EXHIBIT 99.4

<TABLE>
<CAPTION>
                                         Cytation Corporation
                                      Consolidated Balance Sheet

                                                ASSETS
                                                                         (UNAUDITED)      (AUDITED)
                                                                           April 1,      December 31,
                                                                            2006            2005
                                                                      ----------------  -------------
<S>                                                                        <C>               <C>
CURRENT ASSETS:
      Cash                                                            $     3,402,694   $        221
      Certificates of Deposit                                                 152,833              -
      Accounts receivable                                                   2,814,314
      Notes receivable, other                                                  11,652              -
      Inventory                                                             2,476,341
      Prepaid expenses and other current assets                               121,195              -
                                                                      ----------------  -------------
           Total Current Assets                                             8,979,029            221

PROPERTY AND EQUIPMENT, NET                                           $     1,821,237   $          -

GOODWILL                                                                    4,108,401              -
                                                                      ----------------  -------------
           TOTAL ASSETS                                               $    14,908,667   $        221
                                                                      ================  =============

                               LIABILITIES AND STOCKHOLDERS'EQUITY(DEFICIT)

 CURRENT LIABILITIES:
      Current Maturities of Long Term Debt                            $        41,895   $          -
      Accounts payable and Accrued Expenses                                 2,835,127         48,416
      Accounts Payable Under Dealer Incentive Programs                        395,094
      Estimated Warranties                                                    860,000
      Compensation and Related Accruals                                       614,336
      Accrued Shareholder Distributions                                       775,000
      Other Accruals                                                          339,787
      Income Tax Payable                                                      261,173              -
      Accrued Preferred Dividends                                             113,086
      Notes payable and Accrued Interest                                            -          5,500
                                                                      ----------------  -------------
           Total Current Liabilities                                        6,235,498         53,916

 LONG TERM LIABILITIES:
      Accrued earnout on purchase of Deer Valley Homebuilders, Inc.           496,407              -
      Long-Term Debt, Net of Current Maturities                             1,424,009         85,000

 COMMITMENTS AND CONTINGENCIES                                                      -              -

 STOCKHOLDERS' EQUITY(DEFICIT):
      Series A Preferred stock, $0.01 par value, 750,000
 shares authorized, 745,626 shares issued and outstanding                   1,491,243              -
      Series B Preferred stock, $0.01 par value, 49,451
 shares authorized, 49,451 shares issued and outstanding                          495              -
      Series C Preferred stock, $0.01 par value, 26,750
 shares authorized, 26,750 shares issued and outstanding                          267              -
      Common stock, $0.001 par value, 2,000,000
 shares authorized, 1,000,000 and 982,622 shares issued and
        outstanding, respectively                                               1,000            982
      Additional paid-in capital                                           39,314,238     32,723,371
      Accumulated deficit                                                 (34,054,490)   (32,863,048)
                                                                      ----------------  -------------
           TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                             6,752,753       (138,695)

           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)       $    14,908,667   $        221
                                                                      ================  =============
</TABLE>
                                      F-1
<PAGE>

<TABLE>
<CAPTION>
                                          Cytation Corporation
                                  Consolidated Statements of Operations
                       For The Three Months Ended April 1, 2006 and March 31, 2005
                                                (Unaudited)

                                                                       2006            2005
                                                                   ------------  ----------------
<S>                                                                      <C>           <C>
REVENUE                                                            $12,913,079   $             -

COST OF REVENUE                                                     10,895,389             1,182
                                                                   ------------  ----------------
GROSS PROFIT                                                         2,017,690            (1,182)

OPERATING EXPENSES:
     Depreciation                                                       36,065               512
     Selling, general and administrative                             1,249,327            28,810
                                                                   ------------  ----------------
          TOTAL OPERATING EXPENSES                                   1,285,392            29,322
                                                                   ------------  ----------------
          OPERATING INCOME/(LOSS)                                      732,298           (30,504)

OTHER INCOME (EXPENSES)
     Loss on termination of ARE agreement                                    -            (5,000)
     Interest expense, net                                             (13,867)           (1,889)
     Other Income                                                        6,243                 -
                                                                   ------------  ----------------
          TOTAL OTHER EXPENSES                                          (7,624)           (6,889)

          INCOME/(LOSS) BEFORE INCOME TAXES                            724,674           (37,393)

INCOME TAX EXPENSE                                                     261,173                 -
                                                                   ------------  ----------------
          NET INCOME (LOSS)                                            463,501           (37,393)

