of  its  being  accepted  unless  the
resignation  shall  so state. No director resigning and (except where a right to
receive  compensation  shall  be expressly provided in a duly authorized written
agreement  with  the  Corporation)  no  director removed shall have any right to
receive  compensation  as  such director for any period following the director's
resignation  or  removal,  or  any  right to damages on account of such removal,
whether the director's compensation be by the month or by the year or otherwise;
unless  in  the case of a resignation, the directors, or in the case of removal,
the  body  acting  on  the removal, shall in their or its discretion provide for
compensation. For purposes of this Section 4.16, "Cause" means:

                    (A)  willful  and  continued  material  failure,  refusal or
inability  to perform one's duties to the Corporation or the willful engaging in
gross misconduct materially and demonstrably damaging to the Corporation; or

                                        3
<PAGE>

                    (B)  conviction  for  any crime involving moral turpitude or
any  other illegal act that materially and adversely reflects upon the business,
affairs or reputation of the Company or on one's ability to perform one's duties
to the Corporation.

             (3)     Any  action  required  or  permitted  to  be  taken  by the
stockholders  of  the  Corporation  must  be effected at a duly called annual or
special  meeting  of  such  holders  and  may  not be effected by any consent in
writing  by  such holders. Special meetings of the stockholders, for any purpose
or  purposes,  unless  otherwise  prescribed  by  law  or  by  these Articles of
Incorporation,  may  be  called by the Chairman of the Board of Directors or the
President  and  shall  be called by the President or Secretary at the request in
writing  of  a  majority of the Board of Directors. Such request shall state the
purpose or purposes of the proposed meeting and business to be transacted at any
special meeting of the stockholders.

             (4)     No  amendment  to  the  Articles  of  Incorporation  of the
Corporation  shall amend, alter, or repeal any of the provisions of this Article
FIFTH  (a)  unless  the amendment effecting such amendment, alteration or repeal
shall  receive the affirmative vote of or consent of the holders of seventy-five
percent  (75%)  of  all shares of stock of the Corporation entitled to vote at a
meeting  of  stockholders  held  for  the  purpose  of voting on such amendment,
considered  for  the  purposes of this Article FIFTH as one class; provided that
this  paragraph  FIFTH  (a)(4) shall not apply to, and such seventy-five percent
(75%)  vote  shall  not  be  required for, any such amendment recommended to the
stockholders  pursuant  to  a  resolution  of the Board of Directors approved by
two-thirds  of  the  Continuing  Directors. For purposes of this paragraph FIFTH
(a)(4),  a  "Continuing Director" shall mean any Director of the Corporation who
is or becomes a Director on the date that this Article FIFTH is first adopted by
the  Corporation's  stockholders  or  any  Director elected by a majority of the
Continuing  Directors  then  in  office  to  succeed any Director or to fill any
vacancy  on  the  Board  of  Directors whether resulting from an increase in the
number of Directors or otherwise.

     (b)     Subject  to  any  applicable  requirements of law, the books of the
Corporation may be kept outside the State of Florida at such locations as may be
designated  by  the  Board  of  Directors  or in the By-Laws of the Corporation.

     (c)     The  Board of Directors may from time to time determine whether, to
what  extent, at what times and places and under what conditions and regulations
the  accounts,  books,  and records of the Corporation, or any of them, shall be
open  to  the  inspection of the stockholders, and no stockholder shall have any
right  to  inspect  any account, book, or document of the Corporation, except as
and  to  the  extent  expressly  provided  by  law  or  expressly  authorized by
resolution  of  the  Board  of  Directors.

     (d)     Except as provided to the contrary in the provisions establishing a
class  of  Stock, the number of authorized shares of such class may be increased
or  decreased  (but  not below the number of shares thereof then outstanding) by
the  affirmative  vote of a majority of the stock of the Corporation entitled to
vote,  voting  as  a  single  class.

     (e)     In  addition to the powers and authority herein or by law expressly
conferred  upon  them,  the  directors are hereby empowered to exercise all such
powers  and  do  all  such  acts  and  things as may be exercised or done by the

                                        4
<PAGE>

Corporation,  subject,  nevertheless, to the provisions of the laws of the State
of  Florida,  these  Articles  of  Incorporation  and any By-Laws adopted by the
stockholders;  provided,  however,  that  no  By-Laws  hereafter  adopted by the
stockholders  shall  invalidate  any prior act of the directors which would have
been  valid  if  such  By-Laws  had  not  been  adopted.

