EXHIBIT 99.1


                              CYTATION CORPORATION
                              FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)


TABLE OF CONTENTS:

AUDIT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM - WHEELER, HERMAN, HOPKINS & LAGOR, PA                                  F-1

AUDIT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -
RADIN, GLASS & CO., LLP                                                      F-2

FINANCIAL STATEMENTS:

BALANCE SHEET AS OF DECEMBER 31, 2005 AND 2004                               F-3

STATEMENT OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2005
AND 2004                                                                     F-4

STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31,
2005 AND 2004                                                                F-5

STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2005
AND 2004                                                                     F-6

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          F-7-F-12














<PAGE>

                              CYTATION CORPORATION
                              FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)


          AUDIT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The  Board  of  Directors  and  Stockholders
Cytation  Corporation
Tampa,  Florida

We  have  audited  the accompanying balance sheets of Cytation Corporation as of
December  31,  2005  and  the  related  statements  of  operations,  changes  in
stockholders'  deficit,  and cash flow 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  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.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  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  Cytation  Corporation at
December  31, 2005, and the results of its operations and its cash flows for the
year  then ended, in conformity with accounting principles generally accepted in
the  United  States.


/s/ Wheeler, Herman, Hopkins & Lagor, PA

Wheeler, Herman, Hopkins & Lagor, PA
Certified Public Accountants
Tampa, Florida
March 24, 2006

                                     F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     February 25, 2005

The Board of Directors and Stockholders
Cytation Corporation
Bristol, RI

We  have  audited  the accompanying balance sheets of Cytation Corporation as of
December  31, 2004 and 2003 and the related statements of operations, changes in
stockholders'  equity  (deficit), and cash flow for the years 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  audits.

We  conducted  our  audits  in  accordance  with 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.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audits  provide  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  Cytation  Corporation at
December 31, 2004 and 2003, and the results of its operations and its cash flows
for  the  years  then  ended, in conformity with accounting principles generally
accepted  in  the  United  States.

The  accompanying financial statements for the year ended December 31, 2004 have
been  prepared  assuming  that the Company will continue as a going concern.  As
discussed  in  Note  1  to  the  financial  statements, the Company has suffered
operating  losses  and has a net capital deficiency that raise substantial doubt
about its ability to continue as going concern.  Management's plans in regard to
these  matters  are  also  described in Note 1.  The financial statements do not
include  any adjustments that might result form the outcome of this uncertainty.



/s/  Radin  Glass  &  Co.,  LLP
Certified  Public  Accountants
New  York,  NY

                                     F-2
<PAGE>

<TABLE>
<CAPTION>
                                 CYTATION CORP
                              Cytation Corporation
                                 Balance Sheet
                        As of December 31, 2005 and 2004


                                     ASSETS
                                                               2005         2004
<S>                                                            <C>           <C>
CURRENT ASSETS:
   Cash                                                   $       220   $    65,644
   Notes receivable, stockholder                                    -        10,113
   Notes receivable, other                                          -         5,000
   Prepaid expenses and other current assets                        -         8,706

      Total Current Assets                                        220        89,463

 PROPERTY AND EQUIPMENT, Net                              $         -   $     4,496

 OTHER ASSETS:
   Security deposit                                       $         -   $     1,800
   Investment                                                       -        59,718
      Total Other Assets                                            -        61,518

      TOTAL ASSETS                                        $       220   $   155,477
                                                           ==========   ===========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES:
   Accounts payable and accrued expenses                  $    48,416   $    92,306
   Notes payable and accrued interest                          90,500       120,228

      Total Current Liabilities                               138,916       212,534

 STOCKHOLDERS' EQUITY(DEFICIT):
   Common stock, $0.001 par value, 2,000,000 shares
   authorized, 982,662 and 872,330 shares issued and
   outstanding respectively                                       982           872
   Additional paid-in capital                              32,723,371    32,608,015
   Shares Subscribed (not issued)                             (23,500)            -
   Accumulated deficit                                    (32,839,549)   (32,665,944)

      Total Stockholders' Deficit                            (138,696)       (57,057)

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT         $       220   $    155,477
                                                          ===========   ============