          Dividends to preferred stockholders                          113,086                 -
          Deemed dividend to preferred stockholders on
          Beneficial conversion feature                              1,491,243                 -
                                                                   ------------  ----------------
          NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS        (1,140,828)          (37,393)

Net Income/(Loss) Per Share (Basic)                                      (1.14)            (0.04)
Net Income/(Loss) Per Share (Fully Diluted)                              (1.14)            (0.04)

Weighted Average Common Shares Outstanding                           1,000,000           873,996 *
Weighted Average Common and Common Equivalent Shares Outstanding     1,000,000           873,996 *
</TABLE>
* Reflects 2 for 1 stock split
                                      F-2
<PAGE>

<TABLE>
<CAPTION>
                                  Cytation Corporation
                           Consolidated Statements of Cash Flows
                For The Three Months Ended April 1, 2006 and March 31, 2005
                                         (Unaudited)

                                                                                  2006          2005
                                                                            ----------------  ----------
<S>                                                                               <C>             <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                                                  463,502      (37,393)
 Adjustments to reconcile net income (loss) to net cash provided
for/used in operating activities:
 Depreciation                                                                        36,065          512
 Accrued interest on note payable                                                         0        1,385
            Loss on termination of ARE Agreement                                          0        5,000
            Changes in assets and liabilities:
            Increase in certificate of deposit                                       (1,415)
            Increase in receivables                                                (673,910)
            Increase in other receivables                                            (4,152)
            Increase in inventories                                              (1,360,783)
            Increase in prepayments and other assets                                (68,775)       8,434
            Increase in accounts payable                                            954,070      (49,751)
            Increase in accounts payable under dealer incentives                     54,662
            Increase in estimated warranties                                        110,000
            Increase in accrued compensation and related expenses                   200,397
            Increase in other accrued expenses                                       20,455
            Increase in income taxes payable                                        261,173

               CASH FLOW USED IN OPERATING ACTIVITIES                                (8,711)     (71,813)

 CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchases of equipment                                                       (245,771)        (612)
      Purchase of business, net of cash acquired                                 (2,777,116)           0

               CASH FLOW USED IN INVESTING ACTIVITIES                            (3,022,887)        (612)

 CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from issuance of preferred stock                                   6,541,014
      Proceeds from issuance of common stock                                             18       23,500
      Payment of stockholder distributions                                         (150,000)
      Proceeds from long-term debt                                                   43,039        5,000

               CASH FLOW PROVIDED BY FINANCING ACTIVITIES                          6,434,071      28,500

               NET INCREASE (DECREASE) IN CASH                                     3,402,473     (43,925)

 CASH, Beginning                                                                         221      65,644

 CASH, Ending                                                                      3,402,694      21,719

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
      Cash paid during the quarter for:
         Interest                                                                     13,867            0
         Taxes                                                                             0          828

 SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING ACTIVITIES:
      Additional purchase price accrued under earnout provision                      496,407            0

      Accrual of dividends on preferred stock                                        113,086            0

      Deemed dividend on beneficial conversion feature                             1,491,243
</TABLE>
                                      F-3
<PAGE>

                                 CYTATION CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1. Basis of Presentation
  ----------------------

The  accompanying  unaudited  consolidated  financial  statements  for the three
months  ended  April 1, 2006 and March 31, 2005 have been prepared in accordance
with  accounting  principles  generally accepted in the United States of America
for  interim  financial information and pursuant to the rules and regulations of
the  Securities  and Exchange Commission for Form 10-Q. Accordingly, they do not
include  all  the  information  and  footnotes required by accounting principles
generally  accepted  in  the  United  States  of  America for complete financial
statements.

The  unaudited  financial  information  included  in  this  report  includes all
adjustments which are, in the opinion of management, necessary to reflect a fair
statement  of  the results for the interim periods. The operations for the three
months  ended April 1, 2006 are not necessarily indicative of the results of the
full  fiscal  year.

The  condensed  consolidated financial statements included in this report should
be  read in conjunction with the financial statements and notes thereto included
in  the Registrant's December 31, 2005 Annual Report on Form 10-K and subsequent
filings  on  form  8-K  and  Pre  14C.

