One of the key parts of our business plan is to use aggressive marketing and sales campaigns by engaging outside marketing and telemarketing services, purchase ads in key areas and websites, join trade groups, and utilize social networking opportunities and websites. In the event none of these campaigns generate sales we will lose the investment made into the campaigns and we will need to continue to rely on only our existing client base, which is not likely to produce growth.

    As new companies form and operate on the Internet, we anticipate having to compete against existing as well as newly-formed companies which may have more financing and/or more name-recognition than we do. This could potentially cause us to be unable to compete and we may lose a significant portion of our current clients as a result.

    We expect to encounter risks and difficulties frequently faced by companies with limited name recognition in new markets. If you invest in our shares you must consider the risks and difficulties, such as:

• The need to establish our brand name awareness;
• The need for sufficient funds;
• The dependence on our website.

    The severe market downturn that began in September 2008, has negatively impacted our industry as well as the global economy. While our business has not been severely impacted by it to date, it is entirely possible we will be negatively affected by a worsening or even continuous economic slowdown, which will result in our inability to generate income and raise capital, and may force us to shut our business down.

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    Our management team consists of Gary DeRoos, sole officer and a director, and Maria Teresa DeRoos (wife of Gary DeRoos), director. If we lost either of these key people it would hinder our progress a great deal. We have no employment agreements with any of our officers or directors. This means that potentially, any of our officers and directors may leave us without notice and possibly work for a competitor.

    Because we operate in a competitive market, we are very dependent on being able to attract qualified people to work with us. Additionally, there is intense competition for the kind of personnel we need. Our success depends on our ability to attract and hire such personnel. We can't assure you that we will be able to attract and retain the kind of staff and other personnel we need.

    6. Our Management Has No Previous Experience in Managing a Public Company.

    Although each member of our management has extensive experience in running our business, our management team has virtually no experience managing a public company and neither has extensive experience in evaluating internal controls on the financial reporting. As we expand, we will need to allocate significant resources to meet applicable internal financial reporting standards, which include those controls and standards intended to keep our financial accounts and reporting accurate, thorough and free of fraud. If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud, which would have a material adverse effect on our business and stock.

    Our common shares are not listed on any stock market or exchange, making the selling and trading of our shares exceedingly difficult. Without a secondary market, one is not easily able to sell or trade our shares after purchasing them, and therefore may be stuck with their shares, rendering them illiquid. We have applied for a priced quotation on the OTC Bulletin Board, but there is no guarantee that our application will be approved. And even if we are accepted, quotation on the OTC Bulletin Board doesn't assure that a meaningful market will be created and sustained. It is common, in fact, for OTC-listed companies to have a non-existent trading volume on any given day.

    8. We Have No Plans To Pay Dividends, Leaving Our Equity Investors With No Income From Citadel For The Foreseeable Future.

    We do not expect to pay dividends now or in the foreseeable future. We intend to use any future earnings for marketing, sales, and improving and expanding the services we offer our merchant clients. Should we decide to pay dividends at any time in the future, there is no guarantee that they will be paid on a timely basis. If in buying our stock you anticipate income from dividends, you should not buy our stock.

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    We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. In the future, if we do sell more common stock, your investment could be subject to dilution. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us.

    The trading of our securities, if any, will be in the over-the-counter Bulletin Board market which is commonly referred to as the OTCBB as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our common stock.

    Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

    For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.  In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

    The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

• the basis on which the broker or dealer made the suitability determination, and

• that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

    Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and commission's payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

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    Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock, if and when our common stock becomes publicly traded. In addition, the liquidity for our common stock may decrease, with a corresponding decrease in the price of our common stock. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their common stock.

    Our merchant services may bring liability to us. We have posted our service information and other content on our web site but could possibly face potential liability for negligence, trademark, and other claims based on the nature and content of the materials we post on our website, or else create, produce or otherwise acquire or disseminate through means outside of our website. We could also be exposed to liability with respect to unauthorized duplication of content or unauthorized use of other parties' proprietary technology. Although we may obtain general liability insurance, it may not cover potential claims of this type or may not be adequate to protect us from all liability that may be imposed, and to date, we have not obtained any kind of liability insurance for the company or our management personnel. Therefore any imposition of liability could become very expensive for us and lower the worth of shares. We believe that our services, trademarks and other proprietary rights do not infringe on the proprietary rights of third parties. There can be no assurance that third parties will not assert infringement claims against us in the future with respect to current or future services, trademarks or other works or that such assertion may not require us to enter into royalty arrangements or engage in costly litigation.

