CYTATION CORPORATION
(Name of Registrant as Specified In Its Charter)

Not Applicable
(Name of Person(s) Filing Proxy Statement if other than Registrant)

You are cordially invited to attend the annual meeting of stockholders of Cytation Corporation. The meeting will be held at the Bristol Harbor Inn, 259 Thames Street, Bristol, Rhode Island on Tuesday, September 10, 2002 beginning at 9:00 A.M. local time.

We will submit four proposals to our stockholders at the annual meeting. The first is a proposal to elect two Class III directors to our Board of Directors. The second is a proposal to amend the our Certificate of Incorporation to enable us to repurchase all of its Series A Convertible Preferred Stock for total cash consideration of $11,140 plus a stock purchase warrant. The third is a proposal to amend the our Certificate of Incorporation to permit us to approve actions by written consent of stockholders. The fourth is a proposal to amend our Certificate of Incorporation to authorize a 1-for-150 reverse split of the our common stock.

As a stockholder, your vote is important. We encourage you to execute and return your proxy promptly whether you plan to attend the meeting or not so that we may have as many shares as possible represented at the meeting. Returning your completed proxy will not prevent you from voting in person at the meeting prior to the proxy's exercise if you wish to do so. If you do wish to attend the meeting in person, we ask that you notify us at (401) 254-8800 so that appropriate arrangements can be made to accommodate all stockholders wishing to attend. Thank you.

                                                                 Sincerely,



                                                                Richard A. Fisher
                                                               Chairman of the Board

We will submit four proposals to our stockholders at the annual meeting. The first is a proposal to elect two Class III directors to the Company's Board of Directors. The second is a proposal to amend the Company's Certificate of Incorporation to enable the Company to repurchase all of its Series A Convertible Preferred Stock for total cash consideration of $11,140 plus a stock purchase warrant. The third is a proposal to amend the Company's Certificate of Incorporation to permit the Company to approve actions by written consent of stockholders. The fourth is a proposal to amend the Company's Certificate of Incorporation to authorize a 1-for-150 reverse split of the Company's common stock.

Information regarding each of the proposals is contained in the attached proxy statement.

Cytation Corporation hereby gives notice that it will hold an annual meeting of stockholders at the Bristol Harbor Inn, 259 Thames Street, Bristol, Rhode Island, on Tuesday, September 10, 2002, beginning at 9:00 a.m. local time, for the following purposes:

               Proposal 1:   To elect two Class III directors to the Company's Board of Directors;

               Proposal 2:   To amend the Company's Certificate of Incorporation to permit the
                                    Company to repurchase all of its Series A Convertible Preferred Stock for
                                     total cash consideration of $11,140 plus a warrant to purchase 1,140,000
                                     shares of the Company's common stock;

The Board of Directors has fixed the close of business on July 12, 2002 as the record date for the stockholders entitled to notice of, and to vote at, the annual meeting and any adjournment thereof. Only stockholders of record on such date are entitled to notice of, and to vote at, the annual meeting or any adjournment thereof.

                                                              By Order of the Board of Directors,

Bristol, Rhode Island
August 16, 2002

Introduction

This proxy statement and the enclosed form of proxy relates to the annual meeting of stockholders of Cytation Corporation. The annual meeting will take place as follows:

We are mailing this proxy statement and the enclosed form of proxy to stockholders on or about August 19, 2002.

Purpose of the Annual Meeting

At the annual meeting, we will submit to the stockholders four proposals. The first is to elect to elect two Class III directors to the Company's Board of Directors. The second is a proposal to amend the Company's Certificate of Incorporation to enable the Company to repurchase all of its Series A Convertible Preferred Stock for total cash consideration of $11,140 plus a stock purchase warrant. The third is a proposal to amend the Company's Certificate of Incorporation to permit the Company to approve actions by written consent of stockholders. The fourth is a proposal to provide a 1-for-150 reverse split of the Company's common stock.

Information about each of these proposals is contained in this proxy statement.

Solicitation; Expenses

The Board of Directors of Cytation is soliciting proxies for the annual meeting.

We will bear the cost of solicitation of proxies. We will reimburse banks, brokers, custodians, nominees and fiduciaries for reasonable expenses they incur in sending these proxy materials to you if you are a beneficial holder of our shares. We may request banks and brokers, in addition to mailing these proxy materials, to take additional actions to solicit their customers who have stock of Cytation registered in the name of a nominee. If so, we will reimburse such banks and brokers for their reasonable out-of-pocket costs.

Our officers and directors may solicit proxies after the original solicitation, by mail or telephone, for no additional compensation.

Quorum

Our by-laws provide that a quorum at the annual meeting will be at least a majority of the outstanding shares entitled to vote at the meeting. We will treat shares of voting capital stock represented by a properly signed and returned proxy as present at the meeting for purposes of determining the existence of a quorum at the meeting. We will count abstentions and broker non-votes as present or represented for purposes of determining the existence of a quorum. A broker non-vote occurs when a broker or nominee holding shares for a beneficial owner does not vote on a proposal because the broker or nominee does not have discretionary voting power and has not received instructions from the beneficial owner with respect to that proposal.

Proposal 1.  The election of Directors will require the affirmative vote of a majority of the shares of voting stock which are properly cast on the proposal. Abstentions, votes withheld from Director-nominees, and broker non-votes will not count as votes cast for or against the election of the Director-nominee.

