~~UNITED~~U.S. ~~STATES~~ SECURITIES AND EXCHANGE COMMISSION

~~Washington~~ WASHINGON, D.C., 20549

FORM 10-K

[X] ANNUAL REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, ~~2012~~2013

[ ] TRANSITION REPORT ~~UNDER~~PURSUANT ~~SECTION~~TO SECTOPM 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For ~~File~~the ~~No.~~transition ~~333-164882~~period from ______ to_______

COMMISSION FILE NO. 333-164882

CITADEL EFT, INC.

(~~Exact~~Name ~~name~~ of ~~registrant~~small asbusiness ~~specified~~issuer in its charter)

Nevada		80-0473573
(State of other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)
325 College Blvd., Oceanside, California		92057
(Address of Principal Executive Office)		(Zip Code)

NEVADA 80-0473573

~~Registrant’s~~(State ~~telephone~~or ~~number,~~other ~~including~~jurisdiction ~~area~~of ~~code:~~ incorporation (~~714)~~I.R.S. ~~730-8143~~Employer

or organization) Identification No.)

825 College Blvd

Suite 102

Oceanside, CA 92507

(Address principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(714) 730-8143

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: Common Stock $0.00001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined inby Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark whether the ~~issuer~~registrant ishas ~~not~~(i) ~~required~~filed toall ~~file~~ reports ~~pursuant~~required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days. ~~Yes~~ [ X] No Yes [X ] No

~~Indicate~~Check bywhether ~~check~~the ~~mark~~registrant ~~whether~~has ~~the~~submitted ~~issuer~~electronically ~~(1)~~and ~~filed~~posted ~~all~~on ~~reports~~its corporate Website, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section~~posted 13pursuant orto ~~15(d)~~Rule 405 of ~~the~~Regulation ~~Securities~~S-T ~~Exchange~~(§229.405 ~~Act~~ of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2)~~post ~~has been subject to~~ such ~~filing~~files ~~requirements for the past 90 days. Yes~~ [X] NoYes [ ]

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of ~~has~~delinquent ~~submitted~~filers ~~electronically~~pursuant ~~and~~to ~~posted~~Item on405 ~~its~~of ~~corporate~~Regulation ~~Web~~S-K ~~site,~~is ifnot ~~any,~~contained ~~every~~in ~~Interactive~~this ~~Data~~form, ~~File~~and ~~required~~will tonot be ~~submitted~~contained, ~~and posted pursuant~~ to ~~Rule~~the ~~405~~best of ~~Regulation~~registrant's ~~S-T~~knowledge, (§in ~~232.405~~definitive ofproxy ~~this~~or ~~chapter)~~information ~~during~~statements ~~the~~incorporated ~~preceding~~by 12reference ~~months~~in ~~(or~~Part ~~for~~III ~~such~~of ~~shorter~~this ~~period~~Form ~~that~~10-K/A ~~the~~or ~~registrant~~any ~~was~~amendment ~~required~~ to ~~submit~~this ~~and~~Form ~~post such files)~~10-K. ~~Yes~~ [ ] ~~No [ ]~~

Indicate by check mark if disclosures of delinquent filers in response to Item 405 of Regulations S-K is not contained in this form, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] i

1 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated file, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.[ ]

~~Large accelerated filer []~~ Accelerated filer [ ] ~~Non-accelerated filer [ ] Smaller reporting company [X]~~

~~Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b~~Non-2accelerated ~~of the Exchange Act) Yes~~ filer [ ] ~~No [X]~~

~~The~~Smaller ~~aggregate~~reporting ~~market~~company value of the voting stock and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of March 31, 2012, the last business day of our most recently completed second quarter, was approximately $0.[X]

~~ISSUERS~~Indicate ~~INVOLVED~~by INcheckmark ~~BANKRUPTCY~~whether ~~PROCEEDINGS~~the ~~DURING~~registrant ~~THE~~is ~~PAST~~a ~~FIVE~~shell ~~YEARS~~company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

~~N/A~~State the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registant's most recently completed second quarter: March 28, 2013; $1,254,950.00.

~~Check~~The ~~whether~~number ~~the~~of ~~issuer~~shares ~~has~~outstanding ~~filed~~of ~~all~~the ~~documents~~Registrant’s ~~and~~Common ~~reports~~Stock ~~required~~on toJanuary be17, ~~filed~~2013 bywas ~~Section 12~~42,883,913 13shares ~~and 15(d)~~ of ~~the~~common ~~Securities~~stock, ~~Exchange~~par ~~Act of 1934 after the distribution of securities under a plan confirmed by a court~~value$0.00001, ~~Yes~~issued [and ~~] No [ ]~~ outstanding.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class Outstanding as of January 14, 2013 Common Stock, $0.00001 233,824,960 shares

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (i) any annual report to security holders; (ii) any proxy or information statement; and (iii) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (the "Securities Act"). The listed documents should be clearly described for identification purposes (e.g. annual reports to security holders for fiscal year ended December 24, 1990). N/A

~~N/A~~Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]

~~>Transitional Small Business Disclosure Format (Check one): Yes[ ] No [X]~~__________________________________________________________________________

2 ii

TABLE OF CONTENTS

PART I		Page
Item 1	Description of Business	4
Item 1.	Business	2
Item 1A	Risk Factors
Item 1A.	Risk Factors	4
Item 1B	Unresolved Staff Comments	9
Item 1B.	Unresolved Staff Comments	6
Item 2	Properties	9
Item 2.	Properties	7
Item 3	Legal Proceedings	97
Item 4	Mine Safety Regualations	9
Item 4.	Mine Safety Disclosures	7
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6	Selected Financial Data	13
Item 6.	Selected Financial Data	8
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	17
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 8	Financial Statements and Supplementary Data	17
Item 8.	Financial Statements and Supplementary Data	10
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	11
Item 9A	Controls and Procedures	17
Item 9A.	Controls and Procedures	11
Item 9B	Other Information	18
Item 9B.	Other Information	12
PART III
Item 10	Directors, Executive Officers and Corporate Governance	19
Item 10.	Directors, Executive Officers and Corporate Governance	12
Item 11	Executive Compensation	20
Item 11.	Executive Compensation	14
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item 13	Certain Relationships and Related Transactions, and Director Independence	22
Item 13.	Certain Relationships and Related Transactions, and Director Independence	16
Item 14	Principal Accountant Fees and Services	22
Item 14.	Principal Accounting Fees and Services	16
Item 15	Exhibits	23
Item 15.	Exhibits, Financial Statement Schedules	17
	Signatures	2417

~~Forward-Looking Information~~1

~~Unless~~Except ~~otherwise~~for ~~indicated~~statements of historical fact, ~~the~~certain ~~terms~~information contained herein constitutes “~~Citadel~~forward-looking ~~EFT,~~statements” ~~Inc~~within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are usually identified by our use of certain terminology, including “will,” “believes,” “~~Citadel~~may,” “expects,” “~~Company~~should,” “weseeks,” “anticipates,” or “intends,” or by discussions of strategy or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results or achievements to be materially different from any future results or achievements expressed or implied by such forward-looking statements. Such factors include, among others, our history of operating losses and uncertainty of future profitability; our lack of working capital and uncertainty regarding our ability to continue as a going concern; uncertainty of access to additional capital; risks inherent in mineral exploration; environmental liability claims and insurance; dependence on consultants and third parties as well as those factors discussed in the sections entitled “Risk Factors,” “Business,” and “usManagement’s Discussion and Analysis of Financial Condition and Results of Operations.” If ~~are~~one ~~used~~or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated, or projected. Forward-looking statements in this ~~report~~document toare ~~refer~~not toa ~~Citadel~~prediction ~~EFT~~of future events or circumstances, ~~Inc~~and those future events or circumstances may not occur. Given these uncertainties, ausers ~~Nevada~~of ~~corporation~~the information included herein, including investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements. We do not assume responsibility for the accuracy and completeness of these statements.

InAll references in this Annual Report on Form 10-K (“to the ~~Report”),~~terms “we ~~may make certain forward-looking statements~~,” ~~including statements regarding~~ “our ~~plans~~,” ~~strategies~~“us,” ~~objectives~~“CDFT,” ~~expectations, intentions~~ and ~~resources that are made pursuant to~~ the ~~safe~~“Company” ~~harbor~~refer ~~provisions of the Private Securities Litigation Reform Act of 1995. We do not undertake~~ to ~~update~~Citadel EFT, ~~revise or correct any of the forward-looking information~~Inc. ~~The following discussion should also be read in conjunction with the audited consolidated financial statements and the notes thereto.~~

~~The~~AVAILABLE statements contained in this Report that are not historical fact are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements contained herein are based on current expectations that involve a number of risks and uncertainties. These statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “intend,” “plan,” “could,” “is likely,” or “anticipates,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. We wish to caution the reader that these forward-looking statements that are not historical facts are only predictions. No assurances can be given that the future results indicated, whether expressed or implied, will be achieved. While sometimes presented with numerical specificity, these projections and other forward-looking statements are based upon a variety of assumptions relating to the business of Citadel, which, although considered reasonable by us, may not be realized. Because of the number and range of assumptions underlying our projections and forward-looking statements, many of which are subject to significant uncertainties and contingencies that are beyond the reasonable control of us, some of the assumptions inevitably will not materialize, and unanticipated events and circumstances may occur subsequent to the date of this report. These forward-looking statements are based on current expectations and we assume no obligation to update this information. Therefore, our actual experience and the results achieved during the period covered by any particular projections or forward-looking statements may differ substantially from those projected. Consequently, the inclusion of projections and other forward-looking statements should not be regarded as a representation by us or any other person that these estimates and projections will be realized, and actual results may vary materially. There can be no assurance that any of these expectations will be realized or that any of the forward-looking statements contained herein will prove to be accurate.INFORMATION

3 Citadel EFT, Inc. files annual, quarterly, current reports, proxy statements, and other information with the Securities and Exchange Commission (the "Commission"). You may read and copy documents referred to in this Annual Report on Form 10-K that have been filed with the Commission at the Commission's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also obtain copies of our Commission filings by going to the Commission's website at http://www.sec.gov.

PART I1

Item 1. ~~DESCRIPTION OF BUSINESS.~~

~~History and~~ Business ~~Development~~

WeBUSINESS were incorporated under the laws of the state of Nevada as Citadel EFT, Inc., on September 1, 2009. Even though we were incorporated recently, prior to our incorporation, our predecessor company was organized as a sole proprietorship in 1989 and since 1989 has been conducting the same business operations we continue to do now. We provide credit card terminals and merchant account services to retailers. Revenues are generated by residual percentages earned from contracted merchants that we are associated with. In 2009, we changed our fiscal year end from December 31 to September 30.DEVELOPMENT

~~Our~~We ~~principal~~were ~~executive~~incorporated ~~office~~under isthe ~~located~~laws atof ~~325~~the ~~College~~state ~~Blvd.~~of Nevada as Citadel EFT, ~~Oceanside~~Inc., ~~California~~on September 1, ~~92057~~2009. ~~This~~Even isthough ~~our~~we ~~mailing~~were ~~address~~incorporated asrecently, ~~well.~~prior ~~Our~~to ~~telephone~~our ~~number~~incorporation, isour ~~(714)~~predecessor ~~730-8143.~~company ~~Our~~was ~~website~~organized isas ~~http://www.citadelbankcard.com.~~a ~~Our~~sole ~~Registered~~proprietorship ~~agent~~in ~~for~~1989 ~~service~~and ofsince ~~process~~1989 ishas been conducting the ~~National~~same ~~Registered~~business ~~Agents~~operations ~~Inc.~~we ofcontinue ~~NV,~~to ~~located~~do atnow. We ~~1000~~provide ~~East~~credit ~~William~~card ~~Street,~~terminals ~~Suite~~and ~~204,~~merchant ~~Carson~~account ~~City,~~services ~~Nevada~~to ~~89701~~retailers. Revenues ~~Our~~are ~~fiscal~~generated ~~year~~by ~~end~~residual ispercentages ~~September~~earned 30from contracted merchants with which we are associated.

~~Amendment~~Our toprincipal ~~Articles~~executive ofoffice ~~Incorporation~~is located at 825 College Blvd, Suite 102, Oceanside, CA 92507. This is our mailing address as well. Our telephone number is (714) 730-8143. ~~Series~~Our Awebsite ~~Preferred~~is http://www.citadelbankcard.com. ~~Stock~~Our Registered agent for service of process is the National Registered Agents Inc. of NV, located at 1000 East William Street, Suite 204, Carson City, Nevada 89701. Our fiscal year end is September 30.

~~Effective~~RECENT December 19, 2011, our Board of Directors approved an amendment to the designation of 51,000,000 shares of Series A preferred stock. We previously filed a designation of Series A preferred stock designating 51,000,000 shares of the authorized 100,000,000 shares of preferred stock as Series A preferred stock (the “Amendment to Designation”). Each share Series A preferred stock is capable of being converted into one share of common stock and has certain preferences with regards to liquidation and dividends. The Series A preferred stock had voting rights of two hundred votes per share of Series A preferred stock. The Amendment to Designation merely changes the conversion price of each preferred share into one share of common stock to $0.00001. The Amendment to Designation will not affect the number of our issued and outstanding common shares. The Amendment to Designation was filed with the Nevada Secretary of State on December 30, 2011. DEVELOPMENTS

~~Amendment~~On October 24, 2012, the Company purchased a material asset consisting of artwork and sports memorabilia. The asset was independently appraised prior to ~~Articles~~the completion of ~~Incorporation~~the -purchase ~~Series~~by BSports and Entertainment Marketing Group (“SMEG”) of Florida at total value of $5,002,000. CThe Company obtained a second independent appraisal (the Doty Scott Enterprises report) which differed in its evaluation of the asset, and Dsubsequently ~~Preferred~~impaired ~~Stock~~the value of the purchase to $2,972,000.

Effective September 26, 2012, our Board of Directors approved the designation of the following series of preferred stock: (i) 10 shares of Series B preferred stock, par value $0.00001; (ii) 30,000,000 shares of Series C preferred Stock, par value $0.00001; and (iii) 18 shares of Series D preferred stock, par value $0.00001 (the “Designation”). The Designation was filed with the Nevada Secretary of State on September 26, 2012. 3

~~Series B Preferred Stock.~~ The ~~shares~~consideration offor ~~Series~~this Bpurchase ~~preferred~~was ~~stock~~through dothe ~~not~~issuance ~~have~~of ~~any~~restricted ~~conversion~~Preferred ~~rights. The shares of~~ Series BC ~~preferred~~ stock ~~have voting rights~~. InThe ~~the~~Company ~~event~~filed ata ~~least~~Form ~~one~~8-K ~~share~~disclosure ofdetailing ~~Series B preferred stock is issued and outstanding, then~~ the ~~total~~transaction ~~aggregate~~on ~~issued~~EDGAR ~~shares~~on ofSeptember ~~Series B preferred stock at any given time~~27, ~~regardless~~2012. ofThis ~~their~~report ~~number,~~may ~~shall~~be ~~have~~viewed ~~voting~~on ~~rights~~www.sec.gov ~~equal~~under toCitadel ~~two times the sum of: (i) the total number of shares of common stock which are issued and outstanding at the time of voting~~EFT, ~~plus ii) the total number of shares of any preferred stocks which are issued and outstanding at the time of voting~~Inc. ~~Each individual share of Series B preferred stock will therefore have its proportional vote of the Series B preferred stock ass described under the subsection~~filings.

4TRANSFER AGENT

~~Series~~Our Ctransfer ~~Preferred~~agent ~~Stock.~~is ~~The~~Island ~~shares~~Stock ~~of Series C preferred stock have certain liquidation rights. Upon our liquidation~~Transfer, dissolution or winding up, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series C preferred stock, the holders of the Series C preferred stock shall be entitled to be paid out of our assets an amount equal to $1.00 per share or, in the event of an aggregate subscription by a single subscriber for Series C preferred stock in excess of $100~~,000,~~ ~~$0.997~~Second ~~per~~Avenue ~~share (as adjusted for any stock dividends~~South, ~~combinations,~~Suite ~~splits~~705S, ~~recapitalizations and the like with respect to such shares) (the “Preference Value”), plus all declared but unpaid dividends, for each share of Series C preferred stock held by them~~St. ~~The~~ ~~Series C preferred stock shall have conversion rights. Each share of Series C preferred stock shall be convertible~~Petersburg, atFlorida any time, and/or from time to time, into the number of shares of the Company’s common stock, par value $0.00001 per share, equal to the price of the Series C preferred stock, divided by the par value of the common stock, subject to adjustment as may be determined by our Board of Directors from time to time (the “Conversion Rate”). And, the Series C preferred stock shall have voting rights. Each share of Series C preferred stock shall have ten votes for any election or other vote placed before our shareholders. Shares of Series C preferred stock may not be converted into shares of common stock for a period of: a) six (6) months after purchase, if we voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or b) twelve (12) months if we do not file such public reports.33701

Series D Preferred Stock. The shares of Series D preferred stock have certain liquidation rights. Upon any liquidation, dissolution or winding up, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series D preferred stock, the holders of the Series D preferred stock shall be entitled to be paid out of our assets an amount equal to $1.00 per share or, in the event of an aggregate subscription by a single subscriber for Series D preferred stock in excess of $100,000, $0.997 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) (the “Preference Value”), plus all declared but unpaid dividends, for each share of Series D preferred stock held by them. The shares of Series D preferred stock have conversion rights. Each share of Series D preferred stock shall be convertible, at any time, and/or from time to time, into the number of shares of our common stock, par value $0.00001 per share, equal to the price of the Series D preferred stock, divided by the par value of the common stock, subject to adjustment as may be determined by the Board of Directors from time to time (the “Conversion Rate”). . Each share of Series D preferred stock shall have ten votes for any election or other vote placed before our shareholders. Shares of Series D preferred stock may not be converted into shares of common stock for a period of: a) six (6) months after purchase, if we voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or b) twelve (12) months if we do not file such public reports.2

~~Amendment~~CURRENT toBUSINESS ~~Articles of Incorporation - Series C Preferred Stock~~OPERATIONS

~~Effective~~Our ~~November~~primary 6,business ~~2012,~~is ~~our Board of Directors approved an amendment to~~ the ~~designation~~processing of ~~Series~~credit Ccard ~~preferred~~payments ~~stock~~(“Merchant toServices”). ~~increase~~Our ~~the~~revenues ~~number~~are ofprincipally ~~shares~~derived from ~~30,000,000~~a topre-negotiated ~~70,000,000~~and ~~shares~~contracted ofpercentage ~~Series~~rate Cfor ~~preferred~~each ~~stock,~~sales ~~par~~transaction ~~value~~that ~~$0.00001~~our ~~(the~~merchant-client ~~“Amendment~~completes toby ~~Designation”).~~credit ~~The~~card ~~Amendment~~or todebit ~~Designation~~card ~~was~~swipe. Merchant ~~filed~~processing ~~with~~contracts ~~the~~are ~~Nevada~~generally ~~Secretary~~uniform ofas ~~State~~to onterms ~~November 7, 2012. All other rights, preferences~~ and ~~limitations~~rates; ofhowever ~~the~~some ~~Series~~contracts Ccontain ~~preferred~~slight ~~stock~~variations ~~remain~~in ~~valid~~rate and ~~binding~~terms.

~~Business Overview and Current Operations~~Employees

WeAs ~~have~~of ~~merchant-clients that use our terminals to process their credit card transaction which has allowed us to be profitable, even in our infancy. A further drop in U.S. economic activity beyond~~ the ~~severe~~date ~~slowdown since 2008, which has continued through most~~ of ~~2011,~~this ~~will~~Annual ~~undoubtedly have an effect on our revenues~~Report, as we make our money principally on “residuals”. Residuals are based off a pre-negotiated and contracted percentage rate for each transaction that our merchant-client incurs by its customers. Although we have aone ~~standard~~full ~~contract,~~time ~~the rates at which we have negotiated with each of our merchant-clients may vary slightly~~employee.

5 Government Regulation

~~The~~We ~~main~~do ~~challenges~~not weoffer ~~face~~access to credit or credit services, but rather merely transactional services. As such we are ~~continued~~not ~~competition~~subject ~~from~~to ~~new~~federal ~~entrants~~or ~~into~~state consumer credit protection regulations, nor other such regulations, except as they may be applicable to businesses generally or directly applicable to electronic commerce. However, the ~~industry~~Internet is increasingly popular. As a result, it is possible that a number of laws and ~~limiting~~regulations ~~our~~may ~~exposure~~be adopted with respect to ~~any~~the ~~erosion~~Internet. ofThese ~~our~~laws ~~client~~may ~~base~~cover issues such as auser ~~result~~privacy, freedom of ~~any~~expression, ~~possible~~pricing, ~~further~~content ~~deterioration~~and quality of products and services, taxation, advertising, intellectual property rights and information security. Furthermore, the ~~economy~~growth of electronic commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online services to establish privacy policies. The Federal Trade Commission has also initiated action against at least one online service regarding the manner in which personal information is collected from users and provided to third parties. We will not provide personal information regarding our users to third parties. However, the adoption of such consumer protection laws could create uncertainty in Web usage and reduce the demand for our products.