    12. Forward Looking Statements Render Investing In Citadel Uncertain.

    The information and discussion in this Prospectus contains both historical and forward-looking statements. The forward-looking statements regarding our financial condition, operating results, business prospects or any other aspect of our company, can be quite different from our actual financial condition, operating results and business performance in the end, once we have become operational.

    We have tried to identify factors that would cause results to differ from our expectations. The factors we have isolated are:

• bad economic conditions;
• intense competition;
• entry of new competitors with similar marketing plans;
• increased and more stringent federal, state and local government regulation;
• under-funding;
• unexpected costs;
• price increases for supplies;

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• inability to raise prices;
• bad reviews of our services on consumer and merchant networking sites;
• risk of litigation and administrative proceedings against our Company and our employees;
• fluctuation of our operating results and financial condition;
• bad publicity and news coverage;
• unsuccessful marketing and sales plans;
• loss of key executives;
• inflation factors.
  

    We will not receive any proceeds from the sale of the shares of common stock in this offering. All proceeds from the sale of the shares of common stock will be received by the selling shareholders.

    Since our common stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was determined by the price of the common stock that was sold to our security holders pursuant to an exemption under Rule 506 of Regulation D promulgated under the Securities Act of 1933. The offering price of the shares of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.

    Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

    In addition, there is no assurance that our common stock will trade at market prices in excess of the initial offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

DILUTION

    Since all of the shares of common stock being registered are already issued and outstanding, no dilution will result from this offering.

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    There are 46 selling shareholders. They may sell some or all of their common stock in one or more transactions, including block transactions:

    The sales price to the public is fixed at $0.05 per share until such time as the shares of our common stock become traded on the Bulletin Board operated by the Financial Industry Regulatory Authority or another exchange. If our common stock becomes quoted on the Bulletin Board or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:

    The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144. The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services.

    Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker's or dealer's commitment to the selling shareholders. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers.

    We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders. We are bearing all costs relating to the registration of the common stock, estimated to be $40,000. The selling shareholders, however, will pay commissions or other fees payable to brokers or dealers in connection with any sale of the common stock. The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

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    1. Not engage in any stabilization activities in connection with our common stock;

    2. Furnish each broker or dealer through which common stock may be offered, such as copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

    3. Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act of 1934.

    There is no assurance that any of the selling shareholders will sell any or all of the shares offered by them. Under the securities laws of certain states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is met.

    Of the 13,213,960 shares of common stock outstanding as of December 8, 2009, 12,000,000 shares are owned by Gary DeRoos, our president. The 12,000,000 shares can only be resold in compliance with Rule 144 of the Securities Act of 1933. The remaining 1,213,960 shares can be resold pursuant to this registration statement.

    We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

    Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses).  While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.

    Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

    Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

    Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

    Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

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    Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

    Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

    Rule 15g-9 requires broker/dealers to approved the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.  The application of the penny stock rules may affect your ability to resell your shares.

    The application of the penny stock rules may affect your ability to resell your shares.

    We have about 1,700 merchant-clients that use our terminals to process their credit card transactions which allowed us to be profitable, even in our infancy. But a sudden drop in U.S. economic activity, such as through a "double-dip" recession, will undoubtedly have an effect on our revenues, 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 a standard contract, the rates at which we have negotiated with each of our merchant-clients may vary slightly.

    The main challenges we 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.

    Our other chief concern is competition. Our industry has relatively easily-overcome barriers to entry. We believe this may lead, in the near-term, to a further splintering of the market, and in the mid- to long-term will lead to a consolidation of the industry. We believe by streamlining all our operations into one public vehicle, we will be in a better position to be the company to do the consolidating of this industry, rather than be the one to be consolidated.