Proposal 2.  The proposal to amend the Company's Certificate of Incorporation to permit the Company to repurchase all of the Series A Convertible Preferred Stock will require the affirmative vote of a majority of the shares of common stock (including issued and outstanding shares of Series A Convertible Preferred Stock voting as common stock) as of the record date properly cast on the proposal and the affirmative vote of at least two-thirds of the issued and outstanding shares of Series A Convertible Preferred Stock voting separately as a class. Abstentions, votes withheld from the proposal, and broker non-votes will count as votes cast against the proposal.

Proposal 3.  The proposal to amend the Certificate of Incorporation of the Company to permit stockholder actions by written consent has been recommended to the stockholders pursuant to a resolution of the Board of Directors approved by all of the directors who constitute "continuing directors" under Article FIFTH of the Certificate of Incorporation and therefore will require the affirmative vote of at least a majority of the total number of shares of voting stock issued and outstanding as of the record date which are properly cast on the proposal. Abstentions, votes withheld from the proposal, and broker non-votes will count as votes against the Proposal.

Proposal 4.  The proposal to amend the Certificate of Incorporation to authorize a reverse split of the Company's common stock will require the affirmative vote of at least a majority of the shares of voting stock issued and outstanding as of the record date which are properly cast on the proposal. Abstentions, votes withheld from the proposal, and broker non-votes will count as votes against the Proposal.

We will follow your voting instructions as indicated on a properly signed and returned proxy.

We encourage you to vote on each proposal. If, however, you sign and return the proxy but do not provide any voting instructions, the person named in the proxy will vote signed proxies FOR each proposal. The proxy holders will use their discretion on other matters that may come before the meeting.

Computershare Investor Services, our transfer agent, will tabulate the votes through an automated system. The transfer agent will tabulate the vote on each proposal submitted to stockholders separately.

The shares of common stock and Series A Convertible Preferred Stock vote together as a single class on all proposals. The shares of Series A Convertible Preferred Stock also vote separately as a class with respect to Proposal 2. There are no shares of any other class of preferred stock outstanding, and there are no other voting securities. A total of 38,501,857 votes are eligible to be cast at the meeting.

Revoking a Proxy

You may vote in person or by proxy. Your signing and returning a proxy will not in any way affect your right to attend the meeting and vote in person. You can revoke your proxy if you:

An affirmative vote of a majority of the common stock represented in person or by proxy at the annual meeting is necessary to elect the Directors. Proxies will be voted as indicated on a returned proxy card. If there are no voting instructions, then the proxy holders will vote the proxies received by them FOR the nominees named below.

The Board of Directors has set the number of Board members at four for the upcoming year. The Board of Directors is divided into three classes, labeled Class I, Class II and Class III, with the term of one of the three classes of directors generally expiring each year at our annual meeting or special meeting held in lieu of our annual meeting. Christopher Portner, our Class I director, will serve until the 2003 annual meeting or until his successor is elected and qualified. John J. Gilece, our Class II director, will serve until the 2004 annual meeting or until his successor is elected and qualified. The nominees for Class III directors, if elected, will serve until the 2005 annual meeting or until their successors are elected and qualified. The Board of Directors has nominated the two current Class III members of the Board for re-election as Class III members. They are Richard A. Fisher and Kevin J. High. The biographical information of these nominees for director as well as for Messrs. Portner and Gilece is set forth below. If for any reason any of such nominees should become unavailable for election, the persons named in the proxy may vote the proxy for the election of a substitute. However, each nominee has consented to serve as a director if elected, and the Board of Directors has no reason to believe than any of the nominees will be unavailable for election.

Richard A. Fisher, Chairman of the Board. Mr. Fisher has been chairman of our Board of Directors and general counsel since February 1999. Mr. Fisher is a Class III director and serves until our 2002 annual meeting or until his successor is elected and qualified. The Board of Directors of the Company has nominated Mr. Fisher for re-election as a Class III director for a term expiring at our 2005 annual meeting or until his successor is elected and qualified. Mr. Fisher was a co-founder of our predecessor, where he served as chairman of the board and general counsel from August 1996 to February 1999. From January 1996 to August 1996, Mr. Fisher provided legal and other counseling services to a number of start-up and early stage companies. Mr. Fisher holds a BA in Economics from Northwestern University (1968) and a Juris Doctor from the University of Virginia Law School (1971). Mr. Fisher is a member of the Massachusetts, Virginia and District of Columbia bars and is admitted to practice before the United States Supreme Court and United States Tax Court. Mr. Fisher was a captain in the United States Army Infantry and was formerly a partner in the law firm of Foley, Hoag & Eliot, which is our legal counsel.

Kevin J. High, President and Director. Mr. High has been one of our directors since February 1999. The Board of Directors of the Company has nominated Mr. High for re-election as a Class III director for a term expiring at our 2005 annual meeting or until his successor is elected and qualified. Mr. High served as our president from February 1999 until November 11, 1999. Mr. High is a Class III director and serves until our 2002 annual meeting or until his successor is elected and qualified. Mr. High was a co-founder of our predecessor, where he served as vice president from April 1996 to December 1996 and from December 1996 to February 1999 as chief executive officer. From April 1991 to April 1996, Mr. High served as branch manager of the Middletown, Rhode Island office of the Corporate Securities Group, Inc.