SIXTH:  The following provisions shall apply with respect to the indemnification
------
of,  and  advancement  of  expenses  to,  certain  parties  as  set forth below:

A.     INDEMNIFICATION.
       ---------------

     1.     Proceedings  Other  than  by or in the Right of the Corporation. The
            ----------------------------------------------------------------
Corporation  shall  indemnify each person who was or is a party or is threatened
to  be  made  a  party  to any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative or investigative (other than
an  action  by  or  in the right of the Corporation), by reason of the fact that
such  person  is  or  was, or has agreed to become, a director or officer of the
Corporation,  or is or was serving or has agreed to serve, at the request of the
Corporation,  as  a  director,  officer, or trustee of, or in a similar capacity
with, another corporation (including any partially or wholly owned subsidiary of
the  Corporation),  partnership,  joint  venture,  trust,  or  other  enterprise
(including any employee benefit plan) (each of such persons being referred to as
an  "Indemnitee"),  or  by  reason  of  any action alleged to have been taken or
omitted  in  such  capacity,  against  all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by  the Indemnitee or on the Indemnitee's behalf in connection with such action,
suit or proceeding and any appeal therefrom, if (A) the Indemnitee acted in good
faith  and  in  a  manner  the  Indemnitee  reasonably believed to be in, or not
opposed  to,  the  best interests of the Corporation and (B) with respect to any
criminal  action  or  proceeding,  the  Indemnitee  had  no  reasonable cause to
believe.  the  Indemnitee's conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo  contendere  or  its equivalent, shall not, of itself, create a presumption
that  the Indemnitee did not act in good faith, did not act in a manner that the
Indemnitee  reasonably  believed to be in, or not opposed to, the best interests
of  the  Corporation  or, with respect to any criminal action or proceeding, did
not have reasonable cause to believe that the Indemnitee's conduct was unlawful.
Notwithstanding  anything  to  the contrary in this Article SIXTH, except as set
forth in Section C.2. of this Article SIXTH, the Corporation shall not indemnify
an  Indemnitee  seeking indemnification in connection with a proceeding (or part
thereof)  initiated by the Indemnitee unless the initiation thereof was approved
by  the  Board  of  Directors  of  the  Corporation.

     2.     Proceedings  by  or in the Right of the Corporation. The Corporation
            ----------------------------------------------------
shall indemnify any Indemnitee who was or is a party or is threatened to be made
a  party  to  any  threatened,  pending or completed action or suit by or in the
right  of  the  Corporation  to procure a judgment in the Corporation's favor by
reason  of  the  fact  that the Indemnitee is or was, or has agreed to become, a
director  or  officer  of  the  Corporation, or is or was serving as a director,
officer  or  trustee  of;  or  in  a  similar capacity with, another corporation
(including  any  partially  or  wholly  owned  subsidiary  of  the Corporation),
partnership,  joint  venture, trust, or other enterprise (including any employee
benefit  plan), or by reason of any action alleged to have been taken or omitted
in  such  capacity, against all expenses (including attorneys' fees) and amounts
paid  in settlement actually and reasonably incurred by the Indemnitee or on the

                                        5
<PAGE>

Indemnitee's  behalf  in connection with such action, suit or proceeding and any
appeal  therefrom,  if  the  Indemnitee  acted in good faith and in a manner the
Indemnitee  reasonably  believed to be in, or not opposed to, the best interests
of  the  Corporation, except that no indemnification shall be made in respect of
any  claim,  issue or matter as to which the Indemnitee shall have been adjudged
to  be  liable  to the Corporation unless and only to the extent that a Court of
the  State  of  Florida  shall  determine  upon  application  that,  despite the
adjudication of such liability but in view of all the circumstances of the case,
the  Indemnitee is fairly and reasonably entitled to indemnity for such expenses
(including  attorneys'  fees)  that  the  Court  shall  deem  proper.