</TABLE>

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

                                     F-3
<PAGE>

<TABLE>
<CAPTION>

CYTATION CORP


                                 Cytation Corporation
                                Statements of Operations


                                                                   For the Years Ended December
                                                                               31,
                                                                      2005            2004
<S>                                                                    <C>              <C>

REVENUE
 Consulting revenue - cash                                          $  59,114         $  86,900
 Consulting revenue - non cash                                              -           153,468
TOTAL REVENUE                                                          59,114           240,368

COST OF REVENUE                                                         1,738           746,896

GROSS PROFIT                                                           57,376          (506,528)

OPERATING EXPENSES:
   Depreciation                                                         1,037             3,857
   Selling, general and administrative                                246,533           367,007

     TOTAL OPERATING EXPENSES                                         247,570           370,864

     OPERATING INCOME/(LOSS)                                         (190,194)         (877,392)

OTHER INCOME (EXPENSES)
   Gain on sale and distribution of investment                         31,902           187,976
   Loss on sale of property and equipment                              (4,270)                -
   Loss on termination of ARE agreement                                (5,000)                -
   Interest income (expenses), net                                     (6,043)           (5,298)
   Other Income                                                             -                 -

     TOTAL OTHER INCOME                                                16,589           182,678

     INCOME/(LOSS) BEFORE INCOME TAXES                               (173,605)         (694,714)

INCOME TAX EXPENSE                                                          -             1,975

     NET LOSS                                                        (173,605)        $(696,689)
                                                                    =========         =========
Net (Loss) Income Per Share (Basic)                                 $   (0.18)        $   (0.87)
Net (Loss) Income Per Share (Fully Diluted)                         $   (0.18)        $   (0.87)
                                                                    =========         =========
Weighted Average Common Shares Outstanding                            944,303           799,830
Weighted Average Common and Common Equivalent Shares Outstanding      944,303           799,830
                                                                    =========         =========
</TABLE>



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

                                     F-4
<PAGE>

<TABLE>
<CAPTION>


CYTATION CORP

                                                              Cytation  Corporation
                                                    Statements of Changes in Stockholders' Deficit
                                                    For The Years Ended December 31, 2005 and 2004

                                              Common Stock            Additional        Shares        Accumulated
                                          Shares        Amount         Paid-in        Subscribed        Deficit
                                                                       Capital           For                              Total
 <S>                                       <C>            <C>            <C>             <C>              <C>              <C>
 Balance - December 31, 2003             582,330         $582         $33,118,610                     $(31,969,255)    $1,149,937

 Exercise of options                      50,000           50                 (25)                               -             25
 Issuance of common stock for services   240,000          240              71,760                                -         72,000
 Distributions - non cash                                   -            (582,330)                               -       (582,330)
 Net loss                                                   -                   -                         (696,689)      (696,689)

 Balance - December 31, 2004            872,330          $872         $32,608,015                     $(32,665,944)      $(57,057)

 Exercise of options                          -             -                   -                                -              -
 Issuance of common stock               110,332           110             115,356                                -        115,466
 Shares subscribed (not issued)               -             -                   -       (23,500)                 -        (23,500)
 Net loss                                                   -                   -                         (173,605)      (173,605)

 Balance - December 31, 2005            982,662          $982         $32,723,371      $(23,500)      $(32,839,549)     $(138,696)

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

</TABLE>

                                     F-5
<PAGE>

<TABLE>
<CAPTION>

                              Cytation Corporation
                            Statements of Cash Flows



                                                                 For the Years Ended December 31,
                                                                      2005              2004
<S>                                                                   <C>                <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                              $  (173,605)     $  (696,689)
   Adjustments to reconcile net income (loss) to net cash used
   in operating activities:
      Depreciation                                                      1,036            3,856
      Non-cash consulting income                                       64,830         (153,468)
      Non cash compensation                                            49,601          884,750
      Gain on sales of marketable securities                          (31,902)        (187,976)
      Gain on disposal of equipment                                     4,270                -
      Accrued interest on note payable                                  9,155            5,544
      Write-off of note receivable-other                                5,000           55,169
      Changes in operating assets and liabilities:
      Prepaid expenses and others                                      10,506           (8,706)
      Accounts payable and accrued expenses                           (38,390)         (41,794)
          CASH FLOW USED IN OPERATING ACTIVITIES                      (99,499)        (139,314)

 CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of equipment                                                (812)          (5,127)
   Proceeds from sales of marketable securities                             -          212,824
   Proceeds from disposal of equipment                                      2                -
   (Issuance) collection of notes receivable                                -           (5,000)
          CASH FLOW PROVIDED BY INVESTING ACTIVITIES                     (810)         202,697

 CASH FLOWS FROM FINANCING ACTIVITIES:
--------------------------------------
   Proceeds from issuance of common stock                              74,267               25
   Collections (issuance) of note receivable                          (39,382)               -
          CASH FLOW PROVIDED BY FINANCING ACTIVITIES                   34,885               25

          NET INCREASE (DECREASE) IN CASH                             (65,424)          63,408


   CASH, Beginning of Year                                             65,644            2,236
   CASH, End of Year                                              $       220      $    65,644

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the years for:
     Interest                                                     $    14,345      $         -
     Taxes                                                        $         -      $     1,975

 Non-cash investing and financing activities:
     Distributions of Solomon shares                              $         -      $   582,330

</TABLE>

   SEE REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND NOTES TO
                              FINANCIAL STATEMENTS

                                     F-6
<PAGE>

                              CYTATION CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)

NOTES  TO  FINANCIAL  STATEMENTS

1.  BUSINESS.

Cytation  Corporation was incorporated under the laws of Delaware on November 1,
1999.  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 $72
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 acquire or enter into a similar transaction
with.  On January 18, 2006, the Company entered into the Securities Purchase and
Share  Exchange  Agreement, which resulted in a change of control of the Company
followed  simultaneously  with  an  acquisition  of  a  private  company.  See
"Subsequent  Events".

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES.

USE  OF ESTIMATES- The Company's 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 financial statements and the reported amounts
of  revenues  and  expenses  during  the reporting period.  Actual results could
differ  from  those  estimates.

PROPERTY  AND  EQUIPMENT  -  Property  and  equipment  are  stated  at  cost and
depreciated  using  the  straight-line method over the estimated useful lives of
the  assets  ranging from three to seven years for equipment, auto and furniture
Leasehold improvements are amortized over the term of the lease or the estimated
life  of  the  improvement,  whichever  is shorter.  Whenever assets are sold or
retired,  their  cost  and related accumulated depreciation are removed from the
appropriate  accounts.  Any  gains  and  losses  on dispositions are recorded in
current  operations.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS  -  The carrying amounts reported in the
balance  sheet  for cash, short-term loan, accounts payable and accrued expenses
approximate  fair  value  based on the short-term maturity of these instruments.

INCOME  TAXES  -  The  Company  utilizes  the liability method of accounting for
income  taxes  as set forth in SFAS 109, "Accounting for Income Taxes" Under the
liability  method, deferred taxes are determined based on the difference between
the  financial  statement  and tax bases of assets and liabilities using enacted
tax  rates  in  effect  in  the  years  in which the differences are expected to
reverse.

REVENUE  RECOGNITION  - Revenues were recognized when services are performed and
the  earnings  process  is  completed.

EMPLOYEE STOCK OPTIONS AND SHARES ISSUED FOR SERVICES - The Company accounts for
employee  stock  transactions in accordance with APB Opinion No. 25, "Accounting
for Stock Issued to Employees." The Company has adopted the pro forma disclosure
requirements  of  SFAS  123,  "Accounting  for  Stock-Based  Compensation."
Accordingly,  any  excess of fair market value of stock issued to employees over
exercise prices has been recorded as compensation expense and additional paid in
capital.

EARNING  (LOSS)  PER  SHARE - The Company adopted the provision of SFAS No. 128,
"Earnings  per  Share".  SFAS No. 128 eliminates the presentation of primary and
fully dilutive earnings per share ("EPS") and requires presentation of basic and
diluted EPS. Basic EPS is computed by dividing income (loss) available to common
stockholders by the weighted-average number of common shares outstanding for the
period.  Diluted EPS is based on the weighted-average number of shares of common
stock  and  common  stock  equivalents  outstanding for the period.