~~Our~~We ~~other~~are ~~chief~~not ~~concern~~certain ishow ~~competition.~~business ~~Our~~may ~~industry~~be ~~has~~affected ~~relatively~~by ~~low~~the ~~barriers~~application toof ~~entry.~~existing Welaws ~~believe~~governing ~~this~~issues ~~may~~such ~~lead~~as property ownership, incopyrights, ~~the~~encryption ~~near-term~~and other intellectual property issues, and import and export matters. The vast majority of such laws were adopted prior to the advent of the Internet. As a ~~further~~result, ~~splintering~~they do not contemplate or address the unique issues of ~~this~~the ~~market~~Internet ~~industry,~~and ~~but~~related technologies. Changes in ~~the~~laws ~~mid-~~intended to ~~long-term~~address ~~will~~such ~~lead~~issues tocould create uncertainty in the Internet market place. Such uncertainty could reduce demand for services or increase the cost of doing business as a ~~consolidation~~result ~~through~~of ~~mergers~~litigation ~~and~~costs ~~acquisitions~~or ~~within~~increased ~~this~~service ~~industry~~delivery costs. In Weaddition, ~~believe~~because ~~that~~our byservices ~~streamlining~~are ~~our~~available ~~operations~~over ~~into~~the ~~one~~Internet ~~public~~in ~~vehicle~~multiple states, other jurisdictions may claim that we ~~will~~are berequired to qualify to do business in each such state. We are qualified to do business in all 50 states. Our failure to qualify in a ~~better~~jurisdiction ~~position~~where it is required to ~~maximize~~do so could subject it to taxes and penalties. It could also hamper our ~~value~~ability ~~during~~to ~~this~~enforce ~~foreseen~~contracts ~~splintering~~in such jurisdictions. The application of laws or regulations from jurisdictions whose laws currently apply to our business could have a material adverse effect on our business, ~~and~~results ~~then~~of ~~consolidating~~operations ~~phases~~and financial condition.

~~Services~~Other than the foregoing, ~~Products~~no governmental approval is needed for our electronic merchant services and ~~Customers~~our business conducted via our website.

We provide credit card merchant services to our client base. Our market consists of established and new businesses. They are composed of large companies consisting of over 100,000 Visa and MasterCard transactions per month and smaller companies with only a few thousand transactions per month. We believe the marketplace will stagnate in the short run, and by 2011 begin to grow again as new businesses start. We have approximately 1,700 merchants with approximately $7 million a month in Visa and MasterCard charges. The merchants are diverse in their geographic location and in the scope of what they do. Competition

~~Marketing~~Our industry is highly competitive and ~~Sales~~we compete with major financial institutions and other large merchant services organization as well as new entrants into the industry, which puts additional pressure on the Company’s price points (the contracted percentage rates) and our customer service to our merchant customers. The market for our services has relatively low barriers to entry, and the larger competitors have sufficient market power to affect the price of services. This may lead to a further splintering of this market, which may lead to consolidations through mergers and acquisitions within this industry.

~~Internet~~Major ~~advertising~~competitors ~~has~~within ~~been~~our ~~the~~market ~~greatest~~are ~~marketing~~North ~~and~~American ~~sales-generating~~Bankcard, ~~vehicle.~~United WeBankcard, ~~plan~~Bank toof ~~continue~~America, toCard ~~spend~~Services ~~more~~International ~~advertising~~and ~~dollars~~Merchant ~~on Internet advertising~~Warehouse.

We will also use marketing experts to generate new clients for Citadel. This includes but is not limited to using blogs, chat rooms, internet promotion companies, search engine placement, opt-in email promotion, self- producing web sites, and referrals.3

We ~~“give~~maintain ~~away”~~an ~~the~~aggressive ~~terminal.~~internet ~~The~~marketing ~~reason~~program ~~for~~to ~~this~~attract isnew ~~that~~clients ~~most~~supported ofby ~~the~~personal ~~money~~service weand ~~generate is through residuals. Residuals are~~ a ~~percentage~~commitment ofto ~~the~~keeping ~~customer~~our ~~base~~administrative ofcosts ~~credit card transactions. For example, if merchant A has $100,000 in credit card sales, Citadel will make a residual on each transaction of every customer that uses their credit card~~ at ~~merchant~~minimum ~~A’s location. The amount is based on the quote given~~ to ~~merchant~~keep A.our ~~The~~price ~~typical~~points ~~amount earned on each account is based on many factors including the discount rate, transaction fee, and the mid- and non-qualified rates~~competitive. ~~The~~However ~~mid-~~we ~~and non-qualified rates~~ are ~~for~~seeking ~~business,~~possible ~~government,~~acquisition and ~~foreign~~merger ~~card~~partners ~~transactions.~~to ~~The~~diversify ~~mid-qualified~~our ~~are~~business ~~for~~into ~~reward cards and keyed-in transactions. Also included are the compliance fees, annual fees, monthly minimums, statement fees~~ to ~~name~~strengthen aour ~~few.~~core ~~Visa and MasterCard have over one hundred different categories depending on the type of card used~~activities. ~~Terminals are not held in inventory by Citadel. The entire cost of the terminal is expensed upon delivery to the customer.~~

~~Once~~Item a merchant is contracted with Citadel EFT and the processing company, the merchant can avail himself to an 800 number, provided to Citadel’s merchant-clients by a third-party vendor, for inquiries on statements1A. ~~There~~RISK is also an online statement at mymerchantdata.com where merchants can view their statements online. It is a transitional period which typically takes 1 day from submission of the application to the approval. The terminals are preprogrammed and shipped to the merchant for ease of use. They will receive a starter packet in the mail with Visa and MasterCard decals, instructions on ordering supplies and preventing fraud. FACTORS

WeAn ~~plan~~investment toin ~~acquire~~our ~~smaller~~common ~~companies~~stock ~~with~~involves ~~their~~a ~~merchant~~number ~~base~~of ~~along~~very ~~with~~significant ~~their~~risks. ~~residuals,~~You ~~for~~should ~~either~~carefully ~~cash,~~consider ~~stock~~the orfollowing arisks ~~combination~~and ofuncertainties ~~both.~~in ~~Typically~~addition ato ~~merchant~~other ~~base~~information ~~buyout~~in isevaluating ~~based~~our oncompany ~~the~~and ~~target~~its ~~company’s~~business ~~monthly~~before ~~residual~~purchasing ~~volume~~shares of our common stock. Our business, ~~merchant~~operating ~~type~~results and ~~length~~financial condition could be seriously harmed due to any of ~~time~~the infollowing ~~business~~risks. The ~~buyout~~risks ~~ratio~~described isbelow ~~anywhere~~are ~~from~~all 15of tothe 25material ~~times~~risks ~~the~~that ~~monthly~~we ~~residual.~~are Wecurrently ~~see~~aware ~~this~~of asthat aare ~~way~~facing our company. Additional risks not presently known to ~~grow~~us ~~profits~~may asalso ~~well~~impair asour ~~hire~~business ~~new~~operations. ~~sales~~You ~~associates~~could tolose ~~promote~~all ~~the~~or ~~Citadel~~part ~~EFT~~of ~~brand~~your investment due to any of these risks.

6RISKS RELATED TO OUR BUSINESS

We ~~implemented~~may ~~our~~need ~~web~~additional ~~and~~financing ~~advertising strategy from October – December of 2010~~ to ~~increase~~expand ~~awareness of~~ our ~~service~~business ~~offering~~plan. While we already have an operational website at http://www.citadelbankcard.com our web strategy will consist of attempts to increase the traffic to our existing site, in particular through the use of web PR firms which can provide search engine optimization services. Search engine optimization is a specialized service wherein the PR firm will re-configure the site, its html coding and its links, to “optimize” or maximize the placement order of the site in search engine results for such search engines as msn, Google, Yahoo and Bing.

~~Competition~~Our business plan calls for substantial investment and cost in connection our plan to diversify our core business. While we believe we have sufficient funds to carry out our current plans, unforeseen expenses, an expansion operations could require additional operating capital. While we are working on an arrangement for additional financing and we can provide no assurance to investors that we will be able to find additional financing if required. Obtaining additional financing would be subject to a number of factors, including market prices, investor acceptance of our business plan, and investor sentiment. These factors may make the timing, amount, terms or conditions of additional financing unfavorable to us. The most likely source of future funds would be through the sale of additional equity capital and loans. Any sale of additional shares will result in dilution to existing stockholders while incurring additional debt will result in encumbrances on our property and future cash flows.

~~Our~~Because ~~other~~there ~~chief concern~~ is ~~competition.~~no ~~Our~~assurance ~~industry~~when ~~has~~we ~~relatively low barriers to entry. We believe this may lead, in the near-term, to a further splintering of this market industry, but in the mid- to long-term~~ will ~~lead~~generate ~~to a consolidation through mergers and acquisitions within this industry. We believe that by streamlining our operations into one public vehicle~~revenues, we ~~will~~may bedeplete ~~in a better position to maximize~~ our ~~value~~cash ~~during~~reserves ~~this foreseen splintering,~~ and ~~then~~not ~~consolidating~~have ~~phases.~~sufficient ~~Our~~outside ~~main~~sources ~~competitors~~of ~~are~~capital ~~companies~~to inensure ~~our~~success ~~field~~ of ~~operations who advertise on the Internet. Currently~~ our ~~competitors~~expansion ~~are North American Bankcard, United Bankcard, Bank of America, Card Services International and Merchant Warehouse~~plans.

~~Contractual~~Marketing ~~Relations~~and sales campaigns may fail resulting in financial loss curtailing our ability to conduct on-going marketing programs to produce additional revenues.

~~Effective~~The ~~September~~Company ~~27,~~engages ~~2012,~~in wean ~~entered~~aggressive ~~into~~marketing aand ~~preliminary~~sales ~~asset~~program ~~purchase~~through ~~agreement (~~the ~~"September~~use ~~2012~~of ~~Agreement")~~outside ~~with~~marketing ~~Art~~and totelemarketing Goservices, ~~Inc.,~~as awell ~~New~~as ~~York~~targeted ~~corporation~~advertising ~~("ATG").~~in ~~ATG~~key ~~sold~~markets ~~various~~both ~~memorabilia to us~~ in ~~consideration~~media ~~for~~and ~~the~~internet ~~issuance by us to ATG of 1,200,000 shares of Series C preferred stock~~marketing. ~~Effective~~There ~~September~~are ~~27,~~no ~~2012,~~assurances ~~our~~that ~~Board~~these ofprograms ~~Directors~~will ~~authorized~~result in the ~~issuance~~expansion of anclient ~~aggregate~~base ~~1,200,000~~which ~~shares~~is ofnot ~~Series~~likely ~~C preferred stock~~ to ~~ATG~~produce ~~in accordance with the terms and provisions of the September 2012 Agreement~~growth.

OnBy ~~October~~providing ~~24,~~merchant ~~2012~~services, we ~~entered~~assume ~~into a further asset purchase agreement (~~the ~~"October~~risk ~~2012 Agreement") with ATG. In accordance with the terms and provisions~~ of ~~the~~financial October 2012 Agreement: (i) ATG sold all of its right, title and interest in a various sports memorabilia collection (the "Asset"); and (ii) we shall issue to ATG 2,800,000 shares of our Series C preferred stock to ATGlosses. See "Item Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities." A total of 4,000,000 shares of Preferred Series C stock were issued in October as total consideration.

~~Government~~Independent ~~Regulation~~sales organizations (ISO), also called merchant service providers, work with merchants to open and manage a credit-card processing account. As an ISO we are responsible for the account and assume, at minimum, some liability, including but not limited to fraud, insolvency of the merchant, chargebacks, and consumer complaints.

WeOur ~~are~~planned ~~not~~operations ~~currently~~involve ~~subject~~expansion to direct federal, state or local regulation other than regulations applicable to businesses generally or directly applicable to electronic commerce. However, the Internet is increasingly popular. As a result, it is possible that a number of laws and ~~regulations~~development ~~may be adopted with respect to the Internet. These laws may cover issues such as user privacy, freedom~~ of ~~expression,~~other ~~pricing,~~lines ~~content and quality~~ of ~~products and services~~business, ~~taxation, advertising, intellectual property rights~~ and ~~information~~there security. Furthermore, the growth of electronic commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online services to establish privacy policies. The Federal Trade Commission has also initiated action against at least one online service regarding the manner in which personal information is ~~collected~~no ~~from~~guarantee ~~users~~that ~~and~~any ~~provided~~such toactivity ~~third parties. We~~ will ~~not~~result ~~provide personal information regarding our users to third parties. However, the adoption of such consumer protection laws could create uncertainty~~ in ~~Web~~commercial ~~usage and reduce the demand for our products~~success.

7In order to hedge against the effects of stringent competition, the Company plans to expand its core business activities by merger or acquisition, there is no guarantee that we will be successful in acquiring other ISO’s, or in the event of expansion into new lines of business that any of such ventures will be commercially profitable.

WeCompetition are not certain how business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, and import and export matters. The vast majority of such laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws intended to address such issues could create uncertainty in the Internet market place. Such uncertainty could reduce demand for ~~services~~new ~~or increase the cost of doing~~ business aslines ~~a result of litigation costs or increased service delivery costs. In addition, because our services are available over the Internet in multiple states, other jurisdictions~~ may ~~claim~~prevent ~~that~~us wefrom ~~are~~acquiring ~~required toqualify to do business in each~~ such ~~state.~~additional ~~We are qualified to do business in all 50 states~~interests. Our failure to qualify in a jurisdiction where it is required to do so could subject it to taxes and penalties. It could also hamper our ability to enforce contracts in such jurisdictions. The application of laws or regulations from jurisdictions whose laws currently apply to our business could have a material adverse effect on our business, results of operations and financial condition.

~~Other~~Significant ~~than~~and increasing competition exists for merger and acquisition of ISO’s throughout the ~~foregoing~~world. Some of the competitors are large, nomore ~~governmental~~established ~~approval~~companies iswith ~~needed~~substantial ~~for~~capabilities ~~our~~and ~~electronic~~greater ~~merchant~~financial ~~services~~resources, operational experience and ~~our~~technical ~~business~~capabilities ~~conducted~~than ~~via~~us. As a result of the competition, we may be unable to acquire smaller ISO’s or to exploit additional attractive partners on terms we consider acceptable. Increased competition could adversely affect our ~~website~~ability to attract necessary capital funding or acquire any interest in additional operations that would in commercial success.

We ~~are~~have at a ~~competitive~~history ~~disadvantage~~of inoperating ~~relation~~losses toand ~~many~~there ofcan ~~these~~be ~~larger~~no ~~competitors,~~assurance ~~for~~we ~~the~~will ~~following~~be ~~reasons:~~profitable in the future.

·We have a history of operating losses, expect to continue to incur losses, and may never be profitable. Further, we have been dependent on sales of our equity securities to meet our cash requirements. We have incurred losses totaling $41,354,990 from September 1, 2009 (inception) to September 30, 2013. During the year ended September 30, 2013, we incurred losses of $15,022,326, including a net operating loss of $266,261 and a non-operating expense of $14,756,065 primarily due to the unwinding of an asset acquisition which was not consummated. Further, we do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that: (i) the costs to acquire merger partners are more than we currently anticipate; or (ii) we encounter greater costs associated with general and administrative expenses or offering costs.

Since our industry runs on very low margins, a larger firm with more clients is better able to use economies of scale in reducing their cost of services, such as the purchasing of terminals and fees paid to processors. 4

·We are dependent on current management in the event of resignation, disability or incapacitation we may not be able to carry out our business plan.

~~Larger~~Management ~~firms~~consists ~~are~~of ~~able~~Gary toDeRoos, ~~use~~who ~~their~~is ~~size~~the assole aofficer ~~marketing~~of ~~point~~the ~~with~~Company. ~~prospective~~Mr. ~~merchant~~DeRoos is an at-~~clients,~~will ~~equating~~employee ~~their~~who ~~size~~may ~~with~~resign ~~stability~~at any time and ~~other~~since ~~attractive~~there ~~traits~~are no employment contracts, he is free to accept employment with our competitors without limitation.

·Nevada law and our articles of incorporation may protect our directors from certain types of lawsuits.

~~Larger~~Nevada ~~firms~~law ~~are~~provides ~~able~~that our officers and directors will not be liable to ~~withstand~~us aor ~~greater~~our ~~number~~stockholders offor ~~their~~monetary ~~clients’~~damages ~~defections~~for ~~than~~all webut ~~are,~~certain types of conduct as ~~each~~officers ~~client~~and ~~represents~~directors, aincluding ~~larger~~gross ~~percentage~~negligence ofand will full misconduct. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our ~~client~~business ~~base~~to ~~than~~the itfullest ~~does~~extent ~~for~~provided aor ~~larger~~allowed ~~operator~~by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, ~~forcing~~poor judgment or other circumstances. The indemnification provisions may require us to beuse ~~more~~our ~~responsive~~limited assets to defend our ~~merchant-clients~~officers ~~respective~~and ~~demands~~directors against claims, ~~which~~including ~~puts~~claims ~~pressure~~arising onout ~~our~~of ~~ability~~their tonegligence, ~~increase~~poor ~~prices~~judgment, or other circumstances.

·RISKS RELATED TO OUR COMMON STOCK

~~Most,~~Sales ~~though~~of ~~not~~a ~~all,~~substantial ~~larger~~number ~~firms~~of ~~have~~shares ~~other~~of ~~businesses~~our ~~besides~~common ~~credit~~stock ~~card~~into ~~processing,~~the ~~and~~public ~~are~~market ~~therefore~~by ~~not~~certain asdtockholders ~~singularly~~may ~~dependent~~tesult in significant downward pressure on the ~~success~~price of ~~their~~our ~~credit~~common ~~card~~stock ~~processing~~and ~~business~~could asaffect weyour ~~are~~ability onto ~~ours~~realize the current trading price of our common stock.

· Sales of a substantial number of shares of our common stock in the public market by certain stockholders could cause a reduction in the market price of our common stock. As of the date of this Annual Report, we have 42,883,913 shares of common stock issued and outstanding.

~~Some~~As ~~large~~of ~~firms~~the date of this Annual Report, ~~such~~there are 42,883,913 outstanding shares of our common stock, which 659,922 are restricted securities as ~~Bank~~that term is defined in Rule 144 under the Securities Act of ~~America~~1933, ~~can~~as amended (the “~~bundle~~Securities Act”). ~~various~~Although ~~financial~~the ~~services~~Securities ~~for~~Act ~~their~~and ~~clients,~~Rule ~~including~~144 ~~banking,~~place ~~lending,~~certain ~~and~~prohibitions ~~payroll~~on ~~and~~the ~~tax~~sale ~~preparation~~of restricted securities, ~~together~~restricted ~~with~~securities ~~credit~~may ~~card~~be ~~processing.~~sold Weinto ~~cannot~~the public market under certain conditions. 6

WeAny ~~intend~~significant todownward ~~attempt~~pressure toon ~~overcome~~the ~~these~~price ~~challenges~~of ~~and~~our ~~competitive~~common ~~disadvantages~~stock as the selling stockholders sell their shares of our common stock could encourage short sales by: the selling stockholders or others. Any such short sales could place further downward pressure on the price of our common stock.

·The trading price of our common stock on the OTCQB will fluctuate significantly and stockholders may have difficulty reselling their shares.

~~Acquiring~~As ~~smaller~~of ~~companies~~the ~~with~~date ~~their~~of ~~merchant~~this ~~base~~Annual ~~along~~Report, our common stock trades on the OTCQB There is a volatility associated with ~~their~~OTCQB ~~residuals,~~securities ~~although~~in ~~nothing~~general ~~has~~and ~~been~~the ~~contemplated~~value ~~through~~of ~~2012.~~your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) disappointing results from operations or development efforts; (ii) failure to meet our revenue or profit goals or operating budget; (iii) decline in demand for our common stock; (iv) downward revisions in securities analysts' estimates or changes in general market conditions; (v) technological innovations by competitors or in competing technologies; (vi) lack of funding generated for operations; (vii) investor perception of our industry or our prospects; and (viii) general economic trends; and (ix) commodity price fluctuation.

·In addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment.

Increasing advertising in markets that we don’t currently pursue: we will advertise in trade magazines as well as business publications such as Entrepreneur magazine and Inc. magazine, and newspaper publications such as the Wall Street Journal. 5

·Additional issuance of equity securities may result in dilution to our existing stockholders.

