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<SEC-DOCUMENT>0000000000-06-018890.txt : 20061130
<SEC-HEADER>0000000000-06-018890.hdr.sgml : 20061130
<ACCEPTANCE-DATETIME>20060421180218
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-06-018890
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060421

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DEER VALLEY CORP
		CENTRAL INDEX KEY:			0000095047
		STANDARD INDUSTRIAL CLASSIFICATION:	MOBILE HOMES [2451]
		IRS NUMBER:				205256635
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		4902 EISENHOWER BLVD.
		STREET 2:		SUITE 185
		CITY:			TAMPA
		STATE:			FL
		ZIP:			33634
		BUSINESS PHONE:		813-885-5998

	MAIL ADDRESS:	
		STREET 1:		4902 EISENHOWER BLVD.
		STREET 2:		SUITE 185
		CITY:			TAMPA
		STATE:			FL
		ZIP:			33634

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CYTATION CORP
		DATE OF NAME CHANGE:	20010626

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COLLEGELINK COM INCORP
		DATE OF NAME CHANGE:	19991122

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CYTATION COM INC
		DATE OF NAME CHANGE:	19990318
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

MAIL STOP 7010

									April 21, 2006

Charles G. Masters
Chief Executive Officer
Cytation Corp.
4902 Eisenhower Blvd., Suite 185
Tampa, FL 33634

RE:	Cytation Corporation
	Information Statement on Schedule 14C
	Filed April 7, 2006
	File No. 0-05388
	Form 10-KSB for year ended December 31, 2005
	Form 8-K filed February 21, 2006

Dear Mr. Masters:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  We welcome any questions you may
have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

General

1. Please ensure that all changes are appropriately marked in your
next amendment and include page numbers on the information
statement.

2. We partially reissue comment 8 of our March 1, 2006 letter.  It
does not appear that you have disclosed any negotiations,
transactions, or material contacts during the past two years
between
you and Deer Valley as required by Item 1005(b) of Regulation M-A.

Management

3. We reissue comment 14 of our March 1, 2006 letter.  It does not
appear that the changes you state where made are actually
reflected
in the information statement.  Please revise.




Additional Warrant, page 39

4. We note your response to comment 17 of our March 1, 2006
letter.
However, it does not appear that the common stock underlying the
Series D warrant is reflected in the Beneficial Ownership table.
Audit Fees

5. Please disclose the aggregate fees billed for the past two
fiscal
years as required by Item 9(e)(1) of Schedule 14A.  We note that
you
have done so only for fiscal year 2005.

Manufactured Homes - Industry Overview

6. We note your response to comment 20 of our March 1, 2006
letter.
However, it does not appear that you have revised the information
statement as indicated in your response letter.  Please revise.

Property

7. Please clarify the current status of all of your manufacturing
facilities and ensure consistent disclosure throughout the
information statement.  In particular, we note the discussion of
the
Sulligent Property.  You state here and the Manufacturing
Operations
section that Deer Valley has two manufacturing facilities but
assert
in the Description of Business section that you manufacture all
your
factory built homes out of a single facility located in Guin,
Alabama.  This also appears to contradict the Property section,
which
states that the Sulligent plant opened in February 2006 and the
Management`s Discussion and Analysis section discussion stating
that
you produce 12 floors per week at the Sulligent facility.  Please
advise.

Capital Structure

8. We have reviewed your response to comment 22.  Please provide
us
with a detailed analysis as to why you believe it is appropriate
to
classify your convertible preferred stock as equity rather than as
a
liability.  Specifically, your response should address each
criteria
presented in paragraphs 12-32 of EITF 00-19.  Please also address
why
the warrants and the conversion features should be classified as
equity, rather than as liabilities and why neither the warrants
nor
any embedded conversion feature represent a derivative.  Do the
warrants permit or require cash settlement?  Do the warrants
contain
a cashless exercise option?  What remedies do the holders of the
preferred stock have in the event the shares are not registered?