John J Gilece, Jr., Director. Mr. Gilece has been one of our directors since July 2001 and serves on the Compensation Committee with Mr. Portner. He is a Class II director and serves until our 2004 annual meeting or until his successor is elected and qualified. Mr. Gilece has been president and chief executive officer of Fibernet Systems, LLC of Annapolis, Maryland since its inception in 1997. Mr. Gilece holds a Juris Doctor degree from Fordham University School of Law in New York and is a member of the Maryland Bar. Mr. Gilece also served in the U.S. Marine Corps as an infantry officer and is a Viet Nam veteran.

Christopher Portner, Director. Mr. Portner has been one of our directors since July 2001 and serves on the Audit Committee with Mr. Fisher. He is a Class I director and serves until our 2003 annual meeting or until his successor is elected and qualified. 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.

We have no management other than our directors.

The board of directors currently has two standing committees. The audit committee does not operate under a written charter, but is responsible for overseeing all of the Company's financial functions, including matters relating to the appointment and activities of our auditors, audit plans and procedures, various accounting and financial reporting issues and changes in accounting policies. The members of the audit committee are Christopher Portner and Richard Fisher. The audit committee met twice during the fiscal year ending December 31, 2001.

Mr. Portner is independent under Rule 4200(a)(15) of NASD's listing standards. Richard Fisher is the Company's Chairman and General Counsel. He is not independent under Rule 4200(a)(15) of the NASD's listing standards. Effective July 30, 2002, Mr. Fisher resigned from the Audit Committee and John J. Gilece, Jr. was appointed by the board of directors to the audit committee. Mr. Gilece is independent under Rule 4200(a)(15) of NASD's listing standards. Both Mr. Portner and Mr. Gilece are independent directors within the meaning of the Sarbanes-Oxley Act of 2002.

The compensation committee is responsible for determining the compensation of executive officers of the Company. The members of the compensation committee are Christopher Portner and John J. Gilece, Jr. The compensation committee met twice during the fiscal year ending December 31, 2001.

REPORT OF THE AUDIT COMMITTEE

The audit committee, consisting of Christopher Portner and Richard Fisher, reviewed and discussed the audited financial statements for the year ended December 31, 2001 with management. The audit committee has discussed with our independent auditors any matters required to be discussed by Statement on Auditing Standards No. 61, "Communication with Audit Committees." Our independent accountants also provided to the audit committee the written disclosures and a letter required by Independence Standards Board Standard No. 1, "Independence Discussions with Audit Committees," and the audit committee discussed with the independent accountants, Radin, Glass & Co., LLP, the firm's independence.

Based upon the audit committee's discussions with management and the independent accountants and the audit committee's review of the representations of management, and the report of the independent accountants to the audit committee, the audit committee recommended that the board of directors include the audited financial statements in Cytation Corporation's Annual Report on Form 10-KSB for the year ended December 31, 2001, as filed with the Securities and Exchange Commission.

                                                        SUBMITTED BY THE AUDIT COMMITTEE
                                                        OF THE BOARD OF DIRECTORS

                                                        Christopher Portner
                                                        Richard A. Fisher

Compensation Committee Interlocks and Insider Participation

Prior to establishing the compensation committee, the Board of Directors as a whole performed the functions delegated to the compensation committee. No member of the Board of Directors or the compensation committee serves as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or compensation committee.

The Board of Directors met three times and acted by unanimous written consent eight times during the year ended December 31, 2001. No incumbent director attended fewer than 75% of the total number of meetings held by the board and committees of the board on which he served.

Each non-employee director receives compensation of $1,000 for each meeting of the Board attended in person. All non-employee directors receive reimbursement for out-of-pocket expenses incurred in attending meetings of the Board. Mr. Gilece and Mr. Portner each received an option to purchase 1,000,000 shares of the Company's common stock, vested as of the date of grant, at an exercise price of $.001 per share.

The following table sets forth the total compensation paid or accrued for our chief executive officers who were employed by us at December 31, 2001 (collectively, the "Named Executive Officers"), and previous executive compensation reported.

                                                          
(1)  Represents payments of personal life insurance premiums.

The following table sets forth grants of stock options to each of the Named Executive Officers during the fiscal year ended December 31, 2001. No stock appreciation rights were granted during the year ended December 31, 2001.

Employment Agreements

On October 15, 2001, the Compensation Committee of the Board of Directors of the Company approved employment agreements for Richard A. Fisher, the Company's chairman and general counsel, and Kevin J. High, the Company's president. The Compensation Committee consists of two independent directors of the Company. Each agreement superseded a prior employment agreement entered into on February 11, 1999 and was entered into by the Company to induce each of Mr. Fisher and Mr. High to remain with the Company in an executive capacity after the sale of substantially all of the Company's assets to TMP.