     3.     Expenses  of  Successful  Indemnitee.  Notwithstanding  any  other
            ------------------------------------
provision  of  this  Article  SIXTH,  to  the extent that an Indemnitee has been
successful,  on  the  merits  or  otherwise  (including  a  disposition  without
prejudice),  in defense of any action, suit or proceeding referred to in Section
A.1.  or  2.  of this Article SIXTH, or in defense of any claim, issue or matter
therein,  or  on appeal from any such action, suit or proceeding, the Indemnitee
shall  be  indemnified against all expenses (including attorneys' fees) actually
and  reasonably  incurred  by  the  Indemnitee  or on the Indemnitee's behalf in
connection  therewith.  Without  limiting  the foregoing, if any action, suit or
proceeding  is  disposed of, on the merits or otherwise (including a disposition
without prejudice), without (A) the disposition being adverse to the Indemnitee,
(B)  an  adjudication  that  the Indemnitee was liable to the Corporation, (C) a
plea  of  guilty  or nolo contendere by the Indemnitee, (D) an adjudication that
the  Indemnitee  did  not  act  in  good  faith  and  in a manner the Indemnitee
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Corporation,  and  (E) with respect. to any criminal proceeding, an adjudication
that the Indemnitee had reasonable cause to believe the Indemnitee's conduct was
unlawful,  the  Indemnitee  shall  be considered for the purposes hereof to have
been  wholly  successful  with  respect  thereto.

     4.     Partial  Indemnification.  If  any  Indemnitee is entitled under any
            ------------------------
provision  of  this  Section  A.  to  indemnification  by  the Corporation for a
portion,  but  not  all, of the expenses (including attorneys' fees), judgments,
fines  or  amounts  paid  in  settlement actually and reasonably incurred by the
Indemnitee  or  on  the  Indemnitee's  behalf  in  any  appeal  therefrom,  the
Corporation  shall  indemnify  the  Indemnitee  for the portion of such expenses
(including  attorneys'  fees), judgments, fines or amounts paid in settlement to
which  the  Indemnitee  is  entitled.

B.     ADVANCEMENT  OF  EXPENSES.
       -------------------------

     Subject  to  Section  C.2.  of  this  Article  SIXTH, in the event that the
Corporation  does  not assume a defense pursuant to Section C.1. of this Article
SIXTH  of any action, suit, proceeding or investigation of which the Corporation
receives  notice  under  this  Article SIXTH, any expenses (including attorneys'
fees)  incurred by an Indemnitee. in defending a civil or criminal action, suit,
proceeding  or  investigation  or  any  appeal  therefrom  shall  be paid by the
Corporation  in  advance  of  the  final  disposition  of such matter; provided,
however,  that the payment of such expenses incurred by an Indemnitee in advance
of  the  final  disposition of such matter shall be made only upon receipt of an
undertaking  by  or on behalf of the Indemnitee to repay all amounts so advanced
in  the  event that it shall ultimately be determined that the Indemnitee is not
entitled  to  be  indemnified  by  the Corporation as authorized in this Article
SIXTH. Any such undertaking by an Indemnitee shall be accepted without reference
to the financial ability of the Indemnitee to make such repayment.