REPORTING OF SEGMENTS - The Company adopted No. 131, "Disclosures about Segments
of an Enterprise and Related Information". SFAS No. 131 establishes the criteria
for determining an operating segment and establishes the disclosure requirements
for  reporting  information about operating segments. The Company had determined
that  under  SFAS  No.  131,  it  operated  in  one  segment  of  service.

NEW  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

                                     F-7
<PAGE>

                              CYTATION CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)

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
(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.

3. NOTES RECEIVABLE, STOCKHOLDERS AND OTHERS


                                                                  2005    2004
                                                                 ------  -------

Note receivable from stockholders,
non-interest bearing and due on demand.                          $   --  $10,113

Note receivable from an unrelated entity, due on                     --    5,000
 demand without interest.                                        ------  -------
Total                                                            $   --  $15,113
                                                                 ======  =======

4. PROPERTY AND EQUIPMENT

Property  and  equipment at December 31, 2005 and 2004 consist of the following:


                                                  Estimated
                                2005    2004    Useful Lives
                                -----  -------  ------------

Computer and equipment          $  --  $47,945       3 years
Leasehold Improvements             --   10,414       7 years
                                -----  -------
Sub-total                          --   58,359
Less: accumulated depreciation     --   53,863
                                -----  -------
Property and Equipment, Net     $  --  $ 4,496
                                =====  =======

Depreciation  expense  for the years ended December 31, 2005 and 2004 was $1,037
and  $3,857,  respectively.

                                     F-8
<PAGE>
                              CYTATION CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)



5.  STOCKHOLDERS'  EQUITY

AUTHORIZED SHARES-The Company's authorized shares consisted of 3,140,000 shares,
divided  into  2,000,000  shares  of common stock, par value $.001 per share and
1,140,000  shares  of  preferred stock, par value $.01 per share. As of December
31,  2005 the Company had 982,662 shares of common stock issued and outstanding.

ISSUANCE  OF  COMMON  STOCK  -  On  February  14,  2005,  the Company authorized
theissuance  for no consideration of 3,332 shares to Bost & Co., an unaffiliated
third  party,  in  settlement  of  a  prior  investment.

Also  on  February  14,  2005,  the  Company authorized the issuance for nominal
consideration  of  30,000 restricted shares of its common stock to Richard Parke
in  consideration  of  his  agreement to serve as a director of the Company. The
Company  recorded an expense of $20,333 in connection with the issuance of these
shares.

On  March 4, 2005, the Company agreed to issue 47,000 of its common shares to an
unaffiliated  third  party  for $23,500 in cash and a warrant to purchase 20,000
shares of the common stock of Solomon Technologies, Inc ("Solomon Warrant"). All
of  these  shares  were  issued  on  June  30, 2005 when the market price of the
Company's  common  stock  was $1.22 per share. On September 1, 2005, the Solomon
Warrant  was  issued  and  $2,634 was recorded as a reduction of paid-in capital
based  on  the  Black-Scholes  option  valuation  model.

On  November 14, 2005, the Company issued 20,000 restricted shares of its common
stock  for  $1.00  a  share  to  an  unaffiliated  third party and issued 10,000
restricted  shares  of  its  common  stock  to  Foley  Hoag  LLP in reduction of
approximately  $45,000  of  indebtedness.  Foley  Hoag agreed to reduce its then
outstanding  liability to $85,000 with scheduled payments of $14,167 on February
1,  February  15,  March 15, April 15, May 15, and June 15, 2006.  The agreement
was  verbally  agreed  to in November 2005 and subsequently signed on January 4,
2006.

The  Board  of  Directors  of  the Company declared a 2-for-1 stock dividend for
stockholders  of  record  on  November  14,  2005.  The  "payment" date for this
dividend  is  November  23,  2005.  All  shares  and per share amounts have been
retroactively  restated  to  reflect  this  stock  dividend.

In  November  2005,  the  Company  entered into a letter of intent to acquire an
unrelated  private  company.  The Company will be the surviving corporation, but
the business, ownership and management of the Company will change. In connection
with  the  proposed acquisition, the Company will authorize additional shares of
common  stock  and  preferred  stock  expected  to be issued in the transaction,
declare  a  2-or-1stock  dividend, and issue to third party's stockholders newly
issued  shares  of its preferred stock. The third party paid the Company $10,000
upon  completion  of due diligence and agreed to assume and to pay approximately
$120,000  of  the Company's liabilities at the closing of the transaction. After
the  transaction,  stockholders of the third party will own approximately 94% of
the  total  issued  and  outstanding  securities  of  the  Company.

