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<ACCESSION-NUMBER>0001214782-06-000100
<TYPE>PRER14C
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<FILING-DATE>20060620
<DATE-OF-FILING-DATE-CHANGE>20060620
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CYTATION CORP
<CIK>0000095047
<ASSIGNED-SIC>2451
<IRS-NUMBER>160961436
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<FORM-TYPE>PRER14C
<ACT>34
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<FILM-NUMBER>06915520
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>4902 EISENHOWER BLVD.
<STREET2>SUITE 185
<CITY>TAMPA
<STATE>FL
<ZIP>33634
<PHONE>813-885-5998
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>4902 EISENHOWER BLVD.
<STREET2>SUITE 185
<CITY>TAMPA
<STATE>FL
<ZIP>33634
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>COLLEGELINK COM INCORP
<DATE-CHANGED>19991122
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CYTATION COM INC
<DATE-CHANGED>19990318
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>STYLEX HOMES INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
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<TYPE>PRER14C
<SEQUENCE>1
<FILENAME>cytationprer14c061406.txt
<DESCRIPTION>CYTATION CORPORATION AMENDED 14C JUNE 14, 2006
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       SCHEDULE 14C INFORMATION STATEMENT

                                 (Rule 14c-101)

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

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

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

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

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

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

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

     (4)  Proposed maximum aggregate value of transaction:

     (5)  Total fee paid:

[ ]  Fee paid previously with preliminary materials.

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


     (1)  Amount Previously Paid:

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

     (3)  Filing Party:

     (4)  Date Filed:

<PAGE>

                    PRELIMINARY AMENDED INFORMATION STATEMENT

                              DATED: June 20, 2006

                                 CYTATION CORP.
                        4902 EISENHOWER BLVD., SUITE 185
                                 TAMPA, FL 33634
                                 (813) 885-5998

                              INFORMATION STATEMENT

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

     This  Information  Statement  is  furnished  by  the  Board of Directors of
Cytation  Corp.  (the  "Company")  to  provide  notice  of  a special meeting of

stockholders of  the Company which will be held on July 12, 2006 at 2:00 p.m. at

4902 Eisenhower Blvd., Suite 185 for the purpose of electing directors, amending
the  Company's Certificate of Incorporation, increasing the Company's authorized
common  and  preferred stock, changing the name of the Company, and changing the
domicile of the Company. This special meeting of the stockholders of the Company
is  not  in  lieu  of  the  Company's  annual  meeting.

     The  record  date  for  determining  stockholders  entitled to receive this
Information  Statement has been established as the close of business on June 5,
2006  (the "Record Date"). This Information Statement will be first mailed on or

about  June 22,  2006  to stockholders of record at the close of business on the

Record  Date.

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


     This  is  a  fifth amendment to the Preliminary Schedule 14C filed with the
SEC  on February 3, 2006 and amended on February 14, 2006, April 6, 2006, May 9,
2006,  and June  2, 2006. All changes to the fourth amendment to the Preliminary

Schedule  14C  are  indicated  with  revisionmarks,    ,  just as in this
paragraph.


                       BY ORDER OF THE BOARD OF DIRECTORS


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

June 20, 2006

                                        2
<PAGE>
                    PRELIMINARY AMENDED INFORMATION STATEMENT

                              DATED: June 20, 2006

                                 CYTATION CORP.
                        4902 EISENHOWER BLVD., SUITE 185
                                 TAMPA, FL 33634
                                 (813) 885-5998
                              INFORMATION STATEMENT

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

     This  Information  Statement  contains  information  related  to  certain
corporate  actions  of  Cytation  Corporation,  a  Delaware  corporation  (the

"Company"), and is  expected  to  be mailed to shareholders on or about June 22,

2006.  Unless  otherwise  indicated  or  the  context  otherwise  requires,  all
references  below  in this Information Statement to "we," "us" and the "Company"
are  to  Cytation  Corporation,  a  Delaware  corporation,  together  with  its
wholly-owned  subsidiaries,  Deer  Valley  Acquisitions  Corp.,  a  Florida
corporation,  and  Deer  Valley  Homebuilders,  Inc.,  an  Alabama  corporation.
Specific discussions or comments relating to Cytation Corporation will reference
the  "Company,"  those relating to Deer Valley Acquisitions Corp. will reference
"DVA",  and those relating to Deer Valley Homebuilders, Inc. will be referred to
as  "Deer  Valley."

                         ABOUT THE INFORMATION STATEMENT

WHAT  IS  THE  PURPOSE  OF  THE  INFORMATION  STATEMENT?

     This  Information Statement is being provided pursuant to Section 14 of the
Securities  Exchange Act of 1934 to notify the Company's shareholders, as of the
close  of  business on the Record Date, of corporate action expected to be taken
at  the  Company's  special  meeting  of  shareholders following the acquisition
described  in  the  Summary  Term  Sheet  below.  The acquisition of Deer Valley
Homebuilders,  Inc.  was  completed on January 18, 2006. In connection with this
transaction,  it  is  proposed that we amend our Certificate of Incorporation to
authorize  more shares of common and preferred stock. This requires the approval
of  both  the  holders of a majority of the issued and outstanding shares of the
Company's common stock and our Board of Directors.

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

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

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

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

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

FINANCING:          Of  the  $6,000,000  cash  paid  at  closing,  $1,500,000
                    originated  from  a  promissory  note  payable  by  Cytation
                    Corporation.  The remainder of the purchase price originated
                    from a private placement of Cytation securities, pursuant to
                    Rule  506  promulgated under Section 4(2) the Securities Act
                    of 1933, as amended.

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

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

                                        3
<PAGE>

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

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

ADDITIONAL
INFORMATION:        For  more  complete  information,  see  below,  "DESCRIPTION
                    OF BUSINESS" and "CHANGE IN CONTROL AND ACQUISITION" in this
                    Information Statement.


WHEN  WILL  THE SPECIAL MEETING OCCUR AND WHAT BUSINESS WILL BE CONDUCTED AT THE
MEETING?

     Shareholders  holding  in  excess  of  fifty percent (50%) of the Company's
outstanding  capital  stock  are  expected to act upon certain corporate matters
outlined  in  this Information Statement, which action is expected to take place

at  the  meeting  on  July 12,  2006.

     Notice  is  hereby  given  that  the  Special  Meeting of Stockholders (the
"Meeting")  of Cytation Corporation, a Delaware corporation, will be held at the
Company's  offices,  located at 4902 Eisenhower Blvd., Suite 185, Tampa, Florida

33634,  on  July 12,  2006  at 2:00 p.m., Eastern Daylight Savings Time, for the

following  purposes:

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

     2.   To  approve  an  amendment  to  the  Company's  Certificate  of
          Incorporation  to  increase  the authorized preferred stock, par value
          $.01  per  share,  of  the Company from 1,140,000 shares to 10,000,000
          shares;

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

     4.   To  approve  an  amendment  to  the  Company's  Certificate  of
          Incorporation  to  change  the  name  of  the  Company  to Deer Valley
          Corporation.;

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

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

WHO  IS  ENTITLED  TO  NOTICE?

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

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

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

     FOR the election of each of Hans Beyer, John Giordano, and Dale Phillips to
serve  as  directors  of  Cytation  Corporation until the next annual meeting of
shareholders in the years in which their terms expire and until their successors
are duly elected and qualified, or until their earlier resignation, removal from
office, or death;

                                        4
<PAGE>

     FOR  amending  the  Company's  Certificate of Incorporation to increase the
authorized  preferred  stock,  par  value  $.01  per  share, of the Company from
1,140,000 shares to 10,000,000 shares;

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

     FOR  amending  the  Certificate  of Incorporation to change the name of the
Company to Deer Valley Corporation; and

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

WHAT  VOTE  IS  REQUIRED  TO  APPROVE  THE  PROPOSAL?

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

     AMENDING  THE  COMPANY'S  CERTIFICATE  OF  INCORPORATION  TO  INCREASE  THE
AUTHORIZED PREFERRED STOCK. For approval of the increase in preferred stock, the
affirmative vote of a majority of the shares of capital stock outstanding on the
Record  Date  will  be required for approval.

In  addition,  the holders of at least fifty percent of our issued Series A
Preferred  Stock, as a class, must consent to the increase. Shareholders holding
in  excess of fifty percent of the shares have indicated that they will vote for
approval  of  the  increase, and holders of at least fifty percent of our issued
and  outstanding  Series A Preferred Stock have indicated that they will consent
to the increase.

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

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

     CHANGING  THE  DOMICILE OF THE COMPANY.

For  approval  of  a  merger  with  a Florida corporation named Deer Valley
Corporation,  solely  for the purposes of establishing the Company's domicile in
Florida,  the  affirmative  vote  of  a  majority of the shares of capital stock
outstanding  on  the Record Date will be required for approval. In addition, the
holders  of  at least fifty percent of our issued Series A Preferred Stock, as a
class,  must  consent  to  the  merger.  Shareholders holding in excess of fifty
percent  of  the  shares  have indicated that they will vote for approval of the
merger,  and  holders  of  at  least fifty percent of our issued and outstanding
Series  A  Preferred  Stock have indicated that they will consent to the merger.

                                 PROPOSAL NO. 1

                              ELECTION OF DIRECTORS

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

                                        5
<PAGE>

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

                                 PROPOSAL NO. 2

            AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE
                           AUTHORIZED PREFERRED STOCK

     The  Company's  directors propose an amendment to the Company's Certificate
of Incorporation to increase the number of authorized shares of preferred stock,
par  value  $.01  per  share,  from  1,140,000 to 10,000,000 shares of preferred
stock,  par  value  $.01  per  share.

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

     GENERAL  CORPORATE  PURPOSE

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

     The  Company has plans to issue additional preferred stock in the future to
institutional  or  accredited  investors  in  an  offering  exempt  from  the
registration requirements of the Securities Act of 1933, as amended, pursuant to
Section  4(2)  of  that 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. A vote to increase the authorized
preferred  stock  will  facilitate  the  Company's  ability  to issue additional
capital  stock.  Such  future issuances will likely dilute current shareholders'
ownership interests in the Company.

AMENDMENT  TO  CERTIFICATE  OF  INCORPORATION

     The  amendment  to  the Company's Certificate of Incorporation provides for
the  authorization  of  8,860,000  additional  shares of the Company's preferred
stock.

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

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

                                        6
<PAGE>

ADVANTAGES AND DISADVANTAGES OF INCREASING AUTHORIZED SHARES

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

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

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

The  disadvantages  include:

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

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

NOTICE  OF  INTEREST  OF  SENIOR  MANAGEMENT  OF  DEER  VALLEY

     If Deer Valley remains profitable, certain members of the senior management
of Deer Valley will receive substantial additional payments from the acquisition
of  Deer  Valley.  Increasing  the  number of authorized shares of the Company's
preferred  stock will facilitate this transaction.  For more information, please
see  "Certain  Relationships And Related Transactions," "Change in Control," and
"Off-Balance  Sheet  Arrangements"  below.

                                 PROPOSAL NO. 3

            AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE
                             AUTHORIZED COMMON STOCK

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

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

     CONVERSION  OR  EXERCISE  OF  DERIVATIVE  SECURITIES

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

The  Company does not currently have sufficient common stock to satisfy the
conversion  provisions  of  its  outstanding convertible securities. The Company
does  not currently have any plans to issue common stock, other than in exchange
for its convertible securities.

     GENERAL  CORPORATE  PURPOSE

     The  Company's  directors  believe  that it is desirable to have additional
shares  of  common stock available for other possible future financing, possible
future  acquisition  transactions,  stock  dividends,  stock  splits,  and other
general  corporate  purposes.  The  Company's directors believe that having such
additional  authorized  shares  of  common  stock  available for issuance in the
future  should give the Company greater flexibility and may allow such shares to
be  issued  without  the  expense  and delay of a special shareholders' meeting.

                                        7
<PAGE>

Although such issuance of additional shares with respect to future financing and
acquisitions  would  dilute existing shareholders, management believes that such
transactions  would  increase  the  value  of  the  Company to its shareholders.

AMENDMENT  TO  CERTIFICATE  OF  INCORPORATION

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

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

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

ADVANTAGES AND DISADVANTAGES OF INCREASING AUTHORIZED SHARES

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

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

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

The  disadvantages  include:

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

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

NOTICE  OF  INTEREST  OF  SENIOR  MANAGEMENT  OF  DEER  VALLEY

     If Deer Valley remains profitable, certain members of the senior management
of Deer Valley will receive substantial additional payments from the acquisition
of  Deer  Valley.  Increasing  the  number of authorized shares of the Company's
common stock will facilitate this transaction.  For more information, please see
"Certain  Relationships  And  Related  Transactions,"  "Change  in Control," and
"Off-Balance  Sheet  Arrangements"  below.

                                        8
<PAGE>

                                 PROPOSAL NO. 4

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

     The  Company's  directors propose an amendment to the Company's Certificate
of  Incorporation  to change the name of the Company to Deer Valley Corporation.

GENERAL

     The  Board  of  Directors  approved  a  proposal  to  amend  the  Company's
Certificate  of  Incorporation  to  change  the  Company's  Name  to Deer Valley
Corporation.  The  Board  further  decreed that the proposal be submitted to the
shareholders.

     If  Proposal  No.  4 is approved, the Company's corporate name will be Deer
Valley  Corporation.

PURPOSE  OF  CHANGING  THE  COMPANY'S  NAME

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

AMENDMENT  OF  CERTIFICATE  OF  INCORPORATION

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

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

"FIRST: The name of the corporation (the "Corporation") is: DEER VALLEY
 ------
CORPORATION."

                                 PROPOSAL NO. 5

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

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

GENERAL

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

     The  Articles  of  Incorporation  of  the  new  Florida corporation will be
substantially  similar  to the current Delaware Certificate of Incorporation and
will  include  the  amendments  proposed  to  our  Delaware  Certificate  of
Incorporation  in  this  Information  Statement.

     See  Exhibit  99.6 for the Articles of Incorporation the Board of Directors
proposes for the Florida corporation. Except for the name of the corporation and
the  reference  to  "Articles of Incorporation" rather than to a "Certificate of
Incorporation,"  the  Bylaws of the new Florida corporation will be identical to
the  Company's  current Bylaws. The Company's directors and officers elected and
appointed  at  or  pursuant to the special meeting announced by this Information
Statement,  as  well  as  current  director,  Charles  G.  Masters, shall be the
directors  and  officers  of  the  surviving  Florida  corporation.

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

                                        9
<PAGE>

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

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

PURPOSE  OF  MERGER  WITH  FLORIDA  CORPORATION

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

           INFORMATION DISCLOSED AS PART OF THIS INFORMATION STATEMENT

                                   MANAGEMENT

OFFICERS  AND  DIRECTORS

     As  of  June 2,  2006,  the  directors  and executive officers of Cytation
Corporation,  Inc.,  their  ages,  positions,  the  dates of initial election or
appointment  as  directors  or  executive  officers, and the expiration of their
terms  are  as  set  forth  in the following table. Please note that Joel Logan,
Charles  Murphree,  and  John  Lawler are not directors or executive officers of
Cytation  Corporation  but  are  included  in  this  table pursuant to Rule 3b-7
because they are executive officers and/or directors of the Company's subsidiary
who  perform  policy-making  functions.


<TABLE>
<CAPTION>

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

Christopher Portner       40  Class I Director                     July 2001 to Present; term as
                                                                   Class I Director expires in 2006

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

                                       10
<PAGE>

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

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

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

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

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


DUTIES, RESPONSIBILITIES AND EXPERIENCE

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

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

meeting  to  be  held  in  July  2006.


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

                                       11
<PAGE>

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

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

     HANS  BEYER,  Nominee  for  Director. Since February of 2005, Mr. Beyer has
served  as  a  partner for Saxon Gilmore Carraway Gibbons Lash & Wilcox, P.A. At
Saxon  Gilmore  Carraway  Gibbons  Lash  & Wilcox, P.A., he oversees and manages
complex  legal matters. Since September 2005, Mr. Beyer has served as the Senior
Vice  President  of  Mirabilis  Ventures,  Inc.  At Mirabilis Ventures, Inc., he
oversees  private equity investments. Mirabilis Ventures, Inc. is a diversified,
privately-held  holding  company  with  interests  in  a variety of companies in
industries  including  construction,  business  consulting,  and  software
development.  In  addition,  Mr.  Beyer  is  President  and Founder for Daedalus
Consulting,  Inc.,  which  provides  Internet  research  and business consulting
services,  primarily  for  start-up  and small companies. In connection with his
position  at  Daedalus Consulting, Inc., Mr. Beyer provides consulting advice on
business  matters.  From  2003  to  February  2005,  Mr.  Beyer was a partner at
Buchanan  Ingersoll, P.C. Prior to 2002, Mr. Beyer was the founder and President
of  the  Law  Firm of Hans Christian Beyer, P.A. Mr. Beyer holds a B.A. from the
University  of  Michigan  and a J.D. from the University of Michigan Law School.

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

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

SIGNIFICANT  EMPLOYEES

     Other  than  the  executive  officers  of Deer Valley named above, no other
employees  are  required  to  be  disclosed  under  this  item. Because of their
importance  to the success of Deer Valley and the Company, Deer Valley maintains
"key  man"  life  insurance  policies,  with  Deer Valley as beneficiary, on the
former  owners  of  Deer  Valley,  including  Joel Stephen Logan II, John Steven
Lawler, and Charles Murphree.

FAMILY  RELATIONSHIPS

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

INVOLVEMENT  IN  LEGAL  PROCEEDINGS

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

     To  the  best  of  our  knowledge,  during the past five years, none of our
directors  or  executive officers were involved in any of the following: (1) any
bankruptcy  petition  filed by or against any property or business of which such

                                       12
<PAGE>

person  was  a  general  partner  or executive officer either at the time of the
bankruptcy  or  within  two  years  prior  to that time; (2) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic  violations  and  other minor offenses); (3) being subject to any order,
judgment,  or  decree,  not  subsequently reversed, suspended or vacated, of any
court  of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending,  or  otherwise  limiting  his  involvement  in any type of business,
securities  or  banking  activities; and (4) being found by a court of competent
jurisdiction  (in  a  civil action), the SEC, or the Commodities Futures Trading
Commission  to  have  violated a federal or state securities or commodities law,
and  the  judgment  has  not  been  reversed,  suspended,  or  vacated.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

     Charles  G.  Masters,  the  current  President  of  Cytation,  and  several
potential  investors  met  with  the  officers  and  principals  of  Deer Valley
Homebuilders,  Inc.  during the fall 2004 for the purpose of exploring a variety
of  potential investment relationships in or with Deer Valley Homebuilders, Inc.
Over the course of the next year, numerous possible relationships were discussed
primarily by Mr. Masters and Joel S. Logan II, the President of Deer Valley. The
founders  of  Deer  Valley  desired  to be bought out by an acquisition company,
preferably  public,  but also desired to continue to operate the company. Toward
this end, Mr. Masters formed Deer Valley Acquisitions Corp. in July of 2005. The
aforementioned  discussions  ultimately  led  to  an  agreement  for Deer Valley
Acquisitions  Corp.  to  purchase 100% of the outstanding shares of Deer Valley.
This  agreement  was  formalized  as  the Securities Purchase and Share Exchange
Agreement.  Subsequent  to  the signing of the document, DVA negotiated a merger
with Cytation Corporation, and entered into a agreement with Midtown Partners to
raise  approximately  $7,500,000  from  accredited  investors  to  allow  the
consolidated  Cytation/DVA  to  fulfill  the  cash obligations of the Securities
Purchase and Share Exchange Agreement. The entire transaction was completed as a
series of contemporaneous closings which occurred January 18, 2006 and which are
more fully described under "Change in Control and Acquisition" below. During the
past  two  years,  other  than  the  negotiations described above, there were no
negotiations,  transactions,  or material contracts between Cytation Corporation
and  Deer  Valley  Homebuilders,  Inc.

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

                                       13
<PAGE>

     In  March  2006,  the  Lender  agreed  to  convert the Promissory Note into
150,000  shares  of  Series  A  Preferred  Stock, Series A Common Stock Purchase
Warrants entitling the holder to purchase 2,000,000 shares of Common Stock at an
exercise  price  of  one  dollar and fifty cents ($1.50) per share, and Series B
Common Stock Purchase Warrants entitling the holder to purchase 1,000,000 shares
of  Common  Stock  at  an  exercise  price  of two dollars and twenty five cents
($2.25).

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

     Pursuant  an  oral  consulting  agreement  with  Ranger  Industries,  Inc.,
Cytation  paid,  in two installments on January 30, 2006 and February 8, 2006, a
$100,000  consulting  fee  to  Ranger  Industries, Inc., as payment in full, for
services  rendered. Ranger Industries, Inc. is controlled by Charles G. Masters,
the  Chief  Executive  Officer  &  President  of  Cytation  Corp.

     On  January 25 2006, the Company approved Deer Valley entering into a Sales
Contract  with  Steve J. Logan to purchase real property located at 7668 Highway
278  in  Sulligent,  Alabama(the  "Sulligent Property"). On April 18, 2006, Deer
Valley  purchased  the  Sulligent  Property  from  Steve J. Logan. The Sulligent
Property  consists  of  a  65,992  square  foot  manufacturing  plant located on
approximately  13  acres  of  land.  The Company paid the purchase price for the
Sulligent  Property of $725,000, in cash. Deer Valley obtained the funds for the
purchase  price  of  the  Sulligent  Property  from its revolving line of credit
described  below under the heading "Financing." Prior to acquiring the Sulligent
Property,  Deer  Valley's plant on the Sulligent Property operated, beginning on
February  20,  2006, under a short-term lease. Steven J. Logan is father of Deer
Valley's  President  and  General  Manager,  Joel  Logan.  The  purchase  of the
Sulligent  Property  was  approved by the disinterested members of Deer Valley's
Board of Directors and the Chief Executive Officer of Cytation Corporation.

                                       14
<PAGE>

     The  disinterested  members  of  the  board  of Deer Valley have approved a
consulting  agreement between Deer Valley and Steve J. Logan, the father of Joel
Stephen  Logan,  II,  a Member of the Board of Directors, President, and General
Manager  of  Deer  Valley.  Under  the consulting agreement, Mr. Logan agreed to
remain  as  a  personal  guarantor on a loan on the Guin property and to provide
real estate consulting services from time to time, as requested. Deer Valley, in
return,  agreed  to  pay Mr. Logan $5,000 per month for five years and to assume
the  mortgage  on  the Guin property. Mr. Logan's personal guaranty allowed Deer
Valley  to  obtain a materially lower interest rate than it would have otherwise
been  able  to  obtain. There are no specific minimum hours which Mr. Logan must
work.  There  are no enforcement provisions available to Deer Valley, should Mr.
Logan  refuse  to provide consulting services. To date, the number of consulting
hours Mr. Logan has provided has been nominal

     Midtown  Partners  &  Co.,  LLC  ("Midtown  Partners"),  an  SEC  and  NASD
registered  broker  dealer,  acted  as  the  placement  agent for the Company in
connection  with  the Series A Preferred Stock Offering and was paid commissions
as previously disclosed in the Company's filings. Christopher Phillips and other
Series B Preferred Stockholders have an ownership interest in Midtown Partners.

                              CORPORATE GOVERNANCE

AUDIT COMMITTEE

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

AUDIT COMMITTEE FINANCIAL EXPERT

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

AUDIT  COMMITTEE  CHARTER

     The  Board  of Directors has not adopted a written audit committee charter.

NOMINATING  COMMITTEE

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

     In  identifying  candidates  for  membership on the Board of Directors, the
Board takes into consideration all of the factors that it considers appropriate,
which  may  include  diversity,  knowledge  of  the Company's business and other
related  industries, skills, and experience of the nominee in the context of the
needs  of  the  Board  as  a  whole.  Nominees are selected who have the highest
personal and professional integrity, as well as demonstrated abilities, and whom
the  Board believes will best serve the long-term interests of the stockholders.
The  Board  considers recommendations from stockholders, directors and officers,
in  light  of  upcoming  elections  and actual or expected Board vacancies.  All

                                       15
<PAGE>

candidates, including those recommended by shareholders, are evaluated using the
same  criteria.  The  Board of Directors has not adopted a written charter for a
Nominating  Committee.  Due  to  the size of the Company, the Board of Directors
does not currently have a formal procedure to be followed by security holders in
submitting  recommendations  or  nominations  for  candidates  for  the Board of
Directors.  Security  holders  may  submit  such  recommendations or nominations
directly  to  the  Board  of  Directors at the Company's address, listed on this
Information  Statement.

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

COMPENSATION  COMMITTEE

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

BOARD  MEETINGS

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

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

SHAREHOLDER  COMMUNICATION  WITH  THE  BOARD

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

                COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

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

                                       16
<PAGE>

<TABLE>
<CAPTION>
                                          SUMMARY COMPENSATION TABLE (9)

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

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

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

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

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

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

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

                                       17
<PAGE>

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

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

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

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

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

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

8)   Amount  relates  to  partial  reimbursement  for  payment  of taxes accrued
     in  2004  and  payable  by  shareholder  due  to  status  as a Subchapter S
     corporation.

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

STOCK  OPTIONS  AND  STOCK  APPRECIATION  RIGHTS  GRANT  TABLE

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

STOCK  OPTIONS  AND  STOCK  APPRECIATION  RIGHTS  EXERCISE  AND  VALUATION TABLE

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

EMPLOYMENT  AGREEMENTS  WITH  NAMED  EXECUTIVE  OFFICERS

     No  employment  agreements were in effect during 2005. On January 18, 2006,
Deer  Valley entered into the following employment agreements with the following
executive officers.

                                       18
<PAGE>

     On  January  18,  2006, Deer Valley Homebuilders, Inc. entered into a seven
year  employment  agreement  with Joel Stephen Logan, II. Under the terms of Mr.
Logan's  Employment  Agreement,  Mr.  Logan  is  (a) entitled to receive a fixed
annual salary of $52,000, (b) entitled to receive a monthly "hitch bonus" of $60
per  "floor" produced by the Company, (c) is eligible to participate and receive
4.6%  of the net income before taxes of the Company, and (d) entitled to receive
health benefits and coverage, as provided by the Company. By contract, Mr. Logan
is entitled to serve on the Board of Directors of Deer Valley Homebuilders, Inc.
and  Deer  Valley Acquisitions, Corp. until the earlier of (a) the expiration of
the  non-compete  clause in his Employment Agreement, or (b) final payment under
the  Earnout  Agreement.

     On  January  18,  2006, Deer Valley Homebuilders, Inc. entered into a seven
year employment agreement with Charles L. Murphree, Jr.   Under the terms of Mr.
Murphree's Employment Agreement, Mr. Murphree is (a) entitled to receive a fixed
annual  salary  of  $52,000,  (b) entitled to receive a monthly "hitch bonus" of
$33.33  per  "floor" produced by the Company, (c) is eligible to participate and
receive  2.2% of the net income before taxes of the Company, and (d) entitled to
receive  health  benefits and coverage, as provided by the Company.

     By contract, Mr. Murphree is entitled to serve on the Board of Directors of
Deer  Valley  Homebuilders,  Inc.  and Deer Valley Acquisitions, Corp. until the
earlier  of  (a)  the  expiration  of  the  non-compete clause in his Employment
Agreement,  or  (b)  final  payment  under  the  Earnout  Agreement.

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

     By  contract,  Mr. Lawler is entitled to serve on the Board of Directors of
Deer  Valley  Homebuilders,  Inc.  and Deer Valley Acquisitions, Corp. until the
earlier  of  (a)  the  expiration  of  the  non-compete clause in his Employment
Agreement,  or  (b)  final  payment  under  the  Earnout  Agreement.

STOCK OPTION PLANS

     During 2005, the Company did not maintain any stock option plans.

COMPENSATION  OF  DIRECTORS

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

INDEPENDENT PUBLIC ACCOUNTANTS

     Following  the  resignation of Radin, Glass & Co., LLP on January 20, 2006,
the  Board  of  Directors  selected  Wheeler,  Herman, Hopkins & Lagor of Tampa,
Florida  as  the  Company's  principal  accountant  for  the  current  year.  No
accountant  is  expected to be present at the meeting of security holders, to be
available  to  respond  to  appropriate questions, or to make a statement at the
meeting  of the security holders, although the Company does not intend to oppose
attendance by Wheeler, Herman, Hopkins & Lagor or by its former auditors, Radin,
Glass  &  Co., LLP, if they should desire to attend, answer questions, or make a
statement.

CHANGE  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     Effective  as  of January 20, 2006, Radin, Glass & Co., LLP resigned as the
Company's  auditors.  The  reports  of  Radin, Glass & Co., LLP on the Company's
consolidated financial statements for the  fiscal  year  ended December 31, 2004
(the  "Audit  Period")  did  not  contain  any  adverse opinion or disclaimer of
opinion,  nor were they qualified or modified as to uncertainty, audit scope, or
accounting  principles,  except  for  an explanatory  paragraph  relating to the
Company's  ability to continue as a going concern.  During the Audit Period, the
interim  period  through  September 30, 2005, and the interim period through the
effective  date  of  resignation  (the  "Interim  Periods"),there  were  no
disagreements  with  Radin,  Glass  &  Co.,  LLP  on  any  matter of  accounting

                                       19
<PAGE>

principles  or  practices,  financial  statement  disclosure, or auditing  scope
or  procedure,  which  disagreements,  if  not  resolved to the satisfaction  of
Radin,  Glass  & Co., LLP,  would  have  caused  it to make reference thereto in
its  reports  on  the  Company's  consolidated  financial  statements  for  such
years.

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

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

     Subsequently,  on  February  3,  2006, the Company engaged Wheeler, Herman,
Hopkins & Lagor, P.A. as auditors.

AUDIT  FEES

     The  aggregate  fees  billed  by  Wheeler,  Herman,  Hopkins  &  Lagor  for
professional  services  rendered  for  the  audit  of  Deer  Valley's  financial
statements  for  the  fiscal  year ended December 31, 2005 and for the review of
Deer Valley's financial statements included in the Company's Form 10-QSB for the
period  ended  September 30, 2005, were approximately $60,000.  The fees for the
same  services rendered for comparable audits of the Company and DVA amounted to
approximately  $16,000.

     The  aggregate  fees  billed  by  Radin,  Glass & Co., LLP for professional
services  rendered for the review of the Company's financial statements included
in  the  Company's Form 10-QSB for the periods ended March 31, 2005 and June 30,
2005  were  $6,500.  The  aggregate  fees  billed by Radin, Glass & Co., LLP for
professional  services  rendered  for  the  audit  of  the  Company's  financial
statements  for  the fiscal year ended December 31, 2004 and for a review of the
Company's  financial  statements  included in the Company's Forms 10-QSB for the
periods  ended  March  31,  2004,  June  30,  2004,  and September 30, 2004 were
$17,500.

AUDIT-RELATED  FEES

     There  were  no  fees  billed  for  services  reasonably  related  to  the
performance of the  audit or review of our financial statements outside of those
fees  disclosed  above  under  "Audit  Fees"  in  the  last  two  fiscal  years.

TAX  FEES

     During  the  last two fiscal years Wheeler, Herman, Hopkins & Lagor did not
render any services for tax compliance, tax advice, or tax planning work. Radin,
Glass & Co., LLP prepared the Company's federal and state income tax returns for
fiscal  year  2004,  for  which  the  Company  paid  fees  of  $1,500.

ALL  OTHER  FEES

     There  were  no  other  fees billed by our principal accountants other than
those  disclosed  above  for  the  last  two  fiscal  years.

PRE-APPROVAL  POLICIES  AND  PROCEDURES

     Prior  to  engaging  our  accountants  to perform a particular service, our
Board  of  Directors obtains an estimate for the service to be performed. All of
the  services  described  above  were  approved  by  the  Board  of Directors in
accordance  with  its  procedures.  At the time the tax services described above
were  rendered,  the  Board  of Directors determined that the provision of those
services  was  compatible  with  maintaining  the  principal  accountant's
independence.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  table  below  sets  forth  information  with respect to the beneficial

ownership  of  our  capital stock as of June 14, 2006 for (i) any person whom we

know  to be the beneficial owner of more than 5% of our outstanding common stock
(ii)  each  of  our  directors or those nominated to be directors, and executive
officers  and  (iii)  all  of  our  directors and executive officers as a group.

                                       20
<PAGE>

<TABLE>
<CAPTION>
                           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT(1)

TITLE OF CLASS                                       NAME AND ADDRESS             AMOUNT AND NATURE        PERCENTAGE OF CLASS(2)
                                                   OF BENEFICIAL OWNER                   OF
                                                                                  BENEFICIAL OWNERSHIP
<S>                                                       <C>                            <C>                       <C>
Common Stock issuable                             Charles G. Masters, Director        1,713,335 (4)                8.6%
upon conversion of Series B                       of Cytation Corp., Chief
Preferred Stock; Common                           Executive Officer & President
Stock issuable upon                               of Cytation Corp.(3)
conversion of Series A
Preferred Stock, Series A
Common Stock Purchase
Warrants, and Series B
Common Stock Purchase
Warrants.

Common Stock                                      Christopher Portner, Director          38,332                    *
                                                  of Cytation Corporation(3)        Direct Ownership

Common Stock issuable upon                        Joel Stephen Logan, II,               500,000                   2.5%
conversion of Series A                            Member of the Board of            Direct Ownership(6)
Preferred Stock; Common                           Directors of Deer Valley
Stock issuable upon exercise                      Homebuilders, Inc., President
of Series A  and Series B                         and General Manager of Deer
Warrants                                          Valley Homebuilders, Inc.(5)

Common Stock issuable upon                        Charles L. Murphree, Jr.,             333,335                    1.6%
conversion of Series A                            Member of the Board of            Direct Ownership(7)
Preferred Stock; Common                           Directors of Deer Valley
Stock issuable upon exercise                      Homebuilders, Inc., Vice
of Series A  and Series B                         President and Regional Sales
Warrants                                          Director of Deer Valley
                                                  Homebuilders, Inc.(5)

Common Stock issuable upon                        John Steven Lawler, Member            166,668                      *
conversion of Series A                            of the Board of Directors of    Direct Ownership(8)
Preferred Stock; Common                           Deer Valley Homebuilders,
Stock issuable upon exercise                      Inc., Director of Finance,
of Series A  and Series B                         Deer Valley Homebuilders,
Warrants                                          Inc.(5)

Common Stock issuable upon                        Christopher Phillips(3)             5,357,700(9)                27.0%
conversion of Series B
Preferred Stock or Series C
Preferred Stock; Common
Stock issuable upon exercise
of Series C Warrants

                                       21
<PAGE>

Common Stock issuable upon                        Hans Beyer,                           565,933(10)                2.8%
conversion of Series A and B                      Director Nominee (3)
Preferred Stock; Common
Stock issuable upon exercise
of Series A  and Series B
Warrants

All Officers and Directors as a                                                        3,317,603                  16.7%
group (5 persons)
<FN>
*Less than 1%.

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

(2)  Applicable  percentage  of  ownership  is  based on (i) 1,000,000 shares of

     common  stock  being  issued  and  outstanding as of June 14, 2006, (ii) an

     aggregate  of  9,941,620 shares of common stock which are issuable upon the
     conversion  of  745,622  shares  of  the  Company's  Series  A  Convertible
     Preferred  Stock  currently  issued  and outstanding, (iii) an aggregate of
     4,945,100  shares of common stock which are issuable upon the conversion of
     49,451  shares  of  the  Company's  Series  B  Convertible  Preferred Stock
     currently  issued and outstanding, (iv) an aggregate of 2,675,000 shares of
     common stock which are issuable upon the conversion of 26,750 shares of the
     Company's  Series  C  Convertible  Preferred  Stock  currently  issued  and

     outstanding,  and  (v) an aggregate of 880,540 shares of common stock which

     are  issuable  upon  the conversion of 132,081 shares of Series D Preferred
     Stock.  Calculations do not include outstanding warrants, options, or other
     rights issued by the Company, unless the reporting person is the beneficial
     owner  of  the  warrant,  option,  or  other right. Beneficial ownership is
     determined  in  accordance  with  the rules of the Commission and generally
     includes  voting  of investment power with respect to securities. Shares of
     common  stock  subject to securities exercisable or convertible into shares
     of  common  stock  that  are  exercisable or exercisable within 60 days are
     deemed  to be beneficially owned by the person holding such options for the
     purpose  of  computing the percentage of ownership of such persons, but are
     not  treated  as  outstanding  for  the purpose of computing the percentage
     ownership  of any other person. Unless otherwise noted, we believe that all
     shares  are beneficially owned and that all persons named in the table have
     sole voting and investment power with respect to all shares of common stock
     owned  by  them.

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

(4)  Includes  (a)  1,630,000  common  shares  issuable  upon  conversion  of
     16,300  shares  of the Company's Series B Preferred Stock directly owned by
     Charles  G.  Masters,  (b) 33,334 common shares issuable upon conversion of
     2,500  shares  of  the  Company's Series A Preferred Stock owned by Charles
     Masters'  spouse,  (c)  33,334  common shares issuable upon exercise of the
     Company's  Series A Common Stock Purchase Warrant owned by Charles Masters'
     spouse,  and  (d)  16,667  common  shares  issuable  upon  exercise  of the
     Company's  Series B Common Stock Purchase Warrant owned by Charles Masters'
     spouse.  Charles  G.  Masters  disclaims beneficial ownership of securities
     owned  by  his  spouse,  except  to  the  extent  of his pecuniary interest
     therein,  and  the  inclusion  of  these shares in this filing shall not be
     deemed  an  admission of beneficial ownership of all of the reported shares
     for purposes of Section 16 or for any other purpose.

