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<SEC-DOCUMENT>0001332277-06-000328.txt : 20061130
<SEC-HEADER>0001332277-06-000328.hdr.sgml : 20061130
<ACCEPTANCE-DATETIME>20060602172252
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0001332277-06-000328
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060602

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CYTATION CORP
		CENTRAL INDEX KEY:			0000095047
		STANDARD INDUSTRIAL CLASSIFICATION:	MOBILE HOMES [2451]
		IRS NUMBER:				160961436
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		CORRESP

	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>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Cytation  Corporation
4902  Eisenhower  Blvd.
Suite  185
Tampa,  Florida  33634
(813)  885-5998

June  2,  2006


United  States  Securities  and  Exchange  Commission
Division  of  Corporation  Finance
Attn:  Pamela  Long,  Assistant  Director
100  F  Street,  N.E.
Washington,  D.C.  20549-7010

     RE:     CYTATION  CORPORATION
             INFORMATION  STATEMENT  ON  SCHEDULE  14C
             FILED  MAY  9,  2006
             FILE  #  000-05388

Dear  Ms.  Long,

     We  received your letter commenting on the Revised Information Statement on
Schedule  14C ("Schedule 14C") filed on May 9, 2006 by Cytation Corporation (the
"Company").  In  connection  with  your comments, we have made necessary changes
suggested  in  your  letter and filed them in an amended Schedule 14C, filed via
EDGAR  on  June  2,  2006.  In  addition, we have filed a copy of this letter as
correspondence on EDGAR.  We have placed revision marks at the beginning and end
of  each  material  change in the Schedule 14C (punctuation and spelling changes
are  not  marked).  Changes  to  tables  are  denoted  by  revision marks at the
beginning  and  end  of  each  table.

     Our  responses  to  your  comments  follow  below.

Change  in  Control  and  Acquisition
- -------------------------------------

Series  A  Preferred  Stock  Offering  and  Debt  Financing
- -----------------------------------------------------------

1.   On page  25  we  have  corrected  our  disclosure  to  read that we sold an
     additional  225,348  shares  of  Series A Preferred Stock since January 18,
     2006.

Capital  Structure
- ------------------

2.   We have revised our disclosure on pages 37-38 of the Schedule 14C by adding
     the  following  material.

<PAGE>

          Upon  conversion  of  each  Series  of  Preferred  Stock,  or  upon
          exercise  of  each  Series of Warrants, by the holder, the Company can
          settle  its  obligations  upon  such  conversion  or  exercise,  as
          applicable,  by  delivering  registered  or unregistered common stock.
          Pursuant  to  the Investor Rights Agreement dated January 18, 2006, if
          the  Company  does not file a registration statement by certain target
          dates,  registering  the common shares issuable upon conversion of the
          Series  A  Convertible  Preferred Stock, and issuable upon exercise of
          the  Series  A  Warrants  and Series B Warrants, and such registration
          statement  is  not  declared  effective  by  certain additional target
          dates,  then  the  Company  is  required  to  issue, as a penalty, its
          unregistered  Series  A  Warrants  to  the  holders  of  the  Series A
          Convertible  Preferred Stock. Under the Investor Rights Agreement, the
          maximum  aggregate  penalty  incurred  by  the  Company for failure to
          timely  have  the  registration  statement  declared effective, is the
          issuance  of  Series  A  Warrants exercisable for the number of common
          shares  equal  to  nine ( 9 %) percent of the sum of (a) the number of
          shares  issuable upon conversion of the Series A Convertible Preferred
          Stock,  and  (b)  the number of shares issuable upon conversion of the
          Series  A  Warrants (the "Penalty Warrants"). The Penalty Warrants may
          be  unregistered  securities,  and, as liquidated damages, is the sole
          penalty  available  upon  failure  to  have the registration statement
          declared  effective.

3.   On page  37  we  have  corrected  our  disclosure  by  changing  the second
     reference  to  "Series  C"  Preferred  Stock to "Series D" Preferred Stock.