2. 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. Inventories at April 1, 2006 and December 31, 2005 are
summarized  as  follows:

                      April 1,   December 31,
                       2006         2005
                  ---------------------------
                    (Unaudited)

Raw materials    $  1,261,382  $          0
Work-in-process       402,285             0
Finished homes        812,674             0
                 -------------  -------------
                 $  2,476,341  $          0
                 -------------  -------------

3. Accounting for Stock Based Compensation
  ----------------------------------------

At  April  1, 2006, the Company had not yet created a stock incentive plan which
authorizes the issuance of options to purchase common stock. Prior to January 1,
2006, the Company accounted for Stock Options and Stock Based Compensation under
the recognition and measurement provisions of APB Opinion No. 25. Accounting for
Stock  Issued  to  Employees,  and related Interpretations, as permitted by FASB
Statement  No.  123,  Accounting  for  Stock-Based  Compensation. No stock-based
employee compensation cost was recognized in the Statement of Operations for the
three  months  ended  March  31,  2005.  Effective  January 1, 2006, the Company
adopted  the  fair  value recognition provisions of SFAS No. 123(R), Share-Based
Payment, using the modified-prospective-transition method. Under that transition
method, compensation cost for all share-based payments granted prior to, but not
yet  vested  as of January 1, 2006, based on the grant date fair value estimated
in accordance with the original provisions of SFAS No. 123, and (b) compensation
cost  for  all share-based payments granted subsequent to January 1, 2006, based
on the grant-date fair value estimated in accordance with the provisions of SFAS
No.123(R).  Results  for  prior  periods  have  not  been  restated.

As  a  result  of adopting SFAS No.123(R) on January 1, 2006, this statement did
not  have  any  effect on the Company's net income and earning per share for the
quarter  ended  April  1,  2006  since  no  options  were  granted.

                                      F-4
<PAGE>

Stock Options and Warrants:
---------------------------

The following table summarizes the activity related to all Company stock options
and  warrants  for  the  three  months  ended  April  1, 2006 and the year ended
December  31,  2005:
<TABLE>
<CAPTION>
                                                                                     Weighted Average
                                                                  Exercise Price    Exercise Price
                                                      Stock         per Share           per Share
                                       Warrants      Options   Warrants   Options  Warrants   Options
                                      -----------------------------------------------------------------
<S>                                    <C>            <C>         <C>        <C>      <C>        <C>
Outstanding at January 1, 2005          -              -          -         -         -         -
  Granted                               -              -          -         -         -         -
  Exercised                             -              -          -         -         -         -
  Canceled or expired                   -              -          -         -         -         -
                                      ---------------------
Outstanding at December 31, 2005           -           -          -         -         -         -
  Granted                              21,210,368      -     $0.75-2.25     -       $1.52       -
  Exercised                                -           -          -         -         -         -
  Canceled or expired                      -           -          -         -         -         -
                                      ---------------------
Outstanding at April 1, 2006           21,210,368      -     $0.75-2.25     -       $1.52       -
                                      =====================
Exercisable at April 1, 2006           21,210,368      -     $0.75-2.25     -       $1.52       -
</TABLE>
The warrants expire at various dates ranging from January 2011 through March
2013.

                                     F-5
<PAGE>
                                 CYTATION CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

4. Earnings Per Share
  -------------------
                                          Three Months Ended
                                      -------------------------
                                         April 1,     March 31,
                                           2006         2005
                                      -------------------------

Net income available to
common shareholders                   $(1,140,828) $(37,393)
                                      -----------  ------------

Weighted average shares outstanding:
Basic                                   1,000,000   873,996

Earnings per share:
Basic                                 $    (1.14) $  (0.04)
                                      -----------  ------------

Diluted*                              $    (1.14) $  (0.04)
                                      -----------  ------------

*    Diluted weighted average per share outstanding for three months ended April
     1,  2006  does  not  include  the  effect of dilutive Series A, B, C, and D
     Preferred  Stock  and  Series  A,  B, C, D, and E Warrants because to do so
     would  have  been antidilutive. Accordingly, basic and diluted net loss per
     share  for  this  period  is  the  same.

5. 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  following 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 April 1, 2006, the
Company  has  provided  a  liability  of  $860,000  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:

                                          April 1,   December 31,
                                            2006         2005
                                      ---------------------------
                                              (Unaudited)

     Balance at Beginning of Period     $  750,000  $          0
       Warranty Charges                    744,712             0
       Warranty Payments                  (634,712)            0
                                        ----------          ----
     Balance at End of Period           $  860,000             0
                                      ===========================

                                      F-6
<PAGE>

6. Critical Accounting Policies and Estimates
---------------------------------------------

The  Company applies judgment and estimates, which may have a material effect in
the eventual outcome of assets, liabilities, revenues and expenses, for accounts
receivable,  inventory  and  goodwill.  The following explains the basis and the
procedure  for  each  asset  account  where  judgment and estimates are applied.

REVENUE RECOGNITION

The  Company  recognizes  revenues  for  manufactured  homes sold to independent
dealers  when  all  of  the  following  conditions  have  been  met:

     -    an  order  for  the  home  has  been  received  from  the  dealer,
     -    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),
     -    the home has been shipped, and
     -    risk of loss has passed to the independent dealer.