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

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

                                       22
<PAGE>

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

(8)  Includes  (a)  66,667  common  shares  issuable  upon  exercise  of  the
     Company's  Series A Preferred Stock, (b) 66,667 common shares issuable upon
     exercise  of  the Company's Series A Common Stock Purchase Warrant, and (c)
     33,334  common  shares  issuable  upon  exercise  of the Company's Series B
     Common Stock Purchase Warrant.

(9)  Includes  (a)  302,500 common shares issuable upon conversion of 303 shares
     of  the Company's Series B Preferred Stock owned by Famalom, LLC, an entity
     for  which Christopher Phillips serves as the managing member (b) 2,675,000
     common  shares  issuable  upon  conversion of 2,675 shares of the Company's
     Series  C  Preferred Stock owned by Total CFO, LLC, an entity for which Mr.
     Phillips  serves  as  the  managing  member, (c) 2,000,000 shares of common
     stock  which are issuable upon exercise of a Series C Warrant held by Total
     CFO,  LLC,  an entity for which Mr. Phillips serves as the managing member,
     and (d) 190,100 common shares issuable upon conversion of 190 shares of the
     Company's  Series  B  Preferred  Stock  indirectly  owned  by nature of Mr.
     Phillip's  ownership  of  Apogee Financial Investments, Inc. The conversion
     rights  of each holder of outstanding shares of Series C Preferred Stock is
     limited  in the certificate of designations, preferences and rights of such
     stock, and the exercise rights in the Series C Warrant issued to Total CFO,
     LLC  are  limited,  so,  in  each  instance,  the holder is not entitled to
     convert any Series C Preferred Stock, or exercise any Series C Warrants, to
     the  extent that, after such conversion, the sum of the number of shares of
     common  stock  beneficially  owned  by such holder and its affiliates, will
     result in beneficial ownership of more than 4.99% of the outstanding shares
     of  common  stock.  In  addition,  rights  and  designation of the Series C
     Preferred Stock are restricted so that the holder of the Series C Preferred
     Stock  does  not  vote  greater  then  4.99%  of  the  Company's issued and
     outstanding  capital stock. The Company has voluntarily elected to disclose
     Mr.  Phillips'  ownership  interest on this beneficial ownership table even
     though  he  is not a director, officer, and the Series C Preferred Stock is
     subject  to  such  conversion  and  voting  limitations.  As  a result, the
     inclusion  of  Series  C  Preferred  Stock and the Series C Warrant in this
     Filing  shall  not be deemed an admission of beneficial ownership of all of
     registered  securities  under  Section  16  or  for  any  other purpose. In
     addition, Christopher Phillips disclaims beneficial ownership of securities
     owned  by  Famalom,  LLC, Total CFO, LLC, and Apogee Financial Investments,
     Inc.,  except  to  the  extent  of  his pecuniary interest therein, and the
     inclusion  of  these shares in this Filing shall not be deemed an admission
     of  beneficial  ownership  of  all  of the reported shares or for any other
     purpose.

(10) Includes  (a)  13,333  common  shares  issuable  upon  exercise  of  the
     Company's  Series A Preferred stock, (b) 13,333 common shares issuable upon
     exercise of the Company's Series A Common Stock Purchase Warrant, (c) 6,667
     common shares issuable upon exercise of the Company's Series B Common Stock
     Purchase  Warrant,  (d)  342,500  shares  of common stock issuable upon the
     conversion  of  342.5  shares of Series B Convertible Preferred Stock owned
     indirectly through Daedalus Consulting, Inc., and (3) 190,100 common shares
     issuable  upon conversion of 190 shares of the Company's Series B Preferred
     Stock  indirectly  owned  by  nature  of  Mr. Beyer's indirect ownership of
     Apogee Financial Investments, Inc. Mr. Beyer disclaims beneficial ownership
     of  securities  owned  by  Daedalus  Consulting,  Inc. and Apogee Financial
     Investments,  Inc., except to the extent of his pecuniary interest therein,
     and  the  inclusion  of  these shares in this Filing shall not be deemed an
     admission  of beneficial ownership of all of the reported shares or for any
     other purpose.
</TABLE>

CALCULATIONS  RELATED  TO  APPROVALS  OF  PROPOSALS

     For  approval  of  each  of  the  proposals  included  in  this Information
Statement,  the  affirmative  vote  of a majority of the shares of capital stock
outstanding  on the Record Date will be required for approval.  In addition, the
holders  of  at least fifty percent of our issued Series A Preferred Stock, as a
class,  must consent to increasing the authorized preferred stock of the Company
and  merging with a Florida corporation for the sole purpose of establishing the

                                       23
<PAGE>

Company's  domicile in Florida.  Shareholders holding in excess of fifty percent
of  the  shares have indicated that they will vote for all proposals included in
this  Information  Statement.  Furthermore, holders of at least fifty percent of
our  issued  and  outstanding  Series A Preferred Stock have indicated that they
will  consent  to  increasing  the authorized preferred stock of the Company and
merging  with  a  Florida  corporation  for the sole purpose of establishing the
Company's  domicile  in  Florida.

     MAJORITY  VOTE  FOR  ALL  PROPOSALS

     In  connection  with  the  special  meeting  the  Company has solicited and
received  the  votes of shareholders holding in excess of fifty percent (50%) of
all  shares  entitled  to  vote and the consent of shareholders holding at least
fifty  percent  (50%)  of the Series A Preferred Stock, via an irrevocable proxy
limited in scope to the five proposals detailed above and limited in duration to
July  30,  2006  or the adoption of the proposals listed above, whichever occurs
earlier.  The  shareholders  listed  in  the  following  paragraphs  and  the
accompanying  table  have  signed the limited, irrevocable power of attorney and
proxy.

     Pursuant  to  the  restrictions  of  the Certificates of Designation of the
Company's  Series  A and Series C convertible preferred stock, and in accordance
with the record date of June 5, 2006, the aggregate shares available to be voted
on  the proposals are 8,585,895. Fifty percent of the aggregate shares available
to  be  voted  on  the  proposals  amounts  to  4,292,948  shares.
The  following  shareholders  have indicated that they intend to vote for all of
the  proposals:

<TABLE>
<CAPTION>

SHAREHOLDER                      NUMBER OF SHARES TO BE VOTED FOR PROPOSALS
<S>                                               <C>
Charles G. Masters                            1,430,000
-------------------------------  ------------------------------------------
Edwin McGusty                                   685,000
-------------------------------  ------------------------------------------
Deecembra Diamond                               675,000
-------------------------------  ------------------------------------------
Stacy Bagley                                    597,500
-------------------------------  ------------------------------------------
Daedalus Consulting and Hans Beyer              342,500
-------------------------------  ------------------------------------------
Richard Masters                                 250,000
-------------------------------  ------------------------------------------
Robert Christian                                100,000
-------------------------------  ------------------------------------------
Famalom, LLC and Total CFO, LLC                 302,500
-------------------------------  ------------------------------------------
Vicis Capital Master Fund                        49,900
-------------------------------  ------------------------------------------
Apogee Financial Investments, Inc.
(proxy holder)                                  190,100
-------------------------------  ------------------------------------------
TOTAL                                         4,622,500
-------------------------------  ------------------------------------------
</TABLE>

     APPROVAL  OF  AT LEAST FIFTY PERCENT OF THE ISSUED AND OUTSTANDING SERIES A
PREFERRED  STOCK

     The  voting restrictions of the Certificate of Designation of the Company's
Series  A  Preferred Stock apply only if the holders of Series A Preferred Stock
vote  with  all shareholders.  When the consent of at least fifty percent of the
holders of Series A Preferred Stock is required before certain corporate actions
may  be  taken,  no  such restrictions apply.  Accordingly, the consent of Vicis
Capital  Master  Fund, which holds approximately 60.6% of the Company's Series A
Preferred  Stock,  represents  the  consent  required  to approve increasing the
authorized preferred stock of the Company and merging with a Florida corporation
for  the  sole  purpose  of  establishing  the  Company's  domicile  in Florida.
                                       24
<PAGE>

                        CHANGE IN CONTROL AND ACQUISITION

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

     SERIES  A  PREFERRED  STOCK  OFFERING  AND  DEBT  FINANCING

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

     Since  January  18,  2006,  Cytation  Corporation  has issued an additional
$2,253,480  (or  225,348  shares) of Series A Preferred Stock, Series A Warrants
exercisable  for  3,004,640  shares  of  common  stock,  and  Series  B Warrants
exercisable  for  1,502,320  shares  of  common  stock. Such amount includes the
securities  issued  in  connection  with  the  Debt  Conversion described in the
immediately  following paragraph. Cytation has sold the Series A Preferred Stock
and  warrants  to  institutional,  accredited,  and  a  limited  number  of
non-accredited  investors  pursuant to Rule 506 promulgated by the United States
Securities and Exchange Commission under the Securities Act of 1933, as amended.

     Also,  on  January  18,  2006,  the  Company  issued  its  Interest Bearing
Non-Convertible  Installment  Promissory  Note  (the  "Promissory Note"), in the
                                                       ---------------
original  principal  amount  of  One  Million  Five  Hundred Thousand and No/100
Dollars  ($1,500,000), together with interest accruing thereon at an annual rate
of  twelve  percent  (12%)  per annum. In March 2006, Vicis Capital Master Fund,
Inc. (the "Lender") agreed to convert the Promissory Note into 150,000 shares of
Series  A Preferred Stock, Series A Common Stock Purchase Warrants entitling the
holder  to purchase 2,000,000 shares of Common Stock at an exercise price of one
dollar  and  fifty  cents ($1.50) per share, and  Series B Common Stock Purchase
Warrants entitling the holder to purchase 1,000,000 shares of Common Stock at an
exercise  price  of  two  dollars  and  twenty  five  cents  ($2.25)  (the "Debt
                                                                            ----
Conversion").
----------

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

     Midtown  Partners  &  Co.,  LLC  ("Midtown  Partners"),  an  SEC  and  NASD
registered  broker  dealer,  acted  as  the  placement  agent for the Company in
connection  with  the  Series  A  Preferred  Stock Offering. Midtown Partners is
located  in  Tampa,  Florida.  In  connection  with the Series A Preferred Stock
Offering,  the  Company  paid  Midtown  Partners  a  cash  commission  equal  to

$674,371.50 and issued (a) Series BD-1 Common Stock Purchase Warrants to Midtown
Partners  entitling Midtown Partners to purchase 919,169 shares of the Company's

common  stock  at  an exercise price of seventy five cents ($.75) per share, (b)
Series BD-2 Common Stock Purchase Warrants to Midtown Partners entitling Midtown

Partners to purchase 919,169 shares of the Company's common stock at an exercise

price  of  one  dollar  and  fifty  cents ($1.50) per share, and (c) Series BD-3
Common Stock Purchase Warrants to Midtown Partners entitling Midtown Partners to

purchase  459,581  shares  of the Company's common stock at an exercise price of

two  dollars  and  twenty five cents ($2.25) per share. See, "CAPITAL STRUCTURE"
below  for  description  of  Series  BD-1,  BD-2,  and  BD-3  Warrants.

     The  issuance of the Series BD Warrants to Midtown Partners was exempt from
the  registration  requirements  of  the  Securities  Act  of  1933, as amended,
pursuant  to  Section  4(2)  of  the Act for transactions not involving a public
offering  and  Rule 506 promulgated by the United States Securities and Exchange
Commission  under  the  Securities Act of 1933, as amended. Such securities were
issued  to  institutional  or  accredited  investors.
                                       25
<PAGE>

     Except  for  the  matters  discussed  immediately  below,  to  Cytation's
knowledge,  no  holder of Series A Preferred Stock was an affiliate of, or was a
party  to  a  material contact with, any holder of Series B Preferred Stock, any
holder  of  Series  C  Preferred  Stock,  or  the  former  owners of Deer Valley
Homebuilders,  Inc. The former owners of Deer Valley Homebuilders, Inc. acquired
$500,000,  in  the aggregate, of Series A Preferred Stock using a portion of the
proceeds from the $6,000,000 cash purchase price received upon completion of the
sale  of  100%  of  the  issued  and  outstanding  capital  stock of Deer Valley
Homebuilders,  Inc.  In  addition,  the father of Joel Logan, a former owner and
current  officer  of  Deer Valley Homebuilders, Inc., purchased 15,000 shares of
Series  A  Preferred  Stock  (and  related  Series  A and Series B warrants) for
$150,000.  Edwin  McGusty,  an  employee  of  Midtown  Partners  & Co., LLC, the
placement  agent for the Series A Preferred Offering, purchased 10,000 shares of
Series  A  Preferred  Stock  (and  related  Series  A and Series B warrants) for
$100,000.  Hans Beyer, an owner of Daedalus Consulting, an owner of 3,425 shares
of  Series B Preferred Stock, purchased 1,000 shares of Series A Preferred Stock
(and  related Series A and Series B warrants) for $10,000. Max Frye, an employee
of  Deer  Valley Homebuilders, Inc. purchased 3,750 shares of Series A Preferred
Stock (and related Series A and Series B warrants) for $37,500.

     The  proceeds  from  the  Series  A  Preferred  Stock Offering and the Loan
referenced  above  were  used as follows: (a) $6,000,000 to purchase 100% of the
issued  and  outstanding  capital  stock  of Deer Valley Homebuilders, Inc., (b)

$674,371.50  as  payment  of commissions to Midtown Partners & Co., LLC, and (c)
$781,843.50 for working capital and payment of accountant, legal, consulting and

miscellaneous  offering  expenses.

     SHARE  EXCHANGE

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

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

     ADDITIONAL  WARRANT

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

     The issuance of the Series D Common Stock Purchase Warrants was exempt from
the  registration  requirements  of  the  Securities  Act  of  1933, as amended,
pursuant  to  Section  4(2)  of  the Act for transactions not involving a public
offering  and  Rule 506 promulgated by the United States Securities and Exchange
Commission  under  the Securities Act of 1933, as amended.  Such securities were
issued  to  institutional  or  accredited  investors.
                                       26
<PAGE>

     ACQUISITION

     Pursuant to the Capital Stock Purchase Agreement dated November 1, 2005, as
amended,  Deer  Valley Acquisitions Corp., a wholly-owned subsidiary of Cytation
Corporation,  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  indirectly  wholly-owned subsidiary of Cytation
Corporation.  Pursuant to the terms of the Capital Stock Purchase Agreement, DVA
purchased one hundred percent (100%) of the issued and outstanding capital stock
of Deer Valley Homebuilders, Inc. for $6,000,000 cash.  An additional portion of
the  purchase price is calculated and paid as an earnout to the former owners of
Deer  Valley  Homebuilders,  Inc., pursuant to the Earnout Agreement, based upon
the  net  income  before taxes of Deer Valley Homebuilders, Inc. during the next
five  (5)  years  up  to  a  maximum  of  an  additional  $6,000,000.  Cytation
Corporation  engaged acquired Deer Valley Homebuilders, Inc. in order to acquire
a  profitable  manufacturing  operating  subsidiary.

     A  vote of the shareholders of Cytation Corporation was not required to (a)
acquire  one  hundred percent (100%) of the issued and outstanding capital stock
of  Deer  Valley  Homebuilders, Inc., or (b) issue the Series A Preferred Stock,
Series  B  Preferred  Stock,  Series  C  Preferred Stock or related warrants. An
affirmative  vote  of the holders of a majority of the outstanding voting shares
is required to increase the authorized capital stock. The increase in authorized
capital stock is the subject of Proposal No. 3 above.

     As  a  result  of the transaction, Cytation Corporation has issued Series A
Preferred  Stock,  Series  B  Preferred Stock, and Series C Preferred Stock. See
"CAPITAL  STRUCTURE"  below  for  a  discussion  of the rights, preferences, and
designations  of  the  Series  A  Preferred Stock, Series B Preferred Stock, and
Series  C  Preferred  Stock.

     Upon  completion of the acquisition, Deer Valley Homebuilders, Inc. entered
into  Employment  Agreements  with  Joel Stephen Logan, II, Charles L. Murphree,
Jr.,  John  Steven  Lawler.  See  "EMPLOYMENT  AGREEMENTS  WITH  NAMED EXECUTIVE
OFFICERS"  for additional information concerning these Employment Agreements. By
contract,  Mr. Logan, Mr. Murphree, and Mr. Lawler are entitled to serve on the
Board  of  Directors  of  Deer  Valley  Homebuilders,  Inc.  and  Deer  Valley
Acquisitions,  Corp.  until the earlier of (a) the expiration of the non-compete
clause  in  his  Employment  Agreement,  or  (b) final payment under the Earnout
Agreement.

     We  have  treated the transaction using purchase accounting methods, and we
have  not treated the transaction as a "reverse acquisition" or "reverse merger"
for  accounting purposes. Deer Valley Homebuilders, Inc. expenses payments under
its  Employment  Agreements  with  Messrs.  Logan,  Murphree,  and  Lawler  as
compensation  is  earned.  If  compensation  is  earned  but  not paid, then the
compensation  is  accrued  as  a  liability on Deer Valley's balance sheet. Deer
Valley  Homebuilders,  Inc.  chose  this  accounting  treatment  based upon FASB
Concepts  Statement  No.6,  paragraphs  139 through 142. The Company has adopted
SFAS 123R, beginning with on January 1, 2006.

     Deer  Valley Homebuilders Inc.'s manufactured and modular homes are subject
to  local  zoning  and  housing  regulations.  Installation of homes and utility
connections are subject to state and local regulation, and must be complied with
by  the dealer or other person installing the home. Deer Valley does not install
homes or connect utilities to homes. A number of states require manufactured and
modular  home  producers  to  post  bonds to ensure the satisfaction of consumer
warranty  claims.  Several  states  have  licensing  requirements  governing the
delivery  of manufactured and modular homes. Deer Valley has complied with these
requirements  in  Alabama,  Mississippi,  Louisiana, Arkansas, Georgia, Florida,
North  Carolina,  South  Carolina,  Tennessee,  Kentucky,  Indiana,  Illinois,
Missouri, Oklahoma, and Texas. Many of these states require that companies renew
their license applications or notify the state after a change in ownership. Deer
Valley  is in the process of notifying states of the change in its ownership and
renewing  its  licenses, when required. Some of the states which require renewal
of licenses have waived the renewal requirement.

     There  is  no  material  relationship  between  Cytation Corporation or its
affiliates,  or  any  director or officer of Cytation Corporation, and any other
party  to  the  Capital  Stock Purchase Agreement other than with respect to the
transactions  contemplated  in  the  Capital  Stock  Purchase  Agreement,  or as
disclosed in this Information Statement. Upon completion of the acquisition, the
former  owners  of  Deer  Valley  Homebuilders,  Inc.  acquired less than a five
percent  (5%)  ownership  interest  in  Cytation  Corporation.

      There are no existing agreements which may provide for a further change in
control  of  the  Company.
                                       27
<PAGE>

DESCRIPTION OF BUSINESS

     GENERAL

     Until June 20, 2001, Cytation Corporation 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 the teen marketplace. On June 20, 2001, the Company sold all of its
assets associated with these activities to TMP Worldwide Inc. for approximately
$7.2 million in cash and debt assumed.

     During  the period commencing with the fourth quarter of 2002 and ending in
December  2004,  the Company engaged in the business of providing consulting and
related services to private companies which wished to become reporting companies
under  the  Securities  Exchange  Act  of  1934,  but which lacked the financial
resources  for  an  initial  public  offering  ("IPO") and which did not wish to
become  a  reporting  company  via  a  reverse merger. Specifically, during that
period the Company provided the following services to its clients:

     -    assisted  in  the  selection  of  competent  corporate  and securities
          counsel  and  independent  auditors  experienced  in  SEC practice and
          procedure;
     -    developed  strategies,  assisted  in  applying,  and  provided  the
          stockholder distribution and base necessary, for listing on the OTCBB,
          the BBX, NASDAQ, or the American Stock Exchange, including advice with
          respect  to  meeting  applicable  initial  and  maintenance  listing
          requirements;
     -    assisted  client  companies'  outside  legal  counsel  in  the
          preparation  and  filing  with  the  SEC  of a registration statement,
          generally on Form SB-2;
     -    assisted  client  companies'  outside  legal  counsel  and  auditors
          with respect to SEC Staff comments on the registration statement;
     -    assisted  client  companies  in  preparing  for  an  audit  of  their
          financial statements in connection with the registration statement;
     -    assisted client companies in obtaining market makers;
     -    assisted  client  companies  with  respect  to  obtaining  a  "manual
          exemption" from filing requirements under state securities laws;
     -    evaluated opportunities for research on client companies;
     -    evaluated general client company profile materials;
     -    advised  client  company  management  regarding  general  private  to
          public company transition issues and matters; and
     -    introduced  client  companies  to  possible  institutional  sources of
          private financing.

     The  Company  did  not  provide  investor  relations  or  financial  public
relations services or assist client companies in selecting investor relations or
a  financial  public relations services provider. Nor did the Company underwrite
client  companies' securities. Management of the Company did not take management
or  director  positions with any client company, and the Company did not provide
consulting services related to the management or operation of client businesses.
The  Company  was compensated in cash and client company stock for its services.
All  transactions  in  the  securities  of  client  companies  were  effected by
unaffiliated  members  of the National Association of Securities Dealers in open
market transactions.

     In September  of 2004, the Company elected to become a business development
company  under the Investment Company Act of 1940. In the first quarter of 2005,
the  Company  discontinued all business operations except finding an appropriate
private  entity  with  which  it  could  engage  in  a reverse merger or similar
transaction.  In  December  of  2005,  the  Company  withdrew its election to be
treated  as  a  business development company under the Investment Company Act of
1940.  Cytation Corporation's audited balance sheet as of December 31, 2005, and
audited  statements  of  income, cash flows, and changes in stockholders' equity
for  the  one  year  periods  ending December 31, 2005 and December 31, 2004 are
attached hereto as Exhibit 99.1.

     On  January  18,  2006,  Cytation  entered into the Securities Purchase and
Share Exchange Agreement, which, among other matters, (a) resulted in Cytation's
issuance  of  approximately  $5,202,735  (or  520,274  shares)  of  its Series A
Convertible  Preferred  Stock,  $.001  Par  Value  ("Series A Preferred Stock"),
Series  A  Common  Stock  Purchase  Warrants exercisable for 6,936,980 shares of
common  stock  (the  "Series  A  Warrants"),  and Series B Common Stock Purchase
Warrants  exercisable  for  3,468,490  shares  of  common  stock  (the "Series B
Warrants")  (the  "Series A Preferred Offering"), and (b) resulted in Cytation's
issuance of its Interest Bearing Non-Convertible Installment Promissory Note, in
the  original  principal  amount of One Million Five Hundred Thousand and No/100
Dollars ($1,500,000) (the "Debt Offering").
                                       28
<PAGE>

     In  addition, on January 18, 2006, Cytation acquired 100% of the issued and
outstanding  capital  stock  of  DVA, in exchange for the issuance of (a) 49,451
shares  of  the  Company's  Series B Preferred Stock, $.001 Par Value ("Series B
Preferred  Stock"), (b) 26,750 shares of the Company's Series C Preferred Stock,
$.001  Par Value (the "Series C Preferred Stock"), and (c) Series C Common Stock
Purchase  Warrants  exercisable for 2,000,000 shares of common stock of Cytation
Corporation.  (the  "Share  Exchange").  Deer  Valley  Acquisitions,  Corp. is a
Florida  corporation  formed  in  July  2005.  DVA's audited balance sheet as of
December  31,  2005, and audited statements of income, cash flows and changes in
stockholders'  equity  for  the  six  month  period ending December 31, 2005 are
attached hereto as Exhibit 99.2.

     Immediately  after  completion of the Series A Preferred Offering and Share
Exchange,  DVA,  a  wholly  owned  subsidiary  of Cytation, acquired 100% of the
issued  and  outstanding capital stock of Deer Valley. Deer Valley is an Alabama
corporation  formed  in  January 2004. Deer Valley's audited balance sheet as of
December  31, 2005, and audited statements of income, cash flows, and changes in
stockholders' equity for the years ended December 31, 2005 and December 31, 2004
are  attached  hereto  as  Exhibit  99.3.


Because Cytation discontinued its prior operations in the first quarter of 2005,
and  was a shell company (as defined in Rule 12b-2 of the Exchange Act) from the
first  quarter of 2005 through January 18, 2006, the remaining discussion of the
Company's  business  relates  to  the  operations  of  Cytation's newly acquired
operating  subsidiary,  Deer  Valley.

     Deer  Valley  was  launched  in  January,  2004  and  is  a manufacturer of
factory-built homes in the southeastern and south central housing markets in the
United  States. As of the date of this Information Statement, we manufacture our
factory built homes in two manufacturing facilities located in Guin, Alabama and
Sulligent, Alabama.  We  rely  upon  a  team  of  regional  sales  directors and
approximately  80  independent  dealers to market our manufactured homes in over
110  retail  locations.

     As  of  the  date  of  this  Information  Statement,  we  are  selling  our
manufactured  homes  in 15 states through our network of independent dealers and
retail  centers.

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

     Each  home  that we manufacture is built and constructed in accordance with
the  federal  Manufactured Home Construction and Safety Standards promulgated by
the  U.S.  Department of Housing and Urban Development, better known as the "HUD
Code."  According to the Manufactured Housing Institute, new HUD Code homes that
were  shipped  in  November,  2005,  represented an increase of 46.7 percent, as
compared  to  shipments  made in November, 2004.  Comparing 2005 to the previous
year,  shipments  of single-section homes were up 221 percent while shipments of
multi-section  homes  were  down  16.6  percent.

     (The  terms  "multi-section"  and "multi-floor" are used interchangeably in
this document. Both terms refer to a house which is constructed by attaching two
or  more  factory  produced  "floors"  or "sections" together to form a complete
structure.)

     The  Manufactured Housing Institute estimates that hurricane-related demand
for  single-section  homes  by  the Federal Emergency Management Agency ("FEMA")
accounted  for roughly 40 percent of all manufactured homes that were shipped in
November.

     Our  production  and  marketing  efforts have concentrated on multi-section
homes  and,  as of the date of this Information Statement, we have not delivered
any  FEMA-related  orders  nor  have  we  been  contracted  to  do  so.

     In  recent years, the manufactured housing industry has suffered a downturn
in  sales  as  a  result  of  a  tightening  of  credit  standards,  restricted
availability  of retail and wholesale financing, and excessive inventory levels.
Despite  this  industry  decline, which commenced in calendar year 1999, we have
been able to successfully launch our business through an efficient manufacturing
and  production  facility,  flexible product designs, an experienced and capable
sales team, stringent cost controls, and attention to dealer relations, customer
satisfaction,  and  service  efforts.  Our  manufactured homes are often sold as
part  of  a  land-home  package  and may be financed by a conventional mortgage.
Multi-section  homes  often  have  an  appearance  similar  to  more traditional
site-built  homes,  which  are  built according to local building codes, but are
competitively  priced  when  compared  to  site-built  homes.
                                       29
<PAGE>

MANUFACTURING  OPERATIONS

     We  currently  produce  all  of our manufactured homes at two manufacturing
facilities  consisting  of an approximately 118,000 square foot facility located
in  Guin,  Alabama  and  a  65,992  square foot plant in Sulligent, Alabama. Our
Sulligent  plant  commenced  operations  on February 20, 2006. Our manufacturing
facilities  normally  function on a single-shift five-day work week basis. As of
December  31,  2005, we were producing seven (7) floors per day or approximately
1,680  floors on an annual basis. A "floor" is a section of a manufactured home.
Our  manufactured  homes  are  constructed  in  accordance  with  the  Federal
Manufactured Home Construction and Safety Standards ("HUD Standards").  In 2005,
approximately  100%  of  the  homes  we  produced  were  built to HUD Standards.

     We  plan to continue operating on a single shift, five day work week basis.
During  the fiscal year ended December 31, 2005, the Company produced an average
of  28  floor  sections  per  week.  This represented an 11.5% increase in floor
section  production  from  the 661 floor sections we produced in the fiscal year
ended  December  31,  2004.

     Because  all  of  our manufactured homes are constructed in accordance with
HUD  Standards,  our  manufacturing  facility is subject to strict oversight and
monitoring  by  the  U.S.  Department  of  Housing  and Urban Development, using
independent  third-party  inspection  agencies  for  enforcement.  Each  home we
manufacture  complies  with the HUD Standards and has a special label affixed to
the  exterior  of  the  home  indicating  that  the  home  has  been  designed,
constructed,  tested,  and  inspected to comply with stringent federal standards
set  forth in these HUD Standards. As required by the National Manufactured Home
Construction and Safety Standards Act of 1974, each home that we manufacture may
not  be  shipped  from  our  factory  unless  it complies with HUD Standards and
receives  a  certification  label from an independent third-party inspector. Our
manufacturing  facility  must  meet performance standards for heating, plumbing,
air  conditioning,  thermal  and  electrical  systems,  structural  design, fire
safety,  and  energy  efficiency.

     We  also conduct our own in-plant inspection and quality assurance program.

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

     Our  homes  are  manufactured  under  controlled  conditions  in  an indoor
facility located on 25.5 acres in Guin, Alabama, which has approximately 107,516
square  feet  of  floor  space, a frame shop with 10,800 square feet, a material
shed  with  23,172  square  feet  of  space and an office facility consisting of
11,250  square  feet  of  space.  In  addition, on February 20 2006, the Company
opened  a  65,992 square foot plant in Sulligent, Alabama. Please see "Property"
below  for  a  fuller  description  of the Guin and Sulligent plants. At the two
plants  we  employ  an average of 350 employees who generally work one shift per
day,  five  days  per  week.

     Construction of our homes is based upon an assembly line system, commencing
by  moving a unit through the plant, stopping at a number of work stations where
various  components and sub-assemblies are attached. Each section is permanently
attached  to  a  steel  support chassis, and various components are later added,
including  floors,  interior  and  exterior walls, roof, cabinets, ceilings, and
windows.

     It takes approximately 2 and 1/2 days to complete construction of a home at
our  manufacturing  facilities.  As  of December 31, 2005 we had the capacity to
produce  an  aggregate  of  approximately  seven  floors  per  day.

     Once  the  home  has  been  assembled  and  quality review testing has been
completed,  the  home  is  ready  to  be transported to a dealer location or for
installation  and  hookup  to  a  homebuyer's  utility  systems.

     While  our  manufactured  homes  are  constructed  with  many  of  the same
components  and  building  materials  used  in  site-built  homes,  we utilize a
cost-efficient assembly line manufacturing process which enables us to produce a
quality  home at a much lower cost per square foot than a traditional site-built
home.  A Deer Valley home is built with residential features, including 1/2 inch
drywall,  Thermopane(TM)  brand  windows,  enhanced  insulation,  oak  cabinets,
cultured  marble  vanities,  and two inch by six inch exterior wall construction
standards.
                                       30
<PAGE>

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

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

BACKLOG  OF  ORDERS  AND  SALES  POLICIES

     Substantially  all  production  is initiated against specific orders. As of
December 31, 2005, our backlog of orders was 11.77 weeks of orders.

     Dealer  orders  are  subject  to  cancellation  prior  to  commencement  of
production,  and  we  do  not consider our backlog to be firm orders. Because we
operate  in  an industry where order lead times are extremely short, Deer Valley
does not view backlog at any point in time to be indicative of the level of Deer
Valley's  future  revenues.

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

COMPONENTS

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

TRADEMARKS,  PATENTS  AND  INTELLECTUAL  PROPERTY  RIGHTS

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

PRODUCTS

     We  currently  offer  22  different  models  of  manufactured homes, with a
variety  of  decors  that  are  marketed  under  our Deer Valley brand name.  We
currently  manufacture  and  sell multi-section manufactured homes, with 100% of
the  manufactured  homes  we produced in 2005 consisting of multi-section units.

We offer over 22 different floor plans, ranging in size from approximately 1,560
to  2,580  square  feet.  Many  of  our  homes are customized to the homebuyer's
specifications.  We  believe  that  our  willingness  to  offer factory trim-out
services  and  customize  floor  plans  and  design  features to match homebuyer
preferences is a principal factor which differentiates us from our competitors.
                                       31
<PAGE>

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

     Deer  Valley has traditionally focused on designing manufactured homes with
features  comparable  to  site-built homes. In addition to offering the consumer
options  specified  in  the  preceding  paragraph,  Deer Valley generally offers
extensive  customization  of  floor plan designs and exterior elevations to meet
specific customer preferences.

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

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

Number  of  Homes  Sold:
-----------------------
     Multi-section  Homes       1,385  floors  or  842  units
     Total  Homes               1,385  floors  or  842  units

<TABLE>
<CAPTION>

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

INDEPENDENT  DEALER  NETWORK

     As  of  the  date  of  this  Filing,  we had approximately 80 participating
independent dealers marketing our manufactured homes at 110 locations.

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

     We  believe  that  our  independent  dealer network enables us to avoid the
substantial  investment  in  management,  capital,  and overhead associated with
company-owned  sales  centers.  Although  we  do  not rely upon exclusive dealer
arrangements, we typically rely upon a single dealer within a given geographical
market  to  distribute  our  products.  We  believe  our strategy of selling our
manufactured  homes  through  independent  dealers  helps  to  ensure  that  our
manufactured  homes  are  competitive  with those of other companies in terms of
quality,  consumer  acceptability,  product  design,  and  price.
                                       32
<PAGE>

MARKETS  SERVED

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

<TABLE>
<CAPTION>

Regions                       Primary States                   Percentage of Revenue by Region
<S>                               <C>                                        <C>
Southeast      Alabama, Florida, Georgia, Kentucky,                          85%
               Mississippi, North Carolina, South Carolina and
               Tennessee

South Central  Louisiana, Oklahoma, Texas, Illinois, Arkansas,               15%
               Missouri, and Indiana
</TABLE>

     Our  manufacturing  facility  currently serves approximately 80 dealers and
our  sales  staff maintains and monitors our relationships with each independent
retailer  in  an  effort to maintain excellent relationships with our network of
independent  dealers.

OUR  SALES  FORCE

     At  December  31,  2005,  Deer  Valley  sold  manufactured  homes  through
approximately 80 independent dealers at approximately 110 retail locations in 15
states, principally in the southeastern and south-central United States.

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

CONTINUING  OPERATIONS

MANUFACTURED  HOMES  -  INDUSTRY  OVERVIEW

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

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

     Also,  many  of  our  independent dealers offer optional features including
central  air  conditioning,  carports,  garages,  and  furniture  packages.

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

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

     The  manufactured housing market entered into a steep decline that began in
1999 before stabilizing at or near a historical lows in 2003 and 2004.  Although
industry  wide  shipments overall increased in 2005, such overall  increase was,
in  large  part,  a  result  of  homes  made to FEMA specifications and sold for
disaster  relief.  In  addition,  because  the  FEMA  specifications  are  for
single-wide  homes, the percentage of multisection homes being produced relative
to  the  total  number  of  manufactured  homes  being produced also has dipped.
Management  believes  that the dip in the percentage of multisection homes being
produced  relative to the total manufactured home industry is likely a temporary
trend,  and  will  reverse  as FEMA sales slow-down.  Management continues to be
encouraged  by  its continued back-log, now at over 300 homes, and the excellent
reviews  for  its regionally designed homes received from dealers and consumers.
                                       33
<PAGE>

WARRANTIES,  QUALITY  CONTROL,  AND  SERVICE

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

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

     At  each  of  its  two manufacturing facilities Deer Valley has experienced
quality  assurance  personnel  who  provide  on-site service to dealers and home
buyers. Deer Valley continuously works to enhance its quality assurance systems,
placing  high  emphasis on improving the value and appeal of Deer Valley's homes
and  reducing  consumer  warranty  claims.  Please see "Property" below for more
information on our manufacturing facilities.

INDEPENDENT  DEALER  FINANCING

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

     The  risk  of  loss which we face under these repurchase agreements is also
lessened  by  additional  factors  listed  below  at  "Reserve  for  Repurchase
Commitments."

     As  of  December  31,  2005,  Deer Valley's contingent repurchase liability
under  floor  plan  financing  arrangements  through  independent  dealers  was
approximately $9,600,519.

     While  homes  repurchased  by  Deer  Valley  under  floor-plan  financing
arrangements  are  usually sold to other dealers, no assurance can be given that
Deer  Valley  will  be  able  to  sell  to  other  dealers homes which it may be
obligated  to  repurchase in the future or that Deer Valley will not suffer more
losses with respect to, and as a consequence of, those arrangements than we have
accrued  in  our  financial  statements.

COMPETITION

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

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

     The  capital  requirements  for  entry  as  a  producer in the manufactured
housing  industry  are  relatively small. However, Deer Valley believes that the
qualifications  for  obtaining  inventory  financing,  which  are based upon the
financial  strength  of  the manufacturer and each of its dealers, have recently
become  more  difficult  to  meet due to the departure of financial institutions
from  the  market  and  efforts of our competitors to add dealers to their sales
network.
                                       34
<PAGE>

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

COMPETITIVE NICHE

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

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

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

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

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

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

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

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

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

WE  HAVE  A  STRONG  NETWORK  OF  INDEPENDENT  DEALERS.

     We  have  a  strong  network of independent dealers who operate in a highly
fragmented  industry  consisting  of  approximately  8,000 dealers in the United
States.

     We do not own any company retail stores and do not provide any financial or
insurance-related  services  which  could  significantly  increase Deer Valley's
administrative  expenses.

     We  maintain  close  relationships with each of our independent dealers and
carefully  monitor  our service responsibilities to the customers who purchase a
manufactured  home  from us. We also provide significant volume discounts to our
dealers  in  an  effort  to  maintain  a  strong network of independent dealers.