4.   In our  response  filed  May 9, 2006, we previously discussed in detail FAS
     150,  FAS  133,  and  EITF  00-19.

     Pursuant  to  the  narrative  contained  in  the  Accounting Staff Member's
     report  dated  December  1,  2005 titled "Current Accounting and Disclosure
     Issues  in  the Division of Corporation Finance," we have concluded that we
     do  not  have  a  detachable  conversion  feature  and  therefore  have not
     performed  a  calculation  for  such.  We  have  come to this conclusion by
     performing  the  following  analysis:

     We  first  analyzed  whether  the  host  contract  is  a  conventional
     convertible  instrument  pursuant  to  paragraph  4  of EITF 00-19 and EITF
     05-02.  Pursuant  to paragraph 4 of EITF 00-19 and EITF 05-02, we concluded
     that the instrument is a conventional convertible instrument and therefore,
     the  embedded  conversion  option should qualify for equity classification.
     Further,  the  embedded  conversion  option  should  qualify  for the scope
     exception  in  SFAS  133  and  should  not  be  bifurcated  from  the  host
     instrument.  We  also  concluded  that  based  on  the analysis herein, the
     convertible  instrument  should be accounted for in accordance with APB 14;

<PAGE>

     ASR  268  and  EITF  Topic  D-98  for classification and measurement of the
     convertible  instrument  and  EITFs 98-5 and 00-27 should be considered for
     any  beneficial  conversion  feature.

     We  reviewed  the  treatment  of  the  Company's  issuance of its perpetual
     preferred  stock,  with  no stated redemption date, pursuant to the current
     guidance EITF 98-5. The EITF notes that regarding perpetual preferred stock
     all  discounts  retain  their  character such that (a) a discount resulting
     from  the  accounting  for a beneficial conversion option is amortized from
     the  date  of  issuance  to  the  earliest conversion date and (b), for SEC
     registrants,  other  discounts  on  perpetual  preferred  stock that has no
     stated  redemption  date  but  that  is required to be redeemed if a future
     event  that is outside the control of the issuer occurs should be accounted
     for  pursuant  to  ASR  268  (and  the  related  SEC  staff  guidance).

     Since  the  Company's  perpetual  preferred  stock  does  not  contain  any
     redemption  features outside the Company's control as discussed in ASR 268,
     the  issuer believes that its classification as part of permanent equity is
     appropriate.  Pursuant  to our discussions, because the perpetual preferred
     stock  is  permanent equity and will not effect to the income statement, we
     have  not  calculated  the  value of the beneficial conversion features, or
     amortized  the  discounts  from  the  face  value  of  the preferred stock.

     In  adopting  ASR  268  in  1979, the Commission stated that it was not its
     "intention  to  deal  with  the  conceptual  issue  of  whether  redeemable
     preferred stock is a liability." Further, the Commission stated that it was
     not  its  "intention to alter existing practice or authoritative guidelines
     relative  to  accounting for elements of stockholders' equity (for example,
     the  determination  of  the carrying value of redeemable preferred stock ).
     [ASR 268] is intended to represent only an interim solution until the FASB,
     in  connection with its conceptual framework project, addresses the related
     conceptual  issues."  In  May  2003,  the  FASB issued Statement 150, which
     addresses  how  an issuer classifies in its statement of financial position
     and  measures  certain  financial  instruments that have characteristics of
     both  liabilities  and  equity.  Statement  150 does not address all of the
     instruments  to  which  ASR  268  (Rule  5-02.28 of Regulation S-X) and the
     interpretive  guidance  in  this staff announcement had originally applied.
     The  SEC  staff  has  the  following  observations  about  the valuation of
     redeemable  preferred  stock that is not within the scope of Statement 150.

     The  SEC  staff  believes  the  initial  carrying  amount  of  redeemable
     preferred  stock  should be its fair value at date of issue. This SEC staff
     announcement  does  not change the accounting for derivative instruments or
     embedded  derivatives  that are within the scope of FASB Statement No. 133,
     Accounting  for Derivative Instruments and Hedging Activities (as amended),
     which  must  be  accounted  for  in  accordance with the provisions of that
     Statement.  If  redeemable  currently  (for  example,  at the option of the
     holder),  the  security should be adjusted to its redemption amount at each
     balance sheet date. The redemption amount at each balance sheet date should
     include  amounts  representing dividends not currently declared or paid but
     which  will  be payable under the redemption features or for which ultimate
     payment  is  not  solely within the control of the registrant (for example,
     dividends  that will be payable out of future earnings). If the security is

<PAGE>

     not  redeemable  currently (for example, because a contingency has not been
     met),  and  it  is  not  probable that the security will become redeemable,
     subsequent  adjustment  is  not  necessary  until  it  is probable that the
     security  will  become redeemable. In that case, the SEC staff would expect
     disclosure  of  why  it  is  not  probable  that  the  security will become
     redeemable.

     Since  the  convertible  preferred  instrument  does  not  contain  a
     redemption  feature  and  it  is  not  probable that it will ever contain a
     redemption  feature the instrument should remain as permanent equity at its
     stated  value  and  no  beneficial conversion feature shall be recorded and
     therefore  shall  not  adjust  from  time  to  time  except in the event of
     conversion  by  holder  from  preferred  stock  to  common  stock.