~~Continuing~~Our toArticles ~~“give~~of ~~away”~~Incorporation, as amended, authorize the ~~terminal~~issuance toof ~~approved~~1,100,000,000 ~~merchants~~shares of common stock and 250,000,000 shares of preferred stock. The ~~reason~~Board ~~for~~of ~~this~~Directors ishas ~~that~~the ~~most~~authority to issue additional shares of our capital stock to provide additional financing in the ~~money~~future weand ~~generate~~the isissuance ~~through~~of ~~residuals.~~any ~~Residuals~~such ~~are~~shares may result in a ~~percentage~~reduction of the ~~customer~~book ~~base~~value or market price of ~~credit~~the ~~card~~outstanding ~~transactions~~shares of our common stock. If we do issue any such additional shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders. As a result of such dilution, your proportionate ownership interest and voting power will be decreased accordingly.

·Reverse Stock Split

~~Using~~On ~~marketing~~May ~~experts~~23 2013, the Board of Directors , pursuant to ~~generate~~unanimous ~~new~~written ~~clients.~~consent ~~This~~resolutions ~~includes~~authorized ~~but~~and isapproved ~~not~~a ~~limited~~reverse tostock ~~using~~split ~~blogs~~of one for every twelve thousand (1:12,000) ~~chat~~of ~~rooms~~our total issued and outstanding shares of common stock (the “Reverse Stock Split”). On May 23, ~~social~~2013, ~~networks~~a ~~such~~shareholder asholding ~~Facebook~~a Series B Preferred share exercised his super voting rights pursuant to said Preferred Stock thereby voting the aggregate majority of the total issued and ~~Twitter,~~outstanding ~~internet~~shares ~~promotion~~of ~~companies~~common ~~such~~stock asof ~~Media760,~~the ~~search~~Corporation ~~engine~~pursuant ~~placement~~to written consent resolutions authorized and approved the Reverse Stock Split. The Reverse Stock Split was effectuated based on market conditions and upon a determination by the Corporation’s Board of Directors that the Reverse Stock Split was in our best interests and those of the shareholders. Certain factors were discussed among the members of the Board of Directors concerning the need for the Reverse Stock Split, ~~opt~~including: (i) current trading price of the Corporation’s shares of common stock on the OTC Bulletin Board and potential to increase the marketability and liquidity of the Corporation’s common stock; (ii) possible reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients or to hold in ~~email~~their ~~promotion,~~own ~~self~~portfolios; and (iii) desire to meet future requirements of per-share ~~producing~~price ~~web~~and ~~sites,~~net tangible assets and ~~referrals.~~shareholders’ equity relating to admission for trading on other markets;

·The Reverse Stock Split was effectuated on June14, 2013 following the filing of the appropriate documentation with FINRA. The Reverse Stock Split decreased our total issued and outstanding shares of common stock from 178,324,960 to 14,860 shares of common stock. The par value of the common stock remained unchanged: $0.00001.

~~Offering~~The ~~our~~trading ~~clients~~price ~~low~~for ~~transaction~~our ~~fees~~common ~~and~~shares ~~pricing.~~is volatile.

·Securities of micro- and small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. Our share price is also likely to be significantly affected by short-term changes in economic growth or results of operations as reflected in its quarterly earnings reports. Other factors unrelated to our performance that may have an effect on the price of its common shares include the following: the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow our securities; the lessening in trading volume and general market interest in our securities may affect an investor's ability to trade significant numbers of common shares; the size of our public float may limit the ability of some institutions to invest in our securities; and a substantial decline in the price of its common shares that persists for a significant period of time could cause our securities to be delisted from the OTCQB, further reducing market liquidity. As a result of any of these factors, the market price of our common shares at any given point in time may not accurately reflect our long-term value.

~~Contracting~~Item ~~outbound telemarketers~~1B. UNRESOLVED STAFF COMENTS

·None as of this report.

~~Hiring stock promotion companies and announcement services.~~ 6

·Item 2. PROPERTY

~~Joining~~Our ~~professional~~principal ~~associations~~office ~~such~~space asis ~~the~~located ~~Chamber~~at of325 ~~Commerce~~College Blvd, Suite 102, Oceanside, California, 92057. The office space is for corporate identification, mailing, and courier purposes only and is provided to us at no cost. The office and services related thereto may be cancelled at any time.

·Item 3. LEGAL PROCEEDINGS

~~Forming~~Management ~~Internet~~is ~~partnerships~~not aware of any legal proceedings contemplated by ~~exchanging~~any ~~website~~governmental ~~promotions~~authority or any other party involving us or our properties. As of the date of this Annual Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

~~With~~Item ~~these~~4. ~~marketing~~MINE ~~plans~~SAFETY ~~in place, we feel that we will increase our merchant base and therefore increase our profits.~~ DISCLOSURES

~~Employees~~None

WePART ~~had 1 employee, the principal owner of Citadel, as of January 14, 2013. Our employee is not covered by collective bargaining agreements and we consider our employee relations to be good.~~ II

~~Patents,~~MARKET ~~Trademarks~~FOR ~~and~~COMMON ~~Copyrights~~EQUITY

WeShares ~~currently~~of ~~hold~~our nocommon ~~patents~~stock ~~covering~~commenced trading on the OTCQB under the symbol “CDFT:QB.” The market for our ~~business~~common stock is limited, and can be volatile. The following table sets forth the high and low prices relating to our common stock on a quarterly basis for the periods indicated as quoted on the OTCQB. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.

Item 1A. RISK FACTORS


Fiscal Year
2012			High		Low
Fourth Quarter	07-01-12 to 9-30-12	$	540.00	$	204.00
Third Quarter	04-01-12 to 06-30-12	$	1,500.00	$	300.00
Second Quarter	01-01-12 to 03-31-12	$	3,240.00	$	241.00
Frist Quarter	12-31-11 to 02-28-12	$	2,280.00	$	240 .00

Not applicable


Fiscal Year
2013			High		Low
Fourth Quarter	07-01-13 to 9-30-13	$	10.50	$	2.40
Third Quarter	04-01-13 to 06-30-13	$	142.80	$	2.40
Second Quarter	01-01-13 to 03-31-13	$	277.20	$	18.00
First Quarter	12-31-12 to 02-28-13	$	240 .00	$	15.60

~~Item~~As ~~1B.~~of ~~UNRESOLVED~~September ~~STAFF~~30, ~~COMMENTS~~2013, we had 342 shareholders of record of our common stock, including shares held by brokerage clearing- houses, depositories, or otherwise in unregistered form.

~~None~~7

~~Item~~DIVIDEND ~~2. DESCRIPTION OF PROPERTY~~POLICY

~~Our~~No ~~principal~~dividends ~~corporate~~have ~~offices~~ever ~~were~~been ~~relocated~~declared atby ~~325~~the ~~College~~Board ~~Blvd.,~~of ~~Oceanside,~~Directors ~~California,~~on ~~92057~~our common stock. We ~~believe~~The ~~that~~Board of Directors has declared a cash dividend on our ~~current~~Series ~~space~~“A” isPreferred ~~suitable,~~Stock. ~~adequate~~For ~~and~~the ofyear ~~sufficient~~ended ~~capacity~~it topaid ~~support~~$325,000 ~~our~~in ~~current~~cash ~~operation~~dividends on this class of stock.

~~Item3.~~SECURITIES ~~LEGAL~~AUTHORIZED ~~PROCEEDINGS~~FOR ISSUANCE UNDER COMPENSATION PLANS

~~Periodically,~~We wedo ~~may be involved in legal proceedings arising in the normal course of business. As of the date of this Report, we are currently~~ not ~~involved~~have inan ~~any~~equity ~~pending,~~compensation ~~material legal proceedings~~plan.

~~Item~~RECENT 4.SALES ~~MINE~~OF ~~SAFETY~~UNREGISTERED ~~RULES~~SECURITIES

~~This~~As ~~item~~of isthe ~~not~~date ~~applicable.~~of this Annual Report and during fiscal year ended September 30, 2013, we issued:

~~PART~~- II7,431,000 shares of our common stock in the acquisition of an asset, which has since been repudiated;

~~Item~~- ~~5. MARKET FOR THE REGISTRANT’S COMMON EQUITY~~6,000 ~~RELATED~~common ~~STOCKHOLDER~~shares ~~MATTERS~~were ~~AND~~issued ~~ISSUER~~for ~~PURCHASES OF EQUITY SECURITIES~~services;

~~Market~~- ~~for~~28,400,000 ~~Common~~common ~~Stock~~shares were issued to retire preferred stock;

~~Prior to the effective date of our Registration Statement on Form S~~-1, ~~on September 29~~4, ~~2010~~446,998 noSeries ~~public~~C ~~market~~Preferred inStock ~~our~~for ~~common~~the ~~stock~~purchase ~~existed. Effective in June~~ of ~~2011,~~an ~~our~~art ~~common~~and ~~stock~~memorabilia iscollection, ~~quoted~~which onincludes ~~the~~cost ~~OTC~~of ~~Markets’~~consultants ~~OTCQB~~to ~~stock~~purchase ~~quotation service under~~ the ~~symbol CDFT.~~ collection;

9 - 8,800 Series C Preferred Stock for cash; and

~~Set~~ ~~forth~~- ~~below~~20,000 ~~are~~Series ~~the~~E ~~close~~Preferred ~~prices~~shares for ~~each quarter for the Common Stock as reported by the CDFT.OB for the year ended September 30, 2012:~~services

Each issuance described above was done to Section 4(a)(2) of the Securities Act of 1933, as amended.

~~The~~ITEM ~~source of these close prices was the OTC Bulletin Board~~6. ~~These~~SELECTED ~~quotations~~FINANCIAL reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not represent actual transactions. The high and low prices listed have been rounded up to the next highest two decimal places.DATA

ItNot is anticipated that the market price of our common stock will be subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market for the products we distribute, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance. On January 11, 2013, the closing price of our common stock as reported by the OTC Bulletin Board was $0.0024 per share. Trading on our Common Stock is extremely limited and sporadic. Therefore, prices are not an accurate indication of the market value of our Common Stock. applicable

~~Holders~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATION RESULTS OF OPERATION

As12 ofMonth ~~January~~Period ~~14,~~Ended ~~2012~~September 30, ~~there~~2013 ~~were~~Compared ~~approximately~~to 5012 ~~holders~~Month ofPeriod ~~record~~Ended ofSeptember ~~our~~30, ~~common stock.~~2012

~~Dividend~~Our ~~Policy~~net loss of $15,022,326 for the 12 month period ended September 30, 2013, including a loss from operations of $266,261 compared to net loss of $1,894,240 during the twelve month period ended September 30, 2013, of which all was an operating loss. During the twelve months periods ended September 30, 2013 and 2012, we generated $ 419,414 net revenues from continuing operations as compared to $493,442, a reduction of 15% primarily due to a continued soft economy.

AsDuring of the ~~date~~twelve ofmonth ~~this~~period ~~prospectus~~ended September 30, 2013, we ~~have~~incurred ~~not~~operating ~~paid~~expenses ~~any~~of ~~cash~~$ ~~dividends~~685,674 compared to ~~stockholders.~~$2,387,642 ~~The~~incurred ~~declaration~~during ofthe ~~any~~twelve ~~future~~month ~~cash~~period ~~dividend~~ended ~~will~~September be30, at2012, ~~the~~a ~~discretion~~decrease of ~~our~~$1,701,968, ~~board~~These expenses incurred during the twelve month period ended September 30, 2013 primarily consisted of ~~directors~~the ~~and~~following: ~~will~~$598,091 ~~depend~~in ~~upon~~fees ~~our~~for ~~earnings~~professional service, ifincluding ~~any~~but limited to, ~~our~~attorneys’ ~~capital~~fees; ~~requirements~~fees associated with transfer agent activity and ~~financial~~accounting ~~position,~~and consulting services. The balance of our ~~general~~operating ~~economic~~expenses ~~conditions~~$87,583 ~~and~~were ~~other~~for ~~pertinent~~general ~~conditions~~and administrative charges. ItThe isreduction ~~our~~in ~~present~~operating ~~intention~~expense ~~not~~as compared to ~~pay~~year ~~any~~ended ~~cash~~September ~~dividends~~30, 2012 came principally from the reduction in the ~~foreseeable~~use ~~future~~of consultants $525,302 ~~but~~for ~~rather~~year toending ~~reinvest~~September ~~earnings~~30, if2013 ~~any~~as compared to $2,054,850 inat ~~our~~year ~~business~~end ~~operations~~2012.

~~Equity~~Additional ~~Compensation~~income ~~Plan~~was ~~Information~~ incurred during the twelve month period ended September 30, 2013 of $ 106,499, as compared to none in year ended September 30, 2012. Other income during the twelve month period ended September 30, 2013 consisted of: (i) gain on extinguishment of debt $85,269, (ii) gain of $21,230 on the sale of tradable stock held in other corporations.

~~Effective~~The onCompany ~~September~~incurred ~~30,~~a ~~2012~~non-operating expense of $14,862,564. This expense represents the ~~Board~~value of ~~Directors~~7, ~~authorized~~431,000 ~~and~~shares ~~approved~~of ancommon ~~amendment~~stock issued to ~~our~~the ~~2011~~holder ~~Non-Qualified~~of ~~Stock~~certain ~~Incentive~~1934 ~~Plan~~US ~~(the~~Gold ~~Stock~~Treasury ~~Option~~Bonds. ~~Plan),~~After ~~under~~issuing ~~which~~the anshares ~~aggregate~~in consideration of ~~100~~the purchase,~~000,000~~ the Company and the Seller of ~~our~~the ~~shares~~bonds were unable to determine a method of ~~common~~monetization ~~stock~~for ~~may~~the beasset ~~issued~~and the purchase was unwound. ~~During~~The ~~fiscal~~Company ~~year~~is ~~ended~~in ~~September~~the ~~30,~~process ~~2012,~~of securing the ~~Board~~return of ~~Directors~~the ~~did~~shares ~~not~~as ~~authorize~~both parties have agreed to the ~~grant~~nullification of ~~any~~the ~~stock options~~transaction. The value of the shares has been expensed, pending their recovery.

~~On September 19, 2012, we filed an S-~~8 ~~registration statement with the Securities and Exchange Commission registering an aggregate of 100,000,000 stock options under the Stock Option Plan.~~

~~The~~Therefore, ~~purpose~~this ofresulted ~~the~~in ~~Stock~~a ~~Option~~net ~~Plan~~loss isapplicable to ~~enhance~~common ~~our~~shares ~~long-term~~during ~~stockholder~~the ~~value~~twelve bymonth ~~offering~~period ~~opportunities~~ended toSeptember ~~our directors~~30, ~~officers,~~2013 ~~employees~~of ~~and~~$15,022,326, ~~eligible~~($1.57) ~~consultants~~per toweighted ~~acquire~~average ~~and~~share) ~~maintain~~compared ~~stock~~to ~~ownership~~a innet ~~order~~loss applicable to ~~give~~common ~~these~~shares ~~persons~~during the ~~opportunity~~twelve tomonth ~~participate~~period inended ~~our~~September ~~growth~~30, ~~and~~2012 ~~success~~of $1,894,240, ($ ~~and~~117.00) toper ~~encourage~~weighted ~~them~~average toshare ~~remain~~post inreverse ~~our service~~split.

10LIQUIDITY AND CAPITAL RESOURCES

~~The~~Twelve ~~Stock~~Month ~~Option~~Period ~~Plan~~Ended isSeptember ~~to be administered by our Board of Directors or a committee appointed by and consisting of one or more members of the Board of Directors~~30, which shall determine (i) the persons to be granted stock options under the 2012 Stock Option Plan; (ii) the number of shares subject to each option, the exercise price of each stock option; and (iii) whether the stock option shall be exercisable at any time during the option period or whether the stock option shall be exercisable in installments or by vesting only. The Stock Option Plan provides authorization to the Board of Directors to grant stock options to purchase a total number of shares of our common stock not to exceed 100,000,000 shares as at the date of adoption by the Board of Directors of the Stock Option Plan. At the time a stock option is granted under the Stock Option Plan, the Board of Directors shall fix and determine the exercise price at which shares of our common stock may be acquired.2013

~~Recent~~As ~~Sales~~ of ~~Unregistered~~September ~~Securities~~30, 2013, our current assets were $53,709. Our current liabilities were $2,093, which resulted in a working capital of $51,616.

~~Consultant~~Stockholders’ ~~Agreements~~equity (deficit) decreased from $(67,396) for fiscal year ended September 30, 2012 to $(3,023,616) for the period ended September 30, 2013.

InCash ~~October,~~Flows ~~2011,~~from weOperating ~~issued 1,000,000 shares of common stock to a consultant for services rendered. We recorded stock based compensation of $50,000 related to the closing price on the date of issuance of $0.05.~~ Activities

InFor ~~November,~~the ~~2011,~~twelve wemonth ~~issued~~period ~~2,050,000~~ended ~~shares~~September of30, ~~common stock to two consultants for services rendered. We recorded stock based compensation of $84~~2013,~~000~~ ~~based~~net oncash ~~the~~flows ~~respective~~provided ~~closing~~by ~~prices~~operating onactivities ~~the~~was ~~dates of issuance of~~ $0249,008.04 ~~and $0.08.~~

InCash ~~December,~~Flows ~~2011,~~from weInvesting issued an additional 2,000,000 shares a consultant that was issued shares in October 2011 for services rendered. We recorded stock based compensation of $300,000 based on the respective closing price on the date of issuance of $0.15. Activities

InFor ~~February,~~the ~~2012,~~twelve wemonth ~~issued~~period ~~6,000,000~~ended ~~shares~~September to30, ~~a consultant for services rendered. We recorded the stock based compensation of $960~~2013,~~000~~ ~~based~~net oncash ~~the~~provided ~~respective~~by ~~closing~~investing ~~price~~activities onwas ~~the date of issuance of~~ $~~0.16.~~ 21,230

InCash ~~May~~Flows ~~2012,~~from weFinancing ~~issued 450,000 shares to a consultant for services rendered. We recorded the stock based compensation of $14,850 based on the respective closing price on the date of issuance of $0.03.~~ Activities

~~During~~Cash ~~the~~used ~~year~~in ~~ended~~financing ~~September~~activities ~~30, 2012, we issued a further 27,500,000 common shares to various consultants~~ for ~~services. We~~the ~~recorded~~period ~~compensation~~was ~~expense of~~ $~~495~~303,000 ~~based on the closing price of $0~~.~~018 per share on the issuance dates of the shares.~~

~~The~~Plan ~~shares~~ of ~~common~~Operation ~~stock were issued to the consultants as United States residents in reliance on Section 4(2)~~ and Regulation D promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The consultants acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from the Corporation’s management concerning any and all matters related to acquisition of the securities. Funding

~~Series~~The Baccompanying ~~Preferred~~financial ~~Stock~~statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has reported a net loss from operations of $266,261 for the twelve month period ended September 30, 2013, a total shareholders’ deficit of $3,023,616 and total current assets in excess of current liabilities of $51,616 as of September 30, 2013

~~Effective~~Management ~~September~~expects 27, 2012, our Board of Directors authorized the future issuance of an aggregate one (1) share of Series B preferred stock to DeRoos for control purposes. The one share of Series B preferred stock was issued at a per share price of $0.00001 in November 2012. The share of Series B preferred stock was issued to Mr. DeRoos as a United States resident in reliance on Section 4(2) promulgated under the Securities Act. The share of Series B preferred stock has not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. DeRoos acknowledged that ~~the~~domestic ~~securities to be issued have not been registered under the Securities Act, that he understood the~~ economic ~~risk~~conditions ofwill animprove ~~investment~~throughout ~~in the securities, and that he had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities~~2014.

11While we have been able to manage our working capital needs with cash and stock, additional financing is required in order to meet our current and projected cash flow requirements from operations. We cannot predict whether this new financing will be in the form of equity or debt. We may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments.

~~Series~~Financing Ctransactions ~~Preferred~~may ~~Stock~~include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and any downturn in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.