REGULATION

     Deer  Valley's manufactured homes are subject to a number of federal, state
and local laws. Construction of manufactured housing is governed by the National
Manufactured Housing Construction and Safety Standards Act of 1974 ("1974 Act").
In  1976,  HUD  issued regulations under the 1974 Act establishing comprehensive
national  construction  standards.  The  HUD  regulations  cover  all aspects of
manufactured  home  construction,  including  structural integrity, fire safety,
wind  loads, thermal protection, plumbing, and electrical work. Such regulations
preempt  conflicting  state  and  local regulations. Deer Valley's manufacturing
facilities  and the plans and specifications of its manufactured homes have been
approved  by  a  HUD-designated  inspection agency. An independent, HUD-approved
third-party  inspector  checks  each  of  Deer  Valley's  manufactured homes for
compliance  during  at  least  one  phase  of construction. In 1994, HUD amended

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manufactured  home  construction  safety  standards  to  improve  the wind force
resistance  of  manufactured  homes sold for occupancy in coastal areas prone to
hurricanes.  Failure to comply with the HUD regulations could expose Deer Valley
to  a  wide  variety  of sanctions, including closing Deer Valley's plants. Deer
Valley  believes  its  manufactured  homes  meet  or  surpass  all  present  HUD
requirements.

     Manufactured,  modular,  and  site-built  homes  are  all  built  with
particleboard,  paneling,  and other products which contain formaldehyde resins.
Since  February  1985,  HUD  has  regulated  the  allowable  concentration  of
formaldehyde  in  certain  products  used  in  manufactured  homes  and requires
manufacturers  to warn purchasers concerning formaldehyde-associated risks. Deer
Valley  currently  uses  materials  in  its  manufactured  homes  which meet HUD
standards  for  formaldehyde  emissions  and  which  otherwise  comply  with HUD
regulations  in  this  regard.  In  addition, certain components of manufactured
homes  are  subject  to  regulation  by  the  Consumer Product Safety Commission
("CPSC") which is empowered to ban the use of component materials believed to be
hazardous  to  health  and  to  require  the  manufacturer  to repair defects in
components  of  its  homes.  The  CPSC, the Environmental Protection Agency, and
other  governmental  agencies  are  evaluating  the  effects of formaldehyde. In
February  1983,  the  Federal  Trade  Commission  adopted  regulations requiring
disclosure of manufactured home's insulation specifications.

     Deer  Valley Homebuilders Inc.'s manufactured and modular homes are subject
to  local  zoning  and  housing  regulations.  Installation of homes and utility
connections are subject to state and local regulation, and must be complied with
by  the dealer or other person installing the home. Deer Valley does not install
homes or connect utilities to homes. A number of states require manufactured and
modular  home  producers  to  post  bonds to ensure the satisfaction of consumer
warranty  claims.  Several  states  have  licensing  requirements  governing the
delivery  of manufactured and modular homes. Deer Valley has complied with these
requirements  in  Alabama,  Mississippi,  Louisiana, Arkansas, Georgia, Florida,
North  Carolina,  South  Carolina,  Tennessee,  Kentucky,  Indiana,  Illinois,
Missouri, Oklahoma, and Texas. Many of these states require that companies renew
their license applications or notify the state after a change in ownership. Deer
Valley  is in the process of notifying states of the change in its ownership and
renewing  its  licenses, when required. Some of the states which require renewal
of licenses have waived the renewal requirement.

REGULATORY  APPROVAL

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

LEGAL PROCEEDINGS

     Although  the Company in the normal course of business is subject to claims
and  litigation, the Company is not a party to any material legal proceeding nor
is the Company aware of any circumstance which may reasonably lead a third party
to  initiate  legal  proceeding  against  the  Company.

     As  of  the  date  of  this  filing, there are no material pending legal or
governmental proceedings relating to our Company or properties to which we are a
party,  and  to  our knowledge there are no material proceedings to which any of
our  directors,  executive  officers, or affiliates are a party adverse to us or
which have a material interest adverse to us.

                                CAPITAL STRUCTURE

     Our  authorized  capital  consists of 2,000,000 shares of common stock, par
value $.001 per share (these shares are referred to herein as "common shares" or
"common  stock"),  and  1,140,000  shares of preferred stock, par value $.01 per
share  (these  shares  are referred to herein as "preferred shares or "preferred
stock"),  having such rights, preferences, privileges and restrictions as may be
designated from time-to-time by our board of directors. On January 18, 2006, our
board  of  directors  designated (a) 750,000 of the preferred shares as Series A
Convertible  Preferred  Stock  (these shares are referred to herein as "Series A
Preferred  Stock"),  with  the  rights, preferences, privileges and restrictions
described  below,  (b)  49,451  of  the preferred shares as Series B Convertible
Preferred  Stock  (these  shares  are  referred to herein as "Series B Preferred
Stock"),  with  the  rights,  preferences, privileges and restrictions described
below,  and (c) 26,750 of the preferred shares as Series C Convertible Preferred
Stock  (these shares are referred to herein as "Series C Preferred Stock"), with
the  rights, preferences, privileges and restrictions described below. Our board
of  directors designated 300,000 of the preferred shares as Series D Convertible
Preferred  Stock  (these  shares  are  referred to herein as "Series D Preferred
Stock"),  with  the  rights,  preferences, privileges and restrictions described
below.  As of June 2, 2006 there were issued and outstanding 1,000,000 shares of
Common  Stock,  745,622  shares  of  Series  A Preferred Stock, 49,451 shares of
Series B Preferred Stock, 26,750 shares of Series C Preferred Stock, and 132,081
shares  of  Series  D  Preferred  Stock. Our shares of Common Stock were held by
approximately  350  stockholders  of  record  as  of  that  date.
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<PAGE>

     On  April 17, 2006, the Company completed a private placement of $1,320,810
of  its  Series  D  Convertible  Preferred  Stock  (the "Series D Offering"). In
connection  with the Series D Offering, the Company issued (a) 132,081 shares of
its  Series D Convertible Preferred Stock and (b) Series E Common Stock Purchase
Warrants  entitling  the holder to purchase up to an aggregate of 880,540 shares
of  its  Common  Stock  at an exercise price of three dollars ($3.00) per share.

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

     Midtown  Partners  &  Co.,  LLC  ("Midtown  Partners"),  an  SEC  and  NASD
registered  broker  dealer,  acted  as  the  placement  agent for the Company in
connection  with  the issuance of Series D Convertible Preferred Stock.  Midtown
Partners  is  located  in  Tampa,  Florida.  In  connection  with  the  Series D
Offering,  Midtown  Partners  is  entitled  to receive cash commissions equal of
$99,181,  plus  payment of $19,836 as reimbursement of non-accountable expenses.
Midtown Partners & Co., LLC is also entitled to receive (a) a Series BD-4 Common
Stock  Purchase  Warrant entitling Midtown Partners to purchase 66,121 shares of
the  Company's  common  stock at an exercise price of one dollar and fifty cents
($1.50)  per  share,  and  (c)  a  Series  BD-5  Common  Stock Purchase Warrants
entitling  Midtown  Partners  to  purchase 66,121 shares of the Company's common
stock  at  an  exercise  price  of  three  dollars  ($3.00)  per  share.

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

     We  currently  do not have enough common stock to issue upon the conversion
of  all  or  a material portion of our issued and outstanding Series A Preferred
Stock,  Series  B  Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock  and  the  issued  and  outstanding  Series A Warrants, Series B Warrants,
Series  C  Warrants, Series D Warrant, Series E Warrants, and Series BD Warrants
described  below.  Although  we currently do not have enough stock to issue upon
the  conversion  or exercise of such securities, management currently intends to
record  such  securities as equity on our balance sheet as of March 31, 2006 for
the  following  reasons:

     (1)  A shareholder  holding  proxies  to  vote  no  less than 50.01% of the
          voting  capital  stock  of  the Company has acknowledged and agreed to
          vote  their  shares  to  increase  our  authorized  common  stock from
          2,000,000  shares  to  100,000,000  share  at  our shareholder meeting

          currently  scheduled to occur on July 12, 2006. Upon the occurrence of

          such  proposed increase, we will have sufficient common stock to issue
          upon  conversion  or  exercise,  as applicable, of all issued Series A
          Preferred  Stock,  Series B Preferred Stock, Series C Preferred Stock,
          Series D Preferred Stock, Series A Warrants, Series B Warrants, Series
          C  Warrants,  Series  D  Warrant,  Series  E  Warrants,  and Series BD
          Warrants

     (2)  No Series  A  Preferred  Stock,  Series  B  Preferred  Stock, Series C
          Preferred Stock, or Series D Preferred Stock is convertible before the
          earlier  of  (a)  the effective date of our registration statement, or
          (b)  one  (1) year from the date of issuance. In addition, no Series A
          Warrants,  Series  B  Warrants,  Series  C Warrants, Series D Warrant,
          Series  E  Warrants,  or Series BD Warrants are exercisable before the
          effective  date of our registration statement. 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
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<PAGE>

          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.

COMMON SHARES

     Our  common  shareholders are entitled to one vote per share on all matters
to be voted upon by those shareholders and are not entitled to cumulative voting
for  the  election of directors. Subject to the rights of our Series A Preferred
Stock to receive preferential dividends, our common shareholders are entitled to
receive  ratably,  with  the  holders  of  Series  B  Preferred  Stock, Series C
Preferred  Stock,  and  Series  D  Preferred  Stock  in dividends as they may be
declared  by  our  board  of  directors  out of funds legally available for that
purpose.  Subject to (a) the rights of our Series A Preferred Stock to receive a
preferential payment, in an amount equal to stated value plus accrued dividends,
upon  liquidation,  dissolution, or winding up of the Company, (b) the rights of
our  Series B Preferred Stock to receive a preferential payment, in an aggregate
amount of $100,000, upon liquidation, dissolution, or winding up of the Company,
(c)  the  rights  of  our  Series  C  Preferred  Stock to receive a preferential
payment,  in  an aggregate amount of $100,000, upon liquidation, dissolution, or
winding up of the Company, and (d) the rights of our Series D Preferred Stock to
receive  a  preferential  payment,  in  an  aggregate  amount  of  $30,000, upon
liquidation,  dissolution, or winding up of the Company, our common shareholders
will  be entitled to share ratably, with the holders of Series B Preferred Stock
and  Series  C  Preferred  Stock  on an as-converted basis, in all of the assets
which  are  legally  available  for distribution, after payment of all debts and
other  liabilities.  Our  common  shareholders have no preemptive, subscription,
redemption  or conversion rights. All of our currently outstanding common shares
are  validly  issued,  fully  paid  and  non-assessable.

PREFERRED SHARES

     We  may  issue our preferred shares from time to time in one or more series
as  determined by our board of directors. The voting powers and preferences, the
relative  rights  of  each  series,  and  the  qualifications,  limitations  and

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<PAGE>

restrictions  thereof  may  be established by our board of directors without any
further  vote  or  action by our shareholders. None of our preferred stock has a
redemption  date.  All  of  our  preferred  stock  converts to common stock on a
post-dividend  basis.

     SERIES A PREFERRED STOCK

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

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

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

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

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

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

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

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

     In  addition,  we  cannot,  without  the  prior  approval of the holders of
     at  least  fifty  percent  (50%)  of our then issued and Series A Preferred
     Stock voting as a separate class:


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

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<PAGE>

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

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

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

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

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

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

     SERIES B PREFERRED STOCK

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

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

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

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

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

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

                                       40
<PAGE>

     SERIES C PREFERRED STOCK

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

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

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

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

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

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

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

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

                                       41
<PAGE>

SERIES D PREFERRED STOCK

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

-    RANK- Our  Series  D Preferred Stock ranks junior to our Series A Preferred
     Stock,  ranks  pari  passu  with  our Series B Preferred Stock and Series C
     Preferred  Stock  as  to  an  initial aggregate liquidation preference, and
     ranks  pari  passu,  on an as converted basis, with our common stock, as to
     all  other  matters,  including  voting  rights,  payment of dividends, and
     liquidation,  after  payment  of  the  initial  liquidation  preference  of
     $100,000  to the holders of Series B Preferred Stock and Series C Preferred
     Stock  and  of  $30,000  to  holders  of  Series  D  Preferred  Stock.

-    CONVERSION-Each  1.5  outstanding  shares of Series D Convertible Preferred
     Stock shall automatically be converted into ten (10) shares of Common Stock
     upon  the shareholders' approval of an increase in the authorized shares of
     common  stock  of  the  Company.

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

-    LIQUIDATION  RIGHTS-In  the  event  of  any  liquidation,  dissolution  or
     winding-up  of  the Company, either voluntary or involuntary, after payment
     of  any  liquidation preference to the holders of Series A Preferred Stock,
     the  holders of Series D Preferred Stock are entitled to receive an initial
     aggregate liquidation preference of $30,000, and then the holders of Series
     D  Preferred  Stock are entitled to participate ratably, on an as-converted
     basis,  with  our  common  stock  as  to  any  distribution  of  assets.

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

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<PAGE>

OPTIONS AND WARRANTS CONVERTIBLE INTO COMMON SHARES

     As of June 2, 2006, there were outstanding Series A Common Stock Purchase
Warrants  entitling  the  holders  to  purchase  up to an aggregate of 9,941,641
shares  of  Common  Stock  at  an  exercise  price of one dollar and fifty cents
($1.50)  per  share.  A Series A warrant is exercisable, in whole or in part, at
any  time  after  the  earlier of (a) the date a registration statement covering
such  Series  A warrants and underlying warrant shares is declared effective, or
(b)  twelve  (12) months from the date of grant and before the close of business
on  the  date  five  (5)  years  from  the  initial  exercise  date.

     As of June 2, 2006, there were outstanding Series B Common Stock Purchase
Warrants  entitling  the  holders  to  purchase  up to an aggregate of 4,970,827
shares of Common Stock at an exercise price of two dollars and twenty five cents
($2.25)  per  share.  A Series B warrant is exercisable, in whole or in part, at
any  time  after  the  earlier of (a) the date a registration statement covering
such  Series  B warrants and underlying warrant shares is declared effective, or
(b)  twelve  (12) months from the date of grant and before the close of business
on  the  date  seven  (7)  years  from  the  initial  exercise  date.

     As  of  June 2,  2006,  there  were  outstanding Series C Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
2,000,000  shares  of  Common  Stock  at an exercise price of seventy five cents

                                       43
<PAGE>

($.75)  per  share. The Series C warrant is exercisable, in whole or in part, at
any  time  after  the  earlier of (a) the date a registration statement covering
such  Series  C warrants and underlying warrant shares is declared effective, or
(b)  twelve  (12) months from the date of grant and before the close of business
on the date five (5) years from the initial exercise date.

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

     As of June 2, 2006, there were outstanding Series E Common Stock Purchase
Warrants  entitling the holders to purchase up to an aggregate of 880,544 shares
of  Common  Stock  at  an exercise price of three dollars ($3.00) per share. The
Series  E  warrant  is  exercisable,  in whole or in part, at any time after the
earlier of (a) the date a registration statement covering such Series E warrants
and  underlying  warrant shares is declared effective, or (b) twelve (12) months
from  the  date  of grant and before the close of business on the date three (3)
years  from  the  initial  exercise  date.

     As  of  June 2,  2006,  there  were  outstanding  Series BD-1 Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of

919,162 shares of Common Stock at an exercise price of seventy five cents ($.75)

per  share.  A  Series  BD-1 warrant is exercisable, in whole or in part, at any
time  after  the  earlier of (a) the date a registration statement covering such
Series BD-1 warrants and underlying warrant shares is declared effective, or (b)
twelve  (12)  months  from the date of grant and before the close of business on
the  date  five  (5)  years  from  the  initial  exercise  date.

     As  of  June 2,  2006,  there  were  outstanding  Series BD-2 Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of

919,162  shares  of  Common  Stock  at an exercise price of one dollar and fifty

cents  ($1.50)  per  share. A Series BD-2 warrant is exercisable, in whole or in
part,  at  any  time  after the earlier of (a) the date a registration statement
covering  such  Series  BD-2  warrants and underlying warrant shares is declared
effective, or (b) twelve (12) months from the date of grant and before the close
of  business  on  the  date  five  (5)  years  from  the  initial exercise date.

                                       44
<PAGE>

     As  of  June 2,  2006, there were outstanding Series BD-3 Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of

459,581  shares  of  Common Stock at an exercise price of two dollars and twenty

five  cents ($2.25) per share. A Series BD-3 warrant is exercisable, in whole or
in  part, at any time after the earlier of (a) the date a registration statement
covering  such  Series  BD-3  warrants and underlying warrant shares is declared
effective, or (b) twelve (12) months from the date of grant and before the close
of business on the date seven (7) years from the initial exercise date.

     As  of  June 2,  2006,  there  were outstanding Series BD-4 Common Stock
Purchase Warrants entitling the holders to purchase up to an aggregate of 61,120
shares  of  Common  Stock  at  an  exercise  price of one dollar and fifty cents
($1.50)  per  share.  A Series BD-4 warrant is exercisable, in whole or in part,
at  any time after the earlier of (a) the date a registration statement covering
such  Series  BD-4 warrants and underlying warrant shares is declared effective,
or  (b)  twelve  (12)  months  from  the  date  of grant and before the close of
business  on  the  date  five  (5)  years  from  the initial exercise date.

     As  of  June  2,  2006,  there  were  outstanding  Series BD-5 Common Stock
Purchase Warrants entitling the holders to purchase up to an aggregate of 61,120
shares  of Common Stock at an exercise price of three dollars ($3.00) per share.
A Series BD-5 warrant is exercisable, in whole or in part, at any time after the
earlier  of  (a)  the  date  a  registration statement covering such Series BD-5
warrants and underlying warrant shares is declared effective, or (b) twelve (12)

months from the date of grant and before the close of business on the date three
(3)  years  from  the  initial  exercise  date.


LIMITATION  ON  EXERCISE  OF  WARRANTS

     The  exercise  rights  of  the  Series  A,  B, C, D, E, and BD Warrants are
limited  so  that  the  holder  is  not entitled to exercise such warrant to the
extent  that,  after  such  exercise,  the sum of the number of shares of common
stock  beneficially  owned  by  such  holder  and its affiliates, will result in
beneficial  ownership  of  more  than  4.99% of the outstanding shares of common
stock.

                                       45
<PAGE>

     The  Company  issued  the  warrants  described above in connection with the
issuance of the Company's Series A Preferred Stock. We have valued our warrants,
according to the Black-Scholes Option Pricing Model, as follows:

<TABLE>
<CAPTION>

WARRANTS                       NUMBER    YEARS  VOLATILITY   STRIKE $   STOCK $   RISK   FAIR VALUE      TOTAL
                                                                                  FREE       PER      FAIR VALUE
                                                                                  RATE     WARRANT         $
<S>                             <C>       <C>      <C>         <C>       <C>       <C>      <C>          <C>
Class A Warrants              9,941,639    5        32%    $    1.50  $   2.48    4.82%  $    1.39    13,818,878
                                         years

Class B Warrants              4,970,824    7        32%    $    2.25  $   2.48    4.84%  $    1.19     5,915,281
                                         years

Class C Warrants              2,000,000    5        32%    $    0.75  $   2.48    4.82%  $    1.90     3,800,000
                                         years

Class D Warrants              2,000,000    7        32%    $    0.75  $   2.48    4.82%  $    1.96     3,920,000
                                         years

Class E Warrants                880,540    3        32%    $    3.00  $   2.48    4.82%  $    0.50       438,421
                                         years

Class BD-1 Warrants             919,162    5        32%    $    0.75  $   2.48    4.82%  $    1.90     1,746,408
                                         years

Class BD-2 Warrants             919,162    5        32%    $    1.50  $   2.48    4.82%  $    1.39     1,277,635
                                         years

Class BD-3 Warrants             459,581    7        32%    $    2.25  $   2.48    4.84%  $    1.19       546,901
                                         years

Class BD-4 Warrants              66,121    5        32%    $    1.50  $   2.48    4.84%  $    1.39        91,908
                                         years

Class BD-5 Warrants              66,121    3        32%    $    3.00  $   2.48    4.84%  $    0.50        32,922
                                         years
Total Fair Value of Warrants                                                                          31,463,524
</TABLE>

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

     Our  common stock trades on the OTC Bulletin Board under the trading symbol
"CYON."  The  prices  set  forth  below  reflect  the quarterly high and low bid
information  for shares of our common stock during the last two fiscal years, as
reported  by  the  OTC  Bulletin Board. These prices reflect inter-dealer prices
without  retail  markup,  markdown,  or commission, and may not represent actual
transactions.  Please  note  that  the board of directors approved a two-for-one
stock  dividend  on  November  4,  2005,  which  doubled  the  numbers of shares
outstanding. This stock dividend did not include our preferred stock. The prices
listed  for  the quarter which ended on December 31, 2005, reflect post-dividend
sales.  The  remaining  prices,  for  quarters preceding the dividend, have been
adjusted  to  retroactively  reflect  post-dividend  sales.

<TABLE>
<CAPTION>
2005 QUARTER ENDED                 HIGH                            LOW
<S>                                 <C>                            <C>
December 31, 2005                  $4.25                           $0.60
September 30, 2005                 $0.75                           $0.25
June 30, 2005                      $0.875                          $0.175
March 31, 2005                     $0.50                           $0.125

                                       46
<PAGE>

2004 QUARTER ENDED
December 31, 2004                  $1.50                           $0.895
September 30, 2004                 $2.50                           $1.15
June 30, 2004                      $5.125                          $0.30
March 31, 2004                     $0.30                           $0.30
</TABLE>

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

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

                             FINANCIAL INFORMATION

FINANCIAL STATEMENTS

     At the end of 2005, Cytation had nominal operations and was a shell company
(as  defined  in Rule 12b-2 of the Exchange Act). As a result of the acquisition
of  Deer  Valley  Homebuilders,  Inc.  on  January  18,  2006,  Cytation now has
significant  assets  and  gross  revenues  in excess of $3,000,000 per month. To
facilitate  understanding  of  the  financial effect of this acquisition and for
clarity  of  presentation,  the  following  financial statements are attached as
exhibits to this Information Statement:

EXHIBIT

99.1      Financial  Statements  of  Cytation  Corporation:  audited  statements
          of  income, cash flows and changes in stockholders' equity for the one
          year periods ending December 31, 2005 and December 31, 2004.

99.2      Financial  Statements  of  Deer  Valley  Acquisitions  Corp.:  audited
          balance  sheet  as  of  December  31,  2005, and audited statements of
          income,  cash  flows  and  changes in stockholders' equity for the six
          month period ending December 31, 2005.

99.3      Financial  Statements  of  Deer  Valley  Homebuilders,  Inc.:  audited
          balance  sheet  as  of  December  31,  2005, and audited statements of
          income,  cash  flows and changes in stockholders' equity for the years
          ended December 31, 2005 and December 31, 2004.


99.4      Consolidated Financial  Statements  as  of  April 1, 2006 (unaudited).




     It  is  imperative  that  investors  read  the  footnotes  to the financial
statements  attached  to  this  filing.

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

     CAUTIONARY  NOTICE  REGARDING  FORWARD  LOOKING  STATEMENTS

     We  desire to take advantage of the "safe harbor" provisions of the Private
Securities  Litigation  Reform  Act  of  1995.  This filing contains a number of
forward-looking  statements  which  reflect  management's  current  views  and
expectations  with respect to our business, strategies, products, future results
and events, and financial performance.  All statements made in this filing other

                                       47
<PAGE>

than  statements  of  historical fact, including statements addressing operating
performance,  events,  or  developments  which management expects or anticipates
will  or  may  occur  in the future, including statements related to distributor
channels,  volume  growth,  revenues,  profitability,  new products, adequacy of
funds  from  operations,  statements  expressing  general  optimism about future
operating  results,  and  non-historical  information,  are  forward  looking
statements.  In  particular,  the  words  "believe,"  "expect,"  "intend,"
"anticipate,"  "estimate,"  "may,"  variations  of  such  words,  and  similar
expressions identify forward-looking statements, but are not the exclusive means
of  identifying  such  statements,  and  their  absence  does  not mean that the
statement  is not forward-looking.  These forward-looking statements are subject
to certain risks and uncertainties, including those discussed below.  Our actual
results,  performance  or  achievements  could differ materially from historical
results  as  well  as  those  expressed  in,  anticipated,  or  implied by these
forward-looking  statements.  We do not undertake any obligation to revise these
forward-looking  statements  to  reflect  any  future  events  or circumstances.

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

OVERVIEW

     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 which wished to become reporting companies
under  the  Securities  Exchange  Act  of  1934,  but which lacked the financial
resources  for  an initial public offering ("IPO").  Cytation discontinued these
operations  in  the first quarter of 2005 and was a shell company (as defined in
Rule  12b-2  of the Exchange Act) from the first quarter of 2005 through January
18,  2006.

     At  the  end  of  2005,  Cytation  had  nominal operations. The Company had
revenues  of $59,114 in fiscal year 2005, as compared to $240,368 in fiscal year
2004. The Company had a net loss of $173,605 in fiscal year 2005, as compared to
a  net  loss  of  $696,689 in fiscal year 2004. The differences in the foregoing
figures  are  the  result  of  Cytation's  discontinuation  of  operations  in
contemplation  of  a reverse merger, which did not occur, and of the purchase of
Deer Valley. As a result of the acquisition of Deer Valley Homebuilders, Inc. on
January  18,  2006,  Cytation now has gross revenues in excess of $3,000,000 per
month  and  significant  assets.

     Deer  Valley  is  a wholly-owned subsidiary of DVA, which is a wholly-owned
subsidiary  of  the  Company.  Deer  Valley was formed in January, 2004, and its
offices  and  principal  manufacturing  plant are located in Guin, Alabama. Deer
Valley  manufactures  and designs manufactured homes which are sold to a network
of  independent  dealers located primarily in the southeastern and south central
regions  of  the  United  States. For more information on Deer Valley's lines of
business  and  principal  products  and services, please see the section of this
filing  entitled  "Description  of  Business."

     Deer  Valley  maintains  its business offices in Guin, Alabama and operates
manufacturing  facilities  in Guin, Alabama and in Sulligent, Alabama. As of the
date  of this filing, Deer Valley's plant on the Sulligent Property is producing
approximately  12 floors per week. For more information on Deer Valley's plants,
floors  and  rates of production, please see the section of this filing entitled
"Property"  below.

     When  evaluating  the  Company's  financial  condition  and  operating
performance,  the  most  important matters on which the Company's executives are
currently focused are increasing daily production at Deer Valley's manufacturing
facilities  and  evaluating  other growth opportunities. Management is currently
evaluating  additional  plant  sites  and  new  product offerings to sustain the
Company's  growth  rate.  The key performance indicators management examines are
(1) Deer Valley's production rate, in "floors" produced per day, (2) the cost of
sales,  (3)  product  gross  margins,  and  (4)  the size of Deer Valley's sales
backlog.  For  more  information on these performance indicators, please see the
attached financial statements and notes thereto and the section of this document
entitled  "Description  of  Business."
                                       48
<PAGE>

     Management feels that the following areas present significant opportunities
or  risks  for  the  Company:

     1)  Securities  Compliance

     Deer  Valley has been operated as a private company which is not subject to
federal  securities  laws  and,  therefore,  may  lack the internal or financial
control  infrastructure  and procedures necessary for public companies to comply
with  the  provisions  of  the  Securities  Exchange  Act  and  Sarbanes-Oxley
regulations.  Deer  Valley,  DVA,  and  the  Company are coordinating with legal
counsel and auditors to put in place proper financial controls and procedures to
insure  full  compliance with and disclosure under all relevant securities laws.
Of  course,  there  can  be  no  guarantee  that  there  will  be no significant
deficiencies  or  material  weaknesses in the quality of Deer Valley's financial
controls.  The  greatest  challenge  Management  foresees in implementing proper
controls and procedures is that the cost to Deer Valley of such compliance could
be  substantial  and  could  have  a  material  adverse effect on our results of
operations.

     2)  Downturn  in  the  Manufactured  Housing  Industry

     In  recent years, the manufactured housing industry experienced a prolonged
and  significant  downturn  as  consumer  lenders  began to tighten underwriting
standards and curtail credit availability in response to higher than anticipated
rates  of  loan defaults and significant losses upon the repossession and resale
of  homes  securing  defaulted  loans.  According  to  the  Manufactured Housing
Institute, domestic shipments of manufactured homes peaked in calendar year 1998
with  the  shipment  of  372,843  homes,  before declining to a total of 130,802
manufactured  homes  in calendar year 2004.  The manufactured housing industry's
share of new single-family housing starts also increased to 24% in calendar year
1997  before  declining  to  7.5%  of  all  new  single-family housing starts in
calendar  year  2004.  Other  causes of the downturn include a reduced number of
consumer  lenders  in  the  traditional  chattel  (home-only) lending sector and
higher  interest  rates  on  home-only  loans.  These  factors  have resulted in
declining  wholesale  shipments,  excess  manufacturing and retail locations and
surplus  inventory.

     Despite  the  industry  decline,  which commenced in calendar year 1999, we
have  been  able  to  successfully  launch  our  business  through  an efficient
manufacturing  and production facility, flexible product designs, an experienced
and  capable  sales  team,  stringent  cost  controls,  and  attention to dealer
relations,  customer  satisfaction  and  service  efforts.  Additionally,  our
affiliated  dealers  often  endeavor  to  distinguish Deer Valley by selling our
manufactured  homes  as  part  of a land-home package which may be financed by a
conventional  mortgage. Finally, Deer Valley focuses on the multi-section sector
of  the  manufactured housing market, which Management feels offers the greatest
potential  for  growth  because  multi-section  homes  often  have an appearance
similar  to  more traditional site-built homes but are competitively priced when
compared  to  a  site-built  home.  For more information on multi-section homes,
please see the section of this document entitled "Description of Business."

     3)  Rising  Interest  Rates  and  Residual  Effects  of  Hurricane  Katrina

     Two  important  factors  could  affect  our  sales: the residual effects of
Hurricane  Katrina  and  rising  interest  rates.  Interest  rates have a marked
effect  upon  the  manufactured  housing  market.  Management  feels that rising

                                       49
<PAGE>

interest  rates will drive buyers from traditional "site built" homes toward the
upper end of the manufactured housing market, where our products are positioned.
However,  additional  increases  in  interest  rates  could eventually adversely
affect  buyers  of  Deer  Valley  products  and  could  cause  dealers to reduce
inventories  because  of  "Floor-Plan"  expenses.

     Hurricane  Katrina  created a huge need for the rapid replacement of houses
in  the  Gulf  Coast  Region.  The  lure  of  lucrative  "FEMA" contracts caused
suppliers  to disrupt or delay normal shipments to their dealers. This created a
rush  by  dealers  to  establish  new relationships or increase orders with Deer
Valley,  which  did not interrupt its service in this way. However, because FEMA
has  ceased  ordering  manufactured homes for persons displaced by Katrina, Deer
Valley  will face increased competition in our market segment as other producers
return  to  the  commercial  supply  market.

     4)  Increased  Competition  from  Other  Producers

     Recently,  large  producers  of single section homes have focused on either
entering  the  multi-section  home  market  or  expanding their presence in that
market.  Accordingly,  Deer Valley will likely face increased competition in our
market  segment.

     5)  "Floor  Plan"  Credit  Available  to  Manufactured  Home  Dealers
     Reduced  availability of floor plan financing for manufactured home dealers
could negatively impact Deer Valley's business.  A major floor plan financer for
manufactured  housing  was recently purchased.  If this financer or its acquirer
were to discontinue floor plan financing programs for manufactured home dealers,
approximately  one-third  of  the floor plan financing available to manufactured
home dealers would disappear.  An occurrence of this type could have a material,
adverse  impact upon Deer Valley's business, since dealers would have additional
difficulty  in procuring funds to inventory homes based on floor plan financing.

     RESULTS  OF  OPERATIONS - FISCAL YEAR ENDED DECEMBER 31, 2005

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

     Because  Cytation discontinued its prior operations in the first quarter of
2005 and was a shell company (as defined in Rule 12b-2 of the Exchange Act) from
the  first  quarter  of  2005  through  January  18,  2006,  because Deer Valley
constitutes  all  of  the  Company's operations, and because management does not
believe  that  it  is informative or useful to compare the results of operations
for  the  year  ended  December  31,  2005  on  an unaudited pro forma condensed
combined consolidated basis, giving effect to the acquisition of Deer Valley, as
compared  to  fiscal  year  2004, the remainder of this discussion on the fiscal
year  ended  December  31,  2005  relates  to the operations of Cytation's newly
acquired  operating subsidiary, Deer Valley. In conjunction with this discussion
it  is  imperative that investors read the footnotes to the financial statements
attached  to  this  filing.

HISTORICAL  RESULTS  - FISCAL YEAR ENDED DECEMBER 31, 2005; COMPARISON OF FISCAL
YEAR  ENDED  DECEMBER  31,  2004.

REVENUES.  Overall  net  revenues  for  the  year  ended  December 31, 2005 were
$35,717,073.  In  addition, overall net revenues for the year ended December 31,
2004  were  $15,394,215.  The  increase  of  $20,322,858  is  a direct result of
increased  sales and production of homes which increased from 655 floors in 2004
to  1,385  floors  in  2005.
                                       50
<PAGE>

SELLING,  GENERAL,  AND  ADMINISTRATIVE  EXPENSES.  General  and  administrative
expenses  consisted  of  payroll and related expenses for executive, accounting,
and  administrative  personnel,  professional  fees, and other general corporate
expenses.  Selling,  general,  and  administrative  expenses  for the year ended
December  31,  2005  were  $2,996,023.  In  addition, general and administrative
expenses for the year ended December 31, 2004 were $1,559,333. These general and
administrative  costs  have  increased  primarily  due  to increased production,
sales, and operating expenses. The production direct cost of goods was generally
in  the  same  ratio to sales for both periods with increased quantity discounts
being  offset  by a rise in material cost. The remainder of the increase was due
to salary expenses, which increased from $894,722 in 2004 to $1,423,298 in 2005.

NET  INCOME  (LOSS).  The  net  income  for the year ended December 31, 2005 was
$3,366,658.  The net income for the year ended December 31, 2004 was $1,010,506.
The increase in net income is primarily due to increased production and sales of
Deer Valley's operations. Because of this and because fixed expenses were spread
over  a significantly larger number of units produced with no reduction in price
per unit, the gross profit margin was greater in 2005 than in 2004. The increase
in  production  can  be seen in a comparison of daily output. As of December 31,
2004,  Deer  Valley  produced 4 floors per day, whereas as of December 31, 2005,
Deer Valley produced 7 floors per day.

     RESULTS  OF  OPERATIONS  -  QUARTER  ENDED  APRIL  1,  2006

     The  following  discussion  of  our  financial  condition  and  results  of
operations should be read in conjunction with our financial statements, included
herewith.  This  discussion  should  not  be construed to imply that the results
discussed  herein  will  necessarily  continue  into  the  future,  or  that any
conclusion  reached  herein  will  necessarily be indicative of actual operating
results  in  the  future.  Such  discussion  represents  only  the  best present
assessment  by  our  management.  Historical financial information presented for
the  quarter  ended April 1, 2006 is that of the Company on a consolidated basis
with  Deer  Valley  Homebuilders, Inc. and Deer Valley Acquisitions Corp., which
reflects  the Company's acquisition of Deer Valley Homebuilders, Inc. on January
18,  2006.

     As  of  January  1, 2006, the Company has elected to change its fiscal year
ending  period  from  a  calendar  year ending December 31, with quarters ending
March 31, June 30, and September 30, to a 52-53 week year ending on the Saturday
closest  to  December 31.  Under either system the end of the most recent fiscal
year  was  December  31, 2005, and the commencement of the first quarter of 2006
was  January 1.  Accordingly, there were no days which fell under one system but
which  were excluded from a period under the other system.  Under the 52-53 week
year  end,  the  quarter  beginning  January  1,  2006  ended  April  1,  2006.

     Because  Cytation discontinued its prior operations in the first quarter of
2005 and was a shell company (as defined in Rule 12b-2 of the Exchange Act) from
the  first quarter of 2005 through January 18, 2006 and because Cytation now has
significant  revenues  from  a  subsidiary  operating  in  an entirely different
industry,  management  does  not  believe  that  it  is informative or useful to
compare  the  results  of  operations for the quarter ended April 1, 2006 to the
quarter  ended March 31, 2005.  As a result, the remainder of this discussion on
the quarter ended April 1, 2006 relates only to the quarter ended April 1, 2006.
In  conjunction  with  this  discussion it is imperative that investors read the
footnotes  to  the  financial  statements  attached  to  this  filing.

HISTORICAL  RESULTS  -  QUARTER  ENDED  APRIL  1,  2006

REVENUES.  Overall  gross  revenue  for  the  quarter  ended  April  1, 2006 was
$12,913,079.  Deer  Valley's  second  plant in Sulligent Alabama (the "Sulligent
Plant")  began  operations  on  or  about  February 20, 2006, and the first home
manufactured  at  the  Sulligent Plant was delivered on March 1, 2006.  Revenues
for the quarter ended April 1, 2006 reflect a full quarter of operations at Deer
Valley's  original  plant  in  Guin,  Alabama  and  approximately  one  month of
operations  at  the  Sulligent Plant.  The full impact of the Sulligent Plant on
revenues  and  earnings  will likely not be realized until the second quarter of
2006.

SELLING,  GENERAL,  AND  ADMINISTRATIVE  EXPENSES.  General  and  administrative
expenses  consisted  of  payroll and related expenses for executive, accounting,
and  administrative  personnel,  professional  fees, and other general corporate
expenses.  Selling,  general,  and administrative expenses for the quarter ended
April  1,  2006  were  $1,249,327.  These  general and administrative costs have
increased  at  our operating subsidiary, Deer Valley, primarily due to increased
production,  sales,  and  operating  expenses.  At  Deer  Valley, the production
direct  cost  of  goods  has remained generally in the same ratio to sales, with
increased  quantity  discounts  being  offset  by  a  rise in material cost.  In
addition,  profit  margins  for  this  quarter were reduced by one-time start-up
costs  of  approximately  $250,000  associated with the opening of the Sulligent
Plant.