                                        6
<PAGE>

C.     PROCEDURES.
       ----------

     1.     Notification  and  Defense of Claim. As a condition precedent to any
            ------------------------------------
Indemnitee's  right  to  be indemnified, the Indemnitee must promptly notify the
Corporation  in  writing  of  any  action,  suit,  proceeding,  or investigation
involving the Indemnitee for which indemnity will or may be sought. With respect
to any action, suit, proceeding, or investigation of which the Corporation is so
notified,  the  Corporation  will  be entitled to participate therein at its own
expense  and/or  to  assume.  the defense thereof at its own expense, with legal
counsel  reasonably  acceptable to the Indemnitee, provided that the Corporation
shall  not  be  entitled,  without  the consent of the Indemnitee, to assume the
defense  of  any  claim  brought  by or in the right of the Corporation or as to
which  counsel for the Indemnitee shall have reasonably concluded that there may
be  a  conflict  of  interest  or  position on any significant issue between the
Corporation  and  the  Indemnitee  in  the conduct of the defense of such claim.
After notice from the Corporation to the Indemnitee of its election so to assume
such  defense,  the  Corporation  shall  not be liable to the Indemnitee for any
legal  or  other  expenses subsequently incurred by the Indemnitee in connection
with  such  claim,  other  than  as provided in this Section C.1. The Indemnitee
shall  have  the right to employ the Indemnitee's own counsel in connection with
such claim, but the fees and expenses of such counsel incurred after notice from
the Corporation of its assumption of the defense thereof shall be at the expense
of  the  Indemnitee  unless  (A) the employment of counsel by the Indemnitee has
been authorized by the Corporation, (B) counsel to the Indemnitee has reasonably
concluded  that  there  may  be  a  conflict  of  interest  or  position  on any
significant  issue  between the Corporation and the Indemnitee in the conduct of
the  defense  of  such  action  or  (C) the Corporation has not in fact employed
counsel  to  assume  the defense of such action, in each of which cases the fees
and  expenses  of  counsel  for  the  Indemnitee  shall be at the expense of the
Corporation  except  as  otherwise  expressly  provided  by  this Article SIXTH.

     2.     Requests  and  Payment.  In  order  to  obtain  indemnification  or
            ----------------------
advancement  of  expenses  pursuant  to  this Article SIXTH, an Indemnitee shall
submit  to  the  Corporation  a  written  request  therefor, which request shall
include  documentation  and  information  as  is  reasonably  available  to  the
Indemnitee  and  is reasonably necessary to determine whether and to what extent
the  Indemnitee  is  entitled to indemnification or advancement of expenses. Any
such  indemnification  or advancement of expenses shall be made promptly, and in
any  event  within  sixty  days  after receipt by the Corporation of the written
request  of  the  Indemnitee, unless with respect to requests under Section A.1,
A.2.,  or  B.  of  this  Article SIXTH, the Corporation determines, by clear and
convincing  evidence,  within such sixty-day period, that any Indemnitee did not
meet  the  applicable  standard  of conduct set forth in Section A.1. or A.2. of
this  Article  SIXTH. Such determination shall be made in each instance by (A) a
majority  vote of the directors of the Corporation consisting of persons who are
not  at  that  time  parties  to  the  action,  suit  or  proceeding in question
("disinterested directors"), even though less than a quorum, (B) a majority vote
of  a  quorum of the outstanding shares of capital stock of all classes entitled
to vote for directors, which quorum shall consist of stockholders who are not at
that  time parties to the action, suit, proceeding or investigation in question,
(C)  independent  legal  counsel  (who  may  be  regular  legal  counsel  to the
Corporation),  or  (D)  a  court  of  competent  jurisdiction.

                                        7
<PAGE>

     3.     Remedies.  The  right  of  an  Indemnitee  to  indemnification  or
            --------
advancement  of  expenses pursuant to this Article SIXTH shall be enforceable by
the Indemnitee in any court of competent jurisdiction if the Corporation denies,
in whole or in part, a request of an Indemnitee in accordance with the preceding
Paragraph  2.  or  if no disposition thereof is made within the sixty-day period
referred  to in the preceding Paragraph 2. Unless otherwise provided by law, the
burden  of  proving  that  an  Indemnitee  is not entitled to indemnification or
advancement  of  expenses  pursuant  to  this  Article  SIXTH  shall  be  on the
Corporation. Neither the failure of the Corporation to have made a determination
prior  to  the commencement of such action that indemnification is proper in the
circumstances because the Indemnitee has met any applicable standard of conduct,
nor an actual determination by the Corporation pursuant to the preceding Section
C.2.  that the Indemnitee has not met such applicable standard of conduct, shall
be  a  defense to the action or create a presumption that the Indemnitee has not
met  the  applicable  standard  of conduct. The Indemnitee's expenses (including
attorneys'  fees)  incurred  in  connection  with  successfully establishing the
Indemnitee's  right  to  indemnification,  in  whole  or  in  part,  in any such
proceeding  shall  also  be  indemnified  by  the  Corporation.