Issuance to Mr. DeRoos. In September 2012, the Board of Directors further authorized future issuance of the 40,000,000 shares to Series C preferred stock to Mr. DeRoos based for future rendering of the outstanding services, leadership and innovative business operational strategies provided by DeRoos and his continuous dedication and loyalty to us. The 40,000,000 shares of Series C preferred stock were issued at a per share price of $0.00001 in November 2012. The shares of Series C preferred stock was issued to DeRoos as a United States resident in reliance on Section 4(2) promulgated under the Securities Act. Neither the shares of Series C preferred stock nor the underlying common stock have been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. DeRoos acknowledged that the securities to be issued have not been registered under the Securities Act, that he understood the economic risk of an investment in the securities, and that he had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities. 9

Issuance to ATG. Effective September 12, 2012, the Board of Directors of the Company authorized the issuance of an aggregate 1,200,000 shares of Series C preferred stock to ATG in accordance with the terms and provisions of the September 2012 Agreement. The 1,200,000 shares of Series C preferred stock were issued to ATG at a per share price of $0.00001 after the finalization of the asset purchase agreement in October 2012. The shares of Series C preferred stock were issued to ATG as a United States resident in reliance on Section 4(2) promulgated under the Securities Act. Neither the shares of Series C preferred stock nor the underlying common stock have been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. ATG acknowledged that the securities to be issued have not been registered under the Securities Act, that it understood the economic risk of an investment in the securities, and that it had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities. Inflation

~~Issuance~~We todo ~~ATG. Effective~~not ~~October~~believe ~~24,~~that ~~2012,~~inflation ~~our~~has ~~Board~~had ofa ~~Directors~~material ~~authorized~~effect ~~the~~on ~~further~~our ~~issuance of an aggregate 2~~business,~~800,000~~ ~~shares~~financial ofcondition ~~Series~~or Cresults ~~preferred stock to ATG in accordance with the terms and provisions~~ of ~~the October 2012 Agreement~~operations. ~~The~~If ~~2,800,000~~our ~~shares~~costs ~~of Series C preferred stock~~ were ~~issued~~ to ~~ATG~~become atsubject ~~a per share price of $0.00001. The shares of Series C preferred stock were issued~~ to ~~ATG~~significant asinflationary apressures, ~~United~~we States resident in reliance on Section 4(2) promulgated under the Securities Act. Neither the shares of Series C preferred stock nor the underlying common stock have been registered under the Securities Act or under any state securities laws and may not be ~~offered~~able orto ~~sold~~fully ~~without~~offset ~~registration~~such ~~with~~higher ~~the~~costs ~~United~~through ~~States~~price ~~Securities~~increases. ~~and~~Our ~~Exchange~~inability ~~Commission~~ or anfailure ~~applicable exemption from the registration requirements. ATG acknowledged that the securities~~ to bedo ~~issued~~so ~~have~~could ~~not~~adversely ~~been~~affect ~~registered~~our ~~under the Securities Act~~business, ~~that~~financial itcondition ~~understood the economic risk of an investment in the securities,~~ and ~~that~~results ~~it had the opportunity to ask questions~~ of ~~and receive answers from our management concerning any and all matters related to acquisition of the securities~~operations.

~~PENNY~~Off- ~~STOCK~~Balance ~~RULES~~Sheet Arrangements

~~The~~We ~~Securities~~do ~~and~~not ~~Exchange~~have ~~Commission~~any ~~has~~off-balance ~~also~~sheet ~~adopted~~arrangements ~~rules~~ that ~~regulate~~have ~~broker-dealer~~or ~~practices in connection with transactions in penny stocks. Penny stocks~~ are ~~generally~~reasonably ~~equity~~likely ~~securities~~to ~~with~~have a ~~price~~current ofor ~~less~~future ~~than~~effect ~~$5.00~~on ~~(other~~our ~~than~~financial ~~securities~~condition, ~~registered~~changes onin ~~certain~~financial ~~national~~condition, ~~securities~~revenues ~~exchanges~~ or ~~quoted~~expenses, onresults ~~the~~of ~~Nasdaq~~operations, ~~system~~liquidity, ~~provided~~capital ~~that~~expenditures ~~current~~or ~~price~~capital ~~and~~resources ~~volume~~that ~~information~~are ~~with~~material ~~respect~~ to ~~transactions in such securities is provided by the exchange or system)~~investors.

ADisclosure purchaser is purchasing penny stock which limits the ability to sell the stock. Our shares constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of ~~penny~~Contractual stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.Obligations

12The Company does not have any significant contractual obligations which could negatively impact our results of operations and financial condition.

~~The~~Item ~~penny~~7A. ~~stock~~QUANTITATIVE ~~rules~~AND ~~require~~QUALITATIVE aDISCLOSURES ~~broker-dealer,~~ABOUT ~~prior~~MARKET to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which: (i) contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading; (ii) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended; (iii) contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading penny stocks; and (vi) contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;RISK>

~~The~~Not broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer: (i) the bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer's accountapplicable.

InPART addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.II

Item 68. ~~SELECTED~~ FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~This~~The ~~item~~financial isstatements ~~not~~and ~~applicable~~schedules ~~for~~are ~~smaller~~included ~~reporting~~herewith ~~companies~~commencing on page F-1-F-12 at the end of this document.

~~Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~10

~~The~~Item following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those financial statements appearing elsewhere in this Form 10-K9. ~~This~~CHANGES ~~discussion~~IN ~~contains~~AND ~~forward-looking~~DISAGREEMENTS ~~statements~~WITH ~~that~~ACCOUNTANTS ~~involve~~ON ~~significant~~ACCOUNTING ~~risks~~AND ~~and~~FINANCIAL uncertainties. As a result of many factors, our actual results may differ materially from those anticipated in our forward-looking statements. . Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. DISCLOSURE

~~GENERAL~~On September 16, 2013, the Company engaged Keeton CPA to replace its prior independent accountant, Malone Bailey, LLP as a disagreement arose between the auditors and management. The disagreement was disclosed in Form 8K and subsequently accepted without further comment on an 8K/A filed on November 6, 2013 It is summarized below:

We ~~have~~engaged ~~merchant-clients~~Paul ~~that~~Marquez ~~use~~and ~~our~~Daniel ~~terminals~~Jordan toof ~~process~~nationalbizval.com ~~their~~("Nationalbizval") ~~credit~~to ~~card~~evaluate ~~transaction~~a ~~which~~certain ~~has~~asset ~~allowed~~of usthe ~~to be profitable~~Company, ~~even~~consisting inof ~~our~~five ~~infancy.~~United AStates ~~further~~Treasury ~~drop~~Bonds inbacked ~~U.S.~~by ~~economic~~the ~~activity~~full ~~beyond~~faith ~~the~~and ~~severe~~credit ~~slowdown~~of ~~since~~the ~~2008~~United ~~that~~States ~~has~~government ~~continued~~(the ~~into~~"US ~~much~~T-Bonds"). ofNationalbizval ~~2012~~provided ~~will~~us ~~undoubtedly~~with ~~have~~a an99 ~~effect~~page onfinal ~~our~~report ~~revenues,~~of astheir wefindings ~~make~~dated ~~our~~September ~~money~~1, ~~principally~~2013 on(the ~~“residuals”~~"Valuation Report"). ~~Residuals~~Malone ~~are~~Bailey ~~based~~subsequently ~~off~~disagreed awith ~~pre-negotiated~~the ~~and~~value ~~contracted~~assessed ~~percentage~~by ~~rate~~Nationalbizval ~~for~~of ~~each~~the ~~transaction~~US ~~that our merchant~~T-~~client~~Bonds ~~incurs~~contained byin ~~its~~the ~~customers~~Valuation Report. ~~Although~~The weCompany's ~~have~~Board aof ~~standard~~Directors ~~contract,~~has discussed the ~~rates~~subject atmatter ~~which~~of wethis ~~have~~disagreement ~~negotiated~~ with ~~each~~Malone ofBailey ~~our~~which, ~~merchant-clients~~as ~~may~~was ~~vary slightly~~unresolved.

13 On September 20, 2013, we engaged new internal accountants, which fully impaired the bonds relying on ASC 825-10 since they could not obtain a verifiable price that would be paid to redeem the five 1934 Morgenthau Gold Treasury Bonds. In October, the purchase was retroactively nullified by the parties and their valuation is no longer a matter of disagreement.

~~The~~Item ~~main~~9A. ~~challenges~~CONTROLS weAND ~~face are continued competition from new entrants into the industry, and limiting our exposure to any erosion of our client base as a result of any possible further deterioration of the economy.~~PROCEDURES

~~Our~~Evaluation ~~other chief concern is competition. Our industry has relatively low barriers to entry. We believe this may lead, in the near-term, to a further splintering~~ of ~~this~~Disclosure ~~market~~Controls ~~industry, but in the mid- to long-term will lead to a consolidation through mergers~~ and ~~acquisitions within this industry~~Procedures. ~~We believe that by streamlining our operations into one public vehicle, we will be in a better position to maximize our value during this foreseen splintering, and then consolidating phases.~~

~~EXECUTIVE~~We ~~OVERVIEW~~carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective due to the material weakness described below to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Our~~Management’s ~~specific~~Report ~~goal is to continue the expansion of our business by increasing our customer base of merchant-clients and continue to be~~ on ~~the~~Internal ~~lookout~~Control ~~for~~over ~~acquisition~~Financial ~~targets in the form of assets and businesses that would add to our business objectives~~Reporting.

~~RESULTS~~Management OFis ~~OPERATION~~responsible for the fair presentation of the financial statements of Citadel EFT. Management is also responsible for establishing and maintaining a system of internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

~~Revenues~~(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Citadel;

		Year Ended September 30, 2012				Year Ended September 30, 2011				Change				%
Revenues		$	493,442			$	459,770			$	33,672				7.3

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Citadel are being made only in accordance with authorizations of our management and directors; and

~~Revenues~~(iii) provide ~~increased~~reasonable byassurance ~~$33,672,~~regarding prevention or ~~7.3~~timely ~~percent~~detection toof ~~$493,442~~unauthorized ~~for the year ended September 30~~acquisition, ~~2012~~use ~~from~~or ~~$459,770~~disposition ~~for the previous year ended September 30, 2011. The revenue rate increased due to the number~~ of ~~clients~~assets ~~and~~that ~~the~~could ~~Visa/MasterCard~~have ~~volume~~a ~~for~~material ~~our~~effect high volume customers. Revenues are reported net of amounts paid to sponsor banks, as well as interchange and assessments paid to credit card associations (MasterCard and Visa) under revenue sharing agreements pursuant to which such parties receive payments based primarily on ~~processing~~the ~~volume~~financial ~~for particular groups of merchants~~statements.

~~Operating~~Management ~~Expenses~~conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded our internal control over financial reporting was not effective as of September 30, 2013.

		Year Ended September 30, 2012				Year Ended September 30, 2011				Change				%
Operating expenses		$	2,387,682			$	24,913,836			$	(22,526,154)				90.4%

Material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weakness.

Our operating expenses decreased from $24,913,836 for the year ended September 30, 2011 to $2, 387,682 for the year ended September 30, 2012. Our largest expenditure for both periods was executive compensation which consisted primarily of stock based compensation to our sole officer, Mr. Gary DeRoos of $24,445,000 during 2011 and other consultants of $1,903,850 during 2012.11

~~Thus~~As ~~our~~of ~~net~~September ~~loss~~30, ~~for~~2013, ~~fiscal~~we ~~year~~did ~~ended~~not ~~September~~maintain 30effective controls over the control environment. The Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert. We did not maintain the following controls: sufficient policies and procedures over the administration of our accounting and fraud risk policies, ~~2012~~and ~~was~~a ($sufficient segregation of duties to decrease the risk of inappropriate accounting since there is only 1 employee. Since these entity level programs have a pervasive effect across the organization, ~~894~~management has determined that these circumstances constitute a material weakness. Additionally,~~240)~~ ~~compared~~this tocontrol deficiency could result in another material weakness that could result in a ~~net~~material ~~loss~~misstatement of ~~($24,456,706)~~the ~~during~~financial ~~fiscal~~statements ~~year~~that ~~ended~~would ~~September~~not ~~30,~~be ~~2011.~~prevented or detected.

~~CAPITAL~~This ~~RESOURCES~~annual ~~AND~~report ~~LIQUIDITY~~does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only the management's report in this annual report.

AsChanges ~~of September 30, 2012, our current assets were $80,279 and our current liabilities were $147,675, which resulted~~ in aInternal ~~working~~Control ~~capital~~Over ~~deficit~~Financial ~~of $67,396~~Reporting. ~~As of September 30, 2012, current assets were comprised of:~~

14There have been no changes to our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ended September 30, 2013 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Beginning ~~(i)~~with ~~$42~~September 20,~~871~~ in2013, ~~cash~~the Company engaged Executive Support and ~~cash~~Services ~~equivalents;~~Group, Corp (ii“ESSG”) ~~$34,205~~to inperform ~~accounts~~the ~~receivable;~~day ~~and~~to ~~(iii)~~day ~~$3,203~~accounting inof ~~tax~~the ~~receivable~~Company. As part of ~~September~~the ~~30,~~engagement ~~2012,~~ESSG ~~our~~is ~~current~~tasked ~~liabilities~~to ~~were~~assist ~~comprised~~the ofCompany ~~$147,675~~ in ~~accounts~~strengthening ~~payable~~its internal accounting procedures consistent with generally accepted accounting principles, and ~~accrued~~to ~~liabilities.~~assist the firm in completing it financial reporting.

AsItem ~~of September 30, 2012, our total assets were $80,279 comprised of current assets~~9B. ~~The~~OTHER ~~decrease in total assets during fiscal year ended September 30, 2012 from fiscal year ended September 30, 2011 was primarily due to a decrease in cash.~~ INFORMATION

AsNot ~~of September 30, 2012, our total liabilities were $147,675 comprised entirely of current liabilities~~applicable. The increase in liabilities during fiscal year ended September 30, 2012 from fiscal year ended September 30, 2011 was primarily due to the increase in accounts payable and accrued liabilities relating to obligations under consulting agreements.

~~Stockholders’~~PART ~~deficit increased from $82,994 as of September 30, 2011 to ($67, 396) as of September 30, 2012.~~ III

~~Cash~~Item ~~Flows~~10. ~~from~~DIRECTORS, ~~Operating~~EXECUTIVE ~~Activities~~OFFICERS AND CORPORATE GOVERNANCE

~~For~~IDENTIFICATION ~~fiscal~~OF ~~year~~DIRECTORS ~~ended~~AND ~~September~~EXECUTIVE 30, 2012, cash provided by operating activities was approximately $148,539 as compared to cash used in operating activities of $58,276 for fiscal year ended September 30, 2011. Our working capital deficit was $67,396 at September 30, 2012 as compared to working capital of $82,994 at September 30, 2011; due to larger accruals for consulting agreements entered into at September 30, 2012. We recorded the following non-cash charges during 2012 and 2011: share-based compensation of approximately $1, 903,850 as compared to $24, and 460,600 for 2011.OFFICERS

~~Cash~~All ~~Flows~~of ~~from~~our ~~Financing~~directors ~~Activities~~hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.

~~For~~Our ~~the~~directors ~~year~~and ~~ended~~executive ~~September 30~~officers, ~~2012,~~their ~~cash used~~ages ~~in financing~~and ~~activities~~positions ~~was~~held ~~$160,000~~are ~~for dividends paid to Mr. DeRoos on the preferred series A stock,~~ as ~~compared to $0 for the year ended September 30, 2011.~~ follows:

~~PLAN~~Name OFAge ~~OPERATION~~Position with the Company

~~Over~~Gary ~~the~~DeRoos ~~course~~52 ~~of the past three years of operations~~President, ~~including~~Chief ~~the~~Executive ~~operations~~Officer ofand ~~our~~Treasurer/Chief ~~predecessor~~Financial ~~company,~~Officer weand ~~have not seen large, sudden shifts in revenues, although because our business model is reliant on the size of consumer transactions, we have seen, over the past three years,~~ a slight, general increase in revenues likely owing to gradual inflation. We have made no attempt to quantify the amount of increase in our revenue that is due to inflation, although we suspect that it tracks the U.S. Bureau of Labor Statistics Consumer Price Index of approximately 5% over the past three years, owing to the breadth of goods and services in which credit cards are used.Director

Our primary source of liquidity is cash from operations. Were our residuals from credit card processing transactions to drop steeply, we would not be able to quickly or automatically make up the liquidity through other sources. However, through the economic downtrend, our cash flow has remained steady and has had a slight uptrend. 12

15Business Experience

~~While one~~The offollowing ~~the strong current trends in the consumer credit markets~~ is ~~for~~a ~~the~~brief ~~paying~~account ~~down~~ of ~~personal~~the ~~debt~~education and ~~the~~business ~~increase~~experience of ~~personal~~each ~~savings among consumers~~director, ~~our~~executive ~~management~~officer ~~believes, based only upon our own activity~~ and ~~revenue~~key ~~data~~employee ~~which~~during itat ~~has~~least ~~observed, that this trend is most likely occurring in~~ the ~~form~~past offive ~~paying~~years, ~~off a~~indicating ~~larger portion of~~ each ~~respective consumers~~person' ~~monthly credit card bills, and not through a reduced use of the card itself. Our management'~~s ~~belief is~~principal ~~that~~occupation ~~consumers still~~during ~~use their credit cards for purchases in a slow economic climate; even increasing~~ the ~~amount they spend on a credit card~~period, ~~as a way to manage their own contracted or uncertain cash flows. Our only debt relates to advances from our president~~ and ~~we have no loans or leases on property or equipment. We do not own any real estate. Revenues are generated by residuals from banks that we have contracts with. We generate our income as~~ the ~~third-party~~name ~~agent for point-of-sale credit card payment processing providers such as Best Payment Solutions, Moneris~~ and ~~National~~principal ~~Processing~~business ~~Center.~~of ~~We have no financing debt associated with~~ the ~~business.~~organization ~~Unlike~~by ~~banks~~which ~~and~~he ~~credit~~or ~~card~~she ~~issuers~~was employed, ~~we have no exposure to loss due to nonpayment~~ and ~~bad~~including ~~debt.~~other ~~The~~directorships ~~processing~~held ~~company~~in ~~and~~reporting ~~merchants are liable for such debt~~companies.

~~CRITICAL~~Gary ~~ACCOUNTING~~DeRoos, ~~POLICIES~~President, Chief Executive Officer, Secretary, Chief Financial Officer, Principal Accounting Officer and Director. Mr. DeRoos has been our President, Chief Executive Officer, Secretary/Treasurer, Chief Financial Officer, Principal Accounting Officer and a member of the Board of Directors since its inception, first as a its sole proprietor beginning in 1989 and continuing as its principle executive officer since incorporating in 2009.

~~The~~AUDIT ~~discussion~~COMMITTEE ~~and~~AND analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements in accordance with US GAAP requires us to make estimates and judgments that may affect assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to revenue recognition and related allowances, costs and estimated earnings incurred in excess of billings on uncompleted contracts, inventory, impairments of long-lived assets, including intangible assets, impairments of goodwill, income taxes including the valuation allowance for deferred tax assets, billings in excess of costs and estimated earnings on uncompleted contracts; contingencies and litigation, and share-based payments. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.CHARTER

We ~~believe~~do not have a separately-designated audit committee of the ~~following~~board. ~~accounting~~Audit ~~policies~~committee functions are ~~critical~~performed toby our ~~business~~board ~~operations~~of ~~and~~directors. ~~the~~Our ~~understanding~~director ofis not deemed independent. All directors also hold positions as our ~~operations~~officers. ~~and~~Our ~~include~~audit ~~the~~committee ~~more~~is ~~significant~~responsible ~~judgments~~for: (1) selection and ~~estimates~~oversight ~~used~~of inour independent accountant; (2) establishing procedures for the ~~preparation~~receipt, retention, and treatment of ~~our~~complaints ~~consolidated~~regarding ~~financial~~accounting, ~~statements. The~~internal ~~consolidated~~controls, ~~financial~~and ~~statements~~auditing ~~include~~matters; (3) establishing procedures for the ~~accounts~~confidential, anonymous submission by our employees of ~~Deep~~concerns ~~Down~~regarding accounting and auditing matters; (4) engaging outside advisors; and, ~~Inc.~~(5) funding for the outside auditory and ~~its~~any ~~wholly-owned~~outside ~~subsidiaries~~advisors engagement by the audit committee. .

~~Revenue~~CODE ~~Recognition~~ OF ETHICS

We ~~derive~~have ~~revenues~~not ~~primarily~~adopted from the electronic processing of credit, charge and debit card transactions that are authorized and captured through third-party networks. Typically, merchants are charged for these processing services based on a ~~percentage~~corporate ofcode ~~the dollar amount~~ of ~~each transaction and in some instances, additional fees are charged for each transaction~~ethics. Certain merchant customers are charged a flat fee per transaction and may also be charged miscellaneous fees, including fees for handling charge backs, monthly minimums, equipment rentals, sales or leasing and other miscellaneous services.