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<PAGE>

NET  INCOME  (LOSS).The  net  income  for  the  quarter  ended April 1, 2006 was

$463,501.  After  accounting for the dividend payable to preferred shareholders
and  the  deemed  dividend  to  preferred  shareholders on beneficial conversion
features,  the  net  loss  for the  quarter  ended  April 1, 2006 was 1,140,828.

Increased  production  and  sales of Deer Valley's operations have bolstered net
income.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Management  believes  that  the  Company currently has sufficient cash flow
from  operations,  available bank borrowings, cash, and cash equivalents to meet
its  short-term working capital requirements for the next 12 months. As of April
1,  2006, the Company had approximately $3,555,528 in cash and cash equivalents.
Should  our costs and expenses prove to be greater than we currently anticipate,
or should we change our current business plan in a manner which will increase or
accelerate  our  anticipated  costs  or  capital  demand,  such  as  through the
acquisition  of  new  products,  our  working  capital  could  be depleted at an
accelerated  rate.

     The Company spends its cash to fund increases in production capacity at its
operating  subsidiary,  Deer  Valley,  for  special legal, accounting, and audit
services  necessary  to meet SEC reporting requirements, and to pay expenses. To
the  extent  that it becomes necessary to raise additional cash in the future as
our  current  cash  and  working capital resources are depleted, we will seek to
raise  it  through  the public or private sale of debt or equity securities, the
procurement  of advances on contracts or licenses, funding from joint-venture or
strategic  partners, debt financing or short-term loans, or a combination of the
foregoing.  We  also  may  seek  to satisfy indebtedness without any cash outlay
through  the  private  issuance  of  debt  or  equity  securities.

     The  net  cash provided by operating activities as of December 31, 2005 and
December  31,  2004  was $3,376,520 and $787,139, respectively. The increase was
due  to  an increase in sales from 655 floors to 1,385 floors from 2004 to 2005.
In particular the net income increased by $2,356,152 from 2004 to 2005 due to an
increase in sales and due to the fact that Deer Valley operated for all of 2005,
unlike  2004.  The net cash used in investing activities as of December 31, 2005
and December 31, 2004 was $260,631 and $1,705,470, respectively. This change was
primarily  due  to differences in capital asset purchases during that period. In
particular,  in  2004  Deer Valley purchased its first manufacturing facility in
Guin,  Alabama,  whereas  in  2005 Deer Valley had very few purchases of capital
assets.  The  net  cash used in financing activities as of December 31, 2005 was
$1,748,444, and the net cash produced by financing activities as of December 31,
2004  was  $2,482,150. The cash financing activities in 2004 included $1,100,000
invested as capital in the form of common stock, of which 66,000 was repurchased
at  end  of  2004  as  treasury  stock,  and $1,543,314 in loan proceeds used to
purchase  the  Guin  manufacturing  facility  and  equipment. Net cash financing
activities  in  2005  were  primarily  for  distributions to shareholders, which
amounted  to  $1,670,540. These distributions were more substantial in 2005 than
the $52,618 distributed in 2004 because Deer Valley was more profitable.

     The  net  cash used in operating activities as of April 1, 2006 was $8,711.
The  net  cash  used in investing activities as of April 1, 2006 was $3,022,887,
which  primarily  reflects  the  amount  related to the purchase of Deer Valley,
which was $6,375,000, net of cash acquired in the purchase, as well as purchases
of  equipment. The net cash provided by financing activities as of April 1, 2006
was  $6,434,071,  the  majority of which resulted from the issuance of preferred
stock.

     Deer Valley is contingently liable under the terms of repurchase agreements
with  financial institutions providing inventory financing for retailers of Deer
Valley's  products.  These  arrangements,  which  are customary in the industry,
provide for the repurchase of products sold to retailers in the event of default
by the retailer. The risk of loss under these agreements is spread over numerous
retailers. The price Deer Valley is obligated to pay generally declines over the
period  of  the  agreement  (typically  18 to 24 months) and the risk of loss is
further  reduced  by the sale value of repurchased homes. The maximum amount for
which  the  Company  was  contingently  liable under such agreements amounted to
$9,600,519  and  $4,516,365  at  December 31, 2005 and 2004, respectively. As of
December  31,  2005  and December 31, 2004, the company had a reserve of $35,000
and  $3,500,  respectively,  for  future  repurchase  losses,  based  on  prior
experience  and  an  evaluation  of  dealers'  financial conditions. The maximum
amount  for  which  Deer  Valley  is  contingently  liable under such agreements
amounted to $12,272,510 at April 1, 2006. As of April 1, 2006, the Company had a
reserve  of  $60,000 for future repurchase losses, based on prior experience and
an  evaluation  of  dealers'  financial  conditions. Deer Valley to date has not
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<PAGE>

experienced  significant  losses under these agreements, and management does not
expect any future losses to have a material effect on the accompanying financial
statements.  The risk of loss which we face under these repurchase agreements is
also  lessened  by additional factors listed below under "Reserve for Repurchase
Commitments."

FINANCING

     Deer  Valley  had a fixed-rate revolving line of credit with State Bank and
Trust of Guin, Alabama. Under this line of credit entered into on March 3, 2004,
the  Company  could make loan draws for business purposes up to a maximum amount
of  $500,528  in  the aggregate.The line of credit matured on March 25, 2005 and
was  not  renewed.

     On  April  12, 2006, Deer Valley entered into a Loan and Security Agreement
with  Fifth Third Bank providing for a revolving line of credit in an amount not
to  exceed  Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00)
(the  "Loan")  evidenced  by a revolving credit note (the "Note") and secured by
accounts  receivable, inventory, equipment and all other tangible and intangible
personal  property of Deer Valley, DVA, and Cytation. The purpose of the Loan is
to provide working capital, to provide Letter of Credit support, to replace Deer
Valley's  previous  revolving  line  of credit with State Bank and Trust, and to
provide interim financing for the acquisition of the real property on which Deer
Valley  operates a plant in Sulligent, Alabama. The Loan has a one year term and
has  a variable interest rate at 2.60% above LIBOR. Upon issuance of a letter of
credit,  Deer  Valley  is charged a letter of credit fee equal 1.00% of the face
amount  of  the letter of credit. The Loan provides for conditions to meet prior
to  each  advance,  including  financial  ratios.

     In  addition  to  the  revolving  line of credit described in the preceding
paragraph,  Deer Valley,  during  its normal course of business, is required to
issue  irrevocable  standby  letters of credit in the favor of independent third
party beneficiaries to cover obligations under repurchase agreements.

     On May 26, 2006, Deer Valley entered into a Loan Agreement with Fifth Third
Bank  (the  "Lender")  providing  for  a  loan of Two Million and No/100 Dollars
($2,000,000.00)  (the  "Loan")  evidenced  by a promissory note and secured by a
first  mortgage  on  Deer  Valley's  properties  in Guin, Alabama and Sulligent,
Alabama,  including the structures and fixtures located thereon, as well as Deer
Valley's interest in any lease thereof. The purpose of the loan is to pay off an
existing  loan  from another bank secured by the Guin property and to reduce the
outstanding  balance on Deer Valley's revolving credit facility with the Lender.
The  net  effect of the reduction in the revolving credit balance is to increase
the  credit  available  to  the  Company for working capital under its revolving
facility.  The  Loan has a term from May 26, 2006 through June 1, 2011 and has a
variable  interest  rate  at  2.25% above LIBOR. There is no prepayment penalty.
Future  advances  are available under the Loan Agreement, subject to approval by
the  Lender.  Also  on  May  26,  2006, the Company and DVA guaranteed the Loan.
Should  Deer  Valley  default,  thereby  triggering  acceleration  of  the Loan,
Cytation  and  DVA  would  become  liable  for  payment  of  the  Loan.

     As  of April 1,  2006,  the  following letters of credit were issued and in
force:

     Letter  of  Credit  No.  98  issued  through  State  Bank  &  Trust  in the
     amount  of  $400,000 to the favor of beneficiary Bombardier Capital expired

                                       53
<PAGE>

     on January 27, 2006 and was replaced with letter of credit to GE Commercial
     on  January  27,  2006  and  expiring January 27, 2007. The beneficiary was
     changed  from  Bombardier Capital to GE, due to GE's buyout of Bombardier's
     manufactured  housing  floor  plan  division. Personally guaranteed by Joel
     Logan, President and General Manager of Deer Valley.

     Letter  of  Credit  No.  93  issued  through  State  Bank  &  Trust  in the
     amount  of  $100,000 to the favor of beneficiary 21st Mortgage Corporation,
     issued  May  3,  2005 and expiring May 3, 2006, pending renewal. Personally
     guaranteed  by  the  three  largest  former  shareholders  of  Deer Valley.

     Letter  of  Credit  No.  97  issued  through  State  Bank  &  Trust  in the
     amount  of  $150,000  to the favor of Textron Financial Corporation, issued
     August 29, 2005 and expiring August 29, 2006, pending renewal.

     All  of  the  Letters  of  Credit above are required under the terms of the
Repurchase  Agreements  described  below  in  the  section  entitled  "Critical
Accounting Estimates." As of April 1, 2006, no amounts had been drawn on the
above irrevocable letters of credit by the beneficiaries.

     As of April 1, 2006, Deer Valley was also obligated under a Promissory Note
payable  to  State  Bank  &  Trust  of  Guin,  Alabama (the "B&T Note") having a
principal balance of $1,465,904. The B&T Note is payable in monthly installments
of  $10,000 (which includes interest at 5.00%) and matures on November 11, 2008.
The  B&T  Note  is  secured  by  all  assets  of  the  Company and is personally
guaranteed  by  two  former  stockholders  of  the  Company.

     Management  does  not  believe  that  current debt commitments will make it
difficult  to  secure additional debt or equity financing, since the company has
no  significant  debt  other  than  long-term mortgages, trade payables, and the
earnout agreement referenced in "Off-Balance Sheet Arrangements" below.

CRITICAL  ACCOUNTING  POLICIES

     Our  discussion  and  analysis  of  our  financial condition and results of
operations  are based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America.  The preparation of these consolidated financial statements requires us
to  make  estimates  and  judgments  that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosures of contingent assets
and  liabilities.  For  a  description  of those estimates, see Note 5, Critical
Accounting  Policies  and  Estimates,  contained in the explanatory notes to the
Company's  financial  statements  for the quarter ended April 1, 2006, which are
attached  as  exhibits  to  this  filing.  On  an ongoing basis, we evaluate our
estimates,  including  those  related  to  reserves,  deferred  tax  assets  and
valuation  allowance,  impairment  of  long-lived  assets,  fair value of equity
instruments  issued  to  consultants  for  services,  and  estimates of costs to
complete  contracts.  We  base  our  estimates  on  historical experience and on
various  other  assumptions  which  we  believe  to  be  reasonable  under  the
circumstances,  the  results  of which form the basis for making judgments about
the carrying value of assets and liabilities which are not readily apparent from
other  sources.  Actual  results may differ from these estimates under different
assumptions  or  conditions.  However,  we believe that our estimates, including
those  for  the  above-described  items,  are  reasonable.

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<PAGE>

CRITICAL  ACCOUNTING  ESTIMATES

     Management  is  aware that certain changes in accounting estimates employed
in  generating  financial  statements  can have the effect of making the Company
look  more  or  less profitable than it actually is. Management does not believe
that either the Company or its auditors have made any such changes in accounting
estimates.  A  summary of the most critical accounting estimates employed by the
Company in generating financial statements follows below.

WARRANTIES

     We  provide  our  retail  buyers  with a one-year limited warranty covering
defects  in  material or workmanship, including plumbing and electrical systems.
We  record  a  liability  for  estimated future warranty costs relating to homes
sold, based upon our assessment of historical experience and industry trends. In
making  this  estimate,  we  evaluate  historical  sales amounts, warranty costs
related to homes sold and timing in which any work orders are completed. We have
a reserve for estimated warranties of $750,000 as of December 31, 2005, compared

to  $550,000  as of December 31, 2004 and $860,000 as of April 1, 2006. Although

we  maintain  reserves  for such claims, there can be no assurance that warranty
expense  levels  will remain at current levels or that the reserves that we have
set  aside will continue to be adequate. A large number of warranty claims which
exceed  our current warranty expense levels could have a material adverse affect
upon  our  results  of  operations.

VOLUME  INCENTIVES  PAYABLE

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

$137,779  as  of  April  1,  2006.


RESERVE  FOR  REPURCHASE  COMMITMENTS

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

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

     (i)  the  sales  of  our  products  are spread over a number of independent
          dealers,
     (ii) we  have  had  only  isolated  instances  where  we  have  incurred  a
          repurchase obligation,
     (iii) the  price  we  are  obligated  to  pay  under  such  repurchase
          agreements  declines  based  upon a predetermined amount over a period
          which usually does not exceed 24 months, and

     (iv) we  have  been  able  to  resell  homes  repurchased  from  lenders at
          current  market  prices,  although  there is no guarantee that we will
          continue to be able to do so.

                                       55
<PAGE>

     The  maximum amount for which the Company is contingently liable under such
agreements  amounted to $9,600,519 at December 31, 2005. As of December 31, 2005
and  December  31,  2004  we  had a reserve of $35,000 and $3,500, respectively,
established  for  future repurchase commitments, based upon our prior experience
and  evaluation  of  our  independent dealers' financial conditions. The maximum
amount  for  which  the  Company  is  contingently  liable under such agreements
amounted  to approximately $12,272,510 at April 1, 2006. As of April 1, 2006, we
had  a  reserve  of $60,000 established for future repurchase commitments, based
upon  our  prior experience and evaluation of our independent dealers' financial
conditions.  This represents an increase from the reserve amount of $35,000, due
to  a  substantial increase in Deer Valley's sales compared to the first quarter
of  2005. Because Deer Valley to date has not experienced any significant losses
under  these  agreements, management does not expect any future losses to have a
material  effect  on  our  accompanying  financial  statements.

REVENUE  RECOGNITION

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

RECENT  ACCOUNTING  PRONOUNCEMENTS

     In  December  2004,  the FASB issued SFAS No.153, "Exchanges of Nonmonetary
Assets,  an  amendment  of  APB  Opinion  No.  29,  Accounting  for  Nonmonetary
Transactions."  The  amendments made by Statement 153 are based on the principle
that  exchanges of nonmonetary assets should be measured based on the fair value
of  the assets exchanged. Further, the amendments eliminate the narrow exception
for  nonmonetary  exchanges  of  similar productive assets and replace it with a
broader  exception  for  exchanges  of  nonmonetary  assets  that  do  not  have
commercial substance. Previously, Opinion 29 required that the accounting for an
exchange  of  a productive asset for a similar productive asset or an equivalent
interest in the same or similar productive asset should be based on the recorded
amount  of the asset relinquished. Opinion 29 provided an exception to its basic
measurement  principle  (fair value) for exchanges of similar productive assets.
The  FASB  believes  that  exception  required  that some nonmonetary exchanges,
although commercially substantive, be recorded on a carryover basis. By focusing
the  exception  on  exchanges which lack commercial substance, the FASB believes
this statement produces financial reporting which 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
which  begins  after  June  15,  2005.  For  public  entities  filing  as  small
business  issuers,  SFAS 123(R)  is  applicable  as  of  the  beginning  of  the
first  interim  or  annual  reporting  period beginning after December 15, 2005.
                                       56
<PAGE>

     As of April 1, 2006, the Company had not yet created a stock incentive plan
which  authorizes  the  issuance  of options to purchase common stock. Effective
January  1,  2006,  the Company adopted the fair value recognition provisions of
SFAS  No.  123(R),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, are based on the grant date fair
value  estimated  in accordance with the original provisions of SFAS No. 123 and
on  the  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.  Adopting SFAS No.123(R) on January 1, 2006 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.

                                       57
<PAGE>

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

PROPERTY

     The  Company's  executive  and  operating  offices  are  located  at  4902
Eisenhower  Blvd.,  Suite  185,  Tampa,  FL  33634.  The telephone number at the
Company's  executive  offices  is  (813)  885-5998.  Deer  Valley's  principal
manufacturing  plant  and  offices  are  located  at  205 Carriage Street, Guin,
Alabama  35563,  and  its  telephone  number  is  (205)  468-8400. Deer Valley's
principal  manufacturing  plant  and company offices consists of a manufacturing
plant  with  107,511 square feet, a frame shop with 10,800 square feet, material
shed  of  23,172  square feet and offices with 11,250 square feet of space. Deer
Valley  owns  the  buildings  and  25.5  acres  underlying  these  facilities.

     Due  to  increased  sales,  Management  believed that the Company needed to
obtain  a  small  satellite  production  facility  near to its facility in Guin,
Alabama,  in  2006.  On  January  25  2006,  the  Company  approved  Deer Valley
Homebuilders,  Inc.  entering  into  a  Sales  Contract  with Steve J. Logan  to
purchase  real  property  located at 7668 Highway 278 in Sulligent, Alabama (the
"Sulligent  Property").

SUBSEQUENT EVENT

     On  April 18, 2006, Deer Valley purchased the Sulligent Property from Steve
J.  Logan. The Sulligent Property consists of a 65,992 square foot manufacturing
plant  located  on  approximately  13  acres of land. The purchase price for the
Sulligent  Property  was $725,000, paid in cash at closing. Deer Valley obtained
the  funds  for  the purchase price of the Sulligent Property from its revolving
line of credit described above under the heading "Financing." Prior to acquiring
the  Sulligent  Property, Deer Valley's plant on the Sulligent Property operated
beginning  on  February  20,  2006  under  a  short-term  lease.

     Deer  Valley does not invest in real estate or real estate mortgages except
for  those  necessary  to  support  the  company's  normal  business  purposes.

WEBSITE

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

OFF-BALANCE  SHEET  ARRANGEMENTS

     In  connection with the purchase of Deer Valley Homebuilders on January 18,
2006,  the  Company  entered  into  the  Earnout  Agreement,  pursuant to which,
additional  payments  may  be  paid  to  the  former  owners  of  Deer  Valley
Homebuilders,  Inc.,  as  an  earnout, based upon the Net Income Before Taxes of
Deer Valley Homebuilders, Inc. during the next five (5) years up to a maximum of
$6,000,000.  The  business purpose of executing the Earnout Agreement was to set
the  purchase  price of Deer Valley Homebuilders, Inc. by an objective standard,
given  that  the  owners  of  DVH and the Company could not agree on an outright
purchase  price.

PROPOSALS BY SECURITY HOLDERS

     No security holders have submitted to the Registrant any proposals or
notice to present the same for action at the meeting.
                                       58
<PAGE>

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

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

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

COMPANY  CONTACT  INFORMATION

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

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

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

EXHIBITS

99.1      Financial  Statements  of  Cytation  Corporation:  audited  statements
          of  income, cash flows and changes in stockholders' equity for the one
          year periods ending December 31, 2005 and December 31, 2004.

99.2      Financial  Statements  of  Deer  Valley  Acquisitions  Corp.:  audited
          balance  sheet  as  of  December  31,  2005, and audited statements of
          income,  cash  flows  and  changes in stockholders' equity for the six
          month period ending December 31, 2005.

99.3      Financial  Statements  of  Deer  Valley  Homebuilders,  Inc.:  audited
          balance  sheet  as  of  December  31,  2005, and audited statements of
          income,  cash  flows and changes in stockholders' equity for the years
          ended December 31, 2005 and December 31, 2004.

99.4      Consolidated Financial  Statements  as  of  April 1, 2006 (unaudited)



99.5      Auditor's Letter.




                                       59
<PAGE>


99.6      Proposed Articles of Incorporation of Florida Corporation.

99.7      Certificate of Designation, Preferences and Rights of Series A
          Convertible Preferred Stock

99.8      Certificate of Designation, Preferences and Rights of Series B
          Convertible Preferred Stock

99.9      Certificate of Designation, Preferences and Rights of Series C
          Convertible Preferred Stock

99.10     Certificate of Designation, Preferences and Rights of Series D
          Convertible Preferred Stock


                       BY ORDER OF THE BOARD OF DIRECTORS

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


June 20, 2006


                                       60
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex99-1.txt
<DESCRIPTION>FINANCIAL STATEMENTS OF CYTATION CORPORATION
<TEXT>
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.  As  a  result of the 2-for-1 stock dividend of November 14, 2005,
Foley  Hoag  now  holds  10,000  shares.  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>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>ex99-2.txt
<DESCRIPTION>FINANCIAL STATEMENTS OF DEER VALLEY ACQUISITIONS CORP.
<TEXT>
EXHIBIT 99.2


                          DEERVALLEY ACQUISITIONS CORP.
                              FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2005
                                    (AUDITED)


TABLE OF CONTENTS:

AUDIT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           F-1

FINANCIAL STATEMENTS:

BALANCE SHEET AS OF DECEMBER 31, 2005                                   F-2

STATEMENT OF OPERATIONS FOR THE PERIOD FROM DATE OF INCEPTION
(JUNE 22, 2005) THROUGH DECEMBER 31, 2005                               F-3

STATEMENT OF STOCKHOLDERS' DEFICIT FROM DATE OF INCEPTION
(JUNE 22, 2005) THROUGH DECEMBER 31, 2005                               F-4

STATEMENT OF CASH FLOWS FROM DATE OF INCEPTION (JUNE 22, 2005)
THROUGH DECEMBER 31, 2005                                               F-5

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                     F-6-F-10


<PAGE>

                          DEERVALLEY ACQUISITIONS CORP.
                              FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2005
                                    (AUDITED)


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Stockholders and Board of Directors
DeerValley Acquisitions Corp.

We have audited the accompanying balance sheet of DeerValley Acquisitions Corp.
as of December 31, 2005, and the related statements of operations, stockholders'
deficit and cash flows for the period from the date of inception (June 22, 2005)
through December 31, 2005. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit includes consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit 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 DeerValley Acquisitions Corp.
as of December 31, 2005 and results of its operations and its cash flows for the
period from the date of inception (June 22, 2005) through December 31, 2005, in
conformity with accounting principles generally accepted in the United States of
America.


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

Wheeler, Herman, Hopkins & Lagor, PA
Certified Public Accountants

Tampa, Florida
March 24, 2006

                                     F-1

<PAGE>

<TABLE>
<CAPTION>
                         DEERVALLEY ACQUISITIONS CORP.
                                  Balance Sheet
                             As of December 31, 2005


                                     ASSETS
                                                                 2005
                                                               ---------
<S>                                                               <C>
CURRENT ASSETS:
      Cash                                                     $      36
                                                               ---------

           Total Current Assets                                       36

           TOTAL ASSETS                                        $      36
                                                               =========

 LIABILITIES AND STOCKHOLDERS'DEFICIT

 CURRENT LIABILITIES:
      Accounts payable and accrued expenses                    $   6,446
      Loan from stockholder                                          195
                                                               ---------

           Total Current Liabilities                               6,641

 STOCKHOLDERS' EQUITY(DEFICIT):
      Common stock, no par value, 30,000,000
      shares authorized, 7,620,100                                     -
      Additional paid-in capital                                  44,010
      Accumulated deficit                                        (50,615)
                                                               ---------

           TOTAL STOCKHOLDERS'DEFICIT                             (6,605)

           TOTAL LIABILITIES AND STOCKHOLDERS'DEFICIT          $      36
                                                               =========
</TABLE>

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

                                     F-2

<PAGE>

<TABLE>
<CAPTION>
                         DEERVALLEY ACQUISITIONS CORP.
                             Statement of Operations
     For The Period From Inception (June 22, 2005) Through December 31, 2005

OPERATING EXPENSES:
<S>                                                                     <C>
     Selling, general and administrative                           $    50,615
                                                                   -----------

          TOTAL OPERATING EXPENSES                                     (50,615)
                                                                   -----------

          LOSS BEFORE INCOME TAXES                                     (50,615)

INCOME TAX EXPENSE                                                           -

          NET LOSS                                                 $   (50,615)
                                                                   ===========

Net (Loss) Income Per Share (Basic)                                $     (0.01)
Net (Loss) Income Per Share (Fully Diluted)                        $     (0.01)
                                                                   ===========

Weighted Average Common Shares Outstanding                           7,620,100
Weighted Average Common and Common Equivalent Shares Outstanding     7,620,100
                                                                   ===========
</TABLE>

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

                                     F-3

<PAGE>

<TABLE>
<CAPTION>
                          DEERVALLEY ACQUISITIONS CORP
                 Statements of Change in Stockholders' Deficit
    For The Period From Inception (June 22, 2005) Through December 31, 2005

                                      Common Stock          Additional       Accumulated
                                 Shares       Amount      Paid-in Capital      Deficit      Total
                               -----------------------    ---------------    -----------   --------
<S>                              <C>           <C>              <C>              <C>          <C>
Balance - June 22, 2005               -       $      -    $        -         $        -    $     -

Issuance of common stock      7,620,100              -        44,010                  -     44,010
 Net loss                                            -             -            (50,615)    (50,615)

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

Balance - December 31, 2005   7,620,100       $      -      $ 44,010           $(50,615)    $(6,605)

                              =====================================================================
</TABLE>

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

                                     F-4

<PAGE>

<TABLE>
<CAPTION>
                         DEERVALLEY ACQUISITIONS CORP.
                             Statement of Cash Flows
     For The Period From Inception (June 22, 2005) Through December 31, 2005


CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                        <C>
Net loss                                                                $(50,615)
Adjustments to reconcile net loss to net cash used in
operating activities:
    Increase in accounts payable and accrued expenses                      6,446
                                                                        --------
       CASH FLOW USED IN OPERATING ACTIVITIES                            (44,169)
                                                                        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Loan from stockholder                                                       195
 Proceeds from issuance of common stock                                   44,010
                                                                        --------
       CASH FLOW PROVIDED BY FINANCING ACTIVITIES                         44,205
                                                                        --------

       NET INCREASE IN CASH                                                   36

CASH, Beginning of Year                                                        -
                                                                        --------
CASH, End of Year                                                       $     36
                                                                        ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Cash paid during the years for:
    Interest                                                            $      -
                                                                        ========
    Taxes                                                               $      -
                                                                        ========
</TABLE>

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

                                     F-5

<PAGE>

                         DeerValley Acquisitions Corp.
                          Notes to Financial Statements
                                December 31, 2005

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Operations

DeerValley Acquisitions Corp. (the "Company") was incorporated in Florida on
June 22, 2005.

The Company was formed for the sole purpose of acquiring the rights to purchase
Deer Valley Homebuilders, Inc.

On January 18, 2006, the Company was party to a share purchase agreement with
Deer Valley Homebuilders, Inc., a Alabama corporation and a share exchange
agreement with Cytation Corp., a Delaware corporation with executive offices in
Rhode Island. (See Note 6.)

Revenue Recognition

The Company recognizes revenue when services are provided. The Company currently
has no revenue and anticipates no revenue in the near future.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

Accounts Receivable

Accounts receivable are stated at estimated net realizable value. Accounts
receivable are comprised of balances due from customers net of estimated
allowances for uncollectible accounts. In determining collectibility, historical
trends are evaluated and specific customer issues are reviewed to arrive at
appropriate allowances.

Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2005. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
accounts receivable, accounts payable and notes payable. Fair values were
assumed to approximate carrying values for these financial instruments because
they are short term in nature and their carrying amounts approximate fair
values.

Long Lived Assets

The carrying value of long-lived assets is reviewed on a regular basis for the
existence of facts and circumstances that suggest impairment. The Company will
measure the amount of any impairment based on the amount that the carrying value
of the impaired assets exceed the undiscounted cash flows expected to result
from the use and eventual disposal of the impaired assets. At December 31, 2005,
no impairment of long-lived assets was deemed appropriate.

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.

                                     F-6

<PAGE>

                          DeerValley Acquisitions Corp.
                          Notes to Financial Statements
                                December 31, 2005


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Advertising Costs

Advertising costs are charged to expense as incurred. Advertising costs are
included in selling, general and administrative expenses were $0 during 2005.

Segment Information

The Company follows SFAS 131, "Disclosures about Segments of an Enterprise and
Related Information". Certain information is disclosed, per SFAS 131, based on
the way management organizes financial information for making operating
decisions and assessing performance. The Company currently operates in a single
segment and will evaluate additional segment disclosure requirements as it
expands its operations.

Income Taxes

The Company follows SFAS 109 "Accounting for Income Taxes" for recording the
provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax basis
of assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized. Future changes in such
valuation allowance are included in the provision for deferred income taxes in
the period of change.

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS 123(R), "Share-Based Payment." SFAS
123(R) amends SFAS 123, "Accounting for Stock-Based Compensation," and APB
Opinion 25, "Accounting for Stock Issued to Employees." SFAS 123(R) requires
that the cost of share-based payment transactions (including those with
employees and non-employees) be recognized in the financial statements. SFAS
123(R) applies to all share-based payment transactions in which an entity
acquires goods or services by issuing (or offering to issue) its shares, share
options, or other equity instruments (except for those held by an ESOP) or by
incurring liabilities (1) in amounts based (even in part) on the price of the
entity's shares or other equity instruments, or (2) that require (or may
require) settlement by the issuance of an entity's shares or other equity
instruments. This statement is effective (1) for public companies qualifying as
SEC small business issuers, as of the first fiscal year beginning after December
15, 2005, or (2) for all other public companies, as of the first fiscal year or
interim period beginning after June 15, 2005, or (3) for all nonpublic entities,
as of the first fiscal year beginning after December 15, 2005. Management does
not expect adoption of SFAS 123(R) to have a material impact on the Company's
financial statements.

In December 2004, the FASB issued SFAS 153, "Exchanges of Nonmonetary Assets,"
an amendment to Opinion No. 29, "Accounting for Nonmonetary Transactions."
Statement 153 eliminates certain differences in the guidance in Opinion No. 29
as compared to the guidance contained in standards issued by the International
Accounting Standards Board. The amendment to Opinion No. 29 eliminates the fair
value exception for nonmonetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of nonmonetary assets that do
not have commercial substance. Such an exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. SFAS 153 is effective for nonmonetary asset exchanges occurring
in periods beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges occurring in periods beginning after December 16,
2004. Management does not expect adoption of SFAS 153 to have a material

                                     F-7

<PAGE>

                          DeerValley Acquisitions Corp.
                          Notes to Financial Statements
                                December 31, 2005

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

impact on the Company's financial statements.

In  December  2004 the Financial Accounting Standards Board issued two FASB
Staff Positions-FSP FAS109-1, 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

NOTE 2. BASIS OF REPORTING

The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.

The Company has had limited operating experienced. Significant losses from
operations are not expected as a result of continued operations. For the year
ended December 31, 2005, the Company incurred a net loss of $50,615 and has a
stockholders' deficit of $6,605 at December 31, 2005.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

NOTE  3.  LOANS  FROM  STOCKHOLDERS

Loans from stockholders reflect the net balance due to its affiliates at
December 31, 2005, which amounted to $ 195.

NOTE 4. INCOME TAXES

The Company accounts for income taxes under SFAS 109, which requires use of the
liability method. SFAS 109 provides that deferred tax assets and liabilities are
recorded based on the differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes,
referred to as temporary differences. Deferred tax assets and liabilities at the
end of each period are determined using the currently enacted tax rates applied
to taxable income in the periods in which the deferred tax assets and
liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences are as follows:

Income tax provision at the federal statutory rate               34%
--------------------------------------------------------------------
Effect of operating losses                                      (34)%
--------------------------------------------------------------------
                                                                   -
--------------------------------------------------------------------

No benefit from the Company's operating losses has been allocated to the Company
from the consolidated group. No recognition of the future benefit of the
accumulated operating losses has made in connection with the change in ownership
of the Company's assets as described in Note 6.

                                     F-8

<PAGE>

                          DeerValley Acquisitions Corp.
                          Notes to Financial Statements
                                December 31, 2005

NOTE 5. COMMITMENTS AND CONTINGENCIES

Operating and Capital Leases:

The Company has never had and currently has no operating or capital leases as of
December 31, 2005.

Litigation:

During the periods covered by these financial statements the Company has not
been involved in litigation resulting from its normal business operations. The
Company does not believe that there is any pending or potential litigation that
could have a material impact on its financial condition or results of operation.

NOTE 6. SUBSEQUENT EVENTS

On  January  18, 2006, Cytation Corporation entered into the Securities Purchase
and Share  Exchange  Agreement,  (the  "Securities  Purchase  and  Share
Exchange Agreement")  by  and  among  Cytation Corporation, Richard A. Fisher,
an individual, and Kevin  J.  High,  certain  purchasers  of  Cytation
Corporation'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, Cytation Corporation entered into the Investor Rights
Agreement (the  "Investor  Rights  Agreement"),  by  and  among Cytation
Corporation, each of the purchasers  of  Cytation Corporation's Series A
Preferred Stock, each of the shareholders of  DVA,  and the Lender. Pursuant to
the Investor Rights Agreement, Cytation Corporation (a)  has  agreed  to
register  certain  securities  for  resale,  including Cytation Corporation'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 Cytation Corporation's Series A
Preferred Stock.

On  January  18,  2006,  Cytation Corporation'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, Cytation Corporation
entered into the Earnout Agreement, pursuant to which, additional payments may
be paid to the former owners of Deer Valley Homebuilders, Inc., as an earnout,
based upon the Net Income Before Taxes of Deer Valley Homebuilders, Inc. during
the next five (5) years up to a maximum of $6,000,000.  The business purpose of
executing the Earnout Agreement was to set the purchase price of Deer Valley
Homebuilders, Inc. by an objective standard, given that the owners of DVH and
Cytation Corporation could not agree on an outright purchase price. Such
agreement is described in more detail herein under Capital 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 Cytation Corporation, 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 Cytation Corporation.

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,
Cytation Corporation has closed on a private placement of approximately
745,622 shares of Series A Preferred Stock.  Pursuant to the Securities

                                     F-9

<PAGE>

                          DeerValley Acquisitions Corp.
                          Notes to Financial Statements
                                December 31, 2005

NOTE 6. SUBSEQUENT EVENTS (CONTINUED)

Purchase and Share Exchange Agreement, dated as of January 18, 2006, Cytation
Corporation (a) issued and sold to the Purchasers, and the Purchasers purchased
from Cytation Corporation, (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, Cytation Corporation completed a share exchange pursuant to
which Cytation Corporation 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., Cytation Corporation 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, Cytation Corporation 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, Cytation
Corporation 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.

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 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.

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-10

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>ex99-3.txt
<DESCRIPTION>FINANCIAL STATEMENTS OF DEER VALLEY HOMEBUILDERS, INC.
<TEXT>
EXHIBIT 99.3


                         DEER VALLEY HOMEBUILDERS, INC.