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    Our specific goal is to begin the expansion components of our business plan including developing our web campaign, joining social networking sites such as Facebook and Twitter and actively promoting our product. We intend to accomplish the foregoing through the following milestones:

    We do not anticipate any significant changes in the number of employees. We currently have one and anticipate having one to four employees in the next 12 months.

    As of September 30, 2009, our total assets were $82,612 and our total liabilities were $60,151. As of September 30, 2009, $56,209 was advanced by our president to our attorney for legal and consulting services provided to us.   As of September 30, 2009, we had issued a total of 12,000,000 shares of our common stock. As of December 31, 2009, we have issued a total of 13,213,960 shares of our common stock. The amount of cash we had on hand as of September 30, 2009 was $29,391, and our working capital was $22,461. We believe that our cash and working capital is sufficient to satisfy our operating requirements for the next twelve months.  At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it, then we will either have to suspend operations until we do raise the cash, or cease operations entirely.  Other than as described in this paragraph, we have no other financing plans.

    The business is debt free (except for advances from our president) and has no loans or leases on property or equipment. Revenues are generated by residuals from banks that we are associated with. We generate our income as the third-party agent for point-of-sale credit card payment processing providers such as Best Payment Solutions, Moneris and National Processing Center. We have no financing debt associated with the business. Unlike banks and credit card issuers, we have no exposure to loss due to nonpayment and bad debt. The processing company and merchants are liable for such debt.

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    In November, 2009, we closed our private offering by raising $23,300 in cash and issuing 466,000 shares of common stock to 38 individuals. The 466,000 shares issued are being registered in this offering. Additionally, 747,960 shares (six percent (6%) of the total outstanding shares after our private offering) were issued to Going Public Pros in consideration of consulting and marketing services rendered and are being registered in this offering. The services rendered were for consulting services and to cover expenses related to the public listing of our company, including state franchise and incorporation fees and expenses related to our private stock offering. The foregoing 1,213,960 shares of common stock were issued as restricted securities pursuant to the exemption from registration contained in Reg. 506 of the Securities Act of 1933.

    For the period from September 1, 2009 (inception) through September 30, 2009, we paid Going Public Pros $25,000. The $25,000 is accounted for in the financial statements as prepaid expenses. A copy of the contract is filed as Exhibit 10.1 to this registration statement.

    For the period from September 1, 2009 (inception) through September 30, 2009, we accumulated a profit of $22,341, consisting of our business profits. For the period from September 1, 2009 (inception) through September 30, 2009, we have generated revenues of $28,221 and have incurred operating expenses of $1,938. For the period from September 1, 2009 (inception) through September 30, 2009, we spent $1,938 on operating expenses consisting of administrative, advertising, payroll and consulting expenses. No attorney or auditing fees were incurred for the period from September 1, 2009 (inception) through September 30, 2009. Due to the abbreviated period covered by our year end, most of the expenses related to the registration of these securities were paid in periods just prior or slightly after our year end.

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    We were incorporated in Nevada on September 1, 2009, to engage in the business of providing credit card terminals and merchant account services. We provide these services in all 50 states. The terminals provided are Verifone, Hypercom and Lipman point of sale terminals as well as Authorizenet.com and NPCSecure.com for the online software. Our statutory registered agent in Nevada is National Registered Agents Inc. of NV located at 1000 East William Street, Suite 204, Carson City, Nevada 89701. Our business office is located at 1100 Irvine Blvd, Suite 322., Tustin, California 92780 and our telephone number is (714) 730-8143. Our website is www.citadelbankcard.com.

    During the twenty years prior to incorporation, Gary DeRoos and Maria Teresa DeRoos have operated Citadel EFT, Inc. as a sole proprietorship. We decided to incorporate as a new corporation to act as a vehicle by which to operate a new retail transaction processing venture, and have the corporation provide the retail industry the tools and services for credit transactions.

    We transferred our client base of approximately 1,700 "merchant-clients" or "client-businesses" that we had developed through the sole proprietorship, and transferred them into Citadel the corporation, in order to streamline and grow our operations.

    We plan to continue targeting our marketing campaigns at medium to large size businesses.

    We continue to promote our business and our website located at www.citadelbankcard.com.

    We also raised money through a private stock offering which raised a total of $23,300 in cash.