~~Revenues~~DISCLOSURE ~~are~~COMMITTEE ~~reported~~AND net of amounts paid to sponsor banks, as well as interchange and assessments paid to credit card associations (MasterCard and Visa) under revenue sharing agreements pursuant to which such parties receive payments based primarily on processing volume for particular groups of merchants.CHARTER

We ~~follow~~have ~~the~~disclosure ~~requirements~~committee. ofOur ~~ASC~~disclosure ~~605-45,~~committee ~~“Revenue~~is ~~Recognition,~~comprised ~~Principal~~of ~~Agent~~all ~~Considerations,”~~of ~~in determining~~ our ~~revenue~~officers ~~reporting~~and directors. ~~Generally,~~The wepurpose ~~report revenues at the time~~ of ~~sale on a net basis where we are not~~ the ~~primary~~committee ~~obligor~~is into ~~the~~provide ~~arrangement,~~assistance ~~have~~to ~~minimal latitude in establishing~~ the ~~price~~Chief ofExecutive ~~the~~Officer ~~services, do not change the product~~ and ~~perform part of~~ the ~~service,~~Chief doFinancial ~~not~~Officer ~~have discretion~~ in ~~supplier~~fulfilling ~~selection,~~their doresponsibilities ~~not~~regarding ~~have latitude in determining~~ the ~~product~~identification and ~~service~~disclosure ~~specifications~~of tomaterial ~~meet~~information ~~our~~about ~~client’s~~us ~~needs~~ and dothe ~~not~~accuracy, ~~assume~~completeness ~~credit risk. This amount includes interchange paid to card issuing banks~~ and ~~assessments~~timeliness ~~paid~~of toour ~~credit~~financial ~~card associations pursuant to which such parties receive payments based primarily on processing volume for particular groups of merchants~~reports.

~~Recent~~COMMITTEES ~~Accounting~~OF ~~Pronouncements~~THE BOARD OF DIRECTORS

~~Recent~~As ~~Accounting~~of ~~Pronouncements~~the ~~are~~date ~~included~~of inthis ~~“Part~~Annual IIReport, ~~Item~~we 8have not established a compensation committee nor a nominating committee. ~~Financial~~We ~~Statements”~~intend ~~Note~~within 1the next fiscal quarter to ~~the~~establish ~~consolidated~~such ~~financial~~committees ~~statements,~~and ~~“Summary~~adopt ofand ~~Significant~~authorize ~~Accounting~~certain ~~Policies~~corporate governance policies and documentation.”

~~OFF-BALANCE~~FAMILY ~~SHEET ARRANGEMENTS~~RELATIONSHIPS

WeThere ~~have~~are no ~~off-balance~~family ~~sheet~~relationships ~~arrangements~~among ~~that have or are reasonably likely to have a current or future effect on~~ our ~~financial~~directors ~~condition, changes in financial condition, revenues~~ or ~~expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors~~officers.

16 INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

~~Inflation~~During the past five years, none of our directors, executive officers or persons that may be deemed promoters is or have been involved in any legal proceeding concerning: (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and ~~Seasonality~~other minor offenses); (iii) 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 involvement in any type of business, securities or banking activity; or (iv) being found by a court, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed, suspended or vacated).

WeCOMPLIANCE doWITH ~~not~~SECTION ~~believe~~16(A) ~~that~~OF ~~our~~THE ~~operations~~EXCHANGE ~~are significantly impacted by inflation. Our business is not seasonal in nature.~~ACT

~~Item~~Section 7A16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than ten percent of our common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. ~~QUANTITATIVE~~Copies ~~AND~~of ~~QUALITATIVE~~all ~~DISCLOSURES~~filed ~~ABOUT~~reports ~~MARKET~~are ~~RISK~~required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the fiscal year ended September 30, 2013.

~~This item is not applicable for smaller reporting companies.~~13

~~Item~~ITEM 811. ~~FINANCIAL~~EXECUTIVE ~~STATEMENTS~~COMPENSATION

The ~~financial~~following ~~statements~~table sets forth information concerning the total compensation earned in the fiscal years ended September 30, 2013 and ~~schedules~~2012 ~~are~~by ~~included~~our ~~herewith~~Chief ~~commencing~~Executive onOfficer ~~page~~and ~~F-1~~Secretary.

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-4
Income Statements	F-5
Statements of Changes in Stockholders’ Equity	F-6
Statements of Cash Flows	F-7
Notes to Financial Statements	F-8

Summary Compensation Table

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



Name and Principal Position	Year	Salary ($)		Bonus ($) (1)		Stock Awards ($) (3)	Option Awards ($)	All Other Compensation ($) (2)		Total

Gary DeRoos	2013	$	17,730	$		$	$	$	332,341	$	350,071
President, Chief Executive Officer , Chief Financial Officer and Director	2012	$	11,000	$	118,699	$	$	$	172,639	$	302,338

~~None~~ (1) The amount in the “Bonus” column for 2013 and 2012 was paid at the sole discretion of the board of directors.

~~Item~~ (2)The ~~9A.~~amounts ~~CONTROLS~~in ~~AND~~the ~~PROCEDURES~~“All Other Compensation” column for 2013 and 2012 respectively were attributed to the following:

~~EVALUATION~~ Dividends OFon ~~DISCLOSURE~~preferred ~~CONTROLS~~Series ~~AND~~A ~~PROCEUDRES~~ of $325,000 and $160,000 for 2013 and 2012, respectively; a vehicle allowance of $ 0 in 2013 and 2012,respectively; and healthcare expenses paid by the company on Mr. DeRoos’ behalf in the amount of $7,341 and $10,895 in 2013 and 2012, respectively.

WeOutstanding ~~carried~~Equity ~~out~~Awards anat ~~evaluation,~~September ~~under the supervision and with the participation of our management~~30, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective due to the material weakness described below to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.2013

17 There are no outstanding equity awards at September 30, 2013.

~~Management’s~~ Compensation ~~Report~~of ~~on Internal Control over Financial Reporting.~~ Directors

~~Management~~Each ~~is responsible for the fair presentation~~ of ~~the~~our ~~consolidated~~directors ~~financial~~who ~~statements of Citadel EFT. Management is~~ also ~~responsible~~serve ~~for establishing and maintaining a system of internal control over financial reporting~~ as ~~defined~~our inexecutive ~~Rule~~officers ~~13a-15(f)~~do ~~and~~not ~~15d-15(f)~~receive ~~under~~any ~~the~~additional ~~Securities~~compensation ~~Exchange~~for ~~Act~~their performance of ~~1934,~~services as ~~amended~~directors. ~~Our~~We ~~internal~~may ~~control~~agree ~~over financial reporting is designed~~ to provide ~~reasonable~~compensation ~~assurance~~to ~~regarding~~these ~~the~~directors ~~reliability~~in ~~of financial reporting and~~ the ~~preparation of financial statements for external purposes in accordance with generally accepted accounting principles~~future. ~~Our internal control over financial reporting includes those policies and procedures that:~~

~~(i) pertain~~EMPLOYMENT toAND ~~the~~CONSULTING ~~maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Citadel;~~AGREEMENTS

~~(ii) provide~~As ~~reasonable~~of ~~assurance~~the ~~that~~date ~~transactions are recorded as necessary to permit preparation~~ of ~~financial~~this ~~statements~~Annual ~~in accordance with generally accepted accounting principles~~Report, ~~and~~we ~~that~~do ~~receipts~~not ~~and~~have ~~expenditures~~any ofcontractual ~~Citadel~~relationships ~~are being made only in accordance~~ with ~~authorizations of~~ our ~~management~~executive officers and directors~~; and~~.

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.INDEMNIFICATION

~~Management~~Under ~~conducted~~our Bylaws, we may indemnify an ~~evaluation~~officer ofor ~~the~~director ~~effectiveness~~who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our ~~internal~~best ~~control~~interest. ~~over~~We ~~financial~~may ~~reporting~~advance ~~based~~expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the ~~framework~~merits in ~~Internal~~a ~~Control—Integrated~~proceeding ~~Framework~~as ~~issued~~to bywhich ~~the~~he ~~Committee~~is ofto ~~Sponsoring~~be ~~Organizations~~indemnified, ofwe ~~the~~must ~~Treadway~~indemnify ~~Commission~~him against all expenses incurred, including attorney's fees. ~~Based~~ onWith ~~this~~respect ~~evaluation~~to a derivative action, ~~our~~indemnity ~~management~~may ~~concluded~~be ~~our~~made ~~internal~~only ~~control~~for ~~over~~expenses ~~financial~~actually ~~reporting~~and ~~was~~reasonably ~~not~~incurred ~~effective~~in asdefending ofthe ~~September~~proceeding, 30and if the officer or director is judged liable, ~~2012~~only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weakness.14

AsRegarding ofindemnification ~~September~~for ~~30,~~liabilities ~~2012,~~arising weunder ~~did not maintain effective controls over~~ the ~~control~~Securities ~~environment. The~~Act ~~Board~~ of ~~Directors~~1933, ~~does~~which ~~not~~may ~~currently~~be ~~have~~permitted ~~any~~to ~~independent~~directors ~~members~~or ~~and~~officers nounder ~~director~~Nevada ~~qualifies~~law, aswe anare ~~audit~~informed ~~committee~~that, ~~financial~~in ~~expert. We did not maintain~~ the ~~following~~opinion ~~controls:~~of ~~sufficient policies and procedures over~~ the ~~administration~~Securities ~~of our accounting~~ and ~~fraud~~Exchange ~~risk policies~~Commission, ~~and~~indemnification ais ~~sufficient~~against ~~segregation~~public ofpolicy, ~~duties~~as toexpressed ~~decrease~~in the ~~risk~~Act ofand ~~inappropriate accounting since there~~ is ~~only 1 employee. Since these entity level programs have a pervasive effect across the organization~~, ~~management has determined that these circumstances constitute a material weakness. Additionally~~therefore, ~~this control deficiency could result in another material weakness that could result in a material misstatement of the consolidated financial statements that would not be prevented or detected~~unenforceable.

~~This~~Item ~~annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting~~12. ~~Management's~~ ~~report~~SECURITY ~~was~~OWNERSHIP ~~not~~OF ~~subject~~CERTAIN toBENEFICIAL ~~attestation~~OWNERS byAND ~~our~~MANAGEMENT ~~registered~~AND ~~public~~RELATED ~~accounting~~STOCKHOLDER ~~firm pursuant to temporary rules of the SEC that permit us to provide only the management's report in this annual report.~~MATTERS

~~Changes~~As of the date of this Annual Report, the following table sets forth certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in ~~Internal~~the ~~Control~~shares ~~Over~~of ~~Financial~~common ~~Reporting~~stock, except as otherwise indicated. As of the date of this Annual Report, there are 42,883,913 shares of common stock outstanding.

~~There~~The ~~have~~following ~~been~~table nosets ~~changes~~forth certain information, as of September 30, 2013, concerning the beneficial ownership of shares of Common Stock of Citadel EFT, Inc. by (i) each person known by us to beneficially own more than 5 percent of the outstanding shares of our ~~internal~~common ~~control~~stock; ~~over~~(ii) ~~financial~~each ~~reporting~~Direor; (iii) our “Named Executive Officers” (as ~~defined~~determined inunder ~~Exchange~~Item ~~Act~~402(m) ~~Rules~~of ~~13a~~Regulation S-~~15(f~~K); and ~~15d-15~~(fiv)) ~~that~~all ~~occurred~~directors ~~during~~and ~~the~~executive ~~fiscal~~officers ~~quarter~~of ~~ended~~Citadel ~~September~~as 30a group. To our knowledge, ~~2012~~all ~~which~~persons listed in the table have ~~materially~~sole ~~affected,~~voting orand ~~are~~investment ~~reasonably~~power ~~likely~~with respect to ~~materially~~their ~~affect~~shares, ~~our~~except ~~internal~~to ~~control~~the ~~over~~extent ~~financial~~that ~~reporting~~authority is shared with their respective spouse under applicable law. In addition, all persons named below can be reached at Citadel EFT, Inc. at 825 College Blvd., Suite 102, Oceanside, CA 92507.

Item 9B. OTHER INFORMATION


Name of Beneficial Owner	Shares of Common Stock Beneficially Owned	Percent of Common Stock Outstanding
Gary DeRoos	1,203,637	3.2%
All directors and officers as a group (1 person)	1,203,637	3.2%

~~None.~~ * - Less than 1%

18 (1) A person is deemed to be the beneficial owner of securities that can be acquired within 60 days from the date set forth above through the exercise of any option, warrant or right. Shares of common stock subject to options, warrants or rights that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage of the person holding such options, warrants or rights, but are not deemed outstanding for computing the percentage of any other person. The amounts and percentages are based upon 35,856,413 shares of common stock outstanding as of September 30, 2013.

~~PART~~(2) ~~III~~ In addition, Mr. DeRoos owns: 11,000,000 of Series A Preferred Stock which is convertible into common shares on a one-to-one ratio, 20,000 of Series E Preferred Stock which is convertible into common shares on a one-to-one ratio, and 120,000 of Series D Preferred Stock which is convertible into common shares on a one-to-one ratio. Additionally Mr. DeRoss owns 1 share of Series B Preferred Stock which has no rights of conversion but has super voting rights equal to two (2) times the total votes of the aggregate voting power of all classes of stock. These amounts are excluded from the calculation above.

~~Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~15

~~The~~Disclosure ~~following~~regarding ~~table~~our ~~sets~~equity compensation plans as required by this item is incorporated by reference to the information set forth under Item 5 “Market for the ~~names~~Registrant’s Common Equity, ~~ages~~Related Stockholder Matters and ~~positions~~Issuer Purchases of ~~our~~Equity ~~directors~~Securities” ~~and~~in ~~executive~~Part ~~officers~~II of this report.

Name	Age	Position Held With Deep Down
Gary DeRoos*	51	President, Chief Executive Officer, Secretary, Chief Financial Officer, Principal Accounting Officer and Director
Maria Teresa DeRoos	47	Director

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this Annual Report. As of the date of this Annual Report, there are 42,883,913 shares issued and outstanding.

~~_________________________~~ CHANGES IN CONTROL

*GaryWe ~~and~~are ~~Maria~~unaware ~~DeRoos~~of ~~are~~any ~~married~~contract, toor ~~each~~ other arrangement or provision, the operation of which may at a subsequent date result in a change of control of our company.

~~Gary~~As ~~DeRoos,~~of ~~President,~~the ~~Chief~~date ~~Executive~~of ~~Officer,~~this ~~Secretary,~~Annual ~~Chief Financial Officer~~Report, ~~Principal~~other ~~Accounting~~than ~~Officer~~as ~~and~~disclosed ~~Director.~~below, ~~Mr.~~none ~~DeRoos (husband~~ of ~~Maria Teresa DeRoos) has been~~ our ~~President~~directors, ~~Chief~~officers ~~Executive~~or ~~Officer,~~principal ~~Secretary/Treasurer~~stockholders, ~~Chief~~nor ~~Financial~~any ~~Officer,~~associate ~~Principal~~or ~~Accounting~~affiliate ~~Officer and a member~~ of the ~~Board~~foregoing, ofhave ~~Directors.~~any ~~From~~interest, ~~1989~~direct toor ~~the present~~indirect, ~~Mr.~~in ~~DeRoos~~any ~~has~~transaction ~~been~~or ~~the~~in ~~owner~~any ofproposed ~~Citadel E.F.T.~~transactions, awhich ~~sole~~has ~~proprietorship~~materially ~~engaged~~affected inor ~~the~~will ~~business~~materially ofaffect ~~providing~~us ~~credit~~during ~~card~~fiscal ~~terminals~~year ~~and~~ended ~~merchant~~September ~~account services in Oceanside~~30, ~~California~~2013.

~~Maria~~Item ~~Teresa DeRoos~~14. ~~Mrs.~~ ~~DeRoos~~PRINCIPAL ~~(wife~~ACCOUNTING ofFEES ~~Gary~~AND DeRoos) has been a member of the Board of Directors. From 1994 to the present, Mrs. DeRoos has served as a financial and management information advisor for Citadel E.F.T, a sole proprietorship engaged in the business of providing credit card terminals and merchant account services in Oceanside, California. SERVICES

~~During~~(1) ~~the~~Audit ~~past ten years, neither Mr. nor Mrs. DeRoos have been the subject of any of the following events:~~Fees

1.The ~~Any~~aggregate ~~bankruptcy~~fees ~~petition~~billed ~~filed~~for byeach ~~or against any business~~ of ~~which Mr. and/or Mrs. DeRoos were a general partner or executive officer either at~~ the ~~time~~last ~~of the bankruptcy or within~~ two fiscal years ~~prior~~for toprofessional ~~that~~services ~~time.~~rendered 2.by ~~Any~~the ~~conviction~~principal inaccountant afor ~~criminal~~our ~~proceeding~~audit orof ~~being~~annual ~~subject~~financial tostatements aand ~~pending~~review ~~criminal proceeding. 3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court~~ of ~~competent~~financial ~~jurisdiction,~~statements ~~permanently~~included ~~or temporarily enjoining, barring, suspending or otherwise limiting Mr. or Mrs. DeRoos’ involvement~~ in ~~any~~our ~~type~~Form of10-Qs ~~business, securities~~ or ~~banking~~services ~~activities.~~that 4.are ~~Found~~normally provided by athe ~~court~~accountant ~~of competent jurisdiction (~~in aconnection ~~civil~~with ~~action),~~statutory ~~the Securities~~ and ~~Exchange~~regulatory ~~Commission~~filings or ~~the~~engagements ~~Commodity~~for ~~Future~~those ~~Trading~~fiscal ~~Commission~~years ~~to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.~~was:

19 2013*

~~Section 16(a) Beneficial Ownership Reporting Compliance~~ $28,885

Section 16(a) of the Exchange Act 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 securities ownership and changes in such ownership with the SEC. Officers, directors and greater than ten percent shareholders also are required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file.2012

~~Based solely upon a review of the copies of such forms furnished to us or written representations of our officers and directors~~$15, ~~we believe that all Section 16(a) filing requirements were filed on a timely basis.~~200

~~Item~~* ~~11.~~Keeton ~~EXECUTIVE~~CPA ~~COMPENSATION~~recently engaged in 2013, to date we have noted $5,000 as being pre-paid.

~~The~~(5) ~~following~~Our ~~table~~audit ~~sets~~committee’s ~~forth~~pre-approval ~~information~~policies ~~concerning~~and ~~the~~procedures ~~total~~described ~~compensation~~in ~~earned~~paragraph in(c)(7)(i) of Rule 2-01 of Regulation S-X were that the ~~fiscal~~audit ~~years~~committee ~~ended~~pre-approve ~~September~~all ~~30,~~accounting ~~2012~~related ~~and~~activities ~~2011~~prior byto ~~our~~the ~~Chief~~performance ~~Executive~~of ~~Officer~~any ~~and~~services ~~Secretary~~by any accountant or auditor.

~~Summary~~(6) ~~Compensation~~The ~~Table~~percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was:

Name and Principal Position	Year	Salary ($)		Bonus ($) (1)		Stock Awards ($) (3)		Option Awards ($)		All Other Compensation ($) (2)		Total
Gary DeRoos	2012	$	11,000	$	118,699	$	-	$	-	$	172,639	$	302,338
President, Chief Executive Officer , Chief Financial Officer and Director	2011	$	42,000	$	264,990	$	24,445,000	$	-	$	10,240	$	24,762,230
Maria DeRoos, Secretary	2012 2011		$ 6,000 -		- -		- -		- -		- -		$6,000 -

~~(1)~~ Policy ~~The~~on ~~amount~~Audit inCommittee ~~the~~Pre-Approval ~~“Bonus”~~of ~~column~~Audit ~~for 2012~~ and ~~2011~~Permissible ~~was~~Non-Audit ~~paid~~Services ~~at the sole discretion~~ of ~~the~~Independent ~~board of directors.~~ Auditors

~~(2)The~~We ~~amounts~~currently indo ~~the~~not ~~“All~~have ~~Other~~a ~~Compensation”~~designated ~~column~~Audit ~~for~~Committee, ~~2012~~ and ~~2011~~accordingly, ~~respectively~~our ~~were~~Board ~~attributed~~of Directors’ policy is to pre-approve all audit and permissible non-audit services provided by the ~~following:~~independent ~~dividends~~auditors. onThese ~~preferred~~services ~~Series~~may Ainclude ofaudit ~~$160~~services,~~000~~ audit-related services, tax services and $0other services. Pre-approval is generally provided for ~~2012~~up to one year and ~~2011,~~any ~~respectively;~~pre-approval ais ~~vehicle~~detailed ~~allowance~~as to the particular service or category of ~~$1,744~~services and $0is ingenerally ~~2012~~subject ~~and~~to ~~2011,~~a ~~respectively;~~specific budget. The independent auditors and ~~healthcare~~management ~~expenses~~are ~~paid~~required byto ~~the~~periodically ~~company~~report onto ~~Mr.~~our ~~DeRoos’~~Board ~~behalf~~of inDirectors regarding the ~~amount~~extent of ~~$10,895~~services ~~and~~provided ~~$10,240~~by the independent auditors in ~~2012~~accordance ~~and~~with ~~2011~~this pre-approval, ~~respectively~~and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

~~(3) Compensation~~Item ~~related~~15. toEXHIBITS ~~stock~~AND ~~awards~~FINANCIAL ~~is comprised of the following:~~ SCHEDULES

20The following exhibits are filed as part of this Annual Report.