                              FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


<PAGE>

                         DEER VALLEY HOMEBUILDERS, INC.
                              FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


                                TABLE OF CONTENTS

                                                                            Page

Audit  Report  of  Independent  Registered  Public  Accounting  Firm           2

Balance  Sheets  at  December  31,  2005  and  2004                            3

Statements  of  Operations  for the Years Ended December 31, 2005 and 2004     4

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

Statements of Cash Flows for the Years Ended December 31, 2005 and 2004        6

Notes  to  Financial  Statements                                            7-16

<PAGE>

          AUDIT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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


We  have  audited  the  accompanying balance sheets of Deer Valley Homebuilders,
Inc. as of December 31, 2005 and 2004, and the related statements of operations,
stockholders'  equity  and cash flows 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 the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audits to obtain reasonable assurance about whether the
financial  statements  are  free  of  material misstatement.  The Company is not
required  to  have,  nor  were  we  engaged to perform, an audit of its internal
control over financial reporting.  Our audits included consideration of internal
control  over financial reporting as a basis for designing audit procedures that
are  appropriate  in the circumstances, but not for the purpose of expressing an
opinion  on  the  effectiveness of the Company's internal control over financial
reporting.  Accordingly,  we  express  no  such opinion.  An audit also includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements,  assessing  the  accounting  principles  used  and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  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 Deer Valley Homebuilders, Inc.
as of December 31, 2005 and 2004, and the results of its operations and its cash
flows  for  years  then ended in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

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

Wheeler,  Herman,  Hopkins  &  Lagor, PA
Tampa,  Florida
February 8,  2006

                                        2
<PAGE>

<TABLE>
<CAPTION>
                                      DEER VALLEY HOMEBUILDERS, INC.
                                               BALANCE SHEETS
                                                                                    DECEMBER  31,    DECEMBER  31,
                                                                                        2005            2004
                                                                                    -------------  --------------
<S>                                                                                      <C>            <C>
ASSETS

CURRENT ASSETS:
Cash and Cash Equivalents                                                           $  2,931,263   $    1,563,818
Certificate of Deposit                                                                   151,418
Accounts Receivable                                                                    2,140,404        1,064,518
Other Receivable                                                                           7,500            1,000
Inventories                                                                            1,115,558          687,110
Prepayments and Other Current Assets                                                      52,419           48,916
                                                                                    -------------  --------------
     Total Current Assets                                                              6,398,562        3,365,362
                                                                                    -------------  --------------

Property, Plant and Equipment
   Property, Plant and Equipment at Cost                                               1,814,683        1,705,470
   Less:  Accumulated Depreciation                                                      (203,152)         (84,211)
                                                                                    -------------  --------------
      Net Property, Plant and Equipment                                                1,611,531        1,621,259
                                                                                    -------------  --------------

     TOTAL ASSETS                                                                   $  8,010,093   $    4,986,621
                                                                                    =============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Current Maturities of Long-Term Debt                                                $     55,716   $       58,190
Accounts Payable                                                                       1,166,020          496,821
Accounts Payable under Dealer Incentive Programs                                         340,432          108,056
Estimated Warranties                                                                     750,000          550,000
Compensation and Related Accruals                                                        413,939          271,121
Accrued Stockholder Distributions                                                        925,000          545,540
Other Accrued Expenses                                                                   228,832           67,967
                                                                                    -------------  --------------
     Total Current Liabilities                                                         3,879,939        2,097,695
                                                                                    -------------  --------------

Long-Term Debt, Net of Current Maturities                                              1,367,148        1,442,578
                                                                                    -------------  --------------
     Total Long-Term Debt                                                              1,367,148        1,442,578
                                                                                    -------------  --------------

Commitments and Contingencies (Note 9)
Stockholders' Equity
Common Stock, $1.00 Par Value, 1,000 shares authorized,
   940 shares issued and 940 shares outstanding for 2005 and 1,000 shares issued,
and 940 shares outstanding for 2004                                                          940            1,000
Paid-In Capital                                                                        2,762,066        1,099,000
Treasury Stock, at Cost; 60 Shares                                                             0          (66,000)
Retained Earnings                                                                              0          412,348
                                                                                    -------------  --------------
     Total Stockholders' Equity                                                        2,763,006        1,446,348
                                                                                    -------------  --------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $  8,010,093   $    4,986,621
                                                                                    =============  ==============\
</TABLE>

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

                                        3
<PAGE>

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

                                             FOR YEARS ENDED DECEMBER  31,
                                               2005              2004
                                         -----------------  ---------------
<S>                                             <C>                <C>
Net Revenue                              $     35,717,073   $   15,394,215

Cost of Sales                                  29,292,051       12,769,267
                                         -----------------  ---------------

Gross Profit                                    6,425,022        2,624,948
                                         -----------------  ---------------

Selling, General and Administrative             2,996,023        1,559,333
                                         -----------------  ---------------

Operating Income                                3,428,999        1,065,615
                                         -----------------  ---------------

Other Income (Expense)
   Interest Expense                       (        74,904)   (      55,109)
   Interest Income                                 12,563               --
                                         -----------------  ---------------
                                          (        62,341)   (      55,109)

Net Income                               $      3,366,658   $    1,010,506
                                         =================  ===============

Basic and Diluted Net Income Per Share   $          3,574   $        1,011
                                         =================  ===============

Weighted Average Shares Outstanding                   942            1,000
                                         =================  ===============
</TABLE>

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

                                        4
<PAGE>

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

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

Purchase of Treasury
  Stock                                                       (60)         (66,000)                      (66,000)

Cash Distributions                                                                        (52,618)       (52,618)

Accrual of Distributions                                                                 (545,540)      (545,540)


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

As of December 31,
  2004                     1,000      1,000    1,099,000      (60)         (66,000)       412,348      1,446,348

Purchase of Treasury
  Stock                      (60)       (60)     (65,940)      60           66,000             --             --

Cash Distributions                                                                     (1,125,000)    (1,125,000)

Accrual of Distributions                                                                 (925,000)      (925,000)

Net Income                                                                              3,366,658      3,366,658
                         -------   --------  -----------   ----------    ---------  -------------   ------------

Adjustment of Undistributed
Retained Earnings to APIC                      1,729,006                               (1,729,006)

As of December 31,
  2005                       940   $    940  $ 2,762,066        0         $     --   $          -    $ 2,763,006
                         =======   ========  ===========   ==========     =========  ============    ===========
</TABLE>

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

                                        5
<PAGE>

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

                           INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                                  FOR  THE  YEARS ENDED DECEMBER 31,
                                                                --------------------------------------
                                                                       2005                2004
                                                                ------------------  ------------------
<S>                                                                    <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income                                                      $       3,366,658   $       1,010,506
Adjustments to reconcile net income to net cash provided
by operating activities:
   Depreciation on property, plant and equipment                          118,941              84,211
   Changes in assets and liabilities:
      (Decrease) in receivables                                        (1,075,886)         (1,064,518)
      (Decrease) in other receivables                                  (    6,500)         (    1,000)
      (Decrease) in inventories                                        (  428,448)         (  687,110)
      (Decrease) in prepayments and other assets                       (    3,503)         (   48,916)
      Increase in accounts payable                                        669,199             496,821
      Increase in accounts payable under dealer incentives                232,376             108,056
      Increase in estimated warranties                                    200,000             550,000
      Increase in compensation and related accruals                       142,818             271,121
      Increase in accrued expenses                                        160,865              67,967
                                                                ------------------  ------------------
         Net cash provided by operating activities                      3,376,520             787,139
                                                                ------------------  ------------------

Cash Flows from Investing Activities:
   Purchase of capital assets                                          (  109,213)         (1,705,470)
   Purchase of certificate deposit                                     (  151,418)                 --
                                                                ------------------  ------------------
      Net cash used in investing activities                            (  260,631)         (1,705,470)
                                                                ------------------  ------------------

Cash Flows from Financing Activities:
   Proceeds from notes payable                                                 --           1,543,314
   Repayments of notes payable                                         (   77,904)         (   42,546)
   Purchase of treasury stock                                                  --          (   66,000)
   Issuance of common stock                                                    --           1,100,000
   Payment of cash distributions                                       (1,670,540)         (   52,618)
                                                                ------------------  ------------------
      Net cash (used in) provided by financing activities              (1,748,444)          2,482,150
                                                                ------------------  ------------------

Net Increase in Cash and Cash Equivalents                               1,367,445           1,563,818

Cash and Cash Equivalents at Beginning of Year                          1,563,818                  --
                                                                ------------------  ------------------
Cash and Cash Equivalents at End of Year                        $       2,931,263   $       1,563,818
                                                                ==================  ==================

Supplemental Cash Flows Information:

Cash Paid for Interest                                          $          94,904   $          50,099
                                                                ==================  ==================

Cash Paid for Income Taxes                                      $              --   $              --
                                                                ==================  ==================

Non-cash investing and financing activities:

Accrued distributions to stockholders                           $         925,000   $         545,540
                                                                ==================  ==================
</TABLE>

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

                                        6
<PAGE>

                         DEER VALLEY HOMEBUILDERS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


1.     NATURE  OF  BUSINESS,  BASIS  OF PRESENTATION, AND SUMMARY OF SIGNIFICANT
       ACCOUNTING  POLICIES

THE  COMPANY  -  Deer  Valley Homebuilders, Inc. (the Company) was organized and
incorporated  as  an Alabama corporation on January 7, 2004 and is headquartered
in  Guin,  Alabama.  The  Company  operates  on  a  52-53  week  year  end.

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

SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

ACCOUNTING  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.

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

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

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

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

PROPERTY,  PLANT AND EQUIPMENT - Property, plant and equipment is stated at cost
and  depreciated  over  the estimated useful lives of the related assets ranging
from  5  to  40 years primarily using the straight-line method.  Maintenance and
repairs are expensed as incurred.  Depreciation expense amounted to $118,941 and
$84,211  for  the  years  ended  December  31,  2005  and  2004,  respectively.

     CATEGORY                                 USEFUL  LIFE
     --------                                 ------------
     Land  and  Improvements                   10  years
     Buildings                                 40  years
     Machinery  and  Equipment                5-10  years
     Furniture  and Fixtures                  5-10  years

                                        7
<PAGE>

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

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

PRODUCT  WARRANTIES  -  The  Company  provides  the retail home buyer a one-year
limited  warranty covering defects in material or workmanship in home structure,
plumbing  and  electrical  systems.  The  Company  estimated  warranty costs are
accrued  at  the time of the sale to the dealer 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  December  31,  2005  and  2004,  the Company has provided a liability of
$750,000  and  $550,000,  respectively  for estimated warranty costs relating to
homes  sold, based upon management's assessment of historical experience factors
and  current  industry  trends.

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

<TABLE>
<CAPTION>
                                   FOR THE YEARS ENDED DECEMBER 31,
                                   --------------------------------
                                          2005         2004
                                      ------------  ----------
<S>                                      <C>           <C>
Balance at Beginning of Period        $   550,000   $      --
   Warranty Charges                     1,758,473     798,164
   Warranty Payments                   (1,558,473)   (248,164)
                                      ------------  ----------
Balance at End of Period              $   750,000   $ 550,000
                                      ============  ==========
</TABLE>

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

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

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

                                        8
<PAGE>

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  NonmonetaryTransactions."  The amendments made by Statement 153
are  based  on  the  principle  that  exchanges  of nonmonetary assets should be
measured  based  on  the  fair  value  of  the  assets  exchanged.  Further, the
amendments  eliminate  the  narrow  exception  for  nonmonetary  exchanges  of
similar  productive  assets  and  replace  it  with  a  broader  exception  for
exchanges  of  nonmonetary  assets  that  do  not  have  commercial  substance.
Previously,  Opinion  29  required  that  the accounting for an  exchange  of  a
productive  asset  for  a  similar  productive  asset or an equivalent  interest
in  the  same or similar productive asset should be based on the recorded amount
of  the  asset  relinquished.  Opinion  29  provided  an exception to its  basic
measurement  principle  (fair  value)  for  exchanges  of  similar  productive
assets.  The  FASB  believes  that  exception  required  that  some  nonmonetary
exchanges,  although  commercially  substantive,  be  recorded  on  a  carryover
basis.  By  focusing  the exception on exchanges that lack commercial substance,
the  FASB  believes  this  statement  produces  financial  reporting  that  more
faithfully  represents  the  economics  of  the  transactions.  SFAS  153  is
effective  for nonmonetary asset exchanges occurring in fiscal periods beginning
after  June  15,  2005.  Earlier  application is permitted for nonmonetary asset
exchanges occurring in fiscal periods beginning after the date of issuance.  The
provisions  of  SFAS  153  shall  be  applied  prospectively.  The  Company  has
evaluated  the  impact  of  the  adoption  of SFAS 153, and does not believe the
impact  will  be  significant  to the company's overall results of operations or
financial  position.

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

2.     CASH  AND  CASH  EQUIVALENTS

Cash  and  cash  equivalents  at  December  31,  2005  and 2004, are held in one
financial  institution  in  Guin,  Alabama,  and  exceed  the  FDIC  limits  of
insurability.

                                        9
<PAGE>

3.     INVENTORIES

Inventories  consisted  of  the  following  components:

<TABLE>
<CAPTION>
                          DECEMBER 31,
                         --------------
                         2005       2004
                      ----------  --------
<S>                      <C>         <C>
Raw Materials         $  881,563  $408,821
Work-in-Process          184,599   156,718
Finished Goods            49,396   121,571
                      ----------  --------
Total Inventory       $1,115,558  $687,110
                      ==========  ========
</TABLE>

4.     PROPERTY,  PLANT  AND  EQUIPMENT

Property,  Plant  and  Equipment  consisted  of  the  following:

<TABLE>
<CAPTION>
                          DECEMBER 31,
                         --------------
                         2005       2004
                      ----------  ----------
<S>                      <C>         <C>
Land and Improvements $  296,915  $  277,500
Buildings                822,500     822,500
Machinery and Equipment  559,107     495,145
Furniture and Fixtures   136,161     110,325
                      ----------  ----------
Total Property,
Plant and Equipment   $1,814,683  $1,705,470
                      ==========  ==========
</TABLE>

5.     CREDIT  ARRANGEMENTS

REVOLVING LINE OF CREDIT - The Company had a fixed rate revolving line of credit
with  State  Bank and Trust of Guin, Alabama.  Under this line of credit entered
into  on  March 3, 2004, the Company could make loan draws for business purposes
up  to a maximum amount of $500,528 in the aggregate.  Amounts drawn on the line
of  credit  accrue  interest  at  the  fixed interest rate of 5.5%.  The line of
credit  matured  on  March 25, 2005 and was not renewed.  The line of credit was
secured  by  inventory  and  accounts  receivable  of  the  Company.

IRREVOCABLE  STANDBY LETTERS OF CREDIT - The Company during its normal course of
business is required to issue irrevocable standby letters of credit in the favor
of  independent  third  party  beneficiaries.  As  of  December  31,  2005,  the
following  letters  of  credit  were  issued  and  in  force:

     Letter  of  Credit  No.  98  issued  through  State  Bank  &  Trust  in the
     amount  of  $400,000 to the favor of beneficiary GE Commercial Distribution
     Finance  Corporation,  issued  January  27,  2005, and expiring January 27,
     2006. Personally guaranteed by the largest stockholder of the Company. (See
     Note 9.)

     Letter  of  Credit  No.  93  issued  through  State  Bank  &  Trust  in the
     amount  of  $100,000 to the favor of beneficiary 21st Mortgage Corporation,
     issued  May 3, 2005, and expiring May 3, 2006. Personally guaranteed by the
     three largest stockholders of the Company. (See Note 9.)

                                       10
<PAGE>

     Letter  of  Credit  No.  97  issued  through  State  Bank  &  Trust  in the
     amount  of  $150,000  to the favor of Textron Financial Corporation, issued
     August 29, 2005, and expiring August 29, 2006. Personally guaranteed by the
     three largest stockholders of the Company. (See Note 9.)

As  of  December  31,  2005,  no amounts had been drawn on the above irrevocable
letters  of  credit  by  the  beneficiaries.

6.     PRO  FORMA  INCOME  TAXES  (UNAUDITED)

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

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

<TABLE>
<CAPTION>
                                      FOR THE YEARS ENDED DECEMBER  31,
                                      ---------------------------------
                                            2005         2004
                                         -----------  ----------
<S>                                         <C>            <C>
Current:
   United States Federal                 $1,275,242   $ 523,698
   States                                    77,775      60,630
Deferred Income Taxes                      (134,473)   (266,828)
                                         -----------  ----------
  Pro Forma Income Tax Provision         $1,218,544   $ 317,500
                                         ===========  ==========
</TABLE>

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

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

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

<TABLE>
<CAPTION>
                                      FOR THE YEARS ENDED DECEMBER  31,
                                      ---------------------------------
                                            2005         2004
                                         -----------  ----------
<S>                                         <C>            <C>
Warranty and Other Reserves                $416,642   $266,351
Depreciation Methods                        (78,823)    40,477
                                           ---------  --------
Deferred Tax Assets, Net                   $337,819   $306,828
                                           =========  ========

Current Deferred Assets                    $337,819   $306,828
Net Non-current Deferred Tax Assets               -          -
                                           ---------  --------
Deferred Tax Assets, Net                   $337,819   $306,828
                                           =========  ========
</TABLE>

The  Company's pro forma provision for income taxes is lower than the income tax
expense  that  would  result  from using the Federal Statutory Rate of 34%.  The
State  of Alabama has issued a capital investment credit for a 20-year period in
the  amount  of  $85,000  per year.  The following table reflects reconciliation
between  the statutory rate and the pro forma effective tax rate for each of the
periods  presented:

                                       11
<PAGE>

6.     PRO  FORMA  INCOME  TAXES  (CONTINUED)  (UNAUDITED)

<TABLE>
<CAPTION>
                                      FOR THE YEARS ENDED DECEMBER  31,
                                      ---------------------------------
                                            2005         2004
                                         -----------  ----------
<S>                                         <C>            <C>
United States Federal Statutory Rate       34.00%         35.0%
State Income Tax Rate, Net of
Federal Benefit                             4.29%          1.9%
Non-deductible and Other Items             -2.10%         -5.5%
                                         -----------  ----------
   Pro Forma Effective Income Tax Rate     36.19%         31.4%
                                         ===========  ==========
</TABLE>

As  noted  in Subsequent Events, on January 18, 2006 the Company's S-corporation
election  was  terminated  and  on  a  go  forward  basis will be treated as a C
Corporation.  The Company has reserved approximately $925,000 for a distribution
to  the  prior  S-corporation  shareholders  to  pay  their  tax associated with
earnings  for  the  2005  year  end.

7.     LONG-TERM  DEBT

Long-term  debt  of  the  Company  was  as  follows:

<TABLE>
<CAPTION>
                                                                DECEMBER  31,
                                                               ---------------
                                                               2005           2004
                                                          --------------  --------------
<S>                                                           <C>             <C>
Note payable to State Bank & Trust, payable in
monthly installments of $10,000 including interest
at 5.00%, maturing November 11, 2008, secured
by all assets of the Company and personally
guaranteed by two major stockholders of the
Company                                                   $   1,416,499   $   1,462,992

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

Note payable to Great American, payable in
monthly installments of $251 including interest
at 11.11%, maturing February 1, 2007, secured
by copier equipment                                               3,282           5,777

Note payable to Great American, payable in
monthly installments of $240 including interest
at 13.96%, maturing February 28, 2007, secured
by copier equipment                                               3,083           5,358
                                                          --------------  --------------

Total                                                         1,422,864       1,500,768
Less:  Current portion of long-term debt                   (     55,716)   (     58,190)
                                                          --------------  --------------
Total Long-Term Debt, net of current portion              $   1,367,148   $   1,442,578
                                                          ==============  ==============
</TABLE>

Total interest costs for the years ended December 31, 2005 and 2004, amounted to
$74,903  and $55,109, respectively, as reflected on the face of the accompanying
statement  of  income.

                                       12
<PAGE>

7.     LONG-TERM  DEBT  (CONTINUED)

At December 31, 2005, principal repayment requirements on long-term debt were as
follows:

     YEAR  ENDING  DECEMBER  31       AMOUNT
     --------------------------       ------
          2006                        55,717
          2007                        53,859
          2008                     1,313,288
                                   ---------
          Total                    1,422,864
          Less: Current portion
          of long-term debt          (55,716)
                                   ---------
          Total Long-Term Debt,
          net of current portion  $1,367,148
                                   =========

8.     STOCKHOLDERS'  EQUITY

Effective  end  of  business  day  on  December  31, 2004, the Company purchased
approximately sixty shares of common stock from one of its minority stockholders
for a total cost of $66,000 and recorded the purchased shares as treasury stock.
These  shares  were  retired  on  December  16,  2005.

During  the  years  ended  December  31,  2005  and 2004, the Company's board of
directors  authorized  stockholder  distributions  payable  to  stockholders' of
record  in the amount of $2,050,000 and $598,158, respectively.  At December 31,
2005  and  2004,  $925,000  and  $545,540,  respectively,  of  these  authorized
distributions to stockholders had not been paid and has been recorded as accrued
stockholder  distributions, as reflected on the face of the accompanying balance
sheet  as  a  current  liability  of  the  Company.

9.     COMMITMENTS  AND  CONTINGENCIES

REPURCHASE  AGREEMENTS - The Company is contingently liable, for periods ranging
from  18  to  24 months, under the terms of repurchase agreements with financial
institutions  who  provide  inventory  financing  for retailers of the Company's
products.  These  arrangements, which are customary in the industry, provide for
the  repurchase  of  products  sold  to retailers in the event of default by the
retailer on its lending agreement. The contingent obligation terminates when the
retailer sells the homes. The risk of loss under these agreements is spread over
numerous  retailers  and,  generally, the company has the right to repossess the
home  in  the  event  of  the dealers default.  The maximum amount for which the
Company  is contingently liable under such agreements amounted to $9,600,519 and
$4,516,365  at  December  31,  2005  and  2004,  respectively.

The  remaining  outstanding  contingent  liability arising from sales to dealers
prior  to December 31, 2004 amounted to $525,000 on the date of this filing. The
Company evaluates its liability under these arrangements in accordance with FASB
Interpretation  No.  45  Guarantor's  Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others. The Company
to  date  has  not  experienced  significant  losses  under these agreements and
periodically evaluates the dealers' financial condition. As a result, management
does  not expect any future losses that may arise under these agreements to have
a  material  effect on the accompanying financial statements. As of December 31,
2005  and 2004 the Company had a reserve of $35,000 and 3,500, respectively, for
future repurchase losses.

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

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

EMPLOYMENT  CONTRACTS  -  See  Note  12  Subsequent  Events.

                                          13
<PAGE>

10.     RELATED PARTY TRANSACTIONS

During  the  year  ended  December  31,  2004,  the Company purchased its single
manufacturing  facility,  underlying  land, and certain equipment content of the
facility  from  the  father of the Company's president/majority stockholder at a
cost  of  $1,500,000.  In  addition,  the Company pays this same related party a
consulting  fee  of  $5,000  per  month.  Total consulting fees paid amounted to
$60,000  and $75,000 during 2005 and 2004, respectively.  This agreement expires
in  2008.  Management  asserts  that  these  transactions  are  arms  length
transactions  between  the  Company  and  the  related  party.

Stockholder  distributions  approximating  $2,050,000 and $598,158 were declared
payable  to  the stockholders of the Company during 2005 and 2004, respectively,
pro  rata  to their common stock ownership interest, as reflected on the face of
the accompanying statement of retained earnings.  Each of these stockholders was
also  employed  by  the  Company  during  2005  and  2004  and was paid employee
compensation  based  on  negotiated  arm's  length  employment  agreements.

11.     COMMON STOCK PURCHASE AGREEMENT

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

12.     SUBSEQUENT EVENTS

On  January  18, 2006, Cytation Corporation entered into the Securities Purchase
and  Share  Exchange  Agreement,  (the  "Securities  Purchase and Share Exchange
Agreement") by and among Cytation Corporation, Richard A. Fisher, an individual,
and  Kevin  J.  High,  certain  purchasers  of  Cytation  Corporation'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,  Cytation  Corporation  entered into the Investor Rights
Agreement  (the "Investor Rights Agreement"), by and among Cytation Corporation,
each  of the purchasers of Cytation Corporation's Series A Preferred Stock, each
of  the  shareholders  of  DVA,  and the Lender. Pursuant to the Investor Rights
Agreement,  Cytation  Corporation  (a) has agreed to register certain securities
for  resale,  including  Cytation  Corporation'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 Cytation
Corporation's Series A Preferred Stock.

On  January 18, 2006, Cytation Corporation'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

                                       14
<PAGE>

12.  SUBSEQUENT  EVENTS  (CONTINUED)

Stock  Purchase  Agreement,  Cytation  Corporation  entered  into  the  Earnout
Agreement,  pursuant  to  which,  additional  payments may be paid to the former
owners  of  Deer  Valley  Homebuilders,  Inc., as an earnout, based upon the Net
Income  Before  Taxes of Deer Valley Homebuilders, Inc. during the next five (5)
years  up  to  a  maximum  of  $6,000,000. The business purpose of executing the
Earnout  Agreement  was  to  set the purchase price of Deer Valley Homebuilders,
Inc.  by  an  objective  standard,  given  that  the  owners of DVH and Cytation
Corporation  could  not  agree  on an outright purchase price. Such agreement is
described in more detail herein under Capital 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  Cytation  Corporation,  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  Cytation  Corporation.

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,
Cytation  Corporation  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, Cytation
Corporation  (a) issued and sold to the Purchasers, and the Purchasers purchased
from  Cytation  Corporation,  (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, Cytation Corporation completed a share exchange pursuant to
which  Cytation  Corporation 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.,  Cytation  Corporation  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, Cytation Corporation 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, Cytation
Corporation 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 connection with the transaction described herein, the Company's S-corporation
election  was  terminated  and  on  a  go  forward  basis will be treated as a C
Corporation.  The  Company has reserved $925,000 for a distribution to the prior
S-corporation  shareholders  to  pay  their tax associated with earnings for the
2005  year  end.

On January 25 2006, Deer Valley Homebuilders, Inc. entered into a Sales Contract
with  the father of the Company's President to purchase real property located at
7668  Highway  278  in Sulligent, Alabama.  The purchase price for the Sulligent
Property  is  $725,000  cash,  and the closing is scheduled to occur on or about
April  30,  2006.  We  intend  on obtaining a loan, secured by a mortgage on the
Sulligent  Property,  to  finance the purchase price for the Sulligent Property.
Currently,  Deer  Valley is occupying the Sulligent Property pursuant to a short
term  lease.  Deer  Valley's  plant on the Sulligent Property opened on February
20,  2006  and,  as  of  the  date of this filing, is producing approximately 12
floors  per  week.

                                       15
<PAGE>

12.  SUBSEQUENT  EVENTS  (CONTINUED)

No  employment  agreements were in effect during 2005.  On January 18, 2006, the
Company  entered  into  the  following  employment agreements with the following
executive  officers.

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

On  January  18,  2006, Deer Valley Homebuilders, Inc. entered into a seven year
employment  agreement  with  Charles  L.  Murphree, Jr.   Under the terms of Mr.
Murphree's Employment Agreement, Mr. Murphree is (a) entitled to receive a fixed
annual  salary  of  $52,000,  (b) entitled to receive a monthly "hitch bonus" of
$33.33  per  "floor" produced by the Company, (c) is eligible to participate and
receive  2.2% of the net income before taxes of the Company, and (d) entitled to
receive  health  benefits  and  coverage,  as  provided  by  the  Company.

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

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 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.

<TABLE>
<CAPTION>
            AT DECEMBER 31, 2005
<S>                                 <C>             <C>
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
                                              =============
</TABLE>

                                       16
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>ex99-4.txt
<DESCRIPTION>CONSOLIDATED FINANCIAL STATEMENTS AS OF APRIL 1, 2006 (UNAUDITED)
<TEXT>
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

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>6
<FILENAME>ex99-5.txt
<DESCRIPTION>AUDITOR'S LETTER
<TEXT>
EXHIBIT 99.5     AUDITOR'S LETTER

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


February 8,  2006

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

Ladies  and  Gentlemen:

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


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

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

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

Radin, Glass & Co., LLP
Certified Public Accountants

<PAGE>

ATTACHMENT:     DISCLOSURE EXCERPT FROM SCHEDULE 14C

CHANGE  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     Effective  as of  January 20, 2006, Radin, Glass & Co., LLP resigned as the
Company's  auditors.  The  reports  of  Radin, Glass & Co., LLP on the Company's
consolidated financial statements for the  fiscal  year  ended December 31, 2004
(the  "Audit  Period")  did  not  contain  any  adverse opinion or disclaimer of
opinion,  nor were they qualified or modified as to uncertainty, audit scope, or
accounting  principles,  except  for  an explanatory  paragraph  relating to the
Company's  ability to continue as a going concern.  During the Audit Period, the
interim  period  through  September 30, 2005, and the interim period through the
effective  date  of  resignation  (the  "Interim  Periods"),  there  were  no
disagreements  with  Radin,  Glass  &  Co.,  LLP  on  any  matter of  accounting
principles  or  practices,  financial  statement  disclosure, or auditing  scope
or  procedure,  which  disagreements,  if  not  resolved to the satisfaction  of
Radin,  Glass  & Co., LLP,  would  have  caused  it to make reference thereto in
its  reports  on  the  Company's  consolidated  financial  statements  for  such
years.

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

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

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>7
<FILENAME>ex99-6.txt
<DESCRIPTION>PROPOSED ARTICLES OF INCORPORATION OF FLORIDA CORPORATION
<TEXT>
EXHIBIT 99.6

                            ARTICLES OF INCORPORATION
                                       OF
                                DEERVALLEY CORP.

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

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

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

     4.     The  Articles  of  Incorporation  are  as  follows:

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

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

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

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

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

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

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

                                        1
<PAGE>

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

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

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

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

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

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

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

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

                                        2
<PAGE>

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

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

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

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

                                        3
<PAGE>

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

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

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

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

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

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

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

                                        4
<PAGE>

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

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

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

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

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

                                        5
<PAGE>

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

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

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

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

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

                                        6
<PAGE>

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

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

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

                                        7
<PAGE>

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

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

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

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

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

                                        8
<PAGE>

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

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

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

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

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

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

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

                                        9
<PAGE>

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

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

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


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

ATTEST:

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

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

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

                                       10
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.7
<SEQUENCE>8
<FILENAME>ex99-7.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK
<TEXT>
EXHIBIT 99.7

                           CERTIFICATE OF AMENDMENT TO
                         CERTIFICATE OF INCORPORATION OF
                              CYTATION CORPORATION

                           CERTIFICATE OF DESIGNATION,
                             PREFERENCES AND RIGHTS
                                       OF
                      SERIES A CONVERTIBLE PREFERRED STOCK

     Cytation  Corporation,  a corporation organized and existing under the laws
of the State of Delaware (the "CORPORATION"), hereby certifies that the Board of
Directors of the Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant
to  authority of the Board of Directors as required by applicable corporate law,
and  in  accordance  with the provisions of its Certificate of Incorporation and
Bylaws,  has  and  hereby  authorizes  a  series of the Corporation's previously
authorized  Preferred  Stock,  par value $.01 per share (the "PREFERRED STOCK"),
and  hereby  states  the designation and number of shares, and fixes the rights,
preferences,  privileges,  powers  and  restrictions  thereof,  as  follows:

           SERIES A CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT

     750,000  shares  of  the  authorized  and  unissued  Preferred Stock of the
Corporation  are  hereby  designated "SERIES A CONVERTIBLE PREFERRED STOCK" with
the  following  rights,  preferences,  powers,  privileges,  restrictions,
qualifications  and  limitations.

     1.  Stated  Value.  The  stated  value  of  each  issued  share of Series A
         -------------
Convertible  Preferred  Stock shall be deemed to be $10.00 (the "STATED VALUE"),
as the same may be equitably adjusted whenever there may occur a stock dividend,
stock split, combination, reclassification or similar event affecting the Series
A Convertible Preferred Stock.

     2.  Dividends.
         ---------

          a. Dividends on Series A Convertible Preferred Stock.

          (i) From and including the Date of Issuance (as defined below) of each
     share  of  Series  A Convertible Preferred Stock to the earliest of [A] the
     payment  of  the  Individual  Series  A  Liquidation Preference Payment (as
     defined  in  Section  4(a)  below)  on  each  share of Series A Convertible
                  ------------
     Preferred  Stock  upon  the  liquidation,  dissolution or winding-up of the
     Corporation,  [B]  the  conversion  of  the  Series A Convertible Preferred
     Stock, or [C] the date two (2) years from the Date of Issuance of the share
     of  Series A Convertible Preferred Stock, the holders of shares of Series A
     Convertible  Preferred  Stock shall be entitled to receive, prior to and in
     preference  to  any  declaration  or  payment  of any dividend on any other
     shares  of capital stock of the Corporation, a dividend for each such share
     at  a  rate  per  annum equal to seven percent (7%) of the Stated Value (as
     such  term is defined in Section 1 above) thereof, payable semi-annually by
                              ---------
     one  of the following methods, as selected by the Corporation: [Y] in cash,
     to  the  extent  funds  are  legally  available therefor in accordance with
     applicable  corporate  law;  or  [Z]  in-kind,  with shares of Common Stock
     registered  on Form SB-2 (or an alternative available form if the reporting

<PAGE>

     company  is  not  eligible  to  file  a  Form SB-2), at a ten percent (10%)
     discount to the "MARKET PRICE" (as defined in Section 9 below). The date on
                                                   ---------
     which  the  Corporation  initially issues any share of Series A Convertible
     Preferred  Stock  shall be deemed its "DATE OF ISSUANCE," regardless of the
     number  of  times  transfer  of  such  share  is  made on the stock records
     maintained  by  or  for  the  Corporation  and  regardless of the number of
     certificates which may be issued to evidence such share.

          (ii)  From  and  including  the  date  two  (2) years from the Date of
     Issuance of a share of Series A Convertible Preferred Stock to the earliest
     of  [A]  the  payment  of  the  Individual  Series A Liquidation Preference
     Payment  (as  defined  in  Section  4(a)  below)  on each share of Series A
                                ------------
     Convertible Preferred Stock upon the liquidation, dissolution or winding-up
     of  the  Corporation;  or  [B]  the  conversion of the Series A Convertible
     Preferred  Stock, each holder of Series A Convertible Preferred Stock shall
     receive,  in  the case of a dividend on Common Stock or any class or series
     that  is convertible into Common Stock, that dividend per share of Series A
     Convertible  Preferred Stock as would equal the product of [Y] the dividend
     payable on each share of such class or series determined, if applicable, as
     if  all  such shares of such class or series had been converted into Common
     Stock  and all Series A Convertible Preferred Stock had been converted into
     Common  Stock,  and  [Z] the number of shares of Common Stock issuable upon
     conversion  of  a share of Series A Convertible Preferred Stock, calculated
     on  the  record  date for determination of holders entitled to receive such
     dividend.

     b. Priority of Payment. In the event that full dividends are not paid under
        -------------------
Section  2(a)(i)  above  to  the  holders  of all outstanding shares of Series A
---------------
Convertible  Preferred Stock so entitled to such payment and funds available for
payment  of dividends shall be insufficient to permit payment in full to holders
of  all  such  stock  of  the  full  preferential amounts to which they are then
entitled,  then  the  entire  amount available for payment of dividends shall be
distributed,  first, ratably among all holders of Series A Convertible Preferred
Stock  in  proportion  to  the  full  amount  to  which  they would otherwise be
respectively  entitled  and,  second,  only  after  the  holders  of  Series  A
Convertible  Preferred Stock have received the full amount of dividends to which
they  were  entitled,  ratably  among  all  holders of other Preferred Stock and
Common  Stock  in proportion to the full amount to which they would otherwise be
respectively entitled.

     3. Voting.
        ------

     a.  Number  of  Votes.  On  any matter presented to the stockholders of the
         -----------------
Corporation  for their action or consideration at any meeting of stockholders of
the  Corporation  (or  by written consent of stockholders in lieu of a meeting),
each  holder of outstanding shares of Series A Convertible Preferred Stock shall
be  entitled, subject to the limitation set forth in Section 3(b) below, to cast
                                                     ------------
the  number  of  votes for the Series A Convertible Preferred Stock in an amount
equal  to  the  number  of whole shares of Common Stock into which the shares of
Series  A  Convertible Preferred Stock held by such holder are convertible as of
the  record  date  for determining stockholders entitled to vote on such matter.
Except  as  provided by law or by the provisions of Sections 3(c) and (d) below,
                                                    --------------------
holders  of  Series  A  Convertible Preferred Stock shall vote together with the

<PAGE>

holders  of  Common Stock, and with the holders of any other series of Preferred
Stock the terms of which so provide, together as a single class.

     b. Limitation on Number of Votes. Notwithstanding anything contained herein
        -----------------------------
to  the  contrary,  the  voting  rights  of each holder of outstanding shares of
Series A Convertible Preferred Stock shall be limited in accordance with Section
                                                                         -------
6  hereof,  so that each holder of Series A Convertible Preferred Stock shall be
--
entitled  to  vote only that number of votes equal to the number of whole shares
of  Common  Stock  into which the shares of Series A Convertible Preferred Stock
are  convertible  as  of  the  record  date,  up  to  a  maximum of 4.99% of the
outstanding shares of Common Stock of the Corporation.

     c.  Senior  Securities or Financial Instruments. At any time when a minimum
         -------------------------------------------
of  $3,500,000  of  the  Stated  Value  of  the  shares  of Series A Convertible
Preferred Stock are outstanding, except where the vote or written consent of the
holders  of a greater number of shares of the Corporation is required by law, by
the  Corporation's Certificate of Incorporation, as amended (the "CERTIFICATE OF
INCORPORTION"),  or  by this Certificate of Designations, Preferences and Rights
of Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS"), and
in addition to any other vote required by law, the Certificate of Incorporation,
or  this Certificate of Designations, without the written consent or affirmative
vote  of  the  holders  of fifty percent (50%) of the then-outstanding shares of
Series  A  Convertible Preferred Stock given in writing or by vote at a meeting,
consenting  or  voting  (as the case may be) as a separate class from the Common
Stock,  the  Corporation  shall  not,  either  directly or by amendment, merger,
consolidation  or  otherwise,  issue  any  Additional Shares of Common Stock (as
defined  in  Section  5(d)  below)  unless  the same rank junior to the Series A
             -------------
Convertible  Preferred  Stock  with respect to the distribution of assets on the
liquidation,  dissolution  or  winding-up of the Corporation and with respect to
the  payment  of dividends and redemption rights, if applicable. Notwithstanding
the foregoing, this Section 3(c) shall not apply to a Qualified Financing or the
                    -----------
Reverse Merger (as such terms are defined in Section 9 below).
                                             ---------

     d.  Other  Limitations  on  Corporate Action. At any time when a minimum of
         ----------------------------------------
$3,500,000 of the Stated Value (as defined in the Certificate of Designation) of
the  shares of Series A Preferred Stock is outstanding, except where the vote or
written  consent of the holders of a greater number of shares of the Corporation
is  required by law, the Certificate of Incorporation, or by this Certificate of
Designations, and in addition to any other vote required by law, the Certificate
of  Incorporation,  or  by  this Certificate of Designation, without the written
consent  or  affirmative vote of the holders of no-less than fifty percent (50%)
of  the  outstanding  Stated  Value  of the Series A Convertible Preferred Stock
consenting  or  voting  (as the case may be) as a separate class from the Common
Stock,  the  Corporation  shall  not,  either  directly or by amendment, merger,
consolidation or otherwise:

          (i)  liquidate,  dissolve,  or wind-up the business and affairs of the
     Corporation,  effect any Deemed Liquidation Event, or consent to any of the
     foregoing;

          (ii) effectuate any merger, reorganization, or recapitalization of the
     Corporation,  including  such transactions with a Subsidiary (as defined in
     Section  9  below) or related entity, or enter into any agreement to do any
     of the foregoing, other than in connection with the Reverse Merger;

<PAGE>

          (iii) until the Effective Date of the Registration Statement, purchase
     or  redeem  or pay or declare any dividend or make any distribution on, any
     shares  of  stock  other  than  the Series A Convertible Preferred Stock as
     expressly  authorized  herein,  or  permit  any Subsidiary to take any such
     action,  except  for  (A)  securities  repurchased  from  former employees,
     officers,  directors,  consultants, or other persons who performed services
     for  the  Corporation or any subsidiary in connection with the cessation of
     such employment or service; or (B) securities repurchased upon the exercise
     of  the  Corporation's  right of first refusal to purchase such securities,
     each as approved by the Board of Directors;

          (iv)  after the Effective Date of the Registration Statement, purchase
     or  redeem  or pay or declare any dividend or make any distribution on, any
     shares  of  stock  other  than  the Series A Convertible Preferred Stock as
     expressly  authorized  herein,  or  permit  any Subsidiary to take any such
     action,  so  long  as an accrued dividend under Section 2 is unpaid, except
                                                     ---------
     for  (A) securities repurchased from former employees, officers, directors,
     consultants, or other persons who performed services for the Corporation or
     any  Subsidiary  in  connection  with  the  cessation of such employment or
     service;  or  (B)  securities  repurchased  upon  the  exercise  of  the
     Corporation's  right  of first refusal to purchase such securities, each as
     approved by the Board of Directors;

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

          (vi)  increase  the  authorized number of shares of Preferred Stock or
     Series A Convertible Preferred Stock; or

          (vii)  make,  or permit any Subsidiary to make, any loan or advance to
     any  person, including, without limitation, any employee or director of the
     Company, or incur any Indebtedness, except the Permitted Debt.