Mr. Fisher's employment agreement is for a term of three years, retroactive to July 1, 2001, except that it terminates earlier upon his death, complete disability or resignation with or without good reason, or upon termination by the Company with or without cause. The agreement provides for base compensation of $300,000 per year, of which $200,000 is paid currently and of which $100,000 is earned and accrued by the Company currently but paid at such time as the escrow established in connection with the TMP transaction is terminated or expires or sufficient cash otherwise becomes available. As an inducement for Mr. Fisher to continue his employment with the Company, the agreement also provided for an advance in the amount of $375,000 which is converted to a continuation bonus on January 2, 2003 should Mr. Fisher be an employee of the Company on such date, unless certain events occur before such date as provided in the agreement. The Company accounts for this advance as deferred compensation. The agreement provided for the reduction in the exercise price of 514,406 previously granted options to $.001 per share and for the grant of 10,318,508 additional stock options, also at $.001 per share. The agreement also provided for an advance of $50,000 in lieu of Mr. Fisher's participation in any Company retirement plans in the year 2001, which amount is earned if Mr. Fisher is employed full time by the Company on February 1, 2002. The agreement also provided for the payment by the Company of health insurance benefits, long-term disability insurance premiums and life insurance premiums.

If there is a change of control, as defined, of the Company during periods prescribed by the agreement, the Company is required to pay to Mr. Fisher an amount equal to 2.99 times his base salary.

Mr. Fisher agreed that he will not compete with the Company or engage in certain other practices relating to the Company's business during his employment and for one year thereafter.

Mr. Fisher entered into a Non-Competition and Non-Solicitation Agreement with TMP as an inducement for TMP to purchase the Company's assets, for which he was not separately compensated.

Mr. High's employment agreement is for a term of three years, retroactive to July 1, 2001, except that it terminates earlier upon his death, complete disability or resignation with or without good reason, or upon termination by the Company with or without cause. The agreement provides for base compensation of $300,000 per year, of which $200,000 is paid currently and of which $100,000 is earned and accrued by the Company currently but paid at such time as the escrow established in connection with the TMP transaction is terminated or expires or sufficient cash otherwise becomes available. As an inducement for Mr. High to continue his employment with the Company, the agreement also provided for an advance in the amount of $225,000 which is converted to a continuation bonus on January 2, 2003 should Mr. High be an employee of the Company on such date, unless certain events occur before such date as provided in the agreement. The Company accounts for this advance as deferred compensation. The agreement provided for the reduction in the exercise price of 514,412 previously granted options to $.001 per share and for the grant of 10,000,000 additional stock options, also at $.001 per share. The agreement also provided for the payment by the Company of health insurance benefits, long-term disability insurance premiums and life insurance premiums.

If there is a change of control, as defined, of the Company during periods prescribed by the agreement, the Company is required to pay to Mr. High an amount equal to 2.99 times his base salary.

Mr. High agreed that he will not compete with the Company or engage in certain other practices relating to the Company's business during his employment and for one year thereafter.

Mr. High entered into a Non-Competition and Non-Solicitation Agreement with TMP as an inducement for TMP to purchase the Company's assets, for which he was not separately compensated.

We terminated our 401(k) plan effective December 31, 2000. We maintain no other benefit plans.

All of our stock option plans were terminated after the sale of substantially all of our assets to TMP Worldwide Inc. in June 2001.

In fiscal year ended December 31, 2001, Bristol Harbor Investments, LLC ("Bristol Harbor"), formerly known as Cytation LLC, acquired 1,025,000 shares of our Series A Convertible Preferred Stock ("Series A Stock") from three holders ("Holders") for an aggregate purchase price of $10,250. Bristol Harbor is owned equally by Richard A. Fisher, our chairman, and Kevin J. High, our president. In connection with this purchase, we issued to the Holders two year warrants to purchase 1,025,000 shares of its common stock for $.01 per share, and Bristol Harbor issued to us a warrant to purchase 1,025,000 shares of our common stock owned or acquirable by it for $.01 per share. The effect of this transaction is that Messrs. Fisher and High indirectly own a majority (approximately 90%) of the Series A Stock.

On October 15, 2001, we advanced Mr. Fisher $375,000 and Mr. High $225,000 as an inducement for them to remain with the Company as executive officers. Each advance will be converted to a continuation bonus on January 2, 2003 should Mr. Fisher or Mr. High, as the case may be, be an employee of the Company on such date, unless certain events occur before such date as provided in each of their employment agreement.

In fiscal year ended December 31, 2000, our directors unanimously approved the reacquisition of certain assets from ConferenceNow.com Incorporated ("ConferenceNow"), a corporation in which Messrs. Fisher and High were shareholders. The assets had previously been acquired by ConferenceNow from us and were used to develop online conferencing technology. The transaction was entered into in order to enable us to transfer these assets to TMP Worldwide Inc. as part of the sale of substantially all of the our assets to TMP. In connection with the transaction, the Company, Mr. Fisher and Mr. High surrendered their shares of ConferenceNow, and promissory notes issued by Mr. Fisher and Mr. High to the Company in the aggregate amount of $120,000 were cancelled.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 AND MANAGEMENT

The following tables set forth certain information regarding the beneficial ownership of the our voting securities as of July 12, 2002, by (i) each person or entity known to us to own beneficially five percent or more of any series of preferred stock and common stock, (ii) each of the our directors, (iii) each of the our named executive officers, and (iv) all of the our directors and executive officers as a group. Except as otherwise noted, each beneficial owner has sole voting and investment power with respect to the shares shown.

_________________________
(1)  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  Except as indicated, each person possesses sole voting and investment power with respect to all of the shares of preferred stock owned by such person, subject to community property laws where applicable.