~~In May, 2011, we issued 71,000,000 shares of common stock to our sole officer Gary DeRoos for services rendered~~31. We1 ~~recorded~~Certification ~~compensation~~Pursuant ~~expense in an amount equal~~ to ~~the~~Section ~~fair~~302 ~~market value~~ of ~~$3,550,000 according to~~ the ~~latest~~Sarbanes-Oxley ~~private~~Act ~~placement per share amount~~ of ~~$0.05 given the common stock was not traded on an exchange, therefore the trading price could not be determined.~~ 2002

~~In September, 2011, we issued 100,000,000 shares of common stock to our sole officer Gary DeRoos for services rendered~~31. We2 ~~recorded~~Certification ~~compensation~~Pursuant ~~expense in an amount equal~~ to ~~the~~Section ~~fair~~302 ~~market value~~ of ~~$13,500,000 according to~~ the ~~closing~~Sarbanes-Oxley ~~price~~Act of ~~$0.135 per share on the date of issuance.~~ 2002

In32.1 ~~September,~~Certification pursuant ~~2011, we issued 51,000,000 shares of Series A preferred stock~~ to ~~our~~18 ~~sole officer, Mr~~U. ~~Gary DeRoos for services rendered~~S. WeC. ~~recorded~~Section ~~compensation~~1350, ~~expense~~as inadopted anpursuant ~~amount equal~~ to ~~the~~Section ~~fair~~906 ~~value~~ of the ~~company’s common stock as the preferred shares are convertible at a one~~Sarbanes-~~to-one~~Oxley ~~ratio~~Act ~~into shares~~ of ~~common stock. The fair market value of our common stock was $7,395,000 according to the closing price of $0.145 on the date of issuance.~~ 2002

~~Outstanding~~32.2 ~~Equity~~Certification pursuant ~~Awards~~to at18 ~~September~~U.S.C. 30Section 1350, ~~2012~~as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~There~~101.INS ~~are~~XBRL noInstance ~~outstanding equity awards at September 30, 2012.~~ Document

~~Compensation~~101.SCH ofXBRL ~~Directors~~Schema Document

~~Each of our directors who also serve as our executive officers do not receive any additional compensation for their performance of services as directors~~101. WeCAL ~~may~~XBRL ~~agree~~Calculation toLinkbase ~~provide compensation to these directors in the future.~~ Document

~~Item 12~~101.LAB ~~SECURITY~~XBRL ~~OWNERSHIP~~Label OFLinkbase ~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~Document

The following table sets forth certain information, as of January 14, 2013 concerning the beneficial ownership of shares of stock by (i) each person known by us to beneficially own more than 5 percent of the outstanding shares of our common stock; (ii) each Director; (iii) our “Named Executive Officers” (as determined under Item 402(m) of Regulation S-K); and (iv) all directors and executive officers of Citadel as a group101.PRE ToXBRL ~~our~~Presentation ~~knowledge,~~Linkbase all persons listed in the table have sole voting and investment power with respect to their shares, except to the extent that authority is shared with their respective spouse under applicable law. In addition, all persons named below can be reached at Citadel EFT, Inc. at 325 College Blvd., Oceanside, California 92057.Document

Name of Beneficial Owner (1)	Shares of Common Stock Beneficially Owned	Percent of Common Stock Outstanding	Shares of Preferred Stock Beneficially Owned	Percent of Preferred Stock Outstanding
Gary DeRoos (2)	168,501,551	72.1%	51,000,000 Series A 40,000,000 Series C	100% 91.1%
Maria Teresa DeRoos (2)	-	- %	-	-
All directors and officers as a group (2 persons)	168,501,551	72.1 %	n/a	n/a

101.DEF XBRL Definition Linkbase Document

*Citadel -EFT, ~~Less than 1%~~ Inc.

~~(1)~~Pursuant ~~A person is deemed~~ to be the ~~beneficial~~requirements ~~owner~~ of ~~securities that can be acquired within 60 days from~~ the ~~date~~Exchange ~~set~~Act, ~~forth above through~~ the ~~exercise~~registrant ofcaused ~~any~~this ~~option,~~report ~~warrant or right. Shares of common stock subject~~ to ~~options,~~be ~~warrants~~signed oron ~~rights~~its ~~that~~behalf ~~are~~by ~~currently exercisable or exercisable within 60 days are deemed outstanding for computing~~ the ~~percentage of the person holding such options~~undersigned, ~~warrants~~thereunto orduly ~~rights, but are not deemed outstanding for computing the percentage of any other person~~authorized. ~~The amounts and percentages are based upon 233,824,960 shares of common stock outstanding as of January 14, 2013.~~

	(2)	Mr. and Mrs. DeRoos are husband and wife.
	CITADEL EFT, INC
	(3)	In addition, Mr. DeRoos owns 51,000,000 of Series A Preferred Stock which is convertible into common shares on a one-to-one ratio. Mr. DeRoos owns 40, 000,000 shares of Series C preferred stock which are converted into common shares at a 1 to 100,000 ratio.
Dated: January 22, 2014	By:	/s/ Gary De Roos
		Gary De Roos, President/Chief
		Executive Officer
Dated: January 22, 2014	By:	/s/ Gary De Roos
		Gary De Roos, Chief Financial Officer

~~Disclosure~~Pursuant ~~regarding~~to ~~our~~the ~~equity~~requirements ~~compensation~~of ~~plans~~the asSecurities ~~required~~Exchange byAct of 1934, this ~~item~~report ishas ~~incorporated~~been bysigned ~~reference~~below toby the ~~information~~following ~~set~~persons ~~forth~~on ~~under~~behalf ~~Item~~of ~~5 “Market for~~ the ~~Registrant’s~~registrant ~~Common~~and ~~Equity,~~in ~~Related~~the ~~Stockholder~~capacities ~~Matters~~ and ~~Issuer~~on ~~Purchases~~the ofdates ~~Equity Securities” in Part II of this report~~indicated.


Dated: January 22, 2014	By:	/s/ Gary De Roos
		Director

~~Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~17

~~REVIEW~~Citadel ~~AND~~EFT, ~~APPROVAL~~Inc. ~~OF RELATED PERSON TRANSACTIONS~~

~~Our~~ ~~Board~~Financial of Directors and Management recognize that related person transactions present a heightened risk of conflicts of interest, and therefore we review all relationships and transactions in which we and our directors, director nominees and executive officers or their immediate family members, as well as holders of more than 5% of any class of our voting securities and their family members, have a direct or indirect material interest. As required under SEC rules, transactions that are determined to be directly or indirectly material to us or a related person are disclosed in our annual Form 10-K statement. Gary DeRoos and Maria Teresa DeRoos are deemed “promoters” of our company, within the meaning of such term under the Securities Act of 1933, since they co-founded and organized our company. Mr. and Ms. DeRoos are our only “promoters”. In September 2009, we issued 12,000,000 shares of common stock as restricted securities to Gary DeRoos, our sole officer and a director, in consideration of $0.00001 per share or a total of $120. In May, we issued 71,000,000 shares of common stock to our sole officer Gary DeRoss for services rendered. We recorded compensation expense in an amount equal to $3,500.000 according to the latest private placement per share or $0.05 given the common stock was not on a public exchange, therefore the trading price could not be determined. In September 2011, we issued 100,000,000 shares of common stock to our sole director Gary DeRoos for services rendered. We recorded compensation expense equal to the fair market value of $13,500,000 according to the closing price of $0.135 per share the date of issuance. In September 2011, we issued shares of Series A Preferred stock to Mr. DeRoos for services rendered. We recorded compensation expense in an amount equal of the fair market value of the company's common stock at the preferred shares are convertible at a one-to-one ratio into shares of common stock. The fair market value of an equivalent amount of our common stock was $7,395,000 according to the closing price of $0.145 on the date of issuance. Statements

Neither Mr. nor Ms. DeRoos has received, nor are either entitled to receive any additional consideration for their services as our promoters.


	Page
Report of Independent Registered Public Accounting Firm for Year Ended 30-Sept-2013	F-1

Report of Independent Registered Public Accounting Firm for Year Ended 30-Sept-2012	F-2

Balance Sheets	F-3

Statements of Operations	F-4

Statement of Change in Equity	F-5

Statements of Cash Flow	F-6

Notes to Financial Statements	F-7

~~Item~~Report ~~14.~~of ~~PRINCIPAL~~Independent ~~ACCOUNTANT~~Registered ~~FEES~~Public ~~AND~~Accounting ~~SERVICES~~Firm

	September 30, 2012		September 30, 2011
(i) Audit Fees	$	15,200	$	14,300
(ii) Audit Related Fees		-		-
(iii) Tax Fees		-		-
(iv) All Other Fees		-		-

Board of Directors

~~Audit Fees: Consists of fees billed for professional services rendered for the audit of~~ Citadel’s ~~financial statements~~EFT, the review of interim condensed consolidated financial statements included in quarterly reports, registration statements and other offering documentation, services that are normally provided in connection with statutory and regulatory filings or engagements and attest services, except those not required by statute or regulationInc.

~~Audit-Related~~Oceanside, Fees: Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit and review of Citadel’s consolidated financial statements and are not reported under "Audit Fees." California

~~Tax~~To ~~Fees:~~the ~~Consists~~Board of ~~tax~~Directors ~~compliance, tax preparation~~ and ~~other~~Stockholders ~~tax services. Tax compliance and tax preparation consists~~ of ~~fees~~Citadel ~~billed~~EFT, ~~for professional services related to assistance with tax returns~~Inc. ~~Other tax services consist of fees billed for other miscellaneous tax consulting.~~(“Citadel”):

~~All~~We ~~Other~~have ~~Fees: None~~audited the accompanying balance sheet of Citadel EFT, Inc. (“Citadel”), as of September 30, 2013, and the related statement of operations, stockholders’ deficit, and cash flow for the year ended September 30, 2013. Citadel EFT, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Citadel EFT, Inc., for the year ended September 30, 2012 was audited by other auditors whose report dated December 15, 2012 expressed an unqualified opinion on those financial statements.

~~Pre-Approval~~We ofconducted ~~Audit~~our ~~and~~audits ~~Permissible~~in ~~Non-Audit~~accordance ~~Services~~with the standards of ~~Independent~~the ~~Auditors~~Public ~~The~~Company Accounting Oversight Board of(United ~~Directors~~States). Those ~~pre-approves~~standards ~~all~~require ~~audit~~that we plan and ~~permissible~~perform ~~non-audit~~the ~~services~~audits ~~provided~~to byobtain ~~Citadel’s~~reasonable ~~principal~~assurance ~~accountant~~about whether the financial statements are free of material misstatement. The ~~These~~Company ~~services~~is ~~may~~not ~~include~~required ~~audit~~to ~~services~~have, ~~audit-related~~nor ~~services~~were we engaged to perform, ~~tax~~an ~~services~~audit ~~and~~of ~~other~~its ~~services~~internal control over financial reporting. Our ~~The~~audits ~~Board~~included consideration of ~~Directors~~internal ~~may~~control ~~also~~over ~~pre-approve~~financial ~~particular~~reporting ~~services~~as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on athe ~~case-by-case~~effectiveness ~~basis~~of ~~and~~the ~~may~~Company’s ~~delegate~~internal ~~pre-approval~~control ~~authority~~over tofinancial ~~one~~reporting. Accordingly, orwe ~~more~~express ~~directors~~no such opinion. IfAn soaudit ~~delegated~~also includes examining, on a test basis, evidence supporting the ~~director~~amounts ~~must~~and ~~report~~disclosures ~~any~~in ~~pre-approval~~the ~~decision~~financial tostatements, assessing the ~~Board~~accounting ofprinciples ~~Directors~~used atand ~~its~~significant ~~first~~estimates ~~meeting~~made ~~after~~by management, as well as evaluating the ~~pre-approval~~overall ~~was~~financial ~~obtained~~statement presentation. We believe that our audits provide a reasonable basis for our opinion.

22In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Citadel EFT, Inc. (“Citadel”) , as of September 30, 2013, and the results of its operations and its cash flows for the year ended September 30, 2013, in conformity with generally accepted accounting principles in the United States of America.

~~PART~~/s/ IVKeeton CPA

~~Item~~Keeton ~~15. Exhibits, Financial Statement Schedules~~CPA

~~(a)~~Henderson, ~~Financial Statements and Schedules. See the financial statements and related schedules commencing on page F-1 of this report.~~NV

~~(b)~~January 3.1 3.1.1 3.1.2 3.1.3 3.1.4 3.2 10.1 10.2 31.1 31.2 32.1 32.2 Exhibits Articles of Incorporation of Citadel EFT(1) Articles of Amendment and Designation for Series A Preferred Stock filed with the Nevada Secretary of State on September 620, 2011 (2) Articles of Amendment regarding Series A Preferred Stock filed with the Nevada Secretary of State on December 30, 2011 (3) Articles of Amendment and Designation for Series B, C and D Preferred Stock filed with the Nevada Secretary of State on September 26, 2012 (4) Articles of Amendment regarding Series C Preferred Stock filed with the Nevada Secretary of State on November 7, 2012 (5) Bylaws of Citadel EFT (6) Asset Purchase Agreement dated September 27, 2012 between Citadel EFT and Art to Go (7) Asset Purchase Agreement dated October 24, 2012 between Citadel EFT and Art to Go (8) Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act. Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act. Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act. Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.2014

~~(1) Incorporated by reference from our Registration Statement on Form S~~F-1 ~~filed with the Securities and Exchange Commission on February 12, 2010~~

~~(2)~~REPORT ~~Incorporated~~OF byINDEPENDENT ~~reference~~REGISTERED ~~from~~PUBLIC ~~our~~ACCOUNTING ~~Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2011.~~FIRM

~~(3)~~To ~~Incorporated by reference from our Current Report on Form 8-K filed with~~ the ~~Securities~~Board ~~and~~of ~~Exchange Commission on January 4, 2012.~~Directors

~~(4)~~Citadel ~~Incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1~~EFT, ~~2011~~Inc.

~~(5) Incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13~~Oceanside, ~~2011~~California

We have audited the accompanying balance sheets of Citadel EFT, Inc. (6“Citadel”) ~~Incorporated~~as byof ~~reference~~September ~~from~~30, ~~our~~2012, ~~Registration~~and ~~Statement~~the related income statements, statements of stockholders' equity, and statement of cash flows for the year then ended. These financial statements are the responsibility of Citadel’s management. Our responsibility is to express an opinion on ~~Form~~these ~~S-1~~financial ~~filed~~statements based on our audits. We conducted our audits in accordance with the ~~Securities~~standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and ~~Exchange~~perform ~~Commission~~the onaudits ~~February~~to 12obtain reasonable assurance about whether the financial statements are free of material misstatement. Citadel is not required to have, ~~2010~~nor were we engaged to perform an audit of its internal control over financial reporting. Our audit 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 Citadel’s internal control over financial reporting.

~~(7)~~Accordingly, ~~Incorporated~~we byexpress ~~reference~~no ~~from~~such ~~our~~opinion. ~~Current~~An ~~Report~~audit includes examining, on ~~Form~~a ~~8-K~~test ~~filed~~basis, ~~with~~evidence supporting the ~~Securities~~amounts and ~~Exchange~~disclosures ~~Commission~~in onthe ~~October~~financial 1statements. An audit also includes assessing the accounting principles used and significant estimates made by management, ~~2012~~as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~(8) Incorporated~~In byour ~~reference~~opinion, ~~from~~the ~~our~~financial ~~Current~~statements ~~Report~~referred onto ~~Form~~above ~~8-K~~present ~~filed~~fairly, ~~with~~in all material respects, the ~~Securities~~financial ~~and~~position ~~Exchange~~of ~~Commission~~Citadel onEFT, ~~October~~Inc. 21as of September 30, 2012, 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 of America.

23 /s/ MALONEBAILEY, LLP

~~SIGNATURES~~www.malonebailey.com

~~In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934~~Houston, ~~the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Texas

~~CITADEL~~December ~~EFT~~15, ~~INC.~~2012

~~(Registrant)~~F-2

~~/s/~~CITADEL ~~GARY~~EFT, ~~DEROOS~~INC.

~~Gary~~BALANCE ~~DeRoos, President and Chief Executive Officer~~SHEETS

Dated: January 14, 2013



	For the year ended 30-Sept-13	For the year ended 30-Sept-12
ASSETS
Current assets
Cash	$ 10,109	$ 42,871
Accounts receivables	35,398	34,205
Pre-paid accounting expense	5,000
Other receivables	3,202	3,203
Total current assets	53,709	80,279

OTHER ASSETS
Memorabilia	2,972,000	-
Total other assets	2,972,000	-

Total assets	$ 3,025,709	$ 80,279

LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY
Current liabilities
Accounts payable and accrued expenses	$ 2,093	$ 147,675
Total current liabilities	2,093	147,675

SHAREHOLDERS' (DEFICIT) EQUITY
Preferred "A" shares, at par value $0.00001; 100,000,000 authorized; 11,000,000 and 51,000,000 issued and outstanding at September 30, 2013 and 2012; respectively.	110	510
Preferred "B" shares, at par value $0.00001; 10 authorized; 1 and 0 issued and outstanding at September 30, 2013 and 2012; respectively.		-
Preferred "C" shares, at par value $0.00001; 70,000,000 authorized; 4,466,998 and 0 issued and outstanding at September 30, 2013 and 2012; respectively.	44	-
Preferred "D" shares, at par value $0.00001; 18,000,000authorized; 639,100 and 0 issued and outstanding at September 30, 2013 and 2012; respectively.	6	-
Preferred "E" shares, at par value $0.00001; 2,000,000 authorized; 20,000 and 0 issued and outstanding at September 30, 2013 and 2012; respectively.	1	-
Preferred "F" shares, at par value $0.00001; 2,000,000 authorized; 0 and 0 issued and outstanding at September 30, 2013 and 2012; respectively.	-	-
Preferred "G" shares, at par value $0.00001; 2,000,000 authorized; 0 and 0 issued and outstanding at September 30, 2013 and 2012; respectively.	-	-
Common shares, at par value $0.00001;1,100,000,000 authorized;35,856,413 and18,610 issued and outstanding at September 30, 2013 and 2012; respectively.	358	1
Additional paid-in capital	44,378,087	26,264,757
Accumulated deficit	(41,354,990)	(26,332,664)
Total shareholders' (deficit) equity	$ 3,023,616	$ (67,396)
Total liabilities and shareholders (deficit) equity	$ 3,025,709	$ 80,279

~~/s/~~ The ~~GARY~~accompanying ~~DEROOS~~notes are an integral part of the financial statements.

~~Gary DeRoos~~ F-3

~~Chief~~CITADEL ~~Financial~~EFT, ~~Officer~~INC.

~~Dated:~~STATEMENTS ~~January~~OF ~~14, 2013~~OPERATIONS

POWER OF ATTORNEY


	For the year ended 30-Sept-13	For the year ended 30-Sept-12
REVENUES
Gross revenues	$ 429,817	$ 521,370
Cost of goods sold	10,404	27,928
Gross income	419,413	493,442

OPERATING EXPENSES
General and administrative	685,674	2,387,682
Total operating expenses	685,674	2,387,682

OPERATING LOSS	(266,221)	(1,894,238)

OTHER INCOME AND EXPENSES
Gain on settlement of debt	85,269	-
Realized gain on sale of investment	21,230	-
Loss on nullified bond purchase	(14,862,564)	-
Total other income and expenses	(14,756,065)	-

Net (loss)	$(15,022,326)	$ (1,894,240)

Net loss per common share- basic and diluted	$ (1.57)	$ (117.00)
Weighted average common stock-basic and diluted	9,538,469	16,099

~~KNOWN~~The ~~ALL~~accompanying ~~MEN~~notes BYare ~~THESE~~an ~~PRESENTS,~~integral ~~that~~part ~~each person whose signature appears below constitutes and appoints GARY DEROOS, and each~~ of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the ~~same,~~financial with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereofstatements.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~F-4

Signatures	Title	Date
/s/ GARY DEROOS	President, Chief Executive Officer and Director
Gary DeRoos	(Principal Executive Officer)	January 14, 2013
/s/ GARY DEROOS	Chief Financial Officer and Director
Gary DeRoos	(Principal Financial Officer and Principal Accounting Officer)	January 14, 2013

CITADEL EFT, INC.