9. Please disclose the stated redemption date, if any, of your
preferred stock.





Options and Warrants Convertible into Common Shares

10. We have reviewed your response to comment 23.  It appears that
the Class D warrants have a seven-year life instead of a five-year
life.  Please revise or advise.  In addition, please tell us how
you
concluded that volatility of ten percent was appropriate.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Liquidity and Capital Resources

11. We have reviewed your response to comment 30.  You disclose
that
you made distributions to shareholders of $1,125,000 in 2005 and
$598,158 in 2004.  It is unclear how these amounts are presented
in
your statements of cash flows as the amounts shown in your
statements
of cash flows appear to be different.  Please clarify.

Exhibits

12. Please file as an exhibit your Series A, Series B, and Series
C
preferred stock agreements.

Exhibit 99.1

Cytation Corporation Financial Statements

General

13. We have reviewed your response to comment 45.  Please include
your revised disclosures within Cytation`s financial statements
regarding how you will account for the employment agreements and
the
price adjustment target accounts.  Please tell us whether you are
recognizing the price adjustment target accounts as a purchase
price
allocation or a period expense.  Tell us the accounting literature
you referenced to support your conclusion and how you applied that
literature.  Refer to paragraphs 25 to 28 of SFAS 141 and EITF 95-
8.

Audit Report of Independent Registered Public Accounting Firm,
page
F-1 and F-2

14. Please make arrangements with your auditors to remove the
reference to "auditing" standards of the Public Company Accounting
Oversight Board (United States).  You should only reference the
standards of the Public Company Accounting Oversight Board (United
States).

Statements of Changes in Stockholders` Deficit, page F-5

15. Please retroactively reflect your 2-for-1 stock dividend
declared
on November 14, 2005.  In addition, please update your disclosures
throughout the filing to reflect the retroactive treatment,
including
your presentation of the historical weighted average common shares
outstanding in your pro forma statement of operations.  Refer to
SAB
Topic 4:C and paragraphs 11 and 13 of Chapter 7 of ARB 43.
Exhibit 99.3
Deer Valley Homebuilders Financial Statements
Balance Sheets, page 3

16. We have reviewed your response to comment 38.  Your
presentation
for the year ended December 31, 2004 indicates that you had 1,000
shares issued and outstanding.  However, you also held sixty
shares
in treasury stock.  As such, it appears that you had 1,000 shares
issued and 940 shares outstanding at December 31, 2004 and 940
shares
issued and outstanding at December 31, 2005.  Please revise or
advise.

Statement of Stockholders` Equity, page 5

17. We have reviewed your response to comment 39.  Please include
a
column that shows the changes during each period in the number of
shares held as treasury stock.

Note 1 - Incomes Taxes, page 8

18. We have reviewed your response to comment 41.  Please note
that
your election on January 18, 2006 to be a C-Corp appears to be
effective for the full year of 2006.  As such, please tell us why
you
did not record the adjustment for undistributed retained earnings
to
APIC as of December 31, 2005.

Note 9 - Repurchase Agreements, page 13

19. We have reviewed your response to comment 43.  Your disclosure
now states that you have a reserve of $35,000 and $3,500 for
future
repurchase losses as of December 31, 2005 and 2004.  Our comment,
however, specifically addressed the fact that you do not record
liabilities related to the total of your repurchase agreements.
Please tell us why you believe your treatment of not recording
liabilities related to your repurchase agreements complies with
FIN
45.

Exhibit 99.4

General

20. Please help us understand why you are presenting a column in
your
pro-forma financial statements relating to Deer Valley
Acquisitions,
Corp.  If Deer Valley Acquisitions is a wholly-owned subsidiary of
Cytation Corp. already, as you disclose, we would assume that the
financial results of Deer Valley Acquisitions would be included
within Cytation`s results.  Please revise or advise.

Pro Forma Balance Sheet as of December 31, 2005

21. We have reviewed your response to comment 32.  You disclose in
adjustment (2) that 745,626 shares of Series A preferred stock
were
issued in connection with the acquisition.  However, you disclose
in
"Change in Control and Acquisition" that you issued 520,274 shares
of
Series A preferred stock.  You also disclose in the subsequent
events
footnote of the financial statements for Cytation, Deer Valley
Homebuilders, and Deer Valley Acquisition that you issued
7,456,215
shares of Series A preferred stock.  Please revise to ensure that
your disclosure regarding the number of shares issued is
consistent
throughout the filing.