(2)  Based on 1,140,000 shares of Series A Preferred Stock issued and outstanding as of July 12, 2002.

(3)  Bristol Harbor Investments, LLC is owned equally by Richard A. Fisher, the Company's chairman and Kevin High, the Company's president.

Proposal Two concerns the amendment of our Certificate of Incorporation to permit us to repurchase all of the Series A Convertible Preferred Stock at a purchase price of $.01 per share plus a common stock purchase warrant to purchase 1,140,000 shares of the our common stock at a price of $.01 per share. The amendment will cancel the right of all of the holders of the Series A Convertible Preferred Stock to the payment of any accrued and unpaid dividends.

An affirmative vote of a majority of the shares of common stock (including 1,140,000 shares of Series A Convertible Preferred Stock voting as common stock) as of the record date properly cast on the proposal and the affirmative vote of at least two-thirds of the issued and outstanding shares of Series A Preferred Stock voting separately as a class is required to approve Proposal 2. Proxies will be voted as indicated on a returned proxy card. Abstentions, votes withheld from the proposal, and broker non-votes will count as votes cast against the proposal and accordingly will affect the outcome of the vote.

The full text of the amendment to our Certificate of Incorporation is printed as Exhibit A, and stockholders should review it before voting.

Background. In 1999, we issued 1,140,000 shares of Series A Convertible Preferred Stock ("Series A Stock") to eight institutional and individual investors in exchange for $4,560,000, or $4.00 per share. Pursuant to the designation of rights and preferences for the Series A Stock as set forth in our restated Certificate of Incorporation, holders of Series A Stock are entitled to a cumulative dividend of 6% per share per annum, if, as and when determined by our Board of Directors, before any dividend shall be set apart or paid on any other capital stock for such year..

In fiscal year ended December 31, 2001, Bristol Harbor Investments, LLC ("Bristol Harbor"), formerly known as Cytation LLC, acquired 1,025,000 shares of Series A Stock from three holders ("Holders") for an aggregate purchase price of $10,250. The Holders waived all rights to accrued and unpaid dividends. Bristol Harbor is owned equally by Richard A. Fisher, our chairman, and Kevin J. High, our president. In connection with this purchase, we issued to the Holders two year warrants to purchase 1,025,000 shares of our common stock for $.01 per share (the "Series A Warrants"), and Bristol Harbor issued to us a warrant to purchase 1,025,000 shares of our common stock owned or acquirable by it for $.01 per share (the "Bristol Harbor Warrant"). The effect of this transaction is that Messrs. Fisher and High indirectly own a majority (approximately 90%) of the Series A Stock.

We are no longer engaged in any activities in which we were engaged during our last three fiscal years and our transition year ended December 30, 2000. We are now principally engaged in exploring the market for a program which provides a range of services to companies that wish to become public and attain reporting company status under the Securities Exchange Act of 1934. We believe that this program will enable private companies to become public in compliance with securities regulations through an alternative to an IPO or reverse merger and thereafter to develop a trading market on Nasdaq, the American Stock Exchange or the new Bulletin Board Exchange ("BBX").

We believe our program addresses many of the aspects of the private-to-public transition. First, the we may be able to arrange for an interim equity investment while the company is still private. Second, private companies will receive support helpful in filing a registration statement with the Securities and Exchange Commission and, more generally, in complying with federal and state securities laws. Concurrently, through the our "Dividend Distribution Program", we will assist private companies in meeting the specific listing requirements of NASDAQ, the American Stock Exchange or the BBX in the development and implementation of a plan with the objective of increasing market capitalization as the stock begins to trade in the aftermarket. We will also seek to help our clients in the aftermarket through a program that provides the foundation for an orderly trading market and an informed marketplace.

If Proposal 2 is approved, we intend to redeem and cancel all of the Series A Stock, including the right to the payment of any accrued and unpaid dividends. This will enable us to pursue our "Dividend Distribution Program" which requires the distribution to our stockholders of shares of common stock of corporations with which we are seeking to enter into consulting relationships. If the Series A Stock remains outstanding, we would be unable to make dividend distributions to the holders of our common stockholders, which is required in order for the program to work, and therefore we would be unable to engage in this proposed business. Upon redemption of the Series A Stock, if approved, we will have no issued and outstanding class of preferred stock.

If Proposal 2 is approved, we will cancel the Bristol Harbor Warrant and issue an additional 115,000 Series A Warrants to the remaining five holders of Series A Stock, such that the total number of Series A Warrants issued and outstanding will be 1,140,000.

If Proposal 2 is approved, the redemption of the Series A Stock will occur automatically without any requirement that the holders tender certificates for their shares of Series A Stock.

PROPOSAL 3

Proposal 3 concerns the amendment of our Certificate of Incorporation to permit stockholder actions by written consent as an alternative to a actions approved at an annual or special meeting of stockholders.

Proposal 3 has been recommended to the stockholders pursuant to a resolution of the Board of Directors approved by all of the directors who constitute "continuing directors" under Article FIFTH of the Certificate of Incorporation and therefore will require for approval the affirmative vote of a majority of the shares of voting stock as of the record date properly cast on the proposal. Proxies will be voted as indicated on a returned proxy card. Abstentions, votes withheld from the proposal, and broker non-votes will count as votes cast against the proposal and accordingly will affect the outcome of the vote.