24STATEMENT OF CHANGE IN EQUITY

INDEX TO FINANCIAL STATEMENTS



	Preferred Stock			Common Stock
	Shares	Amount	Shares		Amount	Additional Paid-in Capital	Accumulated Deficit	Total Stockholder’s Equity
Balance, September 30, 2010	-	$-	1,101		$ -	$60,686	$18,282	$79,100

Stock issued for services	-	-	14,259		-	17,063,888	-	17,065,600

Preferred Shares issued for services	51,000,000	510	-		-	7,394,490	-	7,395,000

Net loss	-	-	-		-	-	(24,456,706)	(24,456,706)
Balance, September 30, 2011	51,000,000	$ 510	15,360		$ -	$24,519,064	$(24,438,424)	$82,994
Stock issued for services	-	-	3,250		1	1,903,459	-	1,903,850

Dividends	-	-	-		-	(160,000)	-	(160,000)

Net Loss	-	-	-		-	-	(1,894,240)	(1,894,240)

Balance, September 30, 2012	51,000,000	$ 510	18,6200		$ 1	$26,262,523	$(26,332,664)	$(67,396)

Stock issued for Cash	8.800	-	-		-	22,000	-	22,000
Preferred stock issued for asset acquisition	4,000,000	40	-		-	2,972,000	-	2,972,000
Common stock issued for nullified bond purchase	-	-	7,431,282		74	14,862,490	-	14,862,564
Preferred stock issued for services	478,201	5	-		-	340,400	-	340,405
Common stock issued for services	-	-	6,000		-	241,329	-	241,329
Cancellation of Preferred Shares	(40,000,000)	(400)	-		-	400	-	-
Cancellation of common shares	-	-	(9,750)		-	-	-	-
Shares issued pursant to conversion rights	(279)	-	28,410,271		283	(283)	-	-
Dividends Paid	639,379	6	-		-	(325,006)	-	(325,006)
Net Loss	-	-	-		-	-	(15,022,326)	(15,022.326)
Balance 30-Sept-13	16,126,101	$161	35,856,413		$358	$44,378,087	$(41,354,990)	$(3,023,616)

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-4

The accompanying notes are an integral part of the financial statements.

Income Statements	F-5
Statements of Changes in Stockholders’ Equity	F-6
Statements of Cash Flows	F-7
Notes to the Financial Statements	F-8

F-5

~~F-1~~CITADEL EFT, INC

~~REPORT~~ STATEMENTS OF ~~INDEPENDENT~~CASH ~~REGISTERED PUBLIC ACCOUNTING FIRM~~FLOWS

To the Board of Directors


	For the year ended 30-Sept-13	For the year ended 30-Sept-12

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
Net loss	$ (15,022,326)	$ (1,894,240)
Adjustments to reconcile net loss to net cash provided by operations:
Share based compensation	-	1,903,850
Shares issued for services	484,498
Shares issued for nullified Gold Bond purchase	14,862,564
Gain on debt extinguishment	(85,269)
Realized gain on stock held for sale	(21,230)
Decrease (increase) in current assets:
Accounts receivables	(1,193)	4,244
Pre-paid expenses	(5,000)	4,510
Increase (decrease) in current liabilities
Accounts payable and accrued liabilities	36,964	130,175
Net cash provided by operations	249,008	148,539

CASH PROVIDED BY INVESTING ACTIVITIES
Cash paid for stock held for sale	(1,570)	-
Proceeds from stock held for sale	22,800	-
Net cash provided by investing activities	21,230	-

CASH USED IN FINANING ACTIVITIES
Proceeds from issuance of common stock	22,000	-
Payment of dividends	(325,000)	(160,000)
Net cash used in financing activities	(303,000)	(160,000)

Net change in cash	(32,762)	(11,461)
Cash at beginning of period	42,871	54,332
Cash at end of period	$ 10,109	$ 42,871

SUPPLEMENTAL DISCLOSURE
Cash paid for interest	$ -	$ -
Cash paid for income tax	$ -	$ -
NON-CASH FINANCING & INVESTING ACTIVITIES
Preferred stock issued for purchase of memorabilia	$ 2,972,000	$ -
Common stock issued to settle liabilities	$ 85,979	$ -

~~Citadel~~;The ~~EFT,~~accompanying ~~Inc~~notes are an integral part of the financial statements.

~~Oceanside, California~~F-6

WeCITADEL ~~have audited the accompanying balance sheets of Citadel~~ EFT, ~~Inc~~INC. (“Citadel”)as of September 30, 2012 and 2011, and the related income statements, statements of stockholders' equity, and statement of cash flows for the years then ended. These financial statements are the responsibility of Citadel’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

WeNotes ~~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~~Financial reasonable assurance about whether the financial statements are free of material misstatement. Citadel is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit 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 Citadel’s internal control over financial reporting. Accordingly, we express no such opinion. 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.Statements

InFor ~~our~~fiscal ~~opinion,~~years ~~the~~ended ~~financial statements referred to above present fairly, in all material respects, the financial position of Citadel EFT, Inc. as of~~ September 30, ~~2012~~2013 and ~~2011, 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 of America.~~2012

~~/s/ MALONEBAILEY,~~NOTE ~~LLP~~1 - ORGANIZATION AND BASIS OF PRESENTATION

~~www~~Citadel EFT Inc.~~malonebailey~~, was incorporated in the state of Nevada on September 2009.~~com~~ Prior to its formation as a corporation, Citadel was a sole proprietorship which was formed in 1989 engaged in the offering of credit card transaction processing and merchant services to business in North America. Citadel continues to provide these services to the retail and service business sectors.

~~Houston,~~NOTE ~~Texas~~2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~January~~Use ~~11,~~of ~~2013~~Estimates

~~F-2~~The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

~~Citadel~~Cash ~~EFT, Inc.~~

~~Balance~~Cash ~~Sheets~~and consists principally of currency on hand, and demand deposits at commercial banks. The Company had $10,109 and $42,871 in cash as of September 30, 2013 and, 2012, respectively.

	September 30 2012		September 30, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	42,871	$	54,332
Accounts receivable		34,205		38,449
Tax receivable		3,203		7,713
Total current assets		80,279		100,494
Total assets	$	80,279	$	100,494
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	147,675	$	17,500
Total current liabilities		147,675		17,500
Total liabilities		147,675		17,500
Commitments and contingencies		-		-
Stockholders' (deficit) equity:
Series A Convertible Preferred Stock, 100,000,000 shares authorized, $0.00001 par value; 51,000,000 and - shares issued and outstanding		510		510
Series B Preferred Stock, 10 shares authorized, $0.00001par value; - shares outstanding, respectively		-		-
Series C Convertible Preferred Stock, 70,000,000 shares authorized, $0.00001par value; - shares outstanding, respectively		-		-
Series D Convertible Preferred Stock, 18 shares authorized, $0.00001 par value; - shares outstanding, respectively		-		-
Common stock, $0.00001 par value, 1,000,000,000 shares authorized, 223,324,960 and 184,324,960 issued and outstanding, respectively		2,235		1,844
Additional paid-in capital		26,262,523		24,519,064
Accumulated deficit		(26,332,664)		(24,438,424)
Total stockholders' (deficit) equity		(67,396)		82,994
Total liabilities and stockholders' equity	$	80,279	$	100,494

Revenue Recognition

The ~~accompanying~~Company ~~notes~~follows ~~are~~the guidance of Accounting Standards Codification (“ASC”) Topic 605, formerly, Staff Accounting Bulletin (“SAB”) 104 for revenue recognition. In general, the Company records revenue when persuasive evidence of an ~~integral~~arrangement ~~part~~exists, services have been rendered, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Revenues from services are recognized when the services are performed, evidence of an arrangement exists, the ~~audited~~fee ~~financial~~is ~~statements~~fixed and determinable and collectability is probable. In circumstances when these criteria are not met, revenue recognition is deferred until resolution occurs.

~~F-3~~Citadel derives its revenues from the electronic processing of credit and debit cards. Revenues are reported net of amounts paid to sponsor banks, as well as interchange and assessments paid to credit and debit card associations under revenue sharing agreements.

~~Citadel~~Accounts ~~EFT~~receivable are primarily comprised of amounts due from our clearing and settlement banks from revenues earned, ~~Inc~~net of related interchange and bank processing fees, on transactions processed during the month ending on the balance sheet date. Such balances are typically received from clearing and settlement banks within 30 days following the end of each month. Bad debt expense is recognized based on management’s estimate of likely losses per year, based on the nature of the revenues and subsequent month receipt. As of September 30, 2013 and 2012, respectively, no allowance for doubtful accounts was deemed necessary.

Net Income ~~Statements~~or (Loss) Per Share of Common Stock

	Year Ended September 30, 2012		Year Ended September 30, 2011
REVENUE	$ 493,442	$	459,770
OPERATING EXPENSES	2,387,682		24,913,836
OPERATING LOSS BEFORE TAXES	(1,894,240)		(24,454,066)
Income tax expense	-		(2,640)
NET LOSS	$ (1,894,240)	$	(24,456,706)
NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$ (0.01)	$	(0.49)
Weighted Average
Shares Outstanding-Basic	193,193,539		50,026,083

Basic and diluted loss per common share is based upon the weighted average number of common shares outstanding during the period computed under the provisions of Accounting Standards Codification subtopic 260-10, Earnings per Share (“ASC 260-10”). Diluted income (loss) per share includes the dilutive effects of common stock equivalents on an “as if converted” basis. For the year ended September 30, 2013, the Company had 16,100,000 in three series of preferred convertible shares outstanding which are convertible into common shares which are dilutive securities if considered on an “as if converted” method.

~~The accompanying notes are an integral part of the audited financial statements.~~F-7

~~F-4~~Recently Issued Accounting Pronouncements

~~Citadel~~Management ~~EFT~~does not believe that any recently issued, ~~Inc.~~but ~~Statements~~not ofyet ~~Changes~~effective inaccounting ~~Stockholders’~~standards, ~~Equity~~if adopted, will have a material effect on Companies consolidated financial statements.

	Preferred Stock			Common Stock
	Shares	Amount ($0.00001)	Shares			Amount ($0.00001)		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)	Total Stockholder’s Equity
Balance, September 30, 2010	-	-	$ 13,213,960		$	132	$	60,686	$	18,282	79,100
Stock issued for services	-	-	17,111,000			1,712		17,063,888		-	17,065,600
Shares issued for services at $0.145 per share	51,000,000	510	-			-		7,394,490		-	7,395,000
Net loss			-			-		-		(24,456,706)	(24,456,706)
Balance, September 30, 2011	51,000,000	$ 510	184,324,960			$ 1,844		$24,519,064		$(24,438,424)	82,994
Stock issued for services	-	-	39,000,000			391		1,903,459		-	1,903,850
Dividends	-	-	-			-		(160,000)		-	(160,000)
Net Loss	-	-	-			-		-		(1,894,240)	(1,894,240)
Balance, September 30, 2012	51,000,000	$ 510	223,324,960			$ 2,235		$26,262,523		$(26,332,664)	$(67,396)

Income Taxes

~~The~~Income ~~accompanying~~taxes ~~notes~~are accounted for under the asset and liability method. Deferred tax assets and liabilities are anrecognized ~~integral~~for ~~part~~the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the ~~audited~~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 operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The benefit of tax positions taken or expected to be taken in the Company’s income tax returns are recognized in the condensed financial statements if such positions are more likely than not of being sustained.

FIn accordance with ASC 740-610, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting this standard, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

~~Citadel~~Advertising ~~EFT, Inc.~~Costs

~~Statements~~Citadel expenses advertising when incurred. For the years ended September 30, 2013 and 2012, Citadel incurred advertising expenses of ~~Cash~~approximately ~~Flows~~$564 and $73,090; respectively.

	Year Ended September 30, 2012		Year Ended September 30, 2011
Cash flows from operating activities:
Net (loss) income	$	(1,894,240)	$	(24,456,706)
Adjustments to reconcile net loss to net cash provided by operating activities:
Share-based compensation		1,903,850		24,460,600
Changes in assets and liabilities:
Accounts receivable		4,244		(6,352)
Prepaid expenses		-		-
Income tax receivable		4,510		(7,713)
Income tax liability		-		(62,230)
Accounts payable and accrued liabilities		130,175		14,125
Net cash provided by (used in) operating activities		148,539		(58,276)
Cash flows from financing activities:
Dividend payment on preferred stock		(160,000)		-
Net cash used in financing activities		(160,000)		-
Change in cash and equivalents		(11,461)		(58,276)
Cash and cash equivalents, beginning of period		54,332		112,608
Cash and cash equivalents, end of period	$	42,871	$	54,332
Supplemental Disclosures:
Cash paid for interest	$	-	$	-
Cash paid for taxes	$	-	$	72,933

Fair Value of Instruments

ASC 825-10, Financial Instruments requires disclosure of the fair value of certain financial instruments. The ~~accompanying~~carrying ~~notes~~value ~~are~~of ancash, ~~integral~~and ~~part~~accounts payable and accrued liabilities, as reflected in the balance sheets, approximate fair value because of the ~~audited~~short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

FThe company follows ASC 820-710, Fair Value Measurements and Disclosures and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value

~~Citadel~~NOTE ~~EFT,~~3 ~~Inc.~~- ~~Notes~~PROVISION toFOR ~~Financial~~INCOME ~~Statements For the Years Ended September 30, 2012 and 2011~~TAXES

~~NOTE~~The 1Company files income tax returns in the United States federal jurisdiction and certain state jurisdictions. ~~NATURE~~ OFWith ~~OPERATIONS~~a ~~AND~~few ~~SUMMARY~~exceptions, OFthe ~~SIGNIFICANT~~Company ~~ACCOUNTING~~is ~~POLICIES~~no longer subject to U.S. federal or state income tax examination by tax authorities on tax returns filed before September 30, 2005. The Company will file its U.S. federal return for the year ended September 30, 2013, and 2012. The federal and state filing payments have not been made for 2013, and 2012, respectively. The U.S. federal returns are considered open tax years for years 2007 - 2013. There are currently no corporate tax filings under examination by IRS tax authorities.

~~Nature~~We ofdid ~~Business.~~not ~~Citadel~~provide ~~EFT,~~any ~~Inc~~current or deferred U.S. ~~(“we”,~~Federal ~~“our”~~Income Tax provision or ~~“Citadel”)~~benefit ~~was~~for ~~incorporated~~any inof the ~~state~~periods ofpresented ~~Nevada~~because onwe ~~September~~have 1,experienced ~~2009~~operating losses since our date of incorporation. ~~Prior~~Accounting tofor ~~its~~the ~~formation,~~Uncertainty ~~Citadel~~in ~~was~~Income Taxes when it is more likely than not that a ~~sole~~tax ~~proprietorship~~asset ~~formed~~cannot inbe ~~1989~~realized through future income, the Company must allow for this future tax benefit. We provided full valuation allowance on the ~~purpose~~net deferred asset, consisting of ~~offering~~net ~~credit~~operating ~~card~~loss ~~transaction~~carry ~~processing~~forwards, ~~and~~because ~~merchant~~management ~~account~~has ~~services~~determined tothat ~~businesses~~it ~~located~~is inmore ~~North~~likely ~~America.~~than ~~Today,~~not ~~Citadel~~that ~~provides~~we ~~the~~will ~~retail~~not ~~industry~~earn ~~with~~income sufficient to realize the ~~tools~~deferred ~~and~~assets ~~services~~during ~~for~~the ~~credit~~carry ~~transactions~~forward period.

~~Basis of Presentation. Citadel prepared its financial statements in accordance with accounting principles generally accepted in the United States of America.~~F-8

~~Use of Estimates.~~ The ~~preparation~~components of ~~financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect~~ the ~~reported~~Company’s ~~amounts~~deferred oftax ~~assets~~asset and ~~liabilities~~reconciliation ~~and disclosure~~ of ~~contingent~~income ~~assets~~taxes ~~and~~computed ~~liabilities~~ at the ~~date~~statutory ofrate ~~the~~to ~~financial~~income ~~statements~~tax ~~and~~recorded ~~the~~as ~~reported~~September ~~amounts~~30, of2013 ~~revenues~~ and ~~expenses~~2012 ~~during~~is ~~the~~as ~~reporting period. Actual results could differ from those estimates.~~follows:

Recently Issued Accounting Pronouncements. Citadel does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.


	30-Sep	30-Sep
	2013	2012
Loss per financial statements	$ (15,022,326)	$ (1,894,240)
Stock based comp	-	-
Total taxable net operating loss carryforward	$ (15,022,326)	$ (1,894,240)
Deferred at 35% period end	$ 5,257,800	$ 663,000
Deferred asset prior period	7,286,200	6,623,200
Deferred cumulative	12,544,000	7,286,200
Less: 100% Allowance	(12,544,000)	(7,286,200)
Total deferred tax asset	$ -	$ -

~~Cash~~NOTE ~~and~~4- ~~Cash~~RELATED ~~Equivalents.~~PARTY ~~Citadel considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.~~TRANSACTIONS

~~Income~~There ~~Taxes. Deferred tax assets and liabilities~~ are ~~recorded~~no torelated ~~reflect~~party ~~the~~transactions ~~future~~for ~~tax consequences attributable to~~ the effects of differences between the carrying amounts of existing assets and liabilities for financial reporting and for income tax purposes. Deferred taxes are calculated by applying enacted statutory tax rates and tax laws to future years inended ~~which~~September ~~temporary~~30, ~~differences~~2013 ~~are expected to reverse. The impact on deferred tax assets~~ and ~~liabilities of a change in tax rates is recognized in income in the period that the rate change is enacted~~2012.

ANOTE ~~deferred~~5 ~~tax~~– ~~valuation~~STOCKHOLDERS’ ~~reserve is established if it is more likely than not that a deferred tax asset will not be realized.~~ DEFICIT

~~Citadel~~Reverse ~~recognizes~~Stock the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Split

~~Revenue~~On ~~Recognition~~May ~~and~~23, ~~Accounts~~2013, ~~Receivable. Citadel derives revenues primarily from~~ the ~~electronic~~Company’s ~~processing~~Board of ~~credit~~Directors , ~~charge~~pursuant ~~and~~to ~~debit~~unanimous ~~card~~written ~~transactions~~consent ~~that~~resolutions ~~are~~, authorized and ~~captured~~approved ~~through~~a ~~third-party~~reverse ~~networks.~~stock ~~Typically,~~split ~~merchants~~of ~~are~~one ~~charged~~ for ~~these~~every ~~processing~~twelve ~~services~~thousand ~~based~~(1:12,000) onof aour ~~percentage~~total ofissued ~~the~~and ~~dollar~~outstanding ~~amount~~shares of ~~each~~common ~~transaction~~stock ~~and~~which inbecame ~~some~~effective ~~instances,~~on ~~additional~~June ~~fees~~14, ~~are charged for each transaction~~2013. ~~Certain~~All ~~merchant~~references ~~customers~~in ~~are~~the ~~charged~~accompanying afinancial ~~flat~~statements ~~fee per transaction~~ and ~~may~~notes ~~also~~thereto behave ~~charged~~been ~~miscellaneous~~retroactively ~~fees,~~restated ~~including~~to ~~fees~~reflect ~~for~~the ~~handling~~above ~~charge~~change ~~backs,~~in ~~monthly~~the ~~minimums,~~ordinary ~~equipment~~share ~~rentals, sales or leasing and other miscellaneous services~~structure.

~~Revenues~~Preferred are reported net of amounts paid to sponsor banks, as well as interchange and assessments paid to credit card associations (MasterCard and Visa) under revenue sharing agreements pursuant to which such parties receive payments based primarily on processing volume for particular groups of merchants.Stock

~~F-8~~ The Company is authorized to issue 250,000,000 shares of Preferred stock, par value of $ 0.00001 per share.

WeSeries ~~follow~~A ~~the~~Convertible ~~requirements~~Redeemable of ASC 605-45, “Revenue Recognition, Principal Agent Considerations,” in determining our revenue reporting. Generally, we report revenues at the time of sale on a net basis where we are not the primary obligor in the arrangement, have minimal latitude in establishing the price of the services, do not change the product and perform part of the service, do not have discretion in supplier selection, do not have latitude in determining the product and service specifications to meet our client’s needs and do not assume credit risk. This amount includes interchange paid to card issuing banks and assessments paid to credit card associations pursuant to which such parties receive payments based primarily on processing volume for particular groups of merchants.Stock

~~Accounts~~In ~~receivable~~September ~~are~~2009, ~~primarily~~Citadel ~~comprised~~issued 51,000,000 shares of ~~amounts~~Series ~~due~~“A” ~~from~~Preferred ~~our~~Stock ~~clearing~~to ~~and~~its ~~settlement~~sole ~~banks~~officer, ~~from~~Gary ~~revenues~~DeRoos ~~earned,~~for ~~net~~services ofrendered. ~~related~~The ~~interchange~~Company ~~and~~recorded ~~bank~~compensation ~~processing~~expense ~~fees~~at the fair market value of $7,395,000 onwhich ~~transactions~~was ~~processed~~equal ~~during~~to ~~the~~its ~~month~~common ~~ending~~stock conversion price of $ 0.145 on the ~~balance~~date ~~sheet~~of ~~date~~issuance. ~~Such~~Each ~~balances~~Series ~~are~~“A” ~~typically~~Convertible ~~received~~Preferred ~~from~~Stock ~~the~~shall ~~clearing~~be ~~and~~converted ~~settlement~~at ~~banks~~any ~~within~~time ~~30 days~~by ~~following~~ the ~~end~~holder ofinto ~~each~~one ~~month~~common share. ~~Bad~~Any ~~debt~~amount ~~expense~~of isaccrued ~~recognized~~and ~~based~~unpaid ondividends ~~management’s~~in ~~estimate~~convertible ofinto ~~likely~~common ~~losses~~shares ~~per~~at ~~year,~~its ~~based~~trading price on the ~~nature~~OTC Market. The holders of the ~~revenues~~Series ~~and~~“A” ~~subsequent~~Convertible ~~month~~Preferred ~~receipt.~~Stock Aswill ofhave ~~September~~enhanced ~~30,~~voting ~~2011~~rights ~~and~~of ~~2010~~two ~~respectively,~~(2) nohundred ~~allowance~~voting rights for ~~doubtful~~each ~~accounts~~share ~~was~~of ~~deemed~~Series ~~necessary~~A Convertible Preferred Stock held of record. The Company may redeem the Series “A” Convertible Preferred Stock at $0.00001 per share.