D.     RIGHTS  NOT  EXCLUSIVE.
       ----------------------

     The  right  of an Indemnitee to indemnification and advancement of expenses
pursuant to this Article SIXTH shall not be deemed exclusive of any other rights
to  which  the  Indemnitee  may be entitled under any law (common or statutory),
agreement,  vote  of stockholders or disinterested directors, or otherwise, both
as to action in the Indemnitee's official capacity and as to action in any other
capacity  while  holding office for the Corporation, and shall continue as to an
Indemnitee  who  has  ceased  to serve in the capacity with respect to which the
Indemnitee's  right  to  indemnification or advancement of expenses accrued, and
shall  inure  to the benefit of the estate, heirs, executors, and administrators
of  the  Indemnitee.  Nothing contained in this Article SIXTH shall be deemed to
prohibit,  and  the  Corporation  is  specifically  authorized  to  enter  into,
agreements  with  officers  and  directors  providing indemnification rights and
procedures  supplemental  to  those  set  forth  in  this  Article  SIXTH.  The
Corporation  may,  to  the  extent  authorized from time to time by its Board of
Directors,  grant  indemnification  rights  to  other employees or agents of the
Corporation  or  other  persons  serving  the Corporation and such rights may be
equivalent  to,  or greater or less than, those set forth in this Article SIXTH.
In  addition,  the  Corporation  may  purchase  and  maintain  insurance, at its
expense,  to  protect itself and any director, officer, employee or agent of the
Corporation  or  another  corporation  (including  any partially or wholly owned
subsidiary  of  the  Corporation),  partnership,  joint  venture, trust or other
enterprise  (including any employee benefit plan) against any expense, liability
or  loss  incurred by such a person in any such capacity, or arising out of such
person's  status as such, whether or not the Corporation would have the power to
indemnify  such person against such expense, liability or loss under the laws of
the  State  of  Florida.

E.     SUBSEQUENT  EVENTS.
       ------------------

     1.     Amendments of Article or Law. No amendment, termination or repeal of
            ----------------------------
this  Article SIXTH or of any relevant provisions of the Florida Statutes or any
other  applicable  law  shall  affect  or  diminish in any way the rights of any
Indemnitee  to  indemnification  under the provisions of this Article SIXTH with
respect  to  any  action,  suit,  proceeding, or investigation arising out of or
relating to any actions, transactions, or facts occurring prior to the effective
date  of  such  amendment,  termination  or  repeal. If the Florida Statutes are

                                        8
<PAGE>

amended  after  adoption  of  this  Article  SIXTH  to  expand  further  the
indemnification  permitted  to  any  Indemnitee,  then  the  Corporation  shall
indemnify the Indemnitee to the fullest extent permitted by the law of the State
of  Florida, as so amended, without the need for any further action with respect
to this Article SIXTH.

     2.     Merger  or  Consolidation.  If  the  Corporation  is  merged into or
            --------------------------
consolidated  with  another corporation and the Corporation is not the surviving
corporation,  the  surviving  corporation  shall  assume  the obligations of the
Corporation  under  this  Article  SIXTH  with  respect  to  any  action,  suit,
proceeding  or  investigation  arising  out  of  or  relating  to  any  actions,
transactions  or  factors  occurring  prior  to  the  date  of  such  merger  or
consolidation.

F.     INVALIDATION.
       ------------

     If any or all of the provisions of. this Article SIXTH shall be invalidated
on any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless  indemnify each Indemnitee as to any expenses (including attorneys'
fees),  judgments,  fines, and amounts paid in settlement in connection with any
action,  suit,  proceeding  or  investigation,  whether  civil,  criminal  or
administrative,  including  an  action by or in the right of the Corporation, to
the  fullest  extent permitted by any applicable provision of this Article SIXTH
that  shall not have been invalidated and to the fullest extent permitted by the
laws  of  the  State  of  Florida  or  any  other  applicable  law.

G.     DEFINITIONS.
       -----------

     Unless  defined elsewhere in these Articles of Incorporation, any term used
in  this Article SIXTH and defined in the Act shall have the meaning ascribed to
such  term  in  the  Act.