ADVERTISING COSTS

Advertising  costs  are  charged to operations when incurred and are included in
operating  expenses.  Advertising costs for the quarters ended April 1, 2006 and
2005  were,  $24,445  and  $0,  respectively.

GOODWILL

As  a result of the acquisition of DeerValley Acquisitions Corp. and Deer Valley
Homebuilders,  Inc.,  on  January  18,  2006,  goodwill  is  reflected  on  the
consolidated balance sheets. A valuation was performed by the Company and it was
determined  that  the  estimated  fair  value  of  the  goodwill in the accounts
exceeded its book value by 3,611,994. With the accrual for the Earnout Agreement
an additional $496,407 has been booked to goodwill bringing total goodwill as of
April  1,  2006  to  $4,108,401.  There  is  no  assurance that the value of the
acquired  entities  will  not  decrease  in  the future due to changing business
conditions.

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.

                                     F-7

<PAGE>
                                 CYTATION CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

7. Recent Accounting Pronouncements
  ---------------------------------

In  May  2005,  the  FASB  issued  SFAS  No.  154,  Accounting Changes and Error
Corrections, ("FAS 154"). FAS 154 replaces APB No. 20, "Accounting Changes", and
FAS  3, "Reporting Changes in Interim Financial Statements". FAS 154 changes the
accounting  for,  and  reporting  of,  a change in accounting principle. FAS 154
requires retrospective application to the prior period's financial statements of
voluntary changes in accounting principle and changes required by new accounting
standards  when  the  standard  does not include specific transition provisions,
unless  it  is impractical to do so. FAS 154 is effective for accounting changes
and  corrections  of  errors  in fiscal years beginning after December 15, 2005.
Currently, the Company is not aware of any financial impact that the adoption of
this  Statement  will  have  on  its  consolidated  financial  statements.

8. Commitments and Contingent Liabilities
  ---------------------------------------

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.

EARNOUT AGREEMENT

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 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.  In any given year during the term of the Earnout Agreement, 50%
of  the  pre-tax profit exceeding $1,000,000 per year will be accrued and become
distributable  to  the  prior shareholders. For the Fourth quarter of 2005, such
pre-tax  profit  shall  be  reduced  to  $250,000.  During the first quarter the
Company  has  not  achieved  $1,000,000 in pre-tax profit so the Company has not
accrued  any  earnout  attributable  to  the  Quarter  ending April 1, 2006. The
Company  had  pre-tax  profit  in  the  Fourth  quarter of 2005 in the amount of
$1,242,814 which $992,814 was above the Company's earnout threshold of $250,000.
The  Company  accrued  50%  of  the amount in excess of earnout threshold in the
amount  of  $496,407.  The maximum remaining potential accrual under the Earnout
Agreement  is  $5,503,593.

9. Capital Stock Purchase Agreement and Issuance of Equity
   -------------------------------------------------------

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.

In  order  to  effectuate  the  Capital  Stock  Purchase  Agreement,  Cytation
Corporation  completed  a  series  of  transactions 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.

                                      F-8

<PAGE>
                                 CYTATION CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

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.

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

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.

                                     F-9

<PAGE>
                                 CYTATION CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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.

In connection with the Series A Convertible Preferred Stock offering the Company
Calculated  the  effect of EITF 00-27 and EITF 98-5 and determined on a relative
fair  value  basis  that of the $7,456,215 raised $5,699,186 was attributable to
the  beneficial  conversion  feature  of  the  warrants  and  $1,787,029  was
attributable  to  the  beneficial  conversion feature of the preferred stock. As
such,  the  Company  adjusted  its  balance  sheet  to  reflect  an  increase of
$5,699,186  to additional paid-in capital and $1,787,029 to preferred stock. The
Company  also  noted  that  of  the $1,787,029 booked to preferred that 100% was
allocated  to  the beneficial conversion feature and was recorded as a reduction
to  preferred  stock  and  an increase to additional paid-in capital. During the
period,  $1,491,243 was amortized from the date of issuance through the earliest
conversion date allowed pursuant to the stated rights of the preferred currently
contemplated  as  a  year from issuance. Conversion can also occur anytime after
the SEC declares the registration statement effective. When the SEC declares the
registration  statement  effective  all  remaining  un-amortized  beneficial
conversion feature (as of April 1, 2006 $5,964,972) shall be considered a deemed
dividend  to  preferred  stockholders  during  that  period.

                                     F-10

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