     4. Liquidation, Dissolution, or Winding-Up; Certain Mergers, Consolidations
        ------------------------------------------------------------------------
and Asset Sales.
---------------

     a.  Payments  to  Holders of Series A Convertible Preferred Stock. Upon any
         -------------------------------------------------------------
liquidation,  dissolution or winding-up of the Corporation, whether voluntary or
involuntary,  the  holders of the shares of Series A Convertible Preferred Stock
shall  be paid, before any payment shall be paid to the holders of Common Stock,
or  any  other  stock  ranking on liquidation junior to the Series A Convertible
Preferred  Stock  (including the Series B Preferred Stock and Series C Preferred
Stock (as defined in the Securities Purchase and Share Exchange Agreement) )(the
"JUNIOR  STOCK"),  an  amount  for  each share of Series A Convertible Preferred
Stock  held  by such holder equal to the sum of (1) the Stated Value thereof and
(2)  an  amount  equal  to dividends accrued but unpaid thereon, computed to the
date  payment  thereof  is  made  available (such applicable amount payable with

<PAGE>

respect  to  a  share  of  Series  A Convertible Preferred Stock sometimes being
referred  to  as  the  "INDIVIDUAL  SERIES  A  PREFERRED  LIQUIDATION PREFERENCE
PAYMENT"  and with respect to all shares of Series A Convertible Preferred Stock
in  the  aggregate  sometimes  being  referred  to  as  the  "AGGREGATE SERIES A
LIQUIDATION  PREFERENCE  PAYMENT").  If,  upon  such liquidation, dissolution or
winding-up  of  the Corporation, whether voluntary or involuntary, the assets to
be  distributed  among  the  holders of shares of Series A Convertible Preferred
Stock  shall  be  insufficient  to  permit  payment  to  the holders of Series A
Convertible Preferred Stock of an aggregate amount equal to the Aggregate Series
A  Liquidation  Preference Payment, then the entire assets of the Corporation to
be  so  distributed  shall  be distributed ratably among the holders of Series A
Convertible  Preferred  Stock  (based  on  the  Individual  Series  A  Preferred
Liquidation  Preference  Payments  due  to  the  respective  holders of Series A
Convertible Preferred Stock).

     b.  Payments  to  Holders  of  Junior  Stock.  After  the  payment  of  all
         ----------------------------------------
preferential  amounts  required  to  be  paid  to  the  holders  of the Series A
Convertible  Preferred  Stock  and  any  other  class  or series of stock of the
Corporation  ranking  on  liquidation senior to or on a parity with the Series A
Convertible  Preferred  Stock,  the  holders  of  shares  of  Junior  Stock then
outstanding shall be entitled to receive the remaining assets of the Corporation
available  for  distribution  to  its stockholders as otherwise set forth in the
Certificate of Incorporation.

     c. Deemed Liquidation Events.
        ---------------------------

          (i)  The  following  events shall be deemed to be a liquidation of the
     Corporation  for purposes of this Section 4 (a "DEEMED LIQUIDATION EVENT"),
                                       ---------
     unless  the  holders  of  a  majority of the shares of Series A Convertible
     Preferred  Stock elect otherwise by written notice given to the Corporation
     at least five (5) days prior to the effective date of any such event:

               (A)  a merger or consolidation (other than the Reverse Merger) in
          which:

                    (I) the Corporation is a constituent party, or

                    (II) a Subsidiary is a constituent party and the Corporation
               issues  shares  of  its  capital stock pursuant to such merger or
               consolidation,  except  that  any  such  merger  or consolidation
               involving  the Corporation or a Subsidiary in which the shares of
               capital stock of the Corporation outstanding immediately prior to
               such  merger  or  consolidation  continue  to  represent,  or are
               converted  or  exchanged  for  shares  of  capital  stock  that
               represent, immediately following such merger or consolidation, at
               least  a  majority,  by voting power, of the capital stock of (1)
               the surviving or resulting corporation or (2) if the surviving or
               resulting  corporation  is  a  wholly-owned subsidiary of another
               corporation  immediately  following such merger or consolidation,
               the parent corporation of such surviving or resulting corporation
               (provided  that,  for  the  purpose  of this Section 4(c)(i), all
                                                            ---------------
               shares  of  Common  Stock  issuable  upon  exercise  of  options
               outstanding immediately prior to such merger or consolidation, or

<PAGE>

               upon conversion of convertible securities outstanding immediately
               prior  to  such  merger  or  consolidation  shall be deemed to be
               outstanding  immediately  prior  to  such merger or consolidation
               and,  if  applicable,  converted  or  exchanged in such merger or
               consolidation  on the same terms as the actual outstanding shares
               of Common Stock are converted or exchanged); or

               (B)  the sale, lease, transfer, or other disposition, in a single
          transaction  or  series of related transactions, by the Corporation or
          any  Subsidiary  of  all  or  substantially  all  of the assets of the
          Corporation  and its Subsidiaries, taken as a whole, except where such
          sale,  lease,  transfer,  or  other  disposition  is to a wholly-owned
          Subsidiary.

          (ii)  The  Corporation  shall  not  have  the  power  to  effect  any
     transaction  constituting  a  Deemed  Liquidation Event pursuant to Section
                                                                         -------
     4(c)(i)(A)(I) above unless the agreement or plan of merger or consolidation
     ------------
     provides  that  the  consideration  payable  to  the  stockholders  of  the
     Corporation  shall  be  allocated among the holders of capital stock of the
     Corporation in accordance with Sections 4(a) and 4(b) above.
                                             ------------

          (iii)  In  the event of a Deemed Liquidation Event pursuant to Section
                                                                         -------
     4(c)(i)(A)(II)  or  (B)  above,  if  the  Corporation  does  not  effect  a
     -------------
     dissolution  of  the Corporation under the Delaware General Corporation Law
     within  sixty  (60)  days after such Deemed Liquidation Event, then (A) the
     Corporation  shall  deliver  a  written  notice  to each holder of Series A
     Convertible  Preferred  Stock  no  later than the 60th day after the Deemed
     Liquidation  Event  advising  such  holders  of  their  right  (and  the
     requirements  to  be met to secure such right) pursuant to the terms of the
     following  clause  (B) to require the redemption of such shares of Series A
                ----------
     Convertible  Preferred Stock; and (B) if the holders of at least a majority
     of  the  then-outstanding shares of Series A Convertible Preferred Stock so
     request in a written instrument delivered to the Corporation not later than
     seventy-five (75) days after such Deemed Liquidation Event, the Corporation
     shall  use  the  consideration  received by the Corporation for such Deemed
     Liquidation  Event  (net  of  any  retained liabilities associated with the
     assets  sold  or  technology  licensed,  as determined in good faith by the
     Board  of  Directors)(the  "NET PROCEEDS") to redeem, to the extent legally
     available  therefor,  on  the  90th day after such Deemed Liquidation Event
     (the  "LIQUIDATION  REDEMPTION  DATE"),  all outstanding shares of Series A
     Convertible  Preferred  Stock  at  a  price per share equal to the Series A
     Liquidation  Amount. In the event of a redemption pursuant to the preceding
     sentence,  if the Net Proceeds are not sufficient to redeem all outstanding
     shares  of Series A Convertible Preferred Stock, or if the Proceeds are not
     sufficient  to  redeem  all  outstanding  shares  of  Series  A Convertible
     Preferred  Stock,  or  if  the  Corporation  does not have sufficient funds
     lawfully  available to effect such redemption, the Corporation shall redeem
     a  pro  rata  portion  of  each  holder's  shares  of  Series A Convertible
     Preferred Stock to the fullest extent of such Net Proceeds or such lawfully
     available  funds, as the case may be, and, where such redemption is limited
     by the amount of lawfully available funds, the Corporation shall redeem the
     remaining  shares  to  have  been redeemed as soon as practicable after the
     Corporation has funds legally available therefor. Prior to the distribution
     or redemption provided for in this Section 4(c)(iii), the Corporation shall
                                        ----------------
     not  expend  or  dissipate  the  consideration  received  for  such  Deemed
     Liquidation  Event,  except  to discharge expenses incurred in the ordinary
     course of business.

<PAGE>

          (iv)  The  amount deemed paid or distributed to the holders of capital
     stock  of  the  Corporation  upon  any  such  merger,  consolidation, sale,
     transfer,  exclusive  license, other disposition or redemption shall be the
     cash or the value of the property, rights or securities paid or distributed
     to  such  holders by the Corporation or the acquiring person, firm or other
     entity.  The  value  of  such  property,  rights  or  securities  shall  be
     determined in good faith by the Board of Directors.

     5.  Optional  Conversion.  The  holders  of  Series A Convertible Preferred
         --------------------
Shares shall have the conversion rights as follows (the "CONVERSION RIGHTS").

     (a)  Right  to  Convert. Each share of Series A Convertible Preferred Stock
          ------------------
shall be convertible, at the option of the holder thereof, at any time after the
"CONVERSION  DATE"  (as  defined in Section 9 below), and without the payment of
                                    ---------
additional  consideration  by the holder thereof, into such number of fully-paid
and  nonassessable  shares  of Common Stock as is determined by dividing (1) the
sum  of (i) the Stated Value per share and (ii) all dividends accrued and unpaid
on each such share to the date such share is converted, whether or not declared,
and  all other dividends declared and unpaid on each such share through the date
of actual conversion, by (2) the Series A Conversion Price in effect at the time
of  conversion.  The  "SERIES  A  CONVERSION  PRICE" shall be seventy five cents
($.75).  The Series A Conversion Price, and the rate at which shares of Series A
Convertible  Preferred Stock may be converted into shares of Common Stock, shall
be subject to adjustment as provided below.

     (b) Fractional Shares. No fractional shares of Common Stock shall be issued
         -----------------
upon  conversion  of  the  Series  A Convertible Preferred Stock. In lieu of any
fractional  shares  to  which  the  holder  would  otherwise  be  entitled,  the
Corporation  shall pay cash equal to such fraction multiplied by the fair market
value  of  a  share  of Common Stock as determined in good faith by the Board of
Directors,  or round-up to the next whole number of shares, at the Corporation's
option.  Whether or not fractional shares would be issuable upon such conversion
shall  be  determined  on  the  basis  of the total number of shares of Series A
Convertible  Preferred  Stock  the  holder is at the time converting into Common
Stock  and  the  aggregate  number  of shares of Common Stock issuable upon such
conversion.

     (c) Mechanics of Conversion.
         -----------------------

          (i)  For  a  holder  of  Series  A  Convertible  Preferred  Stock  to
     voluntarily  convert  shares  of  Series A Convertible Preferred Stock into
     shares  of  Common  Stock,  that  holder shall surrender the certificate or
     certificates  for  such shares of Series A Convertible Preferred Stock (or,
     if  the  registered  holder  alleges  that  such certificate has been lost,
     stolen, or destroyed, a lost certificate affidavit and agreement reasonably
     acceptable  to  the  Corporation  to  indemnify the Corporation against any
     claim  that  may  be made against the Corporation on account of the alleged
     loss,  theft,  or  destruction  of  such certificate), at the office of the
     transfer  agent  for  the  Series  A Convertible Preferred Stock (or at the
     principal  office  of  the Corporation if the Corporation serves as its own
     transfer  agent),  together  with  written notice that the holder elects to
     convert  all  or  any  number  of  the  shares  of the Series A Convertible
     Preferred  Stock  represented  by  such certificate or certificates and, if
     applicable,  any  event  on which such conversion is contingent. The notice
     shall  state  the  holder's  name or the names of the nominees in which the

<PAGE>

     holder wishes the certificate or certificates for shares of Common Stock to
     be  issued.  If  required  by the Corporation, certificates surrendered for
     conversion  shall  be  endorsed  or  accompanied by a written instrument or
     instruments  of  transfer,  in  form  satisfactory to the Corporation, duly
     executed  by  the  registered  holder  or  his,  her,  or its attorney duly
     authorized  in writing. The close of business on the date of receipt by the
     transfer  agent  of  such  certificates  (or lost certificate affidavit and
     agreement)  and  notice (or by the Corporation if the Corporation serves as
     its  own  transfer  agent) shall be the time of conversion (the "CONVERSION
     TIME"),  and  the  shares  of  Common Stock issuable upon conversion of the
     shares represented by such certificate shall be deemed to be outstanding of
     record as of that date. The Corporation shall, as soon as practicable after
     the  Conversion  Time,  issue  and  deliver at such office to the holder of
     Series  A Convertible Preferred Stock, or to his, her, or its nominee(s), a
     certificate  or  certificates  for  the number of shares of Common Stock to
     which  the  holder(s)  shall be entitled, together with cash in lieu of any
     fraction of a share, if applicable.

          (ii) The Corporation shall at all times while the Series A Convertible
     Preferred  Stock  is  outstanding,  reserve  and  keep available out of its
     authorized  but unissued stock, for the purpose of effecting the conversion
     of  the  Series  A  Convertible  Preferred  Stock,  such number of its duly
     authorized  shares of Common Stock as shall from time to time be sufficient
     to  effect the conversion of all outstanding Series A Convertible Preferred
     Stock; and if, at any time, the number of authorized but unissued shares of
     Common  Stock  shall  not  be  sufficient  to  effect the conversion of all
     then-outstanding  shares  of  the Series A Convertible Preferred Stock, the
     Corporation  shall  take  such  corporate  action  as  may  be necessary to
     increase  its authorized but unissued shares of Common Stock to such number
     of  shares  as  shall  be  sufficient for such purposes, including, without
     limitation,  engaging  in  best efforts to obtain the requisite stockholder
     approval of any necessary amendment to the Certificate of Incorporation.

          (iii)  All  shares  of Series A Convertible Preferred Stock that shall
     have  been surrendered for conversion as herein provided shall no longer be
     deemed  to  be  outstanding,  and  all  rights with respect to such shares,
     including  the  rights, if any, to receive notices, to vote, and to receive
     payment  of  any  dividends  accrued  or declared but unpaid thereon, shall
     immediately  cease  and  terminate  at the Conversion Time, except only the
     right  of the holders thereof to receive shares of Common Stock in exchange
     therefor.  Any  shares of Series A Convertible Preferred Stock so converted
     shall  be retired and cancelled and shall not be reissued as shares of such
     series,  and  the Corporation (without the need for stockholder action) may
     from  time  to  time  take  such  appropriate action as may be necessary to
     reduce  the  authorized  number of shares of Series A Convertible Preferred
     Stock accordingly.

          (iv)  Upon  any  such  conversion,  no  adjustment  to  the  Series  A
     Conversion  Price  shall  be  made  for  any accrued or declared but unpaid
     dividends  on  the  Series  A  Convertible  Preferred Stock surrendered for
     conversion or on the Common Stock delivered upon conversion.

          (v)  The  Corporation  shall  pay  any and all issue and other similar
     taxes  that may be payable in respect of any issuance or delivery of shares
     of Common Stock upon conversion of shares of Series A Convertible Preferred

<PAGE>

     Stock  pursuant  to  this Section 5. The Corporation shall not, however, be
     required  to  pay  any  tax  that may be payable in respect of any transfer
     involved  in  the issuance and delivery of shares of Common Stock in a name
     other than that in which the shares of Series A Convertible Preferred Stock
     so  converted  were  registered,  and no such issuance or delivery shall be
     made  unless  and  until  the person or entity requesting such issuance has
     paid  to  the Corporation the amount of any such tax or has established, to
     the satisfaction of the Corporation, that such tax has been paid.

     (d) Adjustments to Series A Conversion Price for Diluting Issues.
         ------------------------------------------------------------

          (i) Special Definitions. For purposes of this Section 5, the following
              -------------------
     definitions shall apply:

               (A) "OPTION" shall mean rights, options, or warrants to subscribe
          for,  purchase,  or  otherwise  acquire  Common  Stock  or Convertible
          Securities.

               (B)  "SERIES  A ORIGINAL ISSUE DATE" shall mean the date on which
          the first share of Series A Convertible Preferred Stock was issued.

               (C)  "CONVERTIBLE  SECURITIES"  shall  mean  any  evidence  of
          indebtedness,  shares  or  other  securities  directly  or  indirectly
          convertible  into  or  exchangeable  for  Common  Stock, but excluding
          Options.

               (D)  "ADDITIONAL SHARES OF COMMON STOCK" shall mean all shares of
          Common  Stock  issued (or, pursuant to Section 5(d)(iii) below, deemed
                                                 -----------------
          to  be  issued)  by  the Corporation after the Series A Original Issue
          Date, other than the following ("EXEMPTED SECURITIES"):

                    (I)  shares  of  Common  Stock  issued or deemed issued as a
               dividend or distribution on Series A Convertible Preferred Stock,
               Series  A  Warrants  (as  defined  in  Section 9 below) issued as
                                                      ---------
               penalty  warrants  to  holders  of Series A Convertible Preferred
               Stock pursuant to Section 2 of the Investor Rights Agreement, and
                                 ---------
               Series A Warrants issued as penalty warrants to the holder of the
               Series  D  Warrant  pursuant  to Section 2 of the Investor Rights
                                                ---------
               Agreement;

                    (II)  shares of Common Stock issued or issuable by reason of
               a dividend, stock split, split-up or other distribution on shares
               of Common Stock that is covered by Section 5(e) or 5(f) below;
                                                  -------------------

                    (III)  shares  of  Common  Stock  issued or deemed issued to
               employees  or directors of, or consultants to, the Corporation or
               any of its Subsidiaries for services rendered pursuant to a plan,
               agreement,  or  arrangement  approved  by  the Board of Directors
               (including up to 5,000 shares of Common Stock per month issued or
               issuable  to third party(ies) in connection with the provision of
               guarantees for certain obligations of the Company);

<PAGE>

                    (IV)  shares  of  Common  Stock  or  Convertible  Securities
               actually issued upon the exercise of Options, or shares of Common
               Stock  actually  issued  upon  the  conversion  or  exchange  of
               Convertible  Securities  (including  the  Series  A  Convertible
               Preferred  Stock,  the  Series B Convertible Preferred Stock, the
               Series  C Convertible Preferred Stock, the Series A Warrants, the
               Series  B  Warrants, the Series C Warrants, the Series D Warrant,
               and  the  warrants  issued  to  Midtown  Partners  & Co., LLC (as
               placement  agent) in connection with the offering of the Series A
               Convertible Preferred Stock), in each case, provided the issuance
               is pursuant to the terms of such Option or Convertible Security;

                    (V)  shares  of  Common  Stock  issued  or  deemed issued in
               connection with a bona fide joint venture or business acquisition
               of  or by the Corporation, whether by merger, consolidation, sale
               of assets, sale or exchange of stock, or otherwise; provided that
               any  such issuance is approved by the Board of Directors, and, at
               the  time  of  such  issuance, the aggregate of that issuance and
               similar issuances in the preceding twelve (12) month period shall
               not exceed ten percent (10%) of the then-outstanding Common Stock
               (assuming  full  conversion  and  exercise of all convertible and
               exercisable securities);

                    (VI)  shares  of  Common  Stock,  Preferred  Stock  or other
               securities  issued  by  the  Corporation  in  connection with the
               Reverse  Merger  (the  "EXCHANGED  SECURITIES"),  in exchange for
               outstanding  shares  of  Common  Stock,  Preferred Stock or other
               securities  of  DeerValley  Acquisitions  Corp. (the "SURRENDERED
               SECURITIES"); and

                    (VII)  the  Company's  offering  of  up to 750,000 shares of
               Series  A  Convertible  Preferred  Stock,  Series  A Warrants and
               Series  B  Warrants,  and  up  to  76,201  shares  of  Series  B
               Convertible  Preferred  Stock  and Series C Convertible Preferred
               Stock,  in the aggregate, pursuant to the Securities Purchase and
               Share Exchange Agreement.

          (ii)  No Adjustment of Series A Conversion Price. No adjustment in the
                ------------------------------------------
     Series  A  Conversion  Price shall be made as the result of the issuance of
     Additional  Shares  of  Common  Stock  if:  (a) the consideration per share
     (determined  pursuant  to Section 5(d)(v) below) for such Additional Shares
                               ---------------
     of  Common  Stock issued or deemed to be issued by the Corporation is equal
     to  or  greater  than  the  applicable  Series A Conversion Price in effect
     immediately  prior  to  the  issuance or deemed issuance of such Additional
     Shares  of  Common Stock; or (b) prior to such issuance or deemed issuance,
     the  Corporation  receives  written  notice  from the holders of at least a
     majority  of  the then-outstanding shares of Series A Convertible Preferred
     Stock  agreeing  that no such adjustment shall be made as the result of the
     issuance or deemed issuance of such Additional Shares of Common Stock.

          (iii) Deemed Issue of Additional Shares of Common Stock.
                -------------------------------------------------

               (A)  If  the  Corporation, at any time or from time to time after
          the  Series  A  Original  Issue  Date,  shall  issue  any  Options  or
          Convertible  Securities  (excluding  Options or Convertible Securities
          that,  upon  exercise,  conversion, or exchange thereof, would entitle
          the holder thereof to receive Exempted Securities pursuant to Sections
                                                                        --------
          5(d)(i)(D)(I),  (II),  (III), (IV), (V), (VI) or (VII)) or shall fix a
          ------------------------------------------------------
          record  date  for  the  determination  of  holders  of  any  class  of

<PAGE>

          securities  entitled  to  receive  any  such  Options  or  Convertible
          Securities,  then the maximum number of shares of Common Stock (as set
          forth in the instrument relating thereto, assuming the satisfaction of
          any  conditions  to exercisability, convertibility, or exchangeability
          but without regard to any provision contained therein for a subsequent
          adjustment  of such number) issuable upon the exercise of such Options
          or,  in  the  case of Convertible Securities and Options therefor, the
          conversion or exchange of such Convertible Securities, shall be deemed
          to  be Additional Shares of Common Stock issued as of the time of such
          issue  or, in case such a record date shall have been fixed, as of the
          close of business on such record date.

               (B)  If  the  terms  of  any  Option or Convertible Security, the
          issuance of which resulted in an adjustment to the Series A Conversion
          Price  pursuant  to  the  terms of Section 5(d)(iv) below, are revised
                                             ----------------
          (either  automatically pursuant to the provisions contained therein or
          as  a  result of an amendment to such terms) to provide for either (1)
          any  increase  or  decrease  in  the  number of shares of Common Stock
          issuable upon the exercise, conversion, or exchange of any such Option
          or  Convertible  Security  or  (2)  any  increase  or  decrease in the
          consideration  payable  to  the  Corporation  upon  such  exercise,
          conversion,  or  exchange,  then,  effective  upon  such  increase  or
          decrease  becoming  effective,  the Series A Conversion Price computed
          upon  the  original  issue  of such Option or Convertible Security (or
          upon  the  occurrence  of a record date with respect thereto) shall be
          readjusted  to  such  Series  A  Conversion  Price  as would have been
          obtained  had such revised terms been in effect upon the original date
          of  issuance  of  such Option or Convertible Security. Notwithstanding
          the  foregoing,  no  adjustment pursuant to this clause (B) shall have
          the  effect  of  increasing the Series A Conversion Price to an amount
          that  exceeds  the  lower  of (i) the Series A Conversion Price on the
          original  adjustment  date, or (ii) the Series A Conversion Price that
          would  have resulted from any issuances of Additional Shares of Common
          Stock between the original adjustment date and such readjustment date.

               (C) If the terms of any Option or Convertible Security (excluding
          Options  or Convertible Securities that, upon exercise, conversion, or
          exchange thereof, would entitle the holder thereof to receive Exempted
          Securities pursuant to Sections 5(d)(i)(D)(I), (II), (III), (IV), (V),
                                 -----------------------------------------------
          (VI)  or  (VII)  above),  the  issuance  of which did not result in an
          --------------
          adjustment  to  the Series A Conversion Price pursuant to the terms of
          Section  5(d)(iv)  below  (either  because the consideration per share
          ----------------
          (determined  pursuant  to  Section  5(d)(v)  below)  of the Additional
                                     ----------------
          Shares  of  Common  Stock subject thereto was equal to or greater than
          the  Series  A Conversion Price then in effect, or because such Option
          or  Convertible Security was issued before the Series A Original Issue
          Date),  are  revised  after  the  Series A Original Issue Date (either
          automatically  pursuant  to  the  provisions contained therein or as a
          result  of  an  amendment to such terms) to provide for either (1) any
          increase  or decrease in the number of shares of Common Stock issuable
          upon  the  exercise,  conversion,  or  exchange  of any such Option or
          Convertible  Security  or  (2)  any  increase  or  decrease  in  the
          consideration  payable  to  the  Corporation  upon  such  exercise,
          conversion,  or exchange, then such Option or Convertible Security, as
          so  amended, and the Additional Shares of Common Stock subject thereto
          (determined  in  the  manner  provided  in Section 5(d)(iii)(A) above)
                                                     -------------------
          shall  be  deemed  to have been issued effective upon such increase or
          decrease becoming effective.

<PAGE>

               (D)  Upon the expiration or termination of any unexercised Option
          or  unconverted  or  unexchanged  Convertible  Security  that resulted
          (either upon its original issuance or upon a revision of its terms) in
          an  adjustment  to the Series A Conversion Price pursuant to the terms
          of  Section  5(d)(iv)  below,  the  Series A Conversion Price shall be
              ----------------
          readjusted  to  such  Series  A  Conversion  Price  as would have been
          obtained had such Option or Convertible Security never been issued.

          (iv)  Adjustment  of  Series  A  Conversion  Price  Upon  Issuance  of
                ----------------------------------------------------------------
     Additional  Shares  of  Common  Stock. If the Corporation shall at any time
     -------------------------------------
     after  the  Series  A Original Issue Date issue Additional Shares of Common
     Stock  (including  Additional  Shares  of  Common Stock deemed to be issued
     pursuant  to  Section  5(d)(iii)  above),  without  consideration  or for a
                   -----------------
     consideration  per share less than the applicable Series A Conversion Price
     in  effect  immediately  prior  to such issue, then the Series A Conversion
     Price  shall  be reduced, concurrently with such issue, to a price equal to
     the  consideration  received  per  share in connection with the issuance of
     such Additional Shares of Common Stock.

          (v) Determination of Consideration. For purposes of this Section 5(d),
              ------------------------------
     the  consideration  received  by  the  Corporation  for  the  issue  of any
     Additional Shares of Common Stock shall be computed as follows:

               (A) Cash and Property: Such consideration shall:
                   -----------------

                    (I)  insofar  as  it  consists  of  cash, be computed at the
               aggregate  amount  of cash received by the Corporation, excluding
               amounts paid or payable for accrued interest;

                    (II)  insofar as it consists of property other than cash, be
               computed  at  the  fair  market value thereof at the time of such
               issue, as determined in good faith by the Board of Directors; and

                    (III)  if  Additional  Shares  of  Common  Stock  are issued
               together  with  other shares or securities or other assets of the
               Corporation for consideration that covers both, be the proportion
               of  such  consideration  so  received,  computed  as  provided in
               clauses  (I)  and  (II) above, as determined in good faith by the
               Board of Directors.

               (B)  Options  and  Convertible  Securities. The consideration per
                    -------------------------------------
          share  received  by  the  Corporation  for Additional Shares of Common
          Stock  deemed to have been issued pursuant to Section 5(d)(iii) above,
                                                        ----------------
          relating to Options and Convertible Securities, shall be determined by
          dividing

                    (I)  the total amount, if any, received or receivable by the
               Corporation  as  consideration  for  the issue of such Options or
               Convertible  Securities,  plus  the  minimum  aggregate amount of
               additional  consideration  (as  set  forth  in  the  instruments
               relating  thereto,  without  regard  to  any  provision contained
               therein  for  a  subsequent  adjustment  of  such  consideration)
               payable  to  the Corporation upon the exercise of such Options or
               the  conversion or exchange of such Convertible Securities, or in
               the  case  of Options for Convertible Securities, the exercise of

<PAGE>

               such  Options  for  Convertible  Securities and the conversion or
               exchange of such Convertible Securities, by

                    (II)  the  maximum  number of shares of Common Stock (as set
               forth  in the instruments relating thereto, without regard to any
               provision  contained  therein for a subsequent adjustment of such
               number)  issuable  upon  the  exercise  of  such  Options  or the
               conversion or exchange of such Convertible Securities.

          (vi)  Multiple  Closing  Dates. If the Corporation shall issue on more
                ------------------------
     than  one  date  Additional  Shares  of Common Stock that are a part of one
     transaction or a series of related transactions and that would result in an
     adjustment  to  the  Series  A  Conversion  Price  pursuant to the terms of
     Section  5(d)(iv)  above,  then, upon the final such issuance, the Series A
     ----------------
     Conversion  Price  shall be readjusted to give effect to all such issuances
     as  if  they  occurred  on the date of the first such issuance (and without
     giving  additional  effect to any adjustments as a result of any subsequent
     issuances within such period).

     (e) Adjustment for Stock Splits and Combinations. If the Corporation shall,
         --------------------------------------------
at  any time or from time to time after the Series A Original Issue Date, effect
a  subdivision  of the outstanding Common Stock without a comparable subdivision
of  the  Series A Convertible Preferred Stock, or combine the outstanding shares
of  Series A Convertible Preferred Stock without a comparable combination of the
Common  Stock,  the  Series A Conversion Price in effect immediately before that
subdivision or combination shall be proportionately decreased so that the number
of  shares  of  Common Stock issuable on conversion of each share of such series
shall  be  increased  in  proportion to such increase in the aggregate number of
shares  of  Common  Stock  outstanding  or in proportion to such decrease in the
aggregate  number of shares of Series A Convertible Preferred Stock outstanding,
as  applicable. If the Corporation shall, at any time or from time to time after
the Series A Original Issue Date, combine the outstanding shares of Common Stock
without  a comparable combination of the Series A Convertible Preferred Stock or
effect a subdivision of the outstanding shares of Series A Convertible Preferred
Stock  without  a  comparable  subdivision  of  the  Common  Stock, the Series A
Conversion  Price  in  effect  immediately before the combination or subdivision
shall  be proportionately increased so that the number of shares of Common Stock
issuable  on  conversion  of  each  share  of  such series shall be decreased in
proportion  to  such  decrease in the aggregate number of shares of Common Stock
outstanding  or in proportion to such increase in the aggregate number of shares
of  Series  A  Convertible  Preferred  Stock  outstanding,  as  applicable.  Any
adjustment under this subsection shall become effective at the close of business
on the date the subdivision or combination becomes effective.

     (f)  Adjustment for Certain Dividends and Distributions. If the Corporation
          --------------------------------------------------
shall,  at any time or from time to time after the Series A Original Issue Date,
make  or  issue, or fix a record date for the determination of holders of Common
Stock  entitled  to  receive,  a  dividend  or other distribution payable on the
Common Stock in additional shares of Common Stock, then, and in each such event,
the  Series  A Conversion Price in effect immediately before such event shall be
decreased  as  of  the time of such issuance or, in the event such a record date
shall  have  been  fixed,  as  of  the close of business on such record date, by
multiplying the Series A Conversion Price then in effect by a fraction:

<PAGE>

          (1)  the  numerator  of  which  shall be the total number of shares of
     Common  Stock  issued and outstanding immediately prior to the time of such
     issuance or the close of business on such record date, and

          (2)  the  denominator  of which shall be the total number of shares of
     Common  Stock  issued and outstanding immediately prior to the time of such
     issuance  or  the  close of business on such record date plus the number of
     shares  of  Common  Stock  issuable  in  payment  of  such  dividend  or
     distribution;

provided,  however,  that  if  such  record  date shall have been fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Series A Conversion Price shall be recomputed accordingly as
of  the  close  of  business  on  such  record  date and thereafter the Series A
Conversion Price shall be adjusted pursuant to this subsection as of the time of
actual  payment  of  such  dividends  or  distributions;  and  provided further,
however,  that  no  such  adjustment  shall  be  made if the holders of Series A
Convertible  Preferred  Stock  simultaneously  receive  (i)  a dividend or other
distribution of shares of Common Stock in a number equal to the number of shares
of  Common Stock as they would have received if all outstanding shares of Series
A  Convertible  Preferred Stock had been converted into Common Stock on the date
of  such  event;  or (ii) a dividend or other distribution of shares of Series A
Convertible  Preferred Stock that are convertible, as of the date of such event,
into  such  number  of  shares  of  Common  Stock  as  is equal to the number of
additional  shares  of  Common  Stock being issued with respect to each share of
Common  Stock  in  such  dividend  or  distribution.

     (g)  Adjustments  for Other Dividends and Distributions. If the Corporation
          --------------------------------------------------
shall,  at any time or from time to time after the Series A Original Issue Date,
make  or issue, or fix a record date for the determination of holders of capital
stock  of  the Corporation entitled to receive, a dividend or other distribution
payable in securities of the Corporation (other than a distribution of shares of
Common  Stock  in  respect  of  outstanding  shares of Common Stock) or in other
property,  then,  and  in  each  such event, the holders of Series A Convertible
Preferred  Stock  shall  receive,  simultaneously  with  the distribution to the
holders  of  such  capital  stock,  a  dividend  or  other  distribution of such
securities or other property in an amount equal to the amount of such securities
or  other  property  as  they  would  have received if all outstanding shares of
Series A Convertible Preferred Stock had been converted into Common Stock on the
date of such event.

     (h) Adjustment for Merger or Reorganization, etc. Subject to the provisions
         --------------------------------------------
of  Section  4(c)  above,  if  there  shall  occur  any  reorganization,
    ------------
recapitalization,  reclassification,  consolidation  or  merger  involving  the
Corporation  in  which  the  Common  Stock  (but  not  the  Series A Convertible
Preferred  Stock)  is converted into or exchanged for securities, cash, or other
property (other than a transaction covered by Sections 5(e), (f), or (g) above),
                                              -------------------------
then,  following  any  such  reorganization, recapitalization, reclassification,
consolidation,  or  merger,  each  share of Series A Convertible Preferred Stock
shall  thereafter  be  convertible in lieu of the Common Stock into which it was
convertible  prior to such event into the kind and amount of securities, cash or
other  property  that  a  holder  of the number of shares of Common Stock of the
Corporation  issuable  upon  conversion  of  one  share  of Series A Convertible
Preferred  Stock  immediately  prior  to  such reorganization, recapitalization,
reclassification,  consolidation,  or merger would have been entitled to receive

<PAGE>

pursuant  to  such  transaction;  and,  in such case, appropriate adjustment (as
determined  in  good  faith  by  the  Board  of  Directors) shall be made in the
application  of  the provisions in this Section 5 with respect to the rights and
                                        ---------
interests thereafter of the holders of the Series A Convertible Preferred Stock,
to the end that the provisions set forth in this Section 5 (including provisions
                                                 ---------
with  respect  to  changes  in  and other adjustments of the Series A Conversion
Price)  shall  thereafter  be  applicable,  as  nearly  as reasonably may be, in
relation  to  any  securities  or other property thereafter deliverable upon the
conversion of the Series A Convertible Preferred Stock.

     (i)  Certificate  as to Adjustments. Upon the occurrence of each adjustment
          ------------------------------
or readjustment of the Series A Conversion Price pursuant to this Section 5, the
                                                                  ---------
Corporation,  at  its expense, shall, as promptly as reasonably practicable, but
in any event not later than ten (10) days thereafter, compute such adjustment or
readjustment  in  accordance with the terms hereof and furnish to each holder of
Series A Convertible Preferred Stock a certificate setting forth such adjustment
or  readjustment  (including  the  kind  and amount of securities, cash or other
property into which the Series A Convertible Preferred Stock is convertible) and
showing in detail the facts upon which such adjustment or readjustment is based.
The  Corporation  shall, as promptly as reasonably practicable after the written
request  at  any time of any holder of Series A Convertible Preferred Stock (but
in  any  event  not later than ten (10) days thereafter), furnish or cause to be
furnished to such holder a certificate setting forth (i) the Series A Conversion
Price then in effect, and (ii) the number of shares of Common Stock and the type
and  amount,  if  any, of other securities, cash, or property that then would be
received upon the conversion of Series A Convertible Preferred Stock.

     (j) Notice of Record Date. In the event:
         --------------------

          (i)  the  Corporation shall take a record of the holders of its Common
     Stock (or other stock or securities at the time issuable upon conversion of
     the  Series  A Convertible Preferred Stock) for the purpose of entitling or
     enabling  them to receive any dividend or other distribution, or to receive
     any  right to subscribe for or purchase any shares of stock of any class or
     any other securities, or to receive any other right; or

          (ii)  of  any  capital  reorganization  of  the  Corporation,  any
     reclassification of the Common Stock, or any Deemed Liquidation Event; or

          (iii)  of  the  voluntary  or involuntary dissolution, liquidation, or
     winding-up of the Corporation, then, and in each such case, the Corporation
     will  send  or  cause to be sent to the holders of the Series A Convertible
     Preferred  Stock  a  notice  specifying, as the case may be, (i) the record
     date  for  such  dividend,  distribution,  or  right,  and  the  amount and
     character  of  such dividend, distribution, or right; or (ii) the effective
     date on which such reorganization, reclassification, consolidation, merger,
     transfer,  dissolution,  liquidation,  or  winding-up  is  proposed to take
     place,  and  the  time,  if  any is to be fixed, as of which the holders of
     record  of  Common  Stock  (or  such  other stock or securities at the time

<PAGE>

     issuable  upon  the conversion of the Series A Convertible Preferred Stock)
     shall  be  entitled to exchange their shares of Common Stock (or such other
     stock or securities) for securities or other property deliverable upon such
     reorganization,  reclassification,  consolidation,  merger,  transfer,
     dissolution,  liquidation,  or  winding-up,  and  the  amount per share and
     character of such exchange applicable to the Series A Convertible Preferred
     Stock  and  the  Common  Stock. Such notice shall be sent at least ten (10)
     days  prior to the record date or effective date for the event specified in
     such  notice. Any notice required by the provisions hereof to be given to a
     holder  of  shares  of Series A Convertible Preferred Stock shall be deemed
     sent  to  such  holder  if  deposited  in  the  United States mail, postage
     prepaid, and addressed to such holder at his, her, or its address appearing
     on the books of the Corporation.