SEVENTH:  Whenever  a  compromise  or  arrangement  is  proposed  between  this
--------
Corporation  and  its  creditors  or  any  class  of  them  and/or  between this
Corporation  and  its  stockholders or any class of them, any court of equitable
jurisdiction  within  the  State of Florida may, on the application in a summary
way  of  this  Corporation  or  of any creditor or stockholder thereof or on the
application  of  any  receiver or receivers appointed for this Corporation under
the  provisions  of  the  Florida  Statutes or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of the Florida Statutes order a meeting of the creditors or class
of  creditors,  and/or  of  the  stockholders  or  class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs.  If  a  majority  in  number representing three-fourths in value of the
creditors  or  class  of  creditors,  and/or  of  the  stockholders  or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement  and  to  any reorganization of this Corporation as a consequence of
such  compromise or arrangement, the said compromise or arrangement and the said
application  has  been reorganization shall, if sanctioned by the court to which
the  said application has been made, be binding on all the creditors or class of
creditors,  and/or  on  all  the  stockholders or class of stockholders, of this
Corporation,  as  the  case  may  be,  and  also  on  this  Corporation.

                                        9
<PAGE>

EIGHTH:  No  director  of  the  Corporation  shall  be  personally liable to the
------
Corporation  or  to  any of its stockholders for monetary damages arising out of
such  director's  breach  of  fiduciary  duty  as a director of the Corporation,
except to the extent that the elimination or limitation of such liability is not
permitted  by  the  Act,  as  the  same  exists or may hereafter be amended.  No
amendment  to or repeal of this ARTICLE EIGHTH shall apply to or have any effect
on  the liability or alleged liability of any director of the Corporation for or
with  respect  to  any acts or omissions of the director occurring prior to such
amendment  or  repeal.

NINTH:  The  Corporation  reserves  the right to amend, alter, change, or repeal
-----
any  provision contained in these Articles of Incorporation in the manner now or
hereafter  prescribed  by  statute  and these Articles of Incorporation, and all
rights  conferred  upon  stockholders  herein  are  granted  subject  to  this
reservation.  Notwithstanding  the  foregoing, any other provision of law, these
Articles  of  Incorporation  or the By-Laws, and notwithstanding the fact that a
lesser  percentage  may be specified by law, the affirmative vote of the holders
of  at  least  seventy-five  percent (75%) of the shares of capital stock of the
corporation  issued  and  outstanding  and entitled to vote shall be required to
amend  or  repeal, or to adopt any provision inconsistent with, Article FIFTH or
Article  NINTH  of  these  Articles  of  Incorporation.

     IN  WITNESS WHEREOF, the undersigned has executed, signed, and acknowledged
these  Articles  of  Incorporation  this        day  of             ,  2006.
                                        --------       -------------


                                    --------------------------------------------
                                    Name:  Charles  G.  Masters
                                    Title: President and Chief Executive Officer

ATTEST:

------------------------------------

Name:
     -------------------------------

Title:
      ------------------------------

                                       10
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>5
<FILENAME>ex99-5.txt
<DESCRIPTION>AUDITOR'S LETTER
<TEXT>
EXHIBIT 99.5     AUDITOR'S LETTER

Radin, Glass & Co., LLP
Certified Public Accountants
360 Lexington Avenue
New York, NY 10017
212-557-7505
Fax: 212-557-7591



February 8,  2006

Securities  and  Exchange  Commission
450  Fifth  Street,  N.W.
Washington,  D.C.  20549

Ladies  and  Gentlemen:

We  have read the attached disclosure to Cytation Corporation's Definitive
Schedule 14C, to be filed with the United States Securities and Exchange
Commission on February 13, 2006, and are in agreement with the statements
contained in the first three paragraphs under "Change in Registrant's Certifying
Accountant."  We have no basis to agree or disagree with other statements of the
Registrant contained in the Definitive Schedule 14C.