    As of September 30, 2009, our assets consist of cash of $29,391, pre-paid expenses of $25,000, accounts receivable of $28,221, and our database of clients through which we conduct business to which no value has been assigned.

    Our market consists of established and new businesses. They are composed of large companies consisting of over 100,000 transactions in Visa and MasterCard volume and smaller companies with only a few thousand transactions in Visa and MasterCard volume 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.

    Our plan to generate future revenues is:

• Continue to spend more advertising dollars where they have generated the best return on investment. Internet advertising has seen the greatest return for each dollar spent.

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• We will also use marketing experts to generate new clients for the company. 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.

• We will continue to price our product aggressively through our existing sources and contacts.

• We plan to "give away" the terminal. The reason for this is that most of the money we generate is through residuals. Residuals are a percentage of the customer base of credit card transactions. For example, if merchant A has 100,000 dollars in credit card sales, the company will make residual on each transaction of every customer that uses their credit card at merchant A's location. The amount is based on the quote given to merchant A. The typical gain on each account is based on many factors including the discount rate, transaction fee, and the mid- and non-qualified rates. The mid- and non-qualified rates are for business, government, and foreign card transactions. The mid-qualified are for reward cards and keyed-in transactions. Also included are the compliance fees, annual fees, monthly minimums, statement fees to name a few. Visa and MasterCard have over one hundred different categories depending on the type of card used.

• All terminals have a lifetime warranty for regular wear and tear as long as merchant has their business with Citadel EFT and is actively processing. Terminals are usually replaced with a call tag for the merchant to send back the defective unit. The 1-800 customer service number, provided to us by a third-party vendor, has approximately 300 people ready to answer any questions or issues arising from merchant-clients.

• We plan to concentrate on quality high volume merchants such as hospitals, health care clinics, and the health related industry. We will do this by joining memberships as well as advertising in trade magazines and publications of the industry. Other profitable industries in the industry are restaurants in major metropolitan areas.

• We plan to acquire smaller companies with their merchant base along with their residuals. Typically a merchant base buyout is based on the companies' monthly residual volume, merchant type and how long the merchant has been in business. The ratio is anywhere from 15 to 25 times the monthly residual. We see this as a way to exponentially grow profits as well as hire new sales associates to promote the Citadel EFT brand.

    Internet advertising has been the greatest marketing and sales-generating vehicle. We plan to continue to spend more advertising dollars on Internet advertising.

    We will also use marketing experts to generate new clients for the company. 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.

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    We plan to "give away" the terminal. The reason for this is that most of the money we generate is through residuals. Residuals are a percentage of the customer base of credit card transactions. For example, if merchant A has $100,000 in credit card sales, the company will make a residual on each transaction of every customer that uses their credit card at merchant A's location. The amount is based on the quote given to merchant A. The typical gain on each account is based on many factors including the discount rate, transaction fee, and the mid- and non-qualified rates. The mid- and non-qualified rates are for business, government, and foreign card transactions. The mid-qualified are for reward cards and keyed-in transactions. Also included are the compliance fees, annual fees, monthly minimums, statement fees to name a few. Visa and MasterCard have over one hundred different categories depending on the type of card used.

    Once a merchant is boarded 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 statements. There 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.

    We plan to acquire smaller companies with their merchant base along with their residuals, for either cash, stock or a combination of both. Typically a merchant base buyout is based on the target company's monthly residual volume, merchant type and length of time in business. The buyout ratio is anywhere from 15 to 25 times the monthly residual. We see this as a way to grow profits as well as hire new sales associates to promote the Citadel EFT brand.

    Our main competitors are companies in our field of operations who advertise on the Internet. Currently our competitors are North American Bankcard, United Bankcard, Bank of America, Card Services International and Merchant Warehouse.

    We intend to successfully overcome our competition by:

• Acquiring smaller companies with their merchant base along with their residuals.
• 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.
• Continuing to "give away" the terminal to approved merchants. The reason for this is that most of the money we generate is through residuals. Residuals are a percentage of the customer base of credit card transactions.
• Using marketing experts to generate new clients. This includes but is not limited to using blogs, chat rooms, social networks such as Facebook and Twitter, internet promotion companies such as Media760, search engine placement, opt-in email promotion, self- producing web sites, and referrals.
• Offering our clients low transaction fees and pricing.
• Contracting outbound telemarketers.
• Duplicating the successful marketing campaign for Air America.
• Hiring stock promotion companies and announcement services.