     In  Section  II.  B.,  of  the above mentioned document starting on page 30
     it  discusses  the  necessary  analysis to determine the classification and
     measurement  of  warrants  as  freestanding  instrument. It further states,
     "warrants  should  be  analyzed  to  determine  whether they meet the scope
     exception  in  paragraph  11  of  SFAS  133."

     We  also  concluded  that  the  warrants which are freestanding instruments
     did  meet the scope exception and therefore should be booked as equity once
     they  are  exercised because they do not require the Company to cash settle
     and  do  not  contain  liquidated damages in the event the warrants are not
     registered within a certain time frame and can be settled with unregistered
     stock.  We  have  included  such  outstanding warrants in our fully diluted
     earnings  per  share  and  have  disclosed  the amount outstanding, various
     strike  prices  and  expiration  dates  in  our  notes  to  our  financial
     statements.


Options  and  Warrants  Convertible  into  Common  Shares
- ---------------------------------------------------------

5.   On page  46  we  have corrected disclosures throughout our table explaining
     the  assumptions  used  in  calculating  the  fair  value  of our warrants.

6.   On page  46  we  have corrected disclosures throughout our table explaining
     the  assumptions  used  in  calculating  the  fair  value  of our warrants.

7.   On page  46  we  have  included  the assumptions used to value our Class E,
     BD-4,  and  BD-5  warrants  in our table explaining the assumptions used in
     calculating  the  fair  value  of  our  warrants.

Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
- --------------------------------------------------------------------------------
Operations
- ----------

Liquidity  and  Capital  Resources
- ----------------------------------

8.   As suggested,  we  have  revised  our  disclosure on page 52 to reflect the
     correct  distributions  to  shareholders.

<PAGE>

General
- -------

9.   We have  attached  our  interim  financial statements for the period ending
     April  1, 2006 and have updated our Management's Discussion and Analysis of
     Financial  Condition  and  Results  of  Operations  accordingly.

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

10.  On pages  46-47  of  the  Schedule 14C, we have revised our table under the
     heading  "Market  Price  of and Dividends on the Registrant's Common Equity
     and  Other  Shareholder Matters" to retroactively reflect our 2-for-1 stock
     dividend  declared  on November 14, 2005 and have explained that this stock
     dividend  did  not include our preferred stock. Likewise, in the subsequent
     events footnote to Exhibit 99.1, we have explained that, as a result of the
     2-for-1  stock  dividend declared on November 14, 2005, Foley Hoag, LLP now
     holds  10,000  shares.

     All  of  our  preferred  stock  converts to common stock on a post-dividend
     basis. We have noted this on page 39 of the Schedule 14C, under the heading
     "Preferred  Shares."

Exhibit  99.3
- -------------
Deer  Valley  Homebuilders'  Financial  Statements
- --------------------------------------------------

11.  We have  corrected  our  disclosures  in our footnotes to read that we have
     issued  745,622  shares  of  Series  A  Preferred  Stock.

Exhibit  99.4
- -------------
Pro  Forma  Consolidated  Statements  of  Operations
- ----------------------------------------------------

12.  Please  see  our  fourth  response  above.

13.  We included the Deer Valley Acquisitions Corp.'s 7,620,100 shares of common
     stock in calculating diluted earnings per share computations as of December
     31  because,  pursuant  to  the  Securities  Purchase  and  Share  Exchange
     Agreement  (a) 4,945,100 shares of Common Stock of Deer Valley Acquisitions
     Corp.  were  exchanged  for  49,451 shares of Cytation's Series B Preferred
     Stock,  which  is  convertible  into  4,945,100 shares of Cytation's Common
     Stock, and (b) 2,675,000 shares of Common Stock of Deer Valley Acquisitions
     Corp.  were  exchanged  for  26,750 shares of Cytation's Series C Preferred
     Stock,  which  is  convertible  into  2,675,000 shares of Cytation's Common
     Stock.  We  have  clarified  that  the  amount  refers to the common shares
     underlying  the  Series  B  and  Series  C  Preferred  Stock.

     If you should have any questions regarding our amended Schedule 14C, please
do  not  hesitate  to  contact  me.

<PAGE>

                                           Sincerely,


                                           /s/  Charles  G.  Masters
                                           -------------------------
                                           Charles  G.  Masters
                                           President & Chief  Executive Officer
                                           Cytation  Corporation

Cc:   Bush  Ross,  P.A.

<PAGE>

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