The full text of the amendment to our Certificate of Incorporation is printed as Exhibit B, and stockholders should review it before voting.

Background. Under Delaware law, any actions required or permitted to be taken by stockholders may be taken (unless a company's Certificate of Incorporation otherwise provides) without a stockholder meeting, without prior notice and without a stockholder vote if written consents setting forth the action to be taken are signed by the holders of stock having the requisite number of votes. The law is intended to permit prompt stockholder action when a majority of the voting interest is held by a relatively small number of stockholders.

Permitting stockholder action by written consent may have the effect of accelerating consideration of a stockholder proposal before the next annual meeting without the need to call a special meeting. However, permitting stockholder action by written consent would mean that not all stockholders will have notice of, and the opportunity to participate in determining, any proposed stockholder action and would enable the holders of a majority of the voting power from using the written consent procedure to take stockholder action unilaterally and without prior notice.

Proposal 4 concerns the amendment of the Company's Certificate of Incorporation to effect a one-for-one hundred fifty reverse stock split. The effect of this proposal would be to reduce the number of issued and outstanding shares of common stock of the Company to approximately 250,000 from 37,361,857.

An affirmative vote of a majority of the shares of voting stock as of the record date properly cast on the proposal is required to approve Proposal 4. Proxies will be voted as indicated on a returned proxy card. Abstentions, votes withheld from the proposal, and broker non-votes will count as votes cast against the proposal and accordingly will affect the outcome of the vote.

The full text of the amendment to our Certificate of Incorporation is printed as Exhibit C, and stockholders should review it before voting.

Background. Our Board of Directors has adopted a resolution declaring the advisability of, and submitting to the stockholders for approval, a proposal to amend our Certificate of Incorporation to effect a recapitalization pursuant to which (i) each one hundred fifty shares of common stock will be automatically converted into one new share of common stock and (ii) the authorized common stock will consist of 2,000,000 shares, $.001 par value. The text of the proposed amendment is set forth in Exhibit C to this proxy statement.

Shares of our common stock do not have preemptive or similar rights. The plan of recapitalization, also referred to as the reverse stock split, will become effective as of 5:00 p.m. EST on the date that the certificate of amendment to our Certificate of Incorporation is filed with the Secretary of State of Delaware. If for any reason our Board of Directors deems it advisable, we may abandon the reverse stock split at any time before we file the amendment to our Certificate of Incorporation, whether before or after the meeting (even if such proposal has been approved by our stockholders).

In lieu of issuing less than one whole share resulting from the reverse stock split to holders of a number of shares not evenly divisible by one hundred fifty, we will determine the fair value of each outstanding share of common stock held immediately before the reverse stock split takes effect. We currently anticipate that the fair value of the outstanding common stock will be based on the average daily closing bid price per share of our common stock as reported by the primary trading market for our common stock for the ten (10) trading days immediately preceding the reverse stock split. In the event our Board of Directors determines that unusual trading activity would cause such amount to be an inappropriate measure of the fair value of our common stock, we may base the fair value of the outstanding common stock on the fair market value of the common stock as reasonably determined in good faith by our Board of Directors. Stockholders who hold a number of shares not evenly divisible by one hundred fifty immediately before the reverse stock split takes effect will be entitled to receive, in lieu of a fractional share, cash in an amount equal to the fair value of the outstanding common stock times the remainder left after dividing their total number of shares by one hundred fifty.

As soon as practicable after the date of the reverse stock split, we will mail payment in the form of a check to each holder of record of a fractional share. Our transfer agent will remit payment for fractional shares held by brokerage firms in "street name". Upon transmittal of this remittance to record and street name holders of our common stock, we will have deemed to have repurchased the fractional shares, whether or not our check is ever endorsed or processed. We will not require any holder of a certificate for our shares of common stock to surrender such certificate in order to receive payment from us for a fractional share.

We do not intend to issue new certificates reflecting the reverse stock split. Stockholders who wish to receive a new stock certificate may request one from our transfer agent, Computershare Investor Services, 350 Indiana Street, Suite 800, Golden, CO 80401, upon surrender of their current certificate or certificates. Computershare Investor Services will charge a minimum fee of $20 for this service. It will not be necessary to have a new, post-reverse split stock certificate to execute a trade of our common stock or to place shares of our common stock into street name at a brokerage firm.

The BBX will have qualitative listing standards and shareholder and shareholder stock ownership requirements, but no minimum share price, income, or asset requirements. In addition, the BBX will have an electronic trading system to allow order negotiation and automatic execution. The BBX's new system is expected to bring increased speed and reliability to trade executions, as well as improve the overall transparency of the marketplace.

The Company believes that the BBX will offer a significant improvement over the OTCBB for qualifying small companies by increasing liquidity in the market for their securities, augmenting the opportunity to raise equity capital, and conferring the recognition of trading on a listed market. Our Board of Directors believes that the BBX would provide a better trading market for our common stock than the OTCBB and, when it is phased out, the "Pink Sheets", and the listing of our common stock on the BBX could improve the liquidity of our common stock.

Listing on the BBX requires an application and approval, which can be withheld in the discretion of the BBX.