~~Advertising~~As ~~Costs.~~of ~~Citadel’s policy regarding advertising is to expense advertising when incurred. For the years ended~~ September 30, ~~2012and~~2013, ~~2011~~there ~~Citadel~~remain ~~incurred~~11,000, ~~advertising~~000 ~~expenses~~shares of ~~approximately~~Series ~~$73,090~~“A” Preferred Stock issued and ~~$66,952,~~outstanding ~~respectively~~to Mr. DeRoos.

Financial Instruments. Citadel believes the carrying amounts of financial instruments As of September 30, 2012 and 2011, including cash and accounts receivable approximate fair value. Due to the short maturities of the cash and cash equivalents and accounts receivable, carrying amounts approximate the respective fair valuesF-9

Basic and diluted net income (loss) per share. Basic income (loss) per share is computed using the weighted average number of shares of common stock outstanding during each period. Diluted income (loss) per share includes the dilutive effects of common stock equivalents on an “as if converted” basis. For the years ended September 30, 2012 and 2011, the Company had 51,000,000 of Series AB ~~Convertible~~Preferred ~~preferred shares outstanding which are convertible into one common share which are potentially dilutive securities if considered on a “as if converted” method.~~Stock

~~NOTE~~On 2September 26, 2012, Citadel amended its articles of incorporation to approve the designation of 10 shares of the authorized Preferred Stock, as Series B Preferred Stock with a par value of $0.00001. ~~STOCKHOLDER’S~~The ~~EQUITY~~Series B Preferred Stock does not have rights of conversion, but has super voting rights equal to two (2) times the sum of (i) the total number of shares of common stock which are issued and outstanding at the time of any election or vote by the shareholders plus (ii) the number of preferred stock which have voting rights then issued and outstanding.

~~Series~~As Aof ~~Convertible~~September ~~Redeemable~~30, 2013, there was 1 Series B Preferred ~~Stock~~Share issued and outstanding.

~~In September 2011, Citadel issued 51,000,000 shares of~~ Series AC ~~Convertible~~ Preferred Stock to its sole officer, Gary DeRoos for services rendered. The Company recorded compensation expense at the fair market value of $7,395,000 which was equal to its common stock conversion share price of $0.145 on the date of issuance. Each share of Series A Convertible Preferred Stock shall be convertible at any time at the option of the holder into one common share. Any amount of accrued and unpaid dividends is convertible into common shares at its trading price on the OTC Market. The holders of the Series A Convertible preferred Stock will have two hundred voting rights for each share of Series A Convertible Preferred Stock held of record. The Company may redeem the Series A Convertible Preferred Stock at $0.0001 per share.

On September 26, 2012, Citadel amended its articles of incorporation to approve the designation of 30,000,000 shares of Series BC Preferred Stock, at par value $0.00001. The Series C Preferred Stock has liquidation rights on any liquidation, distribution or winding-up of the Company, whether voluntary or involuntary, and shall be paid out of the assets of the corporation at a rate equal to $1.00 per share, or, in the event of an aggregate subscription by a single subscriber for Series C Preferred Stock in an amount in excess of $100,000 at a rate of $0.997, plus any declared but unpaid dividends. The Series C Preferred is convertible at any time, but not before six months or twelve months depending on the timeliness of certain public filings by the Company with the Securities and Exchange Commission (SEC), into the number of shares of common stock equal to the price of the Series C Preferred Stock divided by the par value of the common stock. The Series Preferred Stock has voting rights equal to ten (10) votes per share for any election or any other matter placed before the shareholders requiring a vote.

On ~~September~~November 267, 2012, ~~Citadel~~the Company amended its articles of incorporation to ~~approve~~increase the approved designation of 10the ~~shares~~Series ofC ~~Series~~Preferred BStock ~~preferred~~to ~~stock~~70,000,000 ~~at a par value of $0~~shares.~~00001. The~~ ~~Series~~No Bchanges ~~stock~~were ~~does~~made ~~not have any conversion rights associated with them. The Series B stock have voting rights equal~~ to ~~two times~~ the ~~sum~~preferences ofnoted ~~(i) the total number of shares of common stock which are issued and outstanding at the time of voting plus (ii) the total number of shares of any preferred stocks which are issued and outstanding~~above.

~~F-9~~On September 30, 2013, there were 4,446,998 Series C Preferred Stock shares issued and outstanding. The shares were issued as consideration for the purchase of artwork and sports memorabilia, and 8,800 shares issued for cash.

Series CD ~~Convertible~~ Preferred Stock

On September 26, 2012, Citadel amended its articles of incorporation to approve the designation of 3018,000,000 shares of ~~Series~~its Bauthorized ~~convertible~~shares ~~preferred~~as ~~stock, (“~~Series CD ~~stock”)~~Preferred atConvertible Stock with a par value of $0.00001. The Series CD ~~stock~~Stock has liquidation rights ~~upon~~on any liquidation, ~~dissolution~~distribution or winding -up of the Company, whether voluntary or involuntary, and shall be paid out of the assets of the ~~Company~~corporation at a rate equal to $1.00 per share, or, in the event of an aggregate subscription by a single subscriber for Series CD ~~stock~~Preferred Stock in an amount in excess of $100,000, at a rate of $0.997 ~~per share~~, plus ~~all~~any declared but unpaid dividends. The Series CD ~~stock~~Preferred is convertible at any time, but not before six months or twelve months depending on the ~~Company’s~~timeliness ~~filing~~ of certain public ~~reports~~filings by the Company with the Securities and Exchange Commission (SEC), into the number of shares of common stock equal to the price of the Series CD ~~stock~~Preferred Stock divided by the par value of the common stock. The Series CPreferred ~~stock~~Stock has voting rights equal to ten (10) votes per share for any election or any other ~~vote~~matter placed before the shareholders ofrequiring ~~the~~a ~~company~~vote.

OnAs ~~November 7, 2012 Citadel amended the designation~~ of ~~Series~~September ~~C preferred stock to increase the number of shares from~~ 30,~~000,000~~ ~~to 70~~2013,~~000,000~~ ~~shares~~there ofwere ~~Series C preferred stock~~639,100 ~~par~~Series ~~value~~D ~~$0.00001.~~Preferred ~~All~~shares ~~other~~issued ~~rights, preferences~~ and ~~limitations of the Series C preferred stock remain in force~~outstanding.

Series DE ~~Convertible~~ Preferred Convertible Stock

On ~~September~~November 267, 2012, Citadel amended its articles of incorporation to approve the designation of 182,000,000 shares of ~~Series~~its Dauthorized ~~convertible~~shares ~~preferred~~as ~~stock, (“~~Series DE ~~stock”)~~Preferred atConvertible ~~a par value of $0~~Stock.~~00001.~~ The Series CE ~~stock~~Stock has liquidation rights ~~upon~~on any liquidation, ~~dissolution~~distribution or winding -up of the Company, whether voluntary or involuntary, and shall be paid out of the assets of the ~~Company~~corporation at a rate equal to $1.00 per share, or, in the event of an aggregate subscription by a single subscriber for Series DE ~~stock~~Preferred Stock in an amount in excess of $100,000, at a rate of $0.997 ~~per share~~, plus ~~all~~any declared but unpaid dividends. The Series DE ~~stock~~Preferred is convertible at any time, but not before six months or twelve months depending on the ~~Company’s~~timeliness ~~filing~~ of certain public ~~reports~~filings by the Company with the Securities and Exchange Commission (SEC), into the number of shares of common stock equal to the price of the Series CE ~~stock~~Preferred Stock divided by the par value of the common stock. The Series DPreferred ~~stock~~Stock has voting rights equal to ten (10) votes per share for any election or any other ~~vote~~matter placed before the shareholders ofrequiring ~~the~~a ~~company~~vote.

~~Dividends~~As of September 30, 2013, there were 20,000 Series E shares issued and outstanding.

During the year ended September 30, 2012, Citadel declared and paid dividends totaling $160,000 on the shares of Series A Preferred Stock. The CEO, Mr. Gary DeRoos is the owner of all the outstanding preferred shares of the company. F-10

~~Common~~Series F Preferred Convertible Stock

~~During~~On ~~the~~November ~~year ended September 30~~7, 2012, Citadel ~~issued~~amended 11its articles of incorporation to approve the designation of 2,~~500~~000,000 ~~common~~shares of its authorized shares toas ~~various~~Series ~~consultants~~F ~~for~~Preferred ~~services~~Convertible Stock. ~~Citadel~~The ~~recorded~~Series ~~compensation~~F ~~expense~~Stock has liquidation rights on any liquidation, distribution or winding-up of the Company, whether voluntary or involuntary, and shall be paid out of the assets of the corporation at a rate equal to $1.00 per share,~~408~~ or,~~850~~ ~~based~~in on the ~~closing~~event ~~prices~~of ~~ranging~~an ~~from~~aggregate subscription by a single subscriber for Series F Preferred Stock in an amount in excess of $100,000 at a rate of $0.03997, plus any declared but unpaid dividends. The Series F Preferred is convertible at any time, but not before six months or twelve months depending on the timeliness of certain public filings by the Company with the Securities and Exchange Commission (SEC), into the number of shares of common stock equal to $0the price of the Series F Preferred Stock divided by the par value of the common stock.16 The Series Preferred Stock has voting rights equal to ten (10) votes per share onfor any election or any other matter placed before the ~~issuance~~shareholders ~~dates~~requiring a vote.

~~During~~As ~~the~~of ~~year ended~~ September 30, ~~2012~~2013, ~~Citadel~~there ~~further~~were ~~issued~~no ~~27,500,000~~Series ~~common~~Preferred ~~shares~~F toConvertible ~~various~~Shares ~~consultants~~issued ~~for~~and ~~services~~outstanding. ~~Citadel recorded compensation expense of $495,000 based on the closing price of $0.018 per share on the issuance dates of the shares.~~

~~During~~Series ~~the~~G ~~year~~Preferred ~~ended~~Convertible September 30, 2011, Citadel issued 71,000,000 common shares to our sole officer Gary DeRoos for services rendered. Citadel recorded compensation expense of $3,550,000 according to the latest private placement per share amount of $0.05 given the common stock was not traded on an exchange. Stock

FOn November 7, 2012 Citadel amended its articles of incorporation to approve the designation of 2,000,000 shares of its authorized shares as Series G Preferred Convertible Stock. The Series G Stock has liquidation rights on any liquidation, distribution or winding-up of the Company, whether voluntary or involuntary, and shall be paid out of the assets of the corporation at a rate equal to $1.00 per share, or, in the event of an aggregate subscription by a single subscriber for Series G Preferred Stock in an amount in excess of $100,000 at a rate of $0.997, plus any declared but unpaid dividends. The Series F Preferred is convertible at any time, but not before six months or twelve months depending on the timeliness of certain public filings by the Company with the Securities and Exchange Commission (SEC), into the number of shares of common stock equal to the price of the Series G Preferred Stock divided by the par value of the common stock. The Series Preferred Stock has voting rights equal to ten (10 ) votes per share for any election or any other matter placed before the shareholders requiring a vote.

~~During~~As ~~the~~of ~~year ended~~ September 30, ~~2011~~2013, ~~Citadel~~there ~~issued~~were ~~11,000~~no ~~common~~Series ~~shares~~Preferred toG aConvertible ~~third~~Shares ~~party~~issued ~~for~~and ~~consulting services~~outstanding. ~~Citadel recorded consulting expense in an amount equal to the fair market value of $1,100 according to the closing price on the date of issuance of $0.10 per share.~~

During the year ended September 30, 2011, Citadel issued 100,000,000 shares of common stock to our sole officer Gary DeRoos for services rendered. Citadel recorded compensation expense in an amount equal to the fair market value of $13,500,000 according to the closing price of $0.135 per share on the date of issuance.Dividends

During the year ended September 30, ~~2011~~2013, Citadel ~~issued~~declared ~~100,000~~and ~~shares~~paid ofdividends ~~common~~totaling ~~stock~~$325,000 toon athe ~~third~~shares ~~party~~of ~~for~~Series ~~consulting~~A ~~services.~~Preferred ~~Citadel~~Convertible ~~recorded~~Stock ~~consulting~~as ~~expense~~compared into ~~the~~$160,000 ~~amount~~for ~~equal~~year toended ~~the~~September ~~fair~~30, ~~market~~2012. ~~value~~The ~~of $14~~CEO,~~500~~ ~~according~~Gary toDeRoos, is the ~~closing~~sole ~~price~~owner of ~~$0.145~~the ~~per~~outstanding ~~share~~preferred onshares ~~the date~~ of ~~issuance~~the company.

~~NOTE~~Common ~~3. INCOME TAXES~~Stock

~~Income~~The ~~tax~~Company ~~expense~~is ~~for~~authorized ~~the~~to ~~years~~issue ~~ended~~1,100,000,000 ~~September~~shares ~~30,~~of ~~2012~~common ~~and~~stock, ~~2011~~par isvalue as$0.00001 ~~follows:~~per share.

	2012	2011
Current:
Current - Federal	$ -	$ 1,661
Current – State	-	979
Deferred	-	-
	$-	$2,640

During fiscal year ended September 2013, the Company had 35,856,413 shares of its common stock issued and outstanding; it issued 6,000 for services, and 7,431,000 for an unconsummated purchase of US Gold Bonds and 28,400,000 to retire preferred shares.

ANOTE ~~reconciliation~~6 of- ~~the~~OTHER ~~actual~~MATERIAL ~~taxes to the statutory U.S. taxes for the period ended September 30, 2012 and 2011 is as follows:~~CONTRACTS

	2012	2011
Income tax expense (benefit) at the statutory federal rate (15%)	-	$ (3,669,689)
Increase (decrease) resulting from:
Permanent differences	-	3,671,350
State tax expense	-	979
Income tax expense	-	$ 2,640

On October 24, 2012, Citadel entered into an agreement with Art To Go, Inc., a New York corporation for the purchase of certain for fine art, artwork, and sports memorabilia. The consideration for the purchase was the issuance of 2,800,000 shares of Series C Preferred Convertible Stock. Citadel increased the consideration to 4,000,000 Series C Preferred Convertible Stock.

~~As of September 30, 2012 and 2011 Citadel has a current tax receivable of $0 and $7,713, respectively.~~ F-11

NOTE 4.7 ~~SUBSEQUENT~~– ~~EVENTS~~FAIR VALUE OF FINANCIAL INSTRUMENTS

OnASC ~~September~~825-10 ~~27,~~defines ~~2012,~~fair ~~Citadel~~value ~~entered~~as ~~into~~the anprice ~~initial~~that ~~asset~~would ~~purchase~~be ~~agreement~~received ~~with~~from ~~Art~~selling toan ~~Go,~~asset ~~Inc.,~~or paid to transfer a ~~New~~liability ~~York~~in ~~Corporation~~an ~~for~~orderly ~~the~~transaction ~~purchase~~between ofmarket ~~various~~participants ~~sports~~at ~~memorabilia~~the measurement date. In ~~exchange~~When ~~for~~determining the fair value measurements for assets, ~~Citadel~~and ~~agreed~~liabilities torequired ~~issue~~or ~~1,200,000~~permitted ~~Series~~to Cbe ~~preferred~~recorded ~~stock. On~~at ~~October~~fair 24value, ~~2012,~~the ~~Citadel~~Company ~~entered~~considers ~~into~~the aprincipal ~~final~~or ~~asset~~most ~~purchase~~advantageous ~~agreement~~market ~~with~~in ~~Art~~which toit ~~Go,~~would ~~Inc.~~transact ~~for~~and ~~the~~considers ~~same~~assumptions ~~assets~~that ~~and~~market ~~which~~participants ~~was~~would ~~finalized~~use onwhen ~~October~~pricing 24the asset or liability, ~~2012. Additional~~such ~~consideration~~as ofinherent 2risk,~~800~~ transfer restrictions,~~000~~ ~~Series~~and Crisk ~~preferred~~of ~~stock~~nonperformance. A ~~total~~ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of ~~4,000,000~~observable ~~Series~~inputs Cand ~~stock~~minimize ~~was~~the ~~issued~~use inof ~~November~~unobservable ~~2012~~inputs aswhen ~~consideration~~measuring fair value. ~~Citadel~~ isASC ~~obtaining~~825-10 ~~an independent~~establishes ~~valuation~~three levels of ~~the~~inputs ~~assets~~that ~~purchased.~~may be used to measure fair value:

InLevel ~~November~~1 ~~2012,~~- ~~Citadel~~Quoted ~~issued~~prices 1in ~~share~~active ofmarkets ~~Series~~for Bidentical ~~preferred~~assets ~~stock~~or ~~to Mr~~liabilities. ~~Gary DeRoos.~~

InLevel ~~November~~2 ~~2012,~~- ~~Citadel~~Observable ~~issued~~inputs ~~40000,000~~other ~~shares~~than ofLevel ~~Series~~1 Cprices ~~preferred~~such ~~stock~~as toquoted ~~Mr.~~prices ~~Gary~~for ~~DeRoos.~~similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or

InLevel ~~November~~3 ~~2012,~~- ~~Citadel~~Unobservable ~~issued~~inputs ~~400,000~~to ~~shares~~the ofvaluation ~~Series~~methodology Cthat ~~preferred~~are ~~stock~~significant to ~~various~~the ~~consultants~~measurement of fair value of assets or liabilities.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In ~~November~~certain ~~2012~~cases, ~~Citadel~~the ~~issued~~inputs anused ~~additional~~to 10measure fair value may fall into different levels of the fair value hierarchy. In such cases,~~500~~ for disclosure purposes,~~000~~ ~~shares~~the oflevel ~~comons~~in ~~stock~~the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to Mrthe fair value measurement. ~~Kenneth~~The ~~Radliffe~~debt ~~under~~derivative, ~~his~~comprised ~~consulting~~of ~~agreement~~our bifurcated convertible debt features on our convertible notes, is measured at fair value using quoted market prices and estimated volatility factors based on historical prices for the Company’s common stock and are classified within Level 3 of the valuation hierarchy.

~~F-11~~ The Company purchased a collection of art work and memorabilia from Art To Go, Inc. in October 2012, the collection was originally valued by Sports and Entertainment Marketing Group using level 1 quoted prices. The value of the asset they assigned was $10,389,068. The Company noted that some of the value was not based upon any active market for identical assets, and had a second independent appraisal completed using level 2 guidelines. The valuation was completed by Doty Scott Enterprises, Inc. For purposes of this report, including any opinions required by the Company, we utilized fair value defined by the International Financial Reporting Standards (IFRS) and Statements of Financial Accounting Standards (SFAS) guidelines (International Valuation Standards Council (IVSC) 2012 Exposure Draft on Fair Value Measurement – ED/2012 and Financial Accounting Standards Board (“FASB”) in FASB ASC 820 – Fair Value Measurements and Disclosures.

This organization brought the value of the collection down to $2,972,000, based upon observable inputs of retail price to wholesale price and in consideration that the purchase price was satisfied by the issue of preferred equities.

NOTE 8 – SUBSEQUENT EVENTS

Between November 13, 2013 and January 17, 2014, the Company issued 7,027,500 shares of restricted stock for consulting services to various entities in regard to obtaining a Stand By Letter of Credit (“SBLOC”), which was ultimately completed on December 15, 2013 when the Company entered into the agreement noted below.

On December 15, 2013, the Company entered into an agreement with InterGlobal Management, LLC (“IGI”) and Spartacus Partners Corporation (“Spartacus”) to place 4,000,000 restricted shares at a price $2.50 per share ($10,000,000) with Spartacus, to be held in escrow in return for an interest in a Stand By Letter of Credit (“SBLOC”) of with a total value of $180,000,000.

On December 23, 2013, the Company entered into a Subscription Agreement with Spartacus Partners Corporation (“Spartacus”) by which Spartacus agrees to purchase $125,000,000 of the Company’s common stock over a twelve month period.

F-12

QUARTER ENDED

December 31, 2011

March 31, 2012

June 30, 2012

September 30, 2012

Filing Compare · Citadel EFT, Inc.