22. Regarding adjustment (3), please tell us why you believe it is
appropriate to treat merger related expenses as a reduction in
APIC
instead of including these expenses as a component of the
acquisition
price.  See paragraph 24 of SFAS 141.  In addition, please tell us
in
detail what legal fees and investment banking fees you have
included
as a reduction in APIC and why that treatment is appropriate.

23. Please present the purchase price adjustments in a separate
column from the other pro forma adjustments.  The purchase price
adjustments should include the cash paid for the acquisition, the
goodwill and other intangible assets recorded, any changes in the
basis of assets and liabilities acquired, and the removal of the
stockholders` equity accounts of the acquired entities.

24. It appears that you have recorded goodwill in the amount of
$3,236,994 in connection with the acquisition of Deer Valley.
Please
tell us what consideration you gave to the value of identifiable
intangible assets such as, but not limited to, customer lists,
customer contracts and production backlog.  Please refer to
paragraph
39 of SFAS 141 and paragraphs A10 through A28 of Appendix A to
SFAS
141.

25. Regarding adjustment (8), please tell us why you believe it is
appropriate to record the income tax payable adjustment in your
pro
forma balance sheet based on 2005 earnings alone.  What
consideration
did you give to paragraphs 17 to 25 of SFAS 109?

Pro Forma Consolidated Statements of Operations

26. We have reviewed your response to comment 37.  It is unclear
how
you are treating the warrants you have issued in computing your
pro
forma diluted earnings per share.  Please disclose how you have
treated the following issuances of warrants in your computation of
diluted earnings per share:
* Series A common stock purchase warrants
* Series B common stock purchase warrants
* Series C common stock purchase warrants
* Series D common stock purchase warrants
* Series BD-1 common stock purchase warrants
* Series BD-2 common stock purchase warrants
* Series BD-3 common stock purchase warrants
See paragraphs 10 and 13 of SFAS 128.

27. You currently present pro forma statements of operations for
the
years ended December 31, 2005 and 2004.  Please present the pro
forma
statement of operations for the year ended December 31, 2005 only.
See Rule 11-02(c)(2)(i) of Regulation S-X.

28. You disclose in "Capital Structure" that holders of Series A
preferred stock are entitled to receive a dividend at a rate per
annum equal to seven percent.  Please tell us how you are going to
account for the dividends on the Series A preferred stock.  See
SAB
Topic 6:B.  Also, tell us what consideration you gave to including
the effect of the dividends in your pro forma statement of
operations.

29. Please help us understand why you are adding the weighted
average
common shares outstanding of Cytation, Deer Valley Homebuilders,
and
Deer Valley Acquisitions in order to calculate your total weighted
average common shares outstanding.

30. Please reconcile in a footnote the historical weighted average
common shares outstanding to the pro forma weighted average common
shares outstanding for both your basic and diluted earnings per
share
computations.

31. Please reconcile in a footnote your pro forma basic earnings
per
share to your pro forma diluted earnings per share.

FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2005

General

32. Please address the above comments in your Form 10-KSB and
interim
filings as well.

FORM 8-K/A FILED FEBRUARY 21, 2006

General

33. We have reviewed your response to comment 46.  Please tell us
when you plan to amend your Form 8-K.


Closing Comment

      Please contact Jeffrey Gordon, Staff Accountant, at (202)
551-
3866 or Rufus Decker, Accounting Branch Chief, at (202) 551-3769
with
any questions on the financial statements.  Please contact Craig
Slivka, Staff Attorney, at (202) 551-3729 or in his absence Chris
Edwards, Special Counsel, at (202) 551-3742 with any other
questions.

      Sincerely,


  								Pamela A. Long
  								Assistant Director

cc:	Brent A. Jones, Esq.
	(813) 223-9620
Charles G. Masters
Cytation Corp.
Page 1 of 7



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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