Our Board of Directors believes that if the proposed reverse stock split is approved by our stockholders and the reverse split is effected, our common stock will have a greater likelihood of being listed on the BBX. Although there is no specific share price requirement, our board believes that it may be helpful in connection with the application to trade on the BBX for our stock to be trading at a price greater than the $.01 to $.02 per share price that it has traded recently. Reducing the number of shares to approximately 250,000 from in excess of 37,000,000 may have the effect of increasing our share price, although there can be no assurance such a reverse stock split will yield that result.

However, even if the reverse split is effected there can be no assurance that our common stock will be accepted for listing on the BBX. In addition, even if we are successful in listing our common stock on the BBX, there can be no assurance that our common stock will meet the requirements for continued listing on the BBX.

Our Board of Directors also believes that low trading prices of our common stock may have an adverse impact upon the efficient operation of the trading market in our securities. In particular, brokerage firms may charge a greater percentage commission on low-priced shares than that which would be charged on a transaction in the same dollar amount of securities with a higher per share price. Also, we believe that some brokerage firms may be reluctant to recommend purchases of low-priced stock to their clients or make a market in such shares. Such tendencies may adversely affect us. The reverse stock split may lessen these adverse effects if it results in a higher price per share of our common stock. You should note that the effect of the reverse stock split upon the market prices for our common stock cannot be accurately predicted. In particular, there is no assurance that prices for shares of our common stock after the reverse stock split will be one hundred fifty times the prices for shares of our common stock immediately prior to the reverse stock split. Furthermore, we can give no assurance that the reverse stock split will achieve the desired results which we outline herein. Nor can we give any assurance that the reverse stock split will not adversely impact the market price of our common stock or, alternatively, that any increased price per share of our common stock immediately after the proposed reverse stock split will be sustained for any prolonged period of time. In addition, the reverse stock split may have the effect of creating odd lots of stock (i.e., lots of fewer than 100 shares) for some stockholders and such odd lots may be more difficult to sell or have higher brokerage commissions associated with the sale of such odd lots.

In addition, as a result of two previous reverse stock splits prior to our reverse merger into a company which had been public since 1970, we have a significant number of stockholders with minimal ownership positions. For example, we have approximately 800 stockholders who own ten shares or less (with an aggregate market value of approximately $43), including 112 who own one share. We expect that the reverse split will result in a payment for a fractional share to approximately 1,600 stockholders who own in the aggregate less than two-tenths of one percent of our issued and outstanding shares of common stock (approximately 500 shares after the reverse split). The reverse stock split will maintain the ownership positions of the vast majority in interest of our stockholders (approximately 99.98%) but, at the same time, will enable us to reduce substantially our costs of communicating with our stockholders.

Effect of reverse stock split. As a result of the reverse stock split, the number of whole shares of common stock held by stockholders of record as of the close of business on the date of the reverse stock split will be equal to the number of shares of common stock held immediately prior to the close of business on such date divided by one hundred fifty. The reverse stock split will not affect your percentage ownership interest in the Company or proportional voting power, except for minor differences resulting from the payment of cash in lieu of fractional shares. The number of shares of common stock issued and outstanding will be reduced. Consequently, after the reverse stock split the aggregate par value of the issued common stock will be less than before the reverse stock split. Future issuances of common stock may have the effect of diluting the earnings per share and book value per share, as well as the stock ownership and voting rights of our outstanding common stock.

The terms of our common stock and preferred stock, and the rights and privileges of the holders of such shares, will be unaffected by the reverse stock split, except that upon consummation of the reverse stock split, the total number of shares currently reserved for outstanding warrants, grants of stock options and all stock options previously granted would be decreased proportionately by dividing such number by one hundred fifty. The cash consideration payable per share upon exercise of the stock warrants and options would be increased proportionately by multiplying such number by one hundred fifty.

Dissenting stockholders will not have appraisal rights under Delaware law or under our Certificate of Incorporation or by-laws. The reverse stock split may leave certain stockholders with an odd lot of our common stock (i.e., a number of shares less than 100). These shares may be more difficult to sell, or require a greater commission to sell, than shares in multiples of 100.

Our common stock is currently registered under Section 12(g) of the Exchange Act and as a result, we are subject to the periodic reporting and other requirements of the Exchange Act. The reverse stock split will not affect the registration of our common stock under the Exchange Act, and we have no current intention of terminating our registration under the Exchange Act.

United States federal income tax consequences of the reverse stock split. The following is a general description of certain federal income tax consequences of the reverse stock split to our common stockholders who are "United States persons" as defined for United States federal income tax purposes, and who hold our common stock as a capital asset. For United States federal income tax purposes, a "United States person" is a United States citizen or resident alien (as determined under the Internal Revenue Code of 1986, as amended, also referred to as the "Code"), a corporation or partnership organized under the laws of the United States or any state, and any estate or trust subject to United States federal income tax on its income regardless of source.

The summary is based on the Code, the applicable Treasury Regulations promulgated thereunder, judicial authority and current administrative rulings and practices all as in effect on the date of this proxy statement. We have has not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the federal income tax consequences of the reverse stock split.

This discussion is for general information only and does not address aspects of federal income taxation that may be relevant to special classes of taxpayers, such as non-resident aliens, broker-dealers, tax-exempt organizations, banks or insurance companies, or stockholders who acquired their shares of our common stock in connection with the exercise of an employee stock option or right or otherwise as compensation or stockholders who hold our common stock as part of a hedge, straddle or conversion transaction. In addition, this summary does not discuss the tax consequences under the laws of any foreign, state or local jurisdiction. You are urged to consult your own tax advisors as to the federal, state, local and foreign tax consequences to you of the reverse stock split.