By:     /s/ Helen R. Liao
        -----------------

Name:   Helen R. Liao
        -----------------

Title:  Partner
        -----------------


Radin, Glass & Co., LLP
Certified Public Accountants

<PAGE>

ATTACHMENT:     DISCLOSURE EXCERPT FROM SCHEDULE 14C

CHANGE  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     Effective  as of  January 20, 2006, Radin, Glass & Co., LLP resigned as the
Company's  auditors.  The  reports  of  Radin, Glass & Co., LLP on the Company's
consolidated financial statements for the  fiscal  year  ended December 31, 2004
(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,  except  for  an explanatory  paragraph  relating to the
Company's  ability to continue as a going concern.  During the Audit Period, the
interim  period  through  September 30, 2005, and the interim period through the
effective  date  of  resignation  (the  "Interim  Periods"),  there  were  no
disagreements  with  Radin,  Glass  &  Co.,  LLP  on  any  matter of  accounting
principles  or  practices,  financial  statement  disclosure, or auditing  scope
or  procedure,  which  disagreements,  if  not  resolved to the satisfaction  of
Radin,  Glass  & Co., LLP,  would  have  caused  it to make reference thereto in
its  reports  on  the  Company's  consolidated  financial  statements  for  such
years.

     During  the  Audit  Period  and  Interim Periods,  the  Company  has had no
reportable  events  as  defined  in  Item  304(a)(1)(iv)  of  Regulation  S-K.

     The  Company  has  provided  Radin,  Glass  &  Co.,  LLP with a copy of the
foregoing  disclosures  and  has  requested,  pursuant  to  the  rules  of  the
United  States  Securities  and Exchange  Commission  (the  "Commission"),  that
Radin,  Glass  &  Co., LLP provide the Company with a letter  addressed  to  the
Commission  stating  whether  Radin,  Glass  &  Co.,  LLP  agrees  with  the
statements  set  forth  in herein and, if not, stating the respects in which  it
does  not  agree.  A copy of the letter from Radin, Glass & Co., LLP is attached
as  Exhibit  99.5  hereto.

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>6
<FILENAME>ex99-6.txt
<DESCRIPTION>SUMMARY OF TERMS
<TEXT>
EXHIBIT 99.6


                                SUMMARY OF TERMS
                                ----------------


ACQUIRER:      DeerValley  Acquisitions,  Corp.,  a  Florida  corporation  and a
               wholly-owned  subsidiary  of  Cytation  Corporation,  a  Delaware
               corporation

ACQUIRED
COMPANY:       Deer  Valley  Homebuilders,  Inc., an Alabama corporation


FORM  OF
ACQUISITION:    Acquisition  of  100%  of  the  issued  and  outstanding capital
                stock of Deer Valley Homebuilders, Inc.


PURCHASE
PRICE:         $6,000,000  cash  paid  at  closing.  Up  to  an  additional
               $6,000,000  may be paid to the former shareholders of Deer Valley
               Homebuilders,  Inc.  pursuant  to  an  earn-out  agreement  (the
               "Deferred  Purchase  Price"). The Deferred Purchase Price is paid
               over a five year term and is based upon the financial performance
               of Deer Valley Homebuilders, Inc.

MANAGEMENT:    Pursuant  to  long  term  Employment  Agreements,  the  existing
               management  of  Deer  Valley  Homebuilders, Inc. will continue to
               manage  the  day  to  day operations of Deer Valley Homebuilders,
               Inc.

PURCHASE
AGREEMENT:     The  Purchase  Agreement  provides  for  standard representations
               and  warranties  as to the condition of Deer Valley Homebuilders,
               Inc.


DESCRIPTION OF
BUSINESS:      Deer  Valley  Homebuilders,  Inc.  was  founded in January, 2004,
               and is a manufacturer of factory built homes for the southeastern
               and south central housing markets in the United States. As of the
               date  of  this  closing, it manufactured all of our factory built
               homes  from  a  single  manufacturing  facility  located in Guin,
               Alabama.  As  of  the  date  of  the  closing,  it  was  selling
               manufactured  homes  in  14  states  through  our  network  of
               independent dealers and retail centers.

LOCATION:      Deer  Valley  has  its  business  offices located at 205 Carriage
               Street, P.O. Box 310, Guin, Alabama 33563.

ADDITIONAL
INFORMATION:   For  more  information,  see,  "DESCRIPTION  OF  BUSINESS"  under
               "CHANGE  IN CONTROL AND ACQUISITION" in the Information Statement
               to which this Exhibit 99.6 is attached.

<PAGE>

</TEXT>
</DOCUMENT>
</SUBMISSION>
