Filed pursuant to Rule 424(b)(3)
Registration No. 333-133377
PROSPECTUS SUPPLEMENT NO. 2
TO PROSPECTUS DATED JULY 26, 2006
DEER VALLEY CORPORATION
(formerly known as Cytation Corporation)
UP TO 43,556,851 SHARES
COMMON STOCK
This prospectus supplement supplements information contained in the
prospectus dated July 26, 2006 relating to the offer and sale by the selling
shareholders identified in the prospectus of up to 43,556,851 shares of our
common stock. This prospectus supplement includes corrections to typographical
errors in the Table of Selling Stockholders in the original prospecuts. The
errors to be corrected are as follows:
1) In column (b), the total should be 9,941,641.
2) In column (b), the number of shares for Double U Master Fund LP should read
133,314, not 133,334. The total number of common shares issuable for
convertible securities for Double U Master Fund LP in column (h) is unaffected.
3) In column (b), the number of shares for Steve J. Logan should read 200,000,
not 20,000.
4) In column (b), the number of shares for Joel Logan should read 200,000, not
200.000.
5) In column (h), the total should read 40,655,442. The remaining figures in
column (h) are unaffected.
The sections to be corrected in the Table of Selling Stockholders are
presented below; the Table of Selling Stockholders is not reproduced in its
entirety. The typographical errors corrected by this prospectus supplement did
not affect the total number of shares to be registered via the registration
statement.
This prospectus supplement should be read in conjunction with the
prospectus dated July 26, 2006, which is to be delivered with this prospectus
supplement. This prospectus supplement is qualified by reference to the
prospectus except to the extent that the information in this prospectus
supplement updates and supersedes the information contained in the prospectus
dated July 26, 2006, including any supplements or amendments thereto.
INVESTING IN THE SHARES INVOLVES RISKS AND UNCERTAINTIES. SEE "RISK
FACTORS" BEGINNING ON PAGE 10 OF THE PROSPECTUS DATED JULY 26, 2006 AND THE RISK
FACTORS INCLUDED IN OUR ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER
31, 2005.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus supplement is August 23, 2006.
TABLE OF SELLING STOCKHOLDERS
-----------------------------
Securities Owned By Selling Stockholders Prior to Offering Securities Being Offered Securities Beneficially
By Selling Stockholders Owned By Selling
Stockholders After the
Offering
--------------------------------------------------------------------- -------------------------- -----------------------
Common Common Common Common
Stock Stock Stock Common Stock
(direct issuable issuable Stock issuable
ownership) upon upon issuable upon upon Common Stock
conversion conversion conversion conversion issuable upon
of of of of Common Common conversion or
Series A Series B Series C Series D Stock issuable Stock exercise of
Convertible Convertible Convertible Convertible upon exercise (direct derivative Common Percentage
Preferred Preferred Preferred Preferred of Warrants ownership) securities Stock to be Assuming
Name of Stock Stock Stock Stock and Options (indirect Beneficially All Shares
Selling (indirect (indirect (indirect (indirect (indirect ownership) Owned After Offered are
Stockholder ownership) ownership) ownership) ownership) ownership) Offering Sold
- ---------- ------ --------- ---------- --------- ----------- ------------ ---------- ---------- ------------ -----------
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
- ---------- ------ --------- ---------- --------- ----------- ------------ ---------- ---------- ------------ -----------
Double U
Master Fund
LP, Contact
Person: Isaac
Winehouse
(4) 0 133,314 0 0 0 199,971 0 333,285 0 *
- ---------- ------ --------- ---------- --------- ----------- ------------ ---------- ---------- ------------ -----------
Steve J.
Logan 0 200,000 0 0 0 300,000 0 500,000 0 *
- ---------- ------ --------- ---------- --------- ----------- ------------ ---------- ---------- ------------ -----------
Joel Logan 0 200,000 0 0 0 300,000 0 500,000 0 *
- ---------- ------ --------- ---------- --------- ----------- ------------ ---------- ---------- ------------ -----------
TOTAL 37,338 9,941,641 4,945,100 2,675,000 880,544 22,213,157 37,338 40,655,442 0 *
- ---------- ------ --------- ---------- --------- ----------- ------------ ---------- ---------- ------------ -----------
<FN>
* Less than 1%
(4) Isaac Winehouse, as manager of B & W Equities, LLC, the general partner of Double U Master Fund,
LP, has sole voting and investment control over the securities of Cytation Corporation owned by Double U
Master Fund, LP. Mr. Winehouse disclaims beneficial ownership of the securities of Cytation Corporation
owned by Double U Master Fund, LP, 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