WARRANTS-The  following table summarizes the changes in warrants outstanding and
related  price  ranges  are  as  follows:


                                           Weighted Average
                                  Shares    Exercise Price
                                  -------  ---------------

Outstanding at December 31, 2004    2,932       495.00
Granted                                --
Exercised                              --
Expired or cancelled               (2,932)     (495.00)
                                  -------
Outstanding at December 31, 2005       --
                                  =======


No  options  have  been  granted to employees during the year ended December 31,
2005  and  2004.  Therefore, if the Company had recognized compensation cost for
the  employee  stock  options in accordance with SFAS No. 123, the Company's pro
forma net income (loss) and earning (loss) per share would have been the same as
the  net  income  (loss)  and  earning  (loss)  per  share  as  reported  on the
accompanying  statements  of  operations.

6.  COMMITMENTS  AND  CONTINGENCIES

The  Company  rented  its  office  on  a  month-to-month basis. Rent expense was
approximately  $11,592  and  $11,000  for  the years ended December 31, 2005 and
2004,  respectively.

During  the  first  quarter of 2005, the Company reviewed business opportunities
resulting from its status as a Business Development Company under the Investment
Company Act of 1940 and evaluated other courses of action. On April 8, 2005, the
Company entered into a letter of intent with Evolve Oncology, Inc. ("Evolve") to
effect  a  reverse  merger  with  Evolve.  The Company terminated this letter of
intent  on  August  4,  2004.

                                     F-9
<PAGE>

                              CYTATION CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)


7.  INCOME  TAXES

At  December 31, 2005 and 2004, the Company had net operating loss carryforwards
of  approximately  $19,700,000 and $19,500,000, expiring 2011 through 2025. SFAS
No.  109  additionally  requires  the  establishment of a valuation allowance to
reflect  the  likelihood  of realization of deferred tax assets. At December 31,
2005  and  2004,  a  valuation allowance for the full amount of the deferred tax
asset was recorded because of operating losses incurred and the uncertainties as
to  the amount of taxable income that would be generated in the future years. In
addition,  the  utilization  of  such net operating losses is subject to certain
limitations  under  Federal  income  tax  laws.

The  components  of  the  net  deferred  tax  asset  consist of the following at
December  31,  2005  and  2004:


                                         2005             2004
                                  ------------------  ------------

Net operating loss carryforwards  $        6,895,000  $  6,825,000
Valuation allowance                       (6,895,000)   (6,825,000)
                                  ------------------  ------------
                                  $               --  $         --
                                  ==================  ============

The  provision  for  income  taxes differs from the amount computed applying the
statutory federal income tax rate to income before income taxes as follows as of
December  31,  2005  and  2004:


                                                          2005          2004
                                                         -------       -------

Income tax (benefit) computed at statutory rate at 35%   $(70,000)   $ (240,000)
Utilization of NOL                                              -
Tax benefit not recognized                                 70,000       240,000
                                                        ---------    ----------
Provision for income taxes                              $       -    $        -
                                                        =========    ==========

8.  INVESTMENT/NON-CASH INCOME:

By  agreement  of  the  majority  board  of directors, on September 1, 2005, the
Company  entered  into a settlement agreement with HTA whereby HTA issued to the
Company  an  additional  196,456  shares  of  its common stock and an additional
49,114  warrants.  The  HTA  common  stock  was  valued  at $0.25 per share, and
accordingly  the  Company  recorded  non-cash  income  in the amount of $49,114.

Based  on  the  Black-Scholes option valuation model, the HTA warrants have zero
value  with  volatility  of  0.01%.  Therefore, the Company recorded no non-cash
income  with  respect  to  these  warrants.

On  September 1, 2005 the Company distributed 196,456 shares of HTA common stock
and  197,582 HTA warrants to its two officers. The Company recorded compensation
expense  on  the  distribution  of  the HTA shares in the amount of $49,114 and,
based  the  zero  value  of  the  HTA warrants under the Black-Scholes valuation
model,  no  compensation  expense  for  the  HTA  warrants  was  recorded.