     6.  Conversion Cap. In no event shall any holder be entitled to convert any
         --------------
Series  A Convertible Preferred Stock to the extent that, after such conversion,
the sum of the number of shares of Common Stock beneficially owned by any holder
and  its  affiliates  (other  than  shares  of  Common Stock which may be deemed
beneficially  owned  through  the  ownership  of  the unconverted portion of the
Series A Convertible Preferred Stock or any unexercised right held by any holder
subject  to  a  similar limitation), would result in beneficial ownership by any
holder and its affiliates of more than 4.99% of the outstanding shares of Common
Stock (after taking into account the shares to be issued to the holder upon such
conversion).  For  purposes  of  this  Section  6, beneficial ownership shall be
                                       ----------
determined  in  accordance  with Section 13(d) of the Securities Exchange Act of
1934,  as  amended. Nothing herein shall preclude the holder from disposing of a
sufficient  number  of  other  shares  of Common Stock beneficially owned by the
holder  so  as  to  thereafter  permit  the continued conversion of the Series A
Convertible Preferred Stock.

     7. Intentionally omitted.

     8.  Waiver.  Any  of  the  rights, powers, or preferences of the holders of
         ------
Series  A  Convertible  Preferred  Stock  set  forth herein may be waived by the
affirmative  consent or vote of the holders of at least a majority of the shares
of Series A Convertible Preferred Stock then outstanding.

     9.  Definitions.  As  used  herein,  the  following  terms  shall  have the
         -----------
following meanings:

     a.  "AFFILIATE"  means,  with  respect  to  any  individual,  corporation,
partnership, association, trust, or any other entity (in each case, a "PERSON"),
any Person that, directly or indirectly, Controls, is Controlled by, or is under
common  Control  with  such  Person,  including, without limitation, any general
partner,  executive  officer,  or  director  of such Person or any holder of ten
percent (10%) or more of the outstanding equity or voting power of such Person.

     b.  "CLOSING  PRICE"  for  any day means: (i) the last reported sales price
regular way of the Common Stock on such day on the principal securities exchange
on which the Common Stock is then listed or admitted to trading or on Nasdaq, as
applicable;  (ii)  if  no  sale  takes  place on such day on any such securities
exchange  or  system,  the  average of the closing bid and asked prices, regular
way,  on  such  day  for  the  Common  Stock  as  officially  quoted on any such

<PAGE>

securities  exchange or system; (iii) if on such day such shares of Common Stock
are not then listed or admitted to trading on any securities exchange or system,
the  last  reported sale price, regular way, on such day for the Common Stock in
the  domestic  over-the-counter  market  as  reported  on  the  Over the Counter
Bulletin  Board  (the  "OTCBB");  (iv)  if  no sale takes place on such day, the
average  of  the  high  and low bid price of the Common Stock on such day in the
domestic  over-the-counter  market  as reported on the OTCBB; (v) if on such day
such  shares  of  Common Stock are not then listed or admitted to trading on any
securities  exchange  or  system,  the last reported sale price, regular way, on
such  day  for  the  Common  Stock  in  the  domestic over-the-counter market as
reported  on  the  by  the National Quotation Bureau, Incorporated, or any other
successor  organization, or (vi) if no sale takes place on such day, the average
of  the  high  and low bid price of the Common Stock on such day in the domestic
over-the-counter  market  as  reported  by  the  National  Quotation  Bureau,
Incorporated,  or any other successor organization. If, at any time, such shares
of  Common Stock are not listed on any domestic exchange or quoted in the NASDAQ
System or the domestic over-the-counter market or reported in the "pink sheets,"
the  Closing  Price  shall  be  the  fair  market value thereof determined by an
independent appraiser selected in good faith by the Board of Directors.

     c.  "CONTROL"  means  the  possession,  directly or indirectly, of power to
direct  or  cause  the  direction  of  management  or  policies (whether through
ownership of voting securities, by agreement or otherwise).

     d.  "CONVERSION  DATE"  shall  mean  either  (1)  the Effective Date of the
Registration  Statement,  or  (2)  the  date  that  the  holder  of the Series A
Convertible  Preferred  Stock  has  satisfied  the  minimum one (1) year holding
requirements set forth in SEC Rule 144(d).

     e.  "EFFECTIVE  DATE  OF THE REGISTRATION STATEMENT" shall mean the date on
which  the SEC declares effective the Corporation's registration statement filed
pursuant to Section 2 of the Investor Rights Agreement.

     f.  "INDEBTEDNESS"  means,  as  applied  to  any  Person,  all obligations,
contingent  and  otherwise,  that, in accordance with GAAP, should be classified
upon such Person's balance sheet as liabilities, or to which reference should be
made  by  footnotes  thereto, including, in any event and whether so classified:
(a)  all  debt and similar monetary obligations, whether direct or indirect; (b)
all  liabilities  secured  by  any  mortgage,  pledge,  security interest, lien,
charge,  or  other  encumbrance  existing  on property owned or acquired subject
thereto,  irrespective  of whether the liability secured thereby shall have been
assumed;  (c)  all  guarantees,  endorsements, and other contingent obligations,
whether  direct or indirect, in respect of indebtedness of others, including any
obligation  to  supply  funds  to  or  in  any  manner to invest in, directly or
indirectly,  the  debtor,  to  purchase  indebtedness, or to assure the owner of
indebtedness  against loss, through an agreement to purchase goods, supplies, or
services  for  the  purpose  of  enabling  the  debtor  to  make  payment of the
indebtedness  held  by  such  owner  or  otherwise;  and  (d)  the obligation to
reimburse the issuer in respect of any letter of credit.

<PAGE>

     g.  "INVESTOR  RIGHTS  AGREEMENT"  shall mean the Investor Rights Agreement
dated  January  __,  2006,  by  and  among the Corporation and the other parties
thereto.

     h.  "MARKET PRICE" shall mean the average of the five (5) Closing Prices of
the  Common  Stock for the five (5) Trading Days preceding the date or the dates
that  the  dividend  is  due  or  a  conversion is to occur. Notwithstanding the
foregoing, if at the time a dividend is paid pursuant to Section 2(a) above with
                                                         -----------
registered Common Stock, and the Corporation's Common Stock is not listed on any
domestic  exchange  or  quoted  in  the  NASDAQ  System  or  the  domestic
over-the-counter  market  or  reported  in  the "pink sheets," the Closing Price
shall  be  the  fair market value thereof determined by an independent appraiser
selected in good faith by the Board of Directors.

     i.  "PERSON"  shall  mean  any  individual, partnership, firm, corporation,
association,  trust, unincorporated organization or other entity, as well as any
syndicate or group that would be deemed to be a person under Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended.

     j.  "PERMITTED DEBT" shall mean (i) trade payables incurred in the ordinary
course  of  business;  (ii)  one  or  more  debt  facilities used to finance the
purchase  of  raw  materials  for  products  manufactured  by  the  Company  and
inventory;  (iii)  factoring  of  accounts  receivables;  (iv)  surety bonds and
letters of credit issued or obtained in the ordinary course of business; (v) the
refinancing  of  debt  existing  as  of  the  date  of  this  Agreement,  upon
substantially  similar  terms;  (vi)  up  to $3,000,000 of new Indebtedness; and
(vii)  debt  incurred  pursuant to that certain Interest Bearing Non-Convertible
Installment  Promissory  Note  that  forms a part of the Securities Purchase and
Share Exchange Agreement.

     k.  "QUALIFIED  FINANCING"  means  an  equity  offering  obtained  by  the
Corporation  after  the  date  of  this  Certificate  of  Designation, provided,
however,  that  (i)  the  gross  aggregate  proceeds  raised  and  liquidation
preferences  shall  be no more than $3,000,000; (ii) the dividend rate shall not
exceed  ten  percent  (10%);  and  (iii) the holders of the securities issued in
connection  with  the  Qualified  Financing  shall  not  have voting rights more
favorable  than  voting  rights  granted  to  the Series A Convertible Preferred
Stock. As a point of clarification, all equity financings after the date of this
Certificate  of  Designations shall be aggregated for purposes of determining if
the $3,000,000 cap has been met.

     l.  "REVERSE MERGER" means the reverse triangular merger transaction, share
exchange  or other similar transaction with DeerValley Acquisitions, Corp. to be
contemplated  on  or about the date of this Certificate of Designations, and the
acquisition  of  all  or substantially all of the issued and outstanding capital
stock of Deer Valley Homebuilders, Inc.

     m. "SEC" means the United States Securities and Exchange Commission.

     n.  "SEC  RULE  144"  means  Rule  144  promulgated  by  the  SEC under the
Securities Act.

<PAGE>

     o.  "SECURITIES  ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

     p.  "SERIES  A  WARRANTS"  means  the Series A Warrants for the purchase of
Common  Stock  issued  to  purchasers  of  Series  A Convertible Preferred Stock
pursuant to the Securities Purchase and Share Exchange Agreement.

     q.  "SERIES  B  WARRANTS"  means  the Series B Warrants for the purchase of
Common  Stock  issued  to  purchasers  of  Series  A Convertible Preferred Stock
pursuant to the Securities Purchase and Share Exchange Agreement.

     r.  "SERIES  C  WARRANTS"  means  the Series C Warrants for the purchase of
Common  Stock  issued  to  TotalCFO, LLC pursuant to the Securities Purchase and
Share Exchange Agreement.

     s. "SERIES D WARRANT" means the Series D Warrant for the purchase of Common
Stock  issued  to  Vicis Capital Master Fund pursuant to the Securities Purchase
and Share Exchange Agreement.

     t.  "SECURITIES PURCHASE AND SHARE EXCHANGE AGREEMENT" means the Securities
Purchase and Share Exchange Agreement dated January __, 2006, by and between the
Company,  certain  shareholders  of  the  Company  a  party  thereto, DeerValley
Acquisitions,  Corp.  ("DVA"),  certain  DVA shareholders a party thereto, Vicis
Capital  Master  Fund,  and  each  of  the  purchasers  of  Series A Convertible
Preferred Stock of the Company a party thereto.

     u.  "SUBSIDIARY"  shall  mean  any  corporation,  association, partnership,
limited  liability  company  or  other  business entity of which more than fifty
percent  (50%)  of  the total voting power is, at the time, owned or controlled,
directly  or  indirectly,  by  the  Corporation  or  one  or  more  of the other
Subsidiaries of the Corporation or a combination thereof.

     v. "TRADING DAY" means a day on which the securities exchange, association,
or quotation system on which shares of Common Stock are listed for trading shall
be  open  for  business or, if the shares of Common Stock shall not be listed on
such exchange, association, or quotation system for such day, a day with respect
to  which  trades in the United States domestic over-the-counter market shall be
reported.

                            [signature page follows]

<PAGE>

     IN  WITNESS WHEREOF, this Certificate of Designation has been executed by a
duly  authorized  officer  of  the  Corporation on this __ day of January, 2006.


                                    CYTATION  CORPORATION


                                    By: /s/ Charles G. Masters
                                    ----------------------------------------
                                    Charles G. Masters, Chief Executive Officer




        [Signature Page to Series A Preferred Certificate of Designation]

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.8
<SEQUENCE>9
<FILENAME>ex99-8.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK
<TEXT>
EXHIBIT 99.8

                           CERTIFICATE OF AMENDMENT TO
                         CERTIFICATE OF INCORPORATION OF
                              CYTATION CORPORATION

                           CERTIFICATE OF DESIGNATION,
                             PREFERENCES AND RIGHTS
                                       OF
                      SERIES B CONVERTIBLE PREFERRED STOCK

     Cytation  Corporation,  a corporation organized and existing under the laws
of the State of Delaware (the "CORPORATION"), hereby certifies that the Board of
Directors of the Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant
to  authority of the Board of Directors as required by applicable corporate law,
and  in  accordance  with the provisions of its Certificate of Incorporation and
Bylaws,  has  and  hereby  authorizes  a  series of the Corporation's previously
authorized  Preferred  Stock,  par value $.01 per share (the "PREFERRED STOCK"),
and  hereby  states  the designation and number of shares, and fixes the rights,
preferences,  privileges,  powers  and  restrictions  thereof,  as  follows:

           SERIES B CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT

     49,451  shares  of  the  authorized  and  unissued  Preferred  Stock of the
Corporation  are  hereby  designated "SERIES B CONVERTIBLE PREFERRED STOCK" with
the  following  rights,  preferences,  powers,  privileges,  restrictions,
qualifications  and  limitations.

     1.     Intentionally  Omitted.

     2.     Voting.
            ------

          a.     Number  of  Votes.  On any matter presented to the stockholders
                 -----------------
of  the  Corporation  for  their  action  or  consideration  at  any  meeting of
stockholders  of  the Corporation (or by written consent of stockholders in lieu
of meeting), each holder of outstanding shares of Series B Convertible Preferred
Stock shall be entitled to cast the number of votes equal to the number of whole
shares  of  Common Stock into which the shares of Series B Convertible Preferred
Stock  held by such holder are convertible as of the record date for determining
stockholders  entitled  to vote on such matter.  Except as provided by law or by
the  provisions of Section 2(b) below, holders of Series B Convertible Preferred
                   ------------
Stock shall vote together with the holders of Common Stock, and with the holders
of  any  other series of Preferred Stock the terms of which so provide, together
as  a  single  class.

          b.     Limitations  on  Corporate  Action.  At any time when shares of
                 ----------------------------------
Series  B  Convertible Preferred Stock are outstanding, except where the vote or
written  consent of the holders of a greater number of shares of the Corporation
is required by law or by this Certificate of Designation, and in addition to any
other  vote  required  by  law  or  this Certificate of Designation, without the
written  consent  or  affirmative  vote  of  the  holders  of  a majority of the
then-outstanding shares of Series B Convertible Preferred Stock given in writing

<PAGE>

or by vote at a meeting, consenting or voting (as the case may be) as a separate
class  from  the  Common Stock, the Corporation shall not, either directly or by
amendment,  merger,  consolidation  or  otherwise:

               (i)     increase  the  authorized  number  of  shares of Series B
Convertible  Preferred  Stock;

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

               (iii)     make  or authorize, or permit the authorization of, any
material  change  in  the nature or scope of the business of the Corporation; or

               (iv)     cause or authorize, or permit any of its subsidiaries to
authorize  or  take  any of the foregoing actions.  For purposes of this Section
                                                                         -------
2(b)(iv),  "SUBSIDIARY"  means  any  entity  of  which  securities  or ownership
--------
interests  having  voting power to elect a majority of the board of directors or
other  persons  performing  similar  functions  or otherwise granting the holder
Control  are  directly or indirectly beneficially owned by the Corporation.  For
purposes  of  this  Certificate  of Designation, "CONTROL" means the possession,
directly  or indirectly, of power to direct or cause the direction of management
or  policies  (whether  through  ownership of voting securities, by agreement or
otherwise).

     3.     Dividends.
            ---------

          a.     Amount.  From  and after the date of the issuance of any shares
                 ------
of  Series  B  Convertible  Preferred Stock, each holder of Series B Convertible
Preferred  Stock shall receive, in the case of a dividend on Common Stock or any
class  or  series that is convertible into Common Stock, that dividend per share
of  Series  B  Convertible Preferred Stock as would equal the product of (1) the
dividend  payable  on  each  share  of  such  class  or  series  determined,  if
applicable,  as  if  all  such shares of such class or series had been converted
into  Common  Stock  and  all  Series  B  Convertible  Preferred  Stock had been
converted  into  Common  Stock,  and  (2)  the  number of shares of Common Stock
issuable  upon  conversion  of  a share of Series B Convertible Preferred Stock,
calculated  on  the record date for determination of holders entitled to receive
such  dividend.

          b.     Cumulative  Dividends  on Series B Convertible Preferred Stock.
                 --------------------------------------------------------------
Dividends  declared  or  paid for shares of Series B Convertible Preferred Stock
shall  not  be  cumulative.

     4.     Liquidation,  Dissolution,  or  Winding-Up;  Certain  Mergers,
            --------------------------------------------------------------
            Consolidations  and  Asset  Sales.
            --------------------------------

          a.     Payments  to  Holders  of Series B Convertible Preferred Stock.
                 --------------------------------------------------------------
In  the  event  of  any  voluntary  or  involuntary liquidation, dissolution, or
winding  up  of  the  Corporation, the holders of shares of Series B Convertible
Preferred  Stock then outstanding shall be entitled to be paid out of the assets
available  for  distribution  to  its  stockholders after the Aggregate Series A

<PAGE>

Liquidation  Preference  Payment (as defined in the Certificate of Designations,
Preferences,  and  Rights  of  Series  A  Convertible  Preferred  Stock  of  the
Corporation  (the "SERIES A PREFERRED STOCK CERTIFICATE OF DESIGNATIONS")) shall
be  made  to  the  holders  of  shares of the Corporation's Series A Convertible
Preferred Stock (the "SERIES A PREFERRED STOCK") and before any payment shall be
made  to  the  holders  of  Common  Stock  or any other class or series of stock
ranking  on liquidation junior to the Series B Convertible Preferred Stock (such
Common  Stock  and other stock being collectively referred to as "JUNIOR STOCK")
by  reason  of  their ownership thereof, an amount equal to One Hundred Thousand
and  No/100  Dollars  ($100,000)(the amount payable pursuant to this sentence is
hereinafter  referred  to  as  the "SERIES B LIQUIDATION AMOUNT").  If, upon any
such  liquidation,  dissolution, or winding up of the Corporation (and after the
entire  Aggregate  Series  A Liquidation Preference Payment has been paid to the
holders  of  shares  of Series A Preferred Stock) the remaining assets available
for distribution to its stockholders shall be insufficient to pay the holders of
shares  of Series B Convertible Preferred Stock and any class or series of stock
ranking  on  liquidation  on  a  parity  with the Series B Convertible Preferred
Stock, the full preferential amount to which they shall be entitled, the holders
of  shares  of  Series  B Convertible Preferred Stock and any class or series of
stock ranking on liquidation on a parity with the Series B Convertible Preferred
Stock,  which  shall  include  the  Series  C Convertible Preferred Stock of the
Company  (the  "SERIES  C  PREFERRED  STOCK"),  shall  share  ratably  in  any
distribution of the remaining assets available for distribution in proportion to
the  respective amounts that would otherwise be payable in respect of the shares
held by them upon such distribution if all amounts payable on or with respect to
such  shares  were  paid  in  full.

          b.     Payments  to  Holders  of  Junior Stock.  Upon any liquidation,
                 ---------------------------------------
dissolution  or winding up of the Corporation, immediately after (1) the holders
of  Series  A  Preferred  Stock  have  been  paid in full the Aggregate Series A
Liquidation  Preference  Payment,  as  set forth in the Series A Preferred Stock
Certificate  of  Designations;  and  (2)  the  holders  of  Series B Convertible
Preferred  Stock have been paid in full the Series B Liquidation Amount pursuant
to  Section  4(a)  above,  and the holders of Series C Preferred Stock have been
    -------------
paid  in  full  the  Series  C  Liquidation Amount, as set forth in the Series C
Preferred  Stock  Certificate  of  Designations, the remaining net assets of the
Corporation  available  for distribution shall be distributed pro-rata among the
holders  of  shares  of Series B Convertible Preferred Stock, Series C Preferred
Stock  and  Common  Stock  on  an  as-converted-to-Common  Stock  basis.

          c.     Deemed Liquidation Events.
                 -------------------------

               (i)     The  following events shall be deemed to be a liquidation
of  the  Corporation  for  purposes  of  this  Section  4 (a "DEEMED LIQUIDATION
                                               ----------
EVENT"),  unless the holders of a majority of the shares of Series B Convertible
Preferred  Stock  elect  otherwise by written notice given to the Corporation at
least five (5) days prior to the effective date of any such event:

                    A.     a  merger  or  consolidation  in  which

                         (I)  the Corporation is a constituent party, or

                         (II) a  subsidiary  of  the  Corporation  is  a
                              constituent  party  and  the  Corporation  issues
                              shares  of  its  capital  stock  pursuant  to such
                              merger  or  consolidation,  except  that  any such

<PAGE>

                              merger  or consolidation involving the Corporation
                              or  a  subsidiary  in  which the shares of capital
                              stock  of  the Corporation outstanding immediately
                              prior  to such merger or consolidation continue to
                              represent,  or  are  converted  or  exchanged  for
                              shares  of  capital  stock  that  represent,
                              immediately  following  such  merger  or
                              consolidation,  at  least  a  majority,  by voting
                              power,  of  the capital stock of (1) the surviving
                              or  resulting  corporation or (2) if the surviving
                              or  resulting  corporation  is  a  wholly-owned
                              subsidiary  of  another  corporation  immediately
                              following such merger or consolidation, the parent
                              corporation  of  such  surviving  or  resulting
                              corporation  (provided  that,  for  the purpose of
                              this  Section4(c)(i),  all  shares of Common Stock
                              issuable  upon  exercise  of  options  outstanding
                              immediately prior to such merger or consolidation,
                              or  upon  conversion  of  convertible  securities
                              outstanding  immediately  prior  to such merger or
                              consolidation  shall  be  deemed to be outstanding
                              immediately  prior to such merger or consolidation
                              and, if applicable, converted or exchanged in such
                              merger  or  consolidation on the same terms as the
                              actual  outstanding  shares  of  Common  Stock are
                              converted or exchanged); or

                    B.     the sale, lease, transfer, or other disposition, in a
single  transaction or series of related transactions, by the Corporation or any
subsidiary  of  the Corporation of all or substantially all of the assets of the
Corporation  and  its  subsidiaries,  taken  as a whole, except where such sale,
lease,  transfer,  or  other  disposition is to a wholly-owned subsidiary of the
Corporation.

          (ii)  The  Corporation  shall  not  have  the  power  to  effect  any
transaction  constituting  a  Deemed  Liquidation  Event  pursuant  to  Section
                                                                        -------
4(c)(i)(A)(I)  above  unless  the  agreement  or plan of merger or consolidation
------------
provides  that  the consideration payable to the stockholders of the Corporation
shall  be  allocated  among  the  holders of capital stock of the Corporation in
accordance with Sections 4(a) and 4(b) above.


          (iii)  In  the event of a Deemed Liquidation Event pursuant to Section
                                                                         -------
4(c)(i)(A)(II) or (B) above, if the Corporation does not effect a dissolution of
--------------------
the  Corporation  under  the  Delaware General Corporation Law within sixty (60)
days after such Deemed Liquidation Event, then (A) the Corporation shall deliver
a written notice to each holder of Series B Convertible Preferred Stock no later
than  the  60th  day after the Deemed Liquidation Event advising such holders of
their  right  (and  the requirements to be met to secure such right) pursuant to
the  terms  of the following clause (B) to require the redemption of such shares
                             ---------
of  Series  B  Convertible Preferred Stock; and (B) if the holders of at least a
majority  of the then-outstanding shares of Series B Convertible Preferred Stock
so  request  in a written instrument delivered to the Corporation not later than
seventy-five  (75)  days  after  such  Deemed Liquidation Event, the Corporation
shall  use  the  consideration  received  by  the  Corporation  for  such Deemed
Liquidation  Event  (net  of any retained liabilities associated with the assets
sold  or  technology  licensed,  as  determined  in  good  faith by the Board of
Directors)(the  "NET  PROCEEDS")  to  redeem,  to  the  extent legally available
therefor,  on the 90th day after such Deemed Liquidation Event (the "LIQUIDATION
REDEMPTION  DATE"),  all  outstanding  shares  of Series B Convertible Preferred
Stock  at  a  price  per  share equal to the Series B Liquidation Amount. In the
event  of  a  redemption pursuant to the preceding sentence, if the Net Proceeds
are  not  sufficient  to  redeem  all outstanding shares of Series B Convertible
Preferred Stock, or if the Proceeds are not sufficient to redeem all outstanding
shares  of  Series B Convertible Preferred Stock, or if the Corporation does not

<PAGE>

have  sufficient  funds  lawfully  available  to  effect  such  redemption,  the
Corporation  shall redeem a pro rata portion of each holder's shares of Series B
Convertible  Preferred  Stock to the fullest extent of such Net Proceeds or such
lawfully  available  funds,  as  the  case may be, and, where such redemption is
limited  by the amount of lawfully available funds, the Corporation shall redeem
the  remaining  shares  to  have  been redeemed as soon as practicable after the
Corporation  has  funds legally available therefor. Prior to the distribution or
redemption  provided  for  in  this Section 4(c)(iii), the Corporation shall not
                                    ----------------
expend  or  dissipate  the  consideration  received  for such Deemed Liquidation
Event, except to discharge expenses incurred in the ordinary course of business.

         (iv)  Whenever the distribution provided for in this Section 4 shall be
                                                              --------
payable in property other than cash, the value of such distribution shall be the
fair  market  value of such property, rights or securities as determined in good
faith by the Board of Directors of the Corporation.

     5.     Mandatory  Conversion.
            ---------------------

          a.     Contemporaneously  with  the  completion  of  the  increase  in
authorized  shares of Common Stock of the Corporation (the "MANDATORY CONVERSION
DATE")  in  connection  with that certain Securities Purchase and Share Exchange
Agreement,  of  even  date  herewith, by and among Cytation Corporation, certain
shareholders of Cytation a party thereto, DeerValley Acquistions, Corp. ("DVA"),
DVA  shareholders  a  party  thereto,  Vicis  Capital  Master  Fund, and certain
purchasers  of  Series  A  Convertible Preferred Stock a party thereto, (i) each
outstanding share of Series B Convertible Preferred Stock shall automatically be
converted  into one hundred (100) shares of Common Stock, and (ii) the shares of
Series  B  Convertible Preferred Stock may not be reissued by the Corporation as
shares  of  such  series  or  any  other  series  of  Preferred  Stock.

          b.     All  holders  of  record  of  shares  of  Series  B Convertible
Preferred  Stock  shall be given written notice of the Mandatory Conversion Date
and the place designated for mandatory conversion of all such shares of Series B
Convertible  Preferred Stock pursuant to this Section5.  Such notice need not be
                                              --------
given  in  advance  of  the  occurrence  of the Mandatory Conversion Date.  Such
notice  shall  be  sent  by  first class or registered mail, postage prepaid, or
given  by electronic communication in compliance with the provisions of Delaware
corporate  law,  to  each record holder of Series B Convertible Preferred Stock.
Upon  receipt  of  such  notice,  each  holder of shares of Series B Convertible
Preferred  Stock  shall  surrender  his,  her or its certificate(s) for all such
shares  to  the  Corporation  at  the place designated in such notice, and shall
thereunder  receive  certificates  for  the  number of shares of Common Stock to
which  such  holder  is  entitled  pursuant  to  Section5(a).  On  the Mandatory
                                                 -----------
Conversion  Date, all outstanding shares of Series B Convertible Preferred Stock
shall  be deemed to have been converted into shares of Common Stock, which shall
be deemed to be outstanding of record, and all rights with respect to the Series
B  Convertible  Preferred  Stock  so converted, including the rights, if any, to
receive  notices  and  to  vote  (other  than as a holder of Common Stock), will
terminate,  except  the  right  of  the holders thereof, upon surrender of their
certificate(s)  therefor,  to  receive  certificates for the number of shares of
Common  Stock  into  which  such  Series  B Convertible Preferred Stock has been
converted,  and  payment  of  any  declared but unpaid dividends thereon.  If so
required  by  the  Corporation, certificates surrendered for conversion shall be
endorsed  or  accompanied  by  written  instrument(s)  of  transfer,  in  form

<PAGE>

satisfactory  to  the  Corporation, duly executed by the registered holder or by
his,  her  or  its  attorney duly authorized in writing.  As soon as practicable
after  the Mandatory Conversion Date and the surrender of the certificate(s) for
Series  B  Convertible Preferred Stock, the Corporation shall cause to be issued
and delivered to such holder, on his, her or its written order, a certificate or
certificates  for  the  number  of  full shares of Common Stock issuable on such
Conversion  in  accordance  with  the  provisions  hereof.

          c.     All  certificates  evidencing  shares  of  Series B Convertible
Preferred Stock that are required to be surrendered for conversion in accordance
with  the provisions hereof shall, from and after the Mandatory Conversion Date,
be  deemed  to  have  been  retired  and  cancelled  and  the shares of Series B
Convertible  Preferred Stock represented thereby converted into Common Stock for
all  purposes, notwithstanding the failure of the holder(s) thereof to surrender
such  certificate(s)  on  or  prior  to  such  date.  Such  converted  Series  B
Convertible  Preferred Stock may not be reissued as shares of such Series or any
other  series  of  Preferred Stock, and the Corporation may thereafter take such
appropriate action (without the need for stockholder action) as may be necessary
to  reduce  the  authorized  number  of shares of Series B Convertible Preferred
Stock  accordingly.

     6.     Optional  Conversion.  The  holders  of  the  Series  B  Convertible
            --------------------
Preferred  Stock  shall  have  no  optional  conversion  rights.

     7.     Redemption.     There  shall  be no redemption of shares of Series B
            ----------
Convertible  Preferred  Stock.

     8.     Waiver.  Any of the rights, powers, or preferences of the holders of
            ------
Series  B  Convertible  Preferred  Stock  set  forth herein may be waived by the
affirmative  consent or vote of the holders of at least a majority of the shares
of  Series  B  Convertible  Preferred  Stock  then  outstanding.



                            [Signature Page Follows]

<PAGE>

     IN  WITNESS WHEREOF, this Certificate of Designation has been executed by a
duly  authorized  officer  of  the  Corporation on this __ day of January, 2006.


                              CYTATION CORPORATION


                              By: /s/ Charles G. Masters
                                  --------------------------------------------
                                  Charles G. Masters, Chief Executive Officer

       [Signature Page to Series B Preferred Certificate of Designations]

<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.9
<SEQUENCE>10
<FILENAME>ex99-9.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES C CONVERTIBLE PREFERRED STOCK
<TEXT>
EXHIBIT 99.9

                           CERTIFICATE OF AMENDMENT TO
                         CERTIFICATE OF INCORPORATION OF
                              CYTATION CORPORATION

                           CERTIFICATE OF DESIGNATION,
                             PREFERENCES AND RIGHTS
                                       OF
                      SERIES C CONVERTIBLE PREFERRED STOCK

     Cytation  Corporation,  a corporation organized and existing under the laws
of the State of Delaware (the "CORPORATION"), hereby certifies that the Board of
Directors of the Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant
to  authority of the Board of Directors as required by applicable corporate law,
and  in  accordance  with the provisions of its Certificate of Incorporation and
Bylaws,  has  and  hereby  authorizes  a  series of the Corporation's previously
authorized  Preferred  Stock,  par value $.01 per share (the "PREFERRED STOCK"),
and  hereby  states  the designation and number of shares, and fixes the rights,
preferences,  privileges,  powers  and  restrictions  thereof,  as  follows:

           SERIES C CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT

     26,750  shares  of  the  authorized  and  unissued  Preferred  Stock of the
Corporation  are  hereby  designated "SERIES C CONVERTIBLE PREFERRED STOCK" with
the  following  rights,  preferences,  powers,  privileges,  restrictions,
qualifications  and  limitations.

     1.     Intentionally  Omitted.

     2.     Voting.
            ------

          a.     Number  of  Votes.  On any matter presented to the stockholders
                 -----------------
of  the  Corporation  for  their  action  or  consideration  at  any  meeting of
stockholders  of  the Corporation (or by written consent of stockholders in lieu
of meeting), each holder of outstanding shares of Series C Convertible Preferred
Stock  shall  be  entitled,  subject to the limitation set forth in Section 2(b)
                                                                    ------------
below, to cast the number of votes equal to the number of whole shares of Common
Stock into which the shares of Series C Convertible Preferred Stock held by such
holder  are  convertible  as  of  the  record  date for determining stockholders
entitled to vote on such matter.  Except as provided by law or by the provisions
of  Section  2(c)  below,  holders of Series C Convertible Preferred Stock shall
    -------------
vote  together  with  the  holders  of Common Stock, and with the holders of any
other  series  of  Preferred  Stock the terms of which so provide, together as a
single  class.

          b.     Limitation  on  Number  of  Votes.  Notwithstanding  anything
                 ---------------------------------
contained  herein  to  the  contrary,  the  voting  rights  of  each  holder  of
outstanding  shares  of Series C Convertible Preferred Stock shall be limited in
accordance  with  Section  6 hereof, so that each holder of Series C Convertible
                  ----------
Preferred  Stock shall be entitled to vote only the number of votes equal to the
number  of  whole  shares  of  Common  Stock  into  which the shares of Series C

<PAGE>

Convertible  Preferred  Stock  are  convertible  as  of the record date, up to a
maximum  of  4.99% of the outstanding shares of Common Stock of the Corporation.

          c.     Limitations  on  Corporate  Action.  At any time when shares of
                 ----------------------------------
Series  C  Convertible Preferred Stock are outstanding, except where the vote or
written  consent of the holders of a greater number of shares of the Corporation
is required by law or by this Certificate of Designation, and in addition to any
other  vote  required  by  law  or  this Certificate of Designation, without the
written  consent  or  affirmative  vote  of  the  holders  of  a majority of the
then-outstanding shares of Series C Convertible Preferred Stock given in writing
or by vote at a meeting, consenting or voting (as the case may be) as a separate
class  from  the  Common Stock, the Corporation shall not, either directly or by
amendment,  merger,  consolidation  or  otherwise:

               (i)     increase  the  authorized  number  of  shares of Series C
Convertible  Preferred  Stock;

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

               (iii)     make  or authorize, or permit the authorization of, any
material  change  in  the nature or scope of the business of the Corporation; or

               (iv)     cause or authorize, or permit any of its subsidiaries to
authorize  or  take  any of the foregoing actions.  For purposes of this Section
                                                                         -------
2(c)(iv),  "SUBSIDIARY"  means  any  entity  of  which  securities  or ownership
--------
interests  having  voting power to elect a majority of the board of directors or
other  persons  performing  similar  functions  or otherwise granting the holder
Control  are  directly or indirectly beneficially owned by the Corporation.  For
purposes  of  this  Certificate  of Designation, "CONTROL" means the possession,
directly  or indirectly, of power to direct or cause the direction of management
or  policies  (whether  through  ownership of voting securities, by agreement or
otherwise).

     3.     Dividends.
            ---------

          a.     Amount.  From  and after the date of the issuance of any shares
                 ------
of  Series  C  Convertible  Preferred Stock, each holder of Series C Convertible
Preferred  Stock shall receive, in the case of a dividend on Common Stock or any
class  or  series that is convertible into Common Stock, that dividend per share
of  Series  C  Convertible Preferred Stock as would equal the product of (1) the
dividend  payable  on  each  share  of  such  class  or  series  determined,  if
applicable,  as  if  all  such shares of such class or series had been converted
into  Common  Stock  and  all  Series  C  Convertible  Preferred  Stock had been
converted  into  Common  Stock,  and  (2)  the  number of shares of Common Stock
issuable  upon  conversion  of  a share of Series C Convertible Preferred Stock,
calculated  on  the record date for determination of holders entitled to receive
such  dividend.

<PAGE>

          b.     Cumulative  Dividends  on Series C Convertible Preferred Stock.
                 --------------------------------------------------------------
Dividends  declared  or  paid for shares of Series C Convertible Preferred Stock
shall  not  be  cumulative.

     4.     Liquidation,  Dissolution,  or  Winding-Up;  Certain  Mergers,
            --------------------------------------------------------------
            Consolidations  and  Asset  Sales.
            ---------------------------------

          a.     Payments  to  Holders  of Series C Convertible Preferred Stock.
                 --------------------------------------------------------------
In  the  event  of  any  voluntary  or  involuntary liquidation, dissolution, or
winding  up  of  the  Corporation, the holders of shares of Series C Convertible
Preferred  Stock then outstanding shall be entitled to be paid out of the assets
available  for  distribution  to  its  stockholders after the Aggregate Series A
Liquidation  Preference  Payment (as defined in the Certificate of Designations,
Preferences,  and  Rights  of  Series  A  Convertible  Preferred  Stock  of  the
Corporation  (the "SERIES A PREFERRED STOCK CERTIFICATE OF DESIGNATIONS")) shall
be  made  to  the  holders  of  shares of the Corporation's Series A Convertible
Preferred Stock (the "SERIES A PREFERRED STOCK") and before any payment shall be
made  to  the  holders  of  Common  Stock  or any other class or series of stock
ranking  on liquidation junior to the Series C Convertible Preferred Stock (such
Common  Stock  and other stock being collectively referred to as "JUNIOR STOCK")
by  reason  of  their ownership thereof, an amount equal to One Hundred Thousand
and  No/100  Dollars  ($100,000)(the amount payable pursuant to this sentence is
hereinafter  referred  to  as  the "SERIES C LIQUIDATION AMOUNT").  If, upon any
such  liquidation,  dissolution, or winding up of the Corporation (and after the
entire  Aggregate  Series  A Liquidation Preference Payment has been paid to the
holders  of  shares  of Series A Preferred Stock) the remaining assets available
for distribution to its stockholders shall be insufficient to pay the holders of
shares  of Series C Convertible Preferred Stock and any class or series of stock
ranking  on  liquidation  on  a  parity  with the Series C Convertible Preferred
Stock, the full preferential amount to which they shall be entitled, the holders
of  shares  of  Series  C Convertible Preferred Stock and any class or series of
stock ranking on liquidation on a parity with the Series C Convertible Preferred
Stock,  which  shall  include  the  Series  B Convertible Preferred Stock of the
Company  (the  "SERIES B PREFERRED"), shall share ratably in any distribution of
the  remaining assets available for distribution in proportion to the respective
amounts  that  would  otherwise be payable in respect of the shares held by them
upon  such distribution if all amounts payable on or with respect to such shares
were  paid  in  full.

          b.     Payments  to  Holders  of  Junior Stock.  Upon any liquidation,
                 ---------------------------------------
dissolution  or winding up of the Corporation, immediately after (1) the holders
of  Series  A  Preferred  Stock  have  been  paid in full the Aggregate Series A
Liquidation  Preference  Payment,  as  set forth in the Series A Preferred Stock
Certificate  of  Designations;  and  (2) the holders of Series B Preferred Stock
have  been  paid  in  full  the Series B Liquidation Amount, as set forth in the
Series B Preferred Stock Certificate of Designations and the holders of Series C
Convertible  Preferred  Stock  have  been  paid in full the Series C Liquidation
Amount  pursuant  to  Section  4(a)  above,  the  remaining  net  assets  of the
                      -------------
Corporation  available  for distribution shall be distributed pro-rata among the
holders  of  shares  of Series B Preferred Stock, Series C Convertible Preferred
Stock,  and  Common  Stock  on  an  as-converted-to-Common  Stock  basis.