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• Joining professional associations such as the Chamber of Commerce.
• Forming Internet partnerships by exchanging website promotions.

    With these marketing plans in place, we feel that we will increase our merchant base and therefore increase our profits.

    We are not currently subject 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 may be adopted with respect to the Internet. These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information 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 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.

    We 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 or increase the cost of doing business as 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 that we are required 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 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 affect on our business, results of operations and financial condition.

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

    The total number of employees we have, including full- and part-time, is currently one: Gary DeRoos. We rely on the services of our President, Secretary and Chairman, Gary DeRoos and our Director Maria Teresa DeRoos to devote as much time as they can to the company, and to spend time overseeing our administrative responsibilities as well. Currently, both Gary DeRoos and Maria DeRoos devote approximately 40-60 hours per week to the company.

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    We anticipate that our officers will continue to devote the same number of hours, on average, per week to our company in the foreseeable future.

    On June 18, 2009, our predecessor executed a consulting agreement whereby we agreed to pay Going Public LLC $25,000 and six percent (6%) of the total outstanding shares post our private offering totaling 747,960 shares of common stock, to provide consulting services and cover expenses related to the public listing of our company, including state franchise and incorporation fees and expenses related to our private stock offering conducted during 2009.

    On July 1, 2009, our predecessor executed a consulting agreement whereby we agreed to pay Executive Consulting Services Group (ECS) $1,000 per month for three month increments, renewable by mutual agreement. Currently, the contract has been renewed through March 31, 2010 and the monthly fee is $1,500. ECS provides administrative support for the day-to-day operations of the Company. Administrative duties include maintaining compliance with regulatory agencies such as Nevada Secretary of State and the Securities and Exchange Commission, maintaining the Corporate Minute Book, is the Company's bookkeeper, and is an EDGAR/IDEA filing service. Additionally, ECS acts as liaison between the Company's president and auditor, legal counsel, transfer agent, registered agent and the SEC. Upon SEC effectiveness, ECS will continue to provide administrative and compliance support especially as it relates to the preparation of financial statements and reports on Form 10-Q, 10-K and 8-K.

    Our directors will serve until their successor is elected and qualified. Our sole officer is elected by the board of directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The board of directors has no nominating, auditing or compensation committees.

    The name, address, age and position of our present officer and director is set forth below:

    The persons named above have held their offices/positions since our inception and is expected to hold their offices/positions until the next annual meeting of our stockholders.

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    Since September 1, 2009, Mr. DeRoos (husband of Maria Teresa DeRoos) has been our President, Chief Executive Officer, Secretary/Treasurer, Chief Financial Officer, Principal Accounting Officer and a member of the Board of Directors. From 1989 to the present, Mr. DeRoos has been the owner of Citadel E.F.T., a sole proprietorship engaged in the business of providing credit card terminals and merchant account services in Tustin, California.

    Since September 1, 2009, Mrs. DeRoos (wife of Gary 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 Tustin, California.

    During the past five years, neither Mr. nor Mrs. DeRoos have been the subject of any of the following events:

    Mr. DeRoos is deemed a "promoter" of our company, within the meaning of such term under the Securities Act of 1933 since he founded and organized our company. Mr. DeRoos is our only "promoter". 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. Mr. DeRoos has not received and is not entitled to receive any additional consideration for his services as our promoter.

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    We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive.

    There are no conflicts of interest. Further, we have not established any policies to deal with possible future conflicts of interest.

    The following table sets forth the compensation paid by us from January 1, 2009 through September 30, 2009, for our sole officer. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive officer.

    The following table sets forth the compensation paid by us from January 1, 2009 through September 30, 2009, for our directors. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named sole director.

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    All compensation received by our officers and directors has been disclosed.

    There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

    Under our Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

    Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

    The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our directors, sole officer and key employee, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of her shares and possess sole voting and dispositive power with respect to the shares.

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