9.  SUBSEQUENT  EVENTS

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 (as
defined below), DVA, the shareholders of DVA, and Vicis Capital Master Fund (the
"Lender").

On January 18, 2006, the Company entered into the Investor Rights Agreement (the
"Investor  Rights  Agreement"), by and among the Company, each of the purchasers
of  the Company's Series A Preferred Stock, each of the shareholders of DVA, and
the  Lender.  Pursuant  to  the  Investor  Rights Agreement, the Company (a) has

                                      F-10
<PAGE>

agreed to register certain securities for resale, including the Company's shares
related  to  the  Series  A  Preferred  Stock, the Series B Preferred Stock, the
Series  C  Preferred Stock, the Series A Common Stock Purchase Warrants, and the
Series  B  Common Stock Purchase Warrants, and (b) granted pre-emptive rights to
the  holders  of  the  Company's  Series  A  Preferred  Stock.

On  January  18,  2006,  the  Company's  wholly-owned  subsidiary,  DeerValley
Acquisitions Corp., entered into an Earnout Agreement (the "Earnout Agreement"),
between  Deer Valley Homebuilders, Inc., Deer Valley Acquisitions Corp., and the
former  owners  of Deer Valley Homebuilders, Inc. In connection with the Capital
Stock  Purchase  Agreement,  the  Company  entered  into  the Earnout Agreement,
pursuant  to  which,  additional  payments  may  be  paid  to


                              CYTATION CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)

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. Such agreement is described in
more  detail  herein  under  Common  Stock  Purchase  Agreement.

Pursuant  to  the  Capital  Stock  Purchase Agreement dated November 1, 2005, as
amended (the "Capital Stock Purchase Agreement"), DeerValley Acquisitions Corp.,
a wholly owned subsidiary of the Company, acquired, immediately after completion
of  the Series A Financing and the Share Exchange, one hundred percent (100%) of
the  issued and outstanding capital stock of Deer Valley Homebuilders, Inc. Upon
completion  of the acquisition of the capital stock of Deer Valley Homebuilders,
Inc.,  Deer Valley Homebuilders, Inc. became an indirect wholly owned subsidiary
of  the  Company.  See  discussion  below  for  description  of  Deer  Valley
Homebuilders,  Inc.'s  business,  operations, assets, and financial information.

In  order  to  effectuate  the  Capital  Stock  Purchase  Agreement,  Cytation
Corporation  completed  a  series  of  tranactions  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. As of the date of these financials, the
Company  has  closed  on  a private placement of approximately 745,622 shares 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)  Series A
Preferred  Stock,  (b) Series A Common Stock Purchase Warrants, and (c) Series B
Common  Stock Purchase Warrants. Also 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.  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) Series B Preferred Stock, (b) Series C Preferred
Stock,  and  (c)  Series  C  Common  Stock  Purchase  Warrants.

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. On March 17, 2006 the
Lender  decided  to  convert  its  $1,500,000 promissory note that was issued in
January  2006.

Pursuant  to  the  terms  of the Debt Exchange Agreement, the Company issued the
Lender its Series A Convertible Preferred Stock, Series A Warrants, and Series B
Warrants  to  the investor, in exchange for the retirement of its obligations to
repay  such  promissory  note.

The  company  no  longer  has  any  office lease obligations on a month by month
basis.

In  January 2006, the Company issued 17,338 to Sequence Advisors Corporation, an
affiliate  of  two  former  directors.

On  November 14, 2005, the Company issued 5,000 (pre-split) restricted shares of
its  common  stock  to  Foley  Hoag LLP in reduction of approximately $45,000 of
indebtedness.  Foley  Hoag  agreed  to  reduce its then outstanding liability to
$85,000 with scheduled payments of $14,167 on February 1, February 15, March 15,
April  15,  May  15,  and June 15, 2006. The agreement was verbally agreed to in
November  2005  and  subsequently  signed  on January 4, 2006. As of the date of
these  statements  all  required  payments under such obligation have been made.