We believe that the reverse stock split will constitute a reorganization within the meaning of section 368(a)(1)(E) of the Code. Accordingly, we expect that the reverse stock split will have the following material federal income tax consequences:

1.  No gain or loss will be recognized in the reverse stock split by holders of our common stock upon their receipt of post-split shares of our common stock in exchange for their pre-split shares of our common stock.

2.  Stockholders who receive cash in the reverse stock split will recognize capital gain to the extent that such cash exceeds their adjusted tax basis in the shares of common stock.

3.  The aggregate tax basis in the shares of our common stock received by each of our stockholders in the reverse stock split will be equal to each such stockholder's aggregate tax basis in the shares surrendered in exchange therefor, reduced by any cash received and increased by any gain recognized in the exchange.

4.  The holding period of shares of our common stock received in the reverse stock split will include the period for which the shares surrendered in exchange therefore were held.

5.  We will recognize no gain or loss as a result of the reverse stock split.

Abandonment. Our Board of Directors reserves the right to abandon the proposed amendment without further action by our stockholders at any time before the filing of the certificate of amendment to our Certificate of Incorporation effecting the proposed amendment with the Delaware Secretary of State, notwithstanding authorization of the proposed amendment by our stockholders.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and change in ownership with the Securities and Exchange Commission. Officers, directors and greater-than-ten percent stockholders are required by Securities and Exchange Commission regulations to furnish us with all Section 16(a) forms they file. Based solely on review of the copies of such forms received by the Company, the Company believes that during the fiscal year ended December 31, 2001, all officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements, except as follows: each of Richard Fisher and Kevin High filed a report on Form 4 one month late to report the cancellation of three option grants, the receipt of four option grants and the exercise of four option grants, and each of John Gilece and Christopher Portner filed a report on Form 4 one month late to report the receipt and exercise of one option grant.

No person who has been a director or executive officer since January 1, 2001 has any interest in the adoption of any of the proposals submitted to the stockholders except for Proposal 1, relating to the election of directors, and Proposal 2, pursuant to which an affiliate of two directors will receive a total of $10,250 in exchange for all of the Series A Convertible Preferred Stock owned by it.

It is contemplated that the next annual meeting of stockholders will be held on or about July 15, 2003. Proposals of stockholders intended for inclusion in the proxy statement to be mailed to all stockholders entitled to vote at the next annual meeting of stockholders must be received at our principal executive offices not later than December 31, 2002. In addition, Section 3 of our by-laws requires that a stockholder who wishes to propose an item of business for consideration at the annual meeting must give us written notice of such item of business not less than 60 days nor more than 90 days before the date for such meeting describing any proposal to be brought before such meeting. The procedural requirements are fully set forth in Section 3 of our by-laws. In order to avoid controversy as to the date on which we received a proposal, we suggest that stockholders desiring to submit proposals do so by certified mail, return receipt requested.

INDEPENDENT AUDITORS

The Board of Directors has selected the firm of Radin, Glass & Co., LLP, independent certified public accountants, to serve as independent auditors for the fiscal year ending December 31, 2002. Radin, Glass & Co., LLP and its predecessors have acted as our auditors commencing with the period ending June 30, 1996.

During fiscal 2001, Radin, Glass & Co., LLP provided services in the following categories and amounts:

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The Audit Committee has determined that provision of services to the Company by Radin, Glass & Co. LLP not related to its audit of the Company's financial statements was at all relevant times compatible with that firm's independence.

A representative of Radin, Glass &Co., LLP is not expected to attend the meeting.

The Board of Directors does not intend to present to the annual meeting any business other than the proposals listed herein, and the board was not aware, a reasonable time before mailing this proxy statement to the stockholders, of any other business which may be properly presented for action at the annual meeting. If any other business should come before the annual meeting, the persons present will have discretionary authority to vote the shares they own or represent by proxy in accordance with their judgment.

ADDITIONAL INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). You can inspect and copy these reports, proxy statements and other information at the public reference facilities of the SEC, in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and Suite 1400, Citicorp Center, 500 W. Madison Street, Chicago, Illinois 60661.You can also obtain copies of these materials from the public reference section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The SEC also maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC (http://www.sec.gov).

We will mail, without charge, a copy of our Annual Report on Form 10-KSB for the year ended December 31, 2001 (excluding exhibits) to any stockholder solicited hereby, upon oral or written request, by first class mail within one business day of receipt of such request. Please submit any such written request to: Cytation Corporation, 251 Thames Street, No. 8, Bristol, Rhode Island 02809. Any oral request should be directed to Veronica Szewc, Corporate Secretary, at (401) 254-8800.

Unaudited Financial Statements - June 30, 2002:

     Balance Sheets - June 30, 2002 and December 31, 2001
     Statements of Operations - Three months ended June 30, 2002 and June 30, 2001
     Statements of Operations - Six months ended June 30, 2002 and June 30, 2001
     Statements of Cash Flows - Six months ended June 30, 2002 and June 30, 2001
     Notes to Unaudited Financial Statements