<PAGE>

          c.     Deemed Liquidation Events.
                 -------------------------

               (i)     The  following events shall be deemed to be a liquidation
of  the  Corporation  for  purposes  of  this  Section  4 (a "DEEMED LIQUIDATION
                                               ----------
EVENT"),  unless the holders of a majority of the shares of Series C Convertible
Preferred  Stock  elect  otherwise by written notice given to the Corporation at
least five (5) days prior to the effective date of any such event:

                    A.     a  merger  or  consolidation  in  which

                         (I)     the  Corporation  is  a  constituent  party, or

                         (II)     a subsidiary of the Corporation is a
                                  constituent  party  and  the  Corporation
                                  issues  shares  of its capital stock pursuant
                                  to such merger or consolidation,

except  that  any  such  merger  or consolidation involving the Corporation or a
------------
subsidiary  in  which the shares of capital stock of the Corporation outstanding
immediately  prior to such merger or consolidation continue to represent, or are
converted  or  exchanged for shares of capital stock that represent, immediately
following such merger or consolidation, at least a majority, by voting power, of
the  capital  stock  of (1) the surviving or resulting corporation or (2) if the
surviving  or  resulting  corporation  is  a  wholly-owned subsidiary of another
corporation  immediately  following  such  merger  or  consolidation, the parent
corporation  of  such surviving or resulting corporation (provided that, for the
purpose  of  this  Section4(c)(i),  all  shares  of  Common  Stock issuable upon
                   --------------
exercise  of  options  outstanding  immediately  prior  to  such  merger  or
consolidation,  or  upon  conversion  of  convertible  securities  outstanding
immediately  prior  to  such  merger  or  consolidation  shall  be  deemed to be
outstanding  immediately  prior  to  such  merger  or  consolidation  and,  if
applicable,  converted  or exchanged in such merger or consolidation on the same
terms  as  the  actual  outstanding  shares  of  Common  Stock  are converted or
exchanged); or

                    B.     the sale, lease, transfer, or other disposition, in a
single  transaction or series of related transactions, by the Corporation or any
subsidiary  of  the Corporation of all or substantially all of the assets of the
Corporation  and  its  subsidiaries,  taken  as a whole, except where such sale,
lease,  transfer,  or  other  disposition is to a wholly-owned subsidiary of the
Corporation.

               (ii)     The Corporation shall not have the power to effect any
transaction  constituting  a  Deemed  Liquidation  Event  pursuant  to  Section
                                                                        --------
4(c)(i)(A)(I)  above  unless  the  agreement  or plan of merger or consolidation
------------
provides  that  the consideration payable to the stockholders of the Corporation
shall  be  allocated  among  the  holders of capital stock of the Corporation in
accordance with Sections 4(a) and 4(b) above.
                ---------------------


               (iii)     In  the event of a Deemed Liquidation Event pursuant to
Section  4(c)(i)(A)(II)  or  (B)  above,  if  the  Corporation does not effect a
----------------------
dissolution of the Corporation under the Delaware General Corporation Law within
sixty  (60)  days  after such Deemed Liquidation Event, then (A) the Corporation

<PAGE>

shall  deliver a written notice to each holder of Series C Convertible Preferred
Stock  no  later  than  the 60th day after the Deemed Liquidation Event advising
such  holders  of  their  right  (and  the requirements to be met to secure such
right)  pursuant  to  the  terms  of  the  following  clause  (B) to require the
                                                      -----------
redemption  of  such  shares of Series C Convertible Preferred Stock; and (B) if
the  holders  of  at least a majority of the then-outstanding shares of Series C
Convertible  Preferred Stock so request in a written instrument delivered to the
Corporation  not later than seventy-five (75) days after such Deemed Liquidation
Event,  the  Corporation shall use the consideration received by the Corporation
for  such  Deemed  Liquidation Event (net of any retained liabilities associated
with  the assets sold or technology licensed, as determined in good faith by the
Board  of  Directors)(the  "NET  PROCEEDS")  to  redeem,  to  the extent legally
available  therefor,  on  the  90th day after such Deemed Liquidation Event (the
"LIQUIDATION  REDEMPTION  DATE"), all outstanding shares of Series C Convertible
Preferred  Stock  at a price per share equal to the Series C Liquidation Amount.
In  the  event  of  a  redemption pursuant to the preceding sentence, if the Net
Proceeds  are  not  sufficient  to  redeem  all  outstanding  shares of Series C
Convertible Preferred Stock, or if the Proceeds are not sufficient to redeem all
outstanding  shares  of  Series  C  Convertible  Preferred  Stock,  or  if  the
Corporation  does  not  have  sufficient funds lawfully available to effect such
redemption,  the  Corporation  shall  redeem a pro rata portion of each holder's
shares of Series C Convertible Preferred Stock to the fullest extent of such Net
Proceeds  or  such lawfully available funds, as the case may be, and, where such
redemption is limited by the amount of lawfully available funds, the Corporation
shall  redeem  the remaining shares to have been redeemed as soon as practicable
after  the  Corporation  has  funds  legally  available  therefor.  Prior to the
distribution  or  redemption  provided  for  in  this  Section  4(c)(iii),  the
Corporation  shall  not  expend or dissipate the consideration received for such
Deemed  Liquidation Event, except to discharge expenses incurred in the ordinary
course of business.

               (iv)     Whenever the distribution provided for in this Section 4
                                                                       ---------
shall  be  payable  in  property other than cash, the value of such distribution
shall  be  the  fair  market  value  of  such  property, rights or securities as
determined in good faith by the Board of Directors of the Corporation.

     5.     Optional  Conversion.  The holders of Series C Convertible Preferred
            --------------------
Shares  shall  have  the conversion rights as follows (the "CONVERSION RIGHTS").

          a.     Right to Convert.  Each share of Series C Convertible Preferred
                 ----------------
Stock  shall  be convertible, at the option of the holder thereof and subject to
the  conversion  cap  set  forth  in  Section  6  below,  at  any time after the
"CONVERSION  DATE"  (as  defined in Section 9 below), and without the payment of
                                    ---------
additional consideration by the holder thereof, into One Hundred (100) shares of
Common  Stock.

          b.     Fractional  Shares.  No fractional shares of Common Stock shall
                 ------------------
be  issued upon conversion of the Series C Convertible Preferred Stock.  In lieu
of  any  fractional  shares to which the holder would otherwise be entitled, the
Corporation  shall pay cash equal to such fraction multiplied by the fair market
value  of  a  share  of Common Stock as determined in good faith by the Board of
Directors,  or round-up to the next whole number of shares, at the Corporation's
option.  Whether or not fractional shares would be issuable upon such conversion
shall  be  determined  on  the  basis  of the total number of shares of Series C

<PAGE>

Convertible  Preferred  Stock  the  holder is at the time converting into Common
Stock  and  the  aggregate  number  of shares of Common Stock issuable upon such
conversion.

          c.     Mechanics  of  Conversion.
                 -------------------------

               (i)     For  a  holder of Series C Convertible Preferred Stock to
voluntarily  convert  shares of Series C Convertible Preferred Stock into shares
of Common Stock, that holder shall surrender the certificate or certificates for
such  shares  of  Series  C  Convertible  Preferred Stock (or, if the registered
holder alleges that such certificate has been lost, stolen, or destroyed, a lost
certificate  affidavit and agreement reasonably acceptable to the Corporation to
indemnify  the  Corporation  against  any  claim  that  may  be made against the
Corporation  on  account  of  the  alleged  loss,  theft, or destruction of such
certificate),  at  the office of the transfer agent for the Series C Convertible
Preferred  Stock  (or  at  the  principal  office  of  the  Corporation  if  the
Corporation serves as its own transfer agent), together with written notice that
the  holder  elects  to  convert all or any number of the shares of the Series C
Convertible Preferred Stock represented by such certificate or certificates and,
if  applicable,  any  event  on  which such conversion is contingent. The notice
shall  state  the holder's name or the names of the nominees in which the holder
wishes  the certificate or certificates for shares of Common Stock to be issued.
If required by the Corporation, certificates surrendered for conversion shall be
endorsed  or  accompanied by a written instrument or instruments of transfer, in
form  satisfactory to the Corporation, duly executed by the registered holder or
his,  her,  or its attorney duly authorized in writing. The close of business on
the  date  of  receipt  by  the  transfer  agent  of  such certificates (or lost
certificate  affidavit  and  agreement) and notice (or by the Corporation if the
Corporation  serves  as  its own transfer agent) shall be the time of conversion
(the "CONVERSION TIME"), and the shares of Common Stock issuable upon conversion
of  the shares represented by such certificate shall be deemed to be outstanding
of  record  as of that date. The Corporation shall, as soon as practicable after
the  Conversion Time, issue and deliver at such office to the holder of Series C
Convertible Preferred Stock, or to his, her, or its nominee(s), a certificate or
certificates  for  the  number  of shares of Common Stock to which the holder(s)
shall  be  entitled,  together  with cash in lieu of any fraction of a share, if
applicable.

               (ii)     All shares of Series C Convertible Preferred  Stock that
shall have been surrendered for conversion as herein provided shall no longer be
deemed  to be outstanding, and all rights with respect to such shares, including
the  rights,  if any, to receive notices, to vote, and to receive payment of any
dividends  accrued  or  declared but unpaid thereon, shall immediately cease and
terminate  at  the Conversion Time, except only the right of the holders thereof
to  receive  shares of Common Stock in exchange therefor. Any shares of Series C
Convertible  Preferred  Stock  so  converted  shall be retired and cancelled and
shall not be reissued as shares of such series, and the Corporation (without the
need  for stockholder action) may from time to time take such appropriate action
as  may  be  necessary  to  reduce  the  authorized number of shares of Series C
Convertible Preferred Stock accordingly.

               (iii)     The  Corporation  shall pay any and all issue and other
similar  taxes  that  may  be  payable in respect of any issuance or delivery of
shares  of  Common  Stock  upon  conversion  of  shares  of Series C Convertible
Preferred  Stock pursuant to this Section 5. The Corporation shall not, however,
                                  ---------
be  required  to  pay  any  tax  that  may be payable in respect of any transfer
involved  in the issuance and delivery of shares of Common Stock in a name other
than  that  in  which  the  shares  of  Series  C Convertible Preferred Stock so

<PAGE>

converted were registered, and no such issuance or delivery shall be made unless
and  until  the  person  or  entity  requesting  such  issuance  has paid to the
Corporation  the  amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.

          d.     Adjustments  for  Other  Dividends  and  Distributions.  If the
                 ------------------------------------------------------
Corporation  at  any time or from time to time after the Series C Original Issue
Date  shall make or issue, or fix a record date for the determination of holders
of  capital  stock  of  the Corporation entitled to receive, a dividend or other
distribution payable in securities of the Corporation (other than a distribution
of  shares  of Common Stock in respect of outstanding shares of Common Stock) or
in  other  property,  then,  and  in  each  such  event, the holders of Series C
Convertible  Preferred Stock shall receive, simultaneously with the distribution
to  the  holders of such capital stock, a dividend or other distribution of such
securities or other property in an amount equal to the amount of such securities
or  other  property  as  they  would  have received if all outstanding shares of
Series C Convertible Preferred Stock had been converted into Common Stock on the
date  of  such  event.

          e.     Adjustment  for  Merger or Reorganization, etc.  Subject to the
                 ----------------------------------------------
provisions  of  Section  4(c)  above,  if  there shall occur any reorganization,
                -------------
recapitalization,  reclassification,  consolidation  or  merger  involving  the
Corporation  in  which  the  Common  Stock  (but  not  the  Series C Convertible
Preferred  Stock)  is converted into or exchanged for securities, cash, or other
property  (other  than  a  transaction  covered  by  Section  5(d) above), then,
                                                     -------------
following  any  such  reorganization,  recapitalization,  reclassification,
consolidation,  or  merger,  each  share of Series C Convertible Preferred Stock
shall  thereafter  be  convertible in lieu of the Common Stock into which it was
convertible  prior to such event into the kind and amount of securities, cash or
other  property  that  a  holder  of the number of shares of Common Stock of the
Corporation  issuable  upon  conversion  of  one  share  of Series C Convertible
Preferred  Stock  immediately  prior  to  such reorganization, recapitalization,
reclassification,  consolidation,  or merger would have been entitled to receive
pursuant  to  such  transaction;  and,  in such case, appropriate adjustment (as
determined  in  good  faith  by  the  Board  of  Directors) shall be made in the
application  of  the provisions in this Section 5 with respect to the rights and
                                        ---------
interests thereafter of the holders of the Series C Convertible Preferred Stock,
to  the  end that the provisions set forth in this Section 5 shall thereafter be
                                                   ---------
applicable,  as  nearly  as  reasonably may be, in relation to any securities or
other  property  thereafter  deliverable  upon  the  conversion  of the Series C
Convertible  Preferred  Stock.

          f.     Notice  of  Record  Date.  In  the  event:
                 ------------------------

               (i)     the  Corporation  shall  take a record of the holders  of
its  Common  Stock  (or  other  stock  or  securities  at the time issuable upon
conversion  of  the  Series  C  Convertible  Preferred Stock) for the purpose of
entitling  or enabling them to receive any dividend or other distribution, or to
receive  any right to subscribe for or purchase any shares of stock of any class
or any other securities, or to receive any other right; or

               (ii)     of  any  capital reorganization  of the Corporation, any
reclassification of the Common Stock, or any Deemed Liquidation Event; or

<PAGE>

              (iii)    of the voluntary or involuntary dissolution, liquidation,
or  winding-up  of the Corporation, then, and in each such case, the Corporation
will  send  or  cause  to  be  sent  to  the holders of the Series C Convertible
Preferred Stock a notice specifying, as the case may be, (i) the record date for
such  dividend,  distribution,  or  right,  and the amount and character of such
dividend,  distribution,  or  right;  or  (ii)  the effective date on which such
reorganization,  reclassification, consolidation, merger, transfer, dissolution,
liquidation, or winding-up is proposed to take place, and the time, if any is to
be fixed, as of which the holders of record of Common Stock (or such other stock
or  securities  at  the  time  issuable  upon  the  conversion  of  the Series C
Convertible  Preferred  Stock)  shall  be  entitled  to exchange their shares of
Common  Stock  (or  such  other  stock  or  securities)  for securities or other
property  deliverable upon such reorganization, reclassification, consolidation,
merger,  transfer,  dissolution,  liquidation, or winding-up, and the amount per
share  and  character  of  such  exchange applicable to the Series C Convertible
Preferred  Stock  and  the  Common Stock. Such notice shall be sent at least ten
(10)  days prior to the record date or effective date for the event specified in
such  notice.  Any  notice  required  by  the provisions hereof to be given to a
holder of shares of Series C Convertible Preferred Stock shall be deemed sent to
such  holder  if  deposited  in  the  United  States  mail, postage prepaid, and
addressed  to  such holder at his, her, or its address appearing on the books of
the Corporation.

     6.     Conversion Cap.  In no event shall any holder be entitled to convert
            --------------
any  Series  C  Convertible  Preferred  Stock  to  the  extent  that, after such
conversion,  the  sum of the number of shares of Common Stock beneficially owned
by any holder and its affiliates (other than shares of Common Stock which may be
deemed  beneficially  owned  through the ownership of the unconverted portion of
the  Series  C  Convertible Preferred Stock or any unexercised right held by any
holder subject to a similar limitation), would result in beneficial ownership by
any  holder  and  its affiliates of more than 4.99% of the outstanding shares of
Common  Stock  (after  taking into account the shares to be issued to the holder
upon  such  conversion).  For  purposes  of this Section 6, beneficial ownership
                                                 ---------
shall  be determined in accordance with Section 13(d) of the Securities Exchange
Act  of  1934,  as  amended.  Nothing  herein  shall  preclude  the  holder from
disposing  of  a  sufficient number of other shares of Common Stock beneficially
owned  by  the holder so as to thereafter permit the continued conversion of the
Series  C  Convertible  Preferred  Stock.

     7.     Redemption.     Except  as  set  forth  in  Section 4(c)(iii), there
            ----------                                  -----------------
shall  be  no  redemption  of  shares  of  Series C Convertible Preferred Stock.

     8.     Waiver.  Any of the rights, powers, or preferences of the holders of
            ------
Series  C  Convertible  Preferred  Stock  set  forth herein may be waived by the
affirmative  consent or vote of the holders of at least a majority of the shares
of  Series  C  Convertible  Preferred  Stock  then  outstanding.

     9.     Definitions.  As  used  herein,  the  following terms shall have the
            -----------
following  meanings:

          a.     "CONVERSION  DATE" shall mean the date that the Company effects
an  increase  in  the  authorized  shares  of  Common  Stock of the Corporation.

<PAGE>

     IN  WITNESS WHEREOF, this Certificate of Designation has been executed by a
duly authorized officer of the Corporation on this ____ day of January __, 2006.


                              CYTATION CORPORATION


                              By: /s/ Charles G. Masters
                                  -------------------------------------------
                                  Charles G. Masters, Chief Executive Officer



       [Signature Page to Series C Preferred Certificate of Designations]

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.10
<SEQUENCE>11
<FILENAME>ex99-10.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES D CONVERTIBLE PREFERRED STOCK
<TEXT>
Exhibit 99.10

                           CERTIFICATE OF AMENDMENT TO
                         CERTIFICATE OF INCORPORATION OF
                              CYTATION CORPORATION

                           CERTIFICATE OF DESIGNATION,
                             PREFERENCES AND RIGHTS
                                       OF
                      SERIES D CONVERTIBLE PREFERRED STOCK

     Cytation  Corporation,  a corporation organized and existing under the laws
of the State of Delaware (the "CORPORATION"), hereby certifies that the Board of
Directors of the Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant
to  authority of the Board of Directors as required by applicable corporate law,
and  in  accordance  with the provisions of its Certificate of Incorporation and
Bylaws,  has  and  hereby  authorizes  a  series of the Corporation's previously
authorized  Preferred  Stock,  par value $.01 per share (the "PREFERRED STOCK"),
and  hereby  states  the designation and number of shares, and fixes the rights,
preferences,  privileges,  powers  and  restrictions  thereof,  as  follows:

           SERIES D CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT

     300,000  shares  of  the  authorized  and  unissued  Preferred Stock of the
Corporation  are  hereby  designated "SERIES D CONVERTIBLE PREFERRED STOCK" with
the  following  rights,  preferences,  powers,  privileges,  restrictions,
qualifications  and  limitations.

     1.     Stated  Value.  The  stated  value  of each issued share of Series D
            -------------
Convertible  Preferred  Stock shall be deemed to be $10.00 (the "STATED VALUE"),
as the same may be equitably adjusted whenever there may occur a stock dividend,
stock split, combination, reclassification or similar event affecting the Series
D  Convertible  Preferred  Stock

     2.     Voting.
            ------

          a.     Number  of  Votes.  On any matter presented to the stockholders
                 -----------------
of  the  Corporation  for  their  action  or  consideration  at  any  meeting of
stockholders  of  the Corporation (or by written consent of stockholders in lieu
of meeting), each holder of outstanding shares of Series D Convertible Preferred
Stock shall be entitled to cast the number of votes equal to the number of whole
shares  of  Common Stock into which the shares of Series D Convertible Preferred
Stock  held by such holder are convertible as of the record date for determining
stockholders  entitled  to vote on such matter.  Except as provided by law or by
the  provisions of Section 2(b) below, holders of Series D Convertible Preferred
                   ------------
Stock shall vote together with the holders of Common Stock, and with the holders
of  any  other series of Preferred Stock the terms of which so provide, together
as  a  single  class.

          b.     Limitations  on  Corporate  Action.  At any time when shares of
                 ----------------------------------
Series  D  Convertible Preferred Stock are outstanding, except where the vote or
written  consent of the holders of a greater number of shares of the Corporation
is required by law or by this Certificate of Designation, and in addition to any
other  vote  required  by  law  or  this Certificate of Designation, without the

<PAGE>

written  consent  or  affirmative  vote  of  the  holders  of  a majority of the
then-outstanding shares of Series D Convertible Preferred Stock given in writing
or by vote at a meeting, consenting or voting (as the case may be) as a separate
class  from  the  Common Stock, the Corporation shall not, either directly or by
amendment,  merger,  consolidation  or  otherwise:

               (i)     increase  the  authorized  number  of  shares of Series D
Convertible  Preferred  Stock;

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

               (iii)   make  or  authorize,  or permit the authorization of, any
material  change  in  the nature or scope of the business of the Corporation; or

               (iv)    cause or  authorize, or permit any of its subsidiaries to
authorize  or  take  any of the foregoing actions.  For purposes of this Section
                                                                         -------
2(b)(iv),  "SUBSIDIARY"  means  any  entity  of  which  securities  or ownership
-------
interests  having  voting power to elect a majority of the board of directors or
other  persons  performing  similar  functions  or otherwise granting the holder
Control  are  directly or indirectly beneficially owned by the Corporation.  For
purposes  of  this  Certificate  of Designation, "CONTROL" means the possession,
directly  or indirectly, of power to direct or cause the direction of management
or  policies  (whether  through  ownership of voting securities, by agreement or
otherwise).

     3.     Dividends.
            ---------

          a.     Amount.  From  and after the date of the issuance of any shares
                 ------
of  Series  D  Convertible  Preferred Stock, each holder of Series D Convertible
Preferred  Stock shall receive, in the case of a dividend on Common Stock or any
class  or  series that is convertible into Common Stock, that dividend per share
of  Series  D  Convertible Preferred Stock as would equal the product of (1) the
dividend  payable  on  each  share  of  such  class  or  series  determined,  if
applicable,  as  if  all  such shares of such class or series had been converted
into  Common  Stock  and  all  Series  D  Convertible  Preferred  Stock had been
converted  into  Common  Stock,  and  (2)  the  number of shares of Common Stock
issuable  upon  conversion  of  a share of Series D Convertible Preferred Stock,
calculated  on  the record date for determination of holders entitled to receive
such  dividend.

          b.     Cumulative  Dividends  on Series D Convertible Preferred Stock.
                 --------------------------------------------------------------
Dividends  declared  or  paid for shares of Series D Convertible Preferred Stock
shall  not  be  cumulative.

     4.     Liquidation,  Dissolution,  or  Winding-Up;  Certain  Mergers,
            --------------------------------------------------------------
            Consolidations  and   Asset  Sales.
            ----------------------------------

          a.     Payments  to  Holders  of Series D Convertible Preferred Stock.
                 --------------------------------------------------------------
In  the  event  of  any  voluntary  or  involuntary liquidation, dissolution, or
winding  up  of  the  Corporation, the holders of shares of Series D Convertible

<PAGE>

Preferred  Stock then outstanding shall be entitled to be paid out of the assets
available  for  distribution  to  its  stockholders after the Aggregate Series A
Liquidation  Preference  Payment (as defined in the Certificate of Designations,
Preferences,  and  Rights  of  Series  A  Convertible  Preferred  Stock  of  the
Corporation  (the  "SERIES  A  PREFERRED CERTIFICATE OF DESIGNATIONS")) shall be
made  to  the  holders  of  shares  of  the  Corporation's  Series A Convertible
Preferred Stock (the "SERIES A PREFERRED STOCK") and before any payment shall be
made  to  the  holders  of  Common  Stock  or any other class or series of stock
ranking  on liquidation junior to the Series D Convertible Preferred Stock (such
Common  Stock  and other stock being collectively referred to as "JUNIOR STOCK")
by  reason  of  their  ownership thereof, an amount equal to Thirty Thousand and
No/100  Dollars  ($30,000)(the  amount  payable  pursuant  to  this  sentence is
hereinafter  referred  to  as  the "SERIES D LIQUIDATION AMOUNT").  If, upon any
such  liquidation,  dissolution, or winding up of the Corporation (and after the
entire  Aggregate  Series  A Liquidation Preference Payment has been paid to the
holders  of  shares  of Series A Preferred Stock) the remaining assets available
for distribution to its stockholders shall be insufficient to pay the holders of
shares  of Series D Convertible Preferred Stock and any class or series of stock
ranking  on  liquidation  on  a  parity  with the Series D Convertible Preferred
Stock, the full preferential amount to which they shall be entitled, the holders
of  shares  of  Series  D Convertible Preferred Stock and any class or series of
stock ranking on liquidation on a parity with the Series D Convertible Preferred
Stock  shall share ratably in any distribution of the remaining assets available
for distribution in proportion to the respective amounts that would otherwise be
payable  in  respect  of  the  shares held by them upon such distribution if all
amounts payable on or with respect to such shares were paid in full.  The Series
D  Convertible  Preferred  Stock  ranks pari passu with the Series B Convertible
Preferred  Stock  and  Series  C  Convertible  Preferred  Stock.

          b.     Payments  to  Holders  of  Junior Stock.  Upon any liquidation,
                 ---------------------------------------
dissolution  or winding up of the Corporation, immediately after (1) the holders
of  Series  A  Preferred  Stock  have  been  paid in full the Aggregate Series A
Liquidation  Preference  Payment,  as  set forth in the Series A Preferred Stock
Certificate  of  Designations;  and  (2)  the  holders  of  Series B Convertible
Preferred  Stock,  Series C Convertible Preferred Stock and Series D Convertible
Preferred  Stock  have  then  been paid in full the Series B Liquidation Amount,
Series C Liquidation Amount or Series D Liquidation Amount, as applicable and as
set  forth  in  the  respective  certificate  of designations, the remaining net
assets  of  the  Corporation  available  for  distribution  shall be distributed
pro-rata  among  the  holders of shares of Series B Convertible Preferred Stock,
Series  C  Convertible Preferred Stock, Series D Convertible Preferred Stock and
Common  Stock  on  an  as-converted-to-Common  Stock  basis.

          c.     Deemed Liquidation Events.
                 -------------------------

               (i)     The  following events shall be deemed to be a liquidation
of the Corporation for purposes of this Section4 (a "DEEMED LIQUIDATION EVENT"),
                                        --------
unless the holders of a majority of the shares of Series D Convertible Preferred
Stock  elect  otherwise by written notice given to the Corporation at least five
(5)  days  prior  to  the  effective  date  of  any  such  event:

                    A.     a  merger  or  consolidation  in  which

                         (I)     the  Corporation  is  a  constituent  party, or

<PAGE>

                         (II)    a subsidiary of the Corporation is a
                                 constituent party and the Corporation issues
                                 shares of its capital stock pursuant to such
                                 merger or consolidation,

except  that  any  such  merger  or consolidation involving the Corporation or a
subsidiary  in  which the shares of capital stock of the Corporation outstanding
immediately  prior to such merger or consolidation continue to represent, or are
converted  or  exchanged for shares of capital stock that represent, immediately
following such merger or consolidation, at least a majority, by voting power, of
the  capital  stock  of (1) the surviving or resulting corporation or (2) if the
surviving  or  resulting  corporation  is  a  wholly-owned subsidiary of another
corporation  immediately  following  such  merger  or  consolidation, the parent
corporation  of  such surviving or resulting corporation (provided that, for the
purpose  of  this  Section4(c)(i),  all  shares  of  Common  Stock issuable upon
                   --------------
exercise   of  options   outstanding   immediately   prior  to  such  merger  or
consolidation,  or   upon  conversion   of  convertible  securities  outstanding
immediately  prior  to  such  merger  or  consolidation  shall  be  deemed to be
outstanding   immediately  prior   to  such  merger  or  consolidation  and,  if
applicable,  converted  or exchanged in such merger or consolidation on the same
terms  as  the  actual  outstanding  shares  of  Common  Stock  are converted or
exchanged);  or

                    B.     the sale, lease, transfer, or other disposition, in a
single  transaction or series of related transactions, by the Corporation or any
subsidiary  of  the Corporation of all or substantially all of the assets of the
Corporation  and  its  subsidiaries,  taken  as a whole, except where such sale,
lease,  transfer,  or  other  disposition is to a wholly-owned subsidiary of the
Corporation.

               (ii)    The   Corporation  shall  not  have  the power to effect
any  transaction  constituting  a Deemed  Liquidation Event  pursuant to Section
                                                                        -------
4(c) (i) (A) (I)   above   unless  the   agreement   or   plan   of  merger  or
---------------
consolidation  provides  that  the consideration  payable to the stockholders of
the Corporation shall  be  allocated among  the  holders  of  capital  stock  of
the  Corporation in accordance with Sections  4(a)  and  4(b)  above.
                                    -------------------------

               (iii)   In   the   event   of   a   Deemed  Liquidation   Event
pursuant  to  Section 4(c)(i)(A)(II)  or (B) above,  if the Corporation does not
             -----------------------------
effect   a  dissolution  of  the   Corporation   under   the   Delaware  General
Corporation  Law  within  sixty  (60) days  after such Deemed Liquidation Event,
then (A)  the  Corporation  shall  deliver  a  written  notice to each holder of
Series  D Convertible  Preferred  Stock no  later than  the  60th  day after the
Deemed  Liquidation  Event advising  such  holders  of  their   right  (and  the
requirements  to  be met to  secure  such  right) pursuant to the  terms  of the
following  clause (B) to  require  the  redemption  of such shares of  Series  D
           ---------
Convertible  Preferred  Stock; and (B) if the holders of at least a majority  of
the then-outstanding  shares of Series D Convertible Preferred Stock so  request
in a written instrument delivered to the Corporation not later than seventy-five
(75)  days  after  such  Deemed  Liquidation  Event,  the Corporation shall  use
the  consideration  received  by  the  Corporation  for  such Deemed Liquidation
Event  (net  of any  retained  liabilities  associated  with the assets sold  or
technology  licensed,  as  determined  in  good  faith by the Board of Directors
(the  "NET  PROCEEDS")  to  redeem,  to  the  extent legally available therefor,
on the 90th day after such Deemed Liquidation Event (the "LIQUIDATION REDEMPTION
DATE"),  all  outstanding  shares  of Series D Convertible Preferred

<PAGE>

Stock  at  a  price  per share equal to the Series D Liquidation Amount.  In the
event  of  a  redemption pursuant to the preceding sentence, if the Net Proceeds
are  not  sufficient  to  redeem  all outstanding shares of Series D Convertible
Preferred Stock, or if the Proceeds are not sufficient to redeem all outstanding
shares  of  Series D Convertible Preferred Stock, or if the Corporation does not
have  sufficient  funds  lawfully  available  to  effect  such  redemption,  the
Corporation  shall redeem a pro rata portion of each holder's shares of Series D
Convertible  Preferred  Stock to the fullest extent of such Net Proceeds or such
lawfully  available  funds,  as  the  case may be, and, where such redemption is
limited  by the amount of lawfully available funds, the Corporation shall redeem
the  remaining  shares  to  have  been redeemed as soon as practicable after the
Corporation  has funds legally available therefor.  Prior to the distribution or
redemption  provided  for  in  this Section 4(c)(iii), the Corporation shall not
                                    -----------------
expend  or  dissipate  the  consideration  received  for such Deemed Liquidation
Event, except to discharge expenses incurred in the ordinary course of business.

               (iv)    Whenever the distribution provided  for in this Section4
                                                                        --------
shall be  payable in property other than  cash, the  value  of such distribution
shall  be  the  fair  market  value  of  such  property, rights or securities as
determined in good  faith  by  the  Board   of  Directors  of  the  Corporation.

     5.     Mandatory  Conversion.
            ---------------------

          a.     Contemporaneously  with  the  completion  of  the  increase  in
authorized  shares of Common Stock of the Corporation (the "MANDATORY CONVERSION
DATE")  in  connection  with that certain Securities Purchase and Share Exchange
Agreement,  of  even  date  herewith, by and among Cytation Corporation, certain
shareholders of Cytation a party thereto, DeerValley Acquistions, Corp. ("DVA"),
DVA  shareholders  a  party  thereto,  Vicis  Capital  Master  Fund, and certain
purchasers of Series A Convertible Preferred Stock a party thereto, (i) each 1.5
outstanding  shares  of Series D Convertible Preferred Stock shall automatically
be converted into ten (10) shares of Common Stock, and (ii) the shares of Series
D  Convertible  Preferred Stock may not be reissued by the Corporation as shares
of  such  series  or  any  other  series  of  Preferred  Stock.

          b.     All  holders  of  record  of  shares  of  Series  D Convertible
Preferred  Stock  shall be given written notice of the Mandatory Conversion Date
and the place designated for mandatory conversion of all such shares of Series D
Convertible  Preferred Stock pursuant to this Section5.  Such notice need not be
                                              --------
given  in  advance  of  the  occurrence  of the Mandatory Conversion Date.  Such
notice  shall  be  sent  by  first class or registered mail, postage prepaid, or
given  by electronic communication in compliance with the provisions of Delaware
corporate  law,  to  each record holder of Series D Convertible Preferred Stock.
Upon  receipt  of  such  notice,  each  holder of shares of Series D Convertible
Preferred  Stock  shall  surrender  his,  her or its certificate(s) for all such
shares  to  the  Corporation  at  the place designated in such notice, and shall
thereunder  receive  certificates  for  the  number of shares of Common Stock to
which  such  holder  is  entitled  pursuant  to  Section5(a).  On  the Mandatory
                                                 -----------
Conversion  Date, all outstanding shares of Series D Convertible Preferred Stock
shall  be deemed to have been converted into shares of Common Stock, which shall

<PAGE>

be deemed to be outstanding of record, and all rights with respect to the Series
D  Convertible  Preferred  Stock  so converted, including the rights, if any, to
receive  notices  and  to  vote  (other  than as a holder of Common Stock), will
terminate,  except  the  right  of  the holders thereof, upon surrender of their
certificate(s)  therefor,  to  receive  certificates for the number of shares of
Common  Stock  into  which  such  Series  D Convertible Preferred Stock has been
converted,  and  payment  of  any  declared but unpaid dividends thereon.  If so
required  by  the  Corporation, certificates surrendered for conversion shall be
endorsed  or  accompanied  by  written  instrument(s)  of  transfer,  in  form
satisfactory  to  the  Corporation, duly executed by the registered holder or by
his,  her  or  its  attorney duly authorized in writing.  As soon as practicable
after  the Mandatory Conversion Date and the surrender of the certificate(s) for
Series  D  Convertible Preferred Stock, the Corporation shall cause to be issued
and delivered to such holder, on his, her or its written order, a certificate or
certificates  for  the  number  of  full shares of Common Stock issuable on such
Conversion  in  accordance  with  the  provisions  hereof.

          c.     All  certificates  evidencing  shares  of  Series D Convertible
Preferred Stock that are required to be surrendered for conversion in accordance
with  the provisions hereof shall, from and after the Mandatory Conversion Date,
be  deemed  to  have  been  retired  and  cancelled  and  the shares of Series D
Convertible  Preferred Stock represented thereby converted into Common Stock for
all  purposes, notwithstanding the failure of the holder(s) thereof to surrender
such  certificate(s)  on  or  prior  to  such  date.  Such  converted  Series  D
Convertible  Preferred Stock may not be reissued as shares of such Series or any
other  series  of  Preferred Stock, and the Corporation may thereafter take such
appropriate action (without the need for stockholder action) as may be necessary
to  reduce  the  authorized  number  of shares of Series D Convertible Preferred
Stock  accordingly.

     6.     Optional  Conversion.  The  holders  of  the  Series  D  Convertible
            --------------------
Preferred  Stock  shall  have  no  optional  conversion  rights.

     7.     Redemption.     There  shall  be no redemption of shares of Series D
            ----------
Convertible  Preferred  Stock.

     8.     Waiver.  Any of the rights, powers, or preferences of the holders of
            ------
Series  D  Convertible  Preferred  Stock  set  forth herein may be waived by the
affirmative  consent or vote of the holders of at least a majority of the shares
of  Series  D  Convertible  Preferred  Stock  then  outstanding.



                            [Signature Page Follows]

<PAGE>

     IN  WITNESS WHEREOF, this Certificate of Designation has been executed by a
duly  authorized  officer  of the Corporation on this    day of                ,
2006.                                                ----      ----------------


                              CYTATION CORPORATION


                              ----------------------------------------------
                              By:     Charles G. Masters
                              Its:     President and Chief Executive Officer



      [Signature Page to Series D Convertible Preferred Stock Certificate of
                                  Designations]

<PAGE>

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