On  January  18, 2006, DeerValley Acquisitions, Corp., a wholly-owned subsidiary
of  Cytation  Corporation,  acquired  100% of the issued and outstanding capital
stock of Deer Valley Homebuilders, Inc. The results of Deer Valley Homebuilders,
Inc.  will  be  included  in consolidated financial statements for periods after
January  18, 2006. Deer Valley Homebuilders, Inc. is an Alabama corporation with
its business offices located at 205 Carriage Street, P.O. Box 310, Guin, Alabama
35563 and is engaged in the production, sale and marketing of manufactured homes
in  the southeastern and south central U.S. housing market. Cytation Corporation
purchased  Deer  Valley  Homebuilders,  Inc.  to  serve as its primary operating
company  and  to  gain  entry  into  the  manufactured  home market. Deer Valley
Homebuilders,  Inc.  comprises  substantially  all  of  Cytation  Corporation's
operations.

The  aggregate purchase price for Deer Valley Homebuilders, Inc. was $6,000,000,
including  $5,500,000  cash  and  $500,000  of  Cytation  Corporation's Series A
Convertible Preferred Stock, Series A Common Stock Purchase Warrants, and Series
B  Common Stock Purchase Warrants. In addition, an Earnout Agreement was entered
into,  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 Company is accounting for the $6,000,000 earnout as
contingent  consideration  in  accordance  with paragraphs 25 through 28 of SFAS
141.  Because  the  amount,  if  any,  of  contingent  consideration  was  not
determinable  at  the  acquisition  date,  no amount for the contingency will be
recorded  in  the  Company's  financial  statements  until  the  contingency  is
resolved,  or  the  consideration  is  issued  or  becomes issuable. The Company
expects  that,  should  any amount of contingent consideration be issuable, such
amount  would  result  in  an  additional  element of the cost of acquiring Deer
Valley  Homebuilders,  Inc.

                                      F-11
<PAGE>

                              CYTATION CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)



The  Company  considered  the  effect of EITF 95-8 and based on its analysis the
contingent consideration of a minimum of $0 and a maximum of $6,000,000 over the
next  five years is nothing more than a way for the Company to defer payments of
purchase  price  so  the  Company  did  not have to pay Deer Valley Homebuilders
Inc.'s shareholders all money up front. Since Deer Valley Homebuilders, Inc. had
pre-tax  profit  in  2005 in excess of $3,000,000 it was easy for the Company to
conclude  that  Deer  Valley  Homebuilder's  business  was  worth  in  excess of
$6,000,000  or  approximately  two  times  pre-tax  profits.  The  sellers  were
interested  in  receiving  all  $12  million  upfront  however,  the Company was
unwilling  to  give  it  to  them  up  front  due  to  the fact that Deer Valley
Homebuilder's Inc. had only been in business less than two years and it would be
too dilutive to the shareholders to raise all monies upfront, so the Company and
previous  shareholders  of  Deer  Valley  Homebuilders, Inc. agreed to the price
adjustment  target  account  ("PATA").  So  long  as  Deer  Valley Homebuilder's
continues to have pre-tax profits in excess of one million dollars over the next
five  years  the  shareholder's  pursuant to their interest sold will be given a
pro-rata  portion  of  the  maximum  $6,000,000  PATA.  Therefore, based on this
analysis the Company will account for all of the PATA, when earned, by recording
it  as additional consideration for the acquisition of Deer Valley Homebuilders,
Inc.  and  will not record it as a period expense related to compensation. It is
also  noted  that the Company will account for this on an ongoing basis and book
any  accrued  liability  in  connection  with  the  PATA  as  incurred.

The  value  of  the  Series A Convertible Preferred Stock, Series A Common Stock
Purchase  Warrants,  and Series B Common Stock Purchase Warrants were determined
in  a  private  offering  also  completed  on  January  18,  2006.

The  following table summarizes the estimated fair values of the assets acquired
and  liabilities  assumed  at  the  date  of  acquisition.

                                AT DECEMBER 31, 2005
Current assets                       $  6,398,562
Property, plant, and equipment          1,611,531
Goodwill                                3,611,994
                                     ------------
 Total assets acquired                $11,622,087
                                     ------------
Current liabilities                    (3,879,939)
Long-term debt                         (1,367,148)
                                     ------------
 Total liabilities assumed            ($5,247,087)
                                     ------------
 Net assets acquired                 $  6,375,000
                                     ============


                                      F-12
<PAGE>

