UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-Q

For the quarterly period ended March 31, 2013

OR

Commission File No. 333-164882

CITADEL EFT, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (714) 432-0701

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.  [X]   Yes  [  ]   No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   [  ] Yes   [X]  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes  [  ] No  [X]

At May 15, 2013, there were 295,324,960 shares of common stock outstanding.

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IMPORTANT INFORMATION REGARDING THIS FORM 10-Q

Unless otherwise indicated, references to “we,” “us,” and “our” in this Quarterly Report on Form 10-Q refer collectively to Citadel EFT, Inc., a Nevada corporation.

Readers should consider the following information as they review this Quarterly Report on Form 10-Q:

Forward-Looking Statements

The statements contained or incorporated by reference in this Quarterly Report on Form 10-Q that are not historical facts 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 “Exchange Act”).  All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.  Forward-looking statements include any statement that may project, indicate or imply future results, events, performance or achievements.  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,” “expect,” “may,” “will,” “should,” “intend,” “plan,” “could,” “estimate” or “anticipate” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties.

Given the risks and uncertainties relating to forward-looking statements, investors should not place undue reliance on such statements.  Forward-looking statements included in this Quarterly Report on Form 10-Q speak only as of the date of this Report and are not guarantees of future performance.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, such expectations may prove to have been incorrect.  All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.

Subsequent Events

All statements contained in this Quarterly Report on Form 10-Q, including the forward-looking statements discussed above, are made as of May 15,2013, unless those statements are expressly made as of another date.  We disclaim any responsibility for the accuracy of any information contained in this Quarterly Report on Form 10-Q to the extent such information is affected or impacted by events, circumstances or developments occurring after May 15, 2012 or by the passage of time after such date.  Except to the extent required by applicable securities laws, we expressly disclaim any obligation or undertakings to release publicly any updates or revisions to any statement or information contained in this Quarterly Report on Form 10-Q, including the forward-looking statements discussed above, to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any statement or information is based.

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TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

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PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

CITADEL EFT, INC.

BALANCE SHEETS

 (Unaudited)

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

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CITADEL EFT, INC.

STATEMENTS OF OPERATIONS

 (Unaudited)

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

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CITADEL EFT, INC.

STATEMENTS OF CASH FLOWS

 (Unaudited)

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

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CITADEL EFT, INC.

NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS

Note 1: Basis of Presentation

Citadel prepares its financial statements in accordance with accounting principles generally accepted in the United States of America.  The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended March 31, 2012 are not necessarily indicative of the results for the full years. While management of the Company believes that the disclosures presented herein and adequate and not misleading, these interim financial statements should be read in conjunction with the audited combined financial statements and the footnotes thereto for the periods ended September 30, 2011 filed in its annual report on Form 10-K.

Note 2: Investments

Citadel accounts for any investments in equity securities according to the requirements in ASC 320, “Investments – Debt and Equity Securities,” and follows the requirements of subsequent measurement in ASC 320-10-35.  

During the six months ended March 31, 2013, Citadel received a partial assignment of an original convertible note receivable held by “The Automotive Resource Network Holdings, Inc. (“ARNH”), a publicly traded company.  For $1,000, Citadel assumed $1,000 of a convertible note receivable from ARNH.  During the quarter, Citadel converted the investment into 100,000,000 shares of freely trading common stock of ARNH.  Citadel has classified these shares as trading securities at its original cost of $1,000, as its intention is to hold the investment for a short time.   At March 31, 2013, Citadel subsequently measured the shares at their fair market value of $20,000 based on the closing price on that date, and recognized an unrealized gain of $19,000 in the statement of operations.  

Note 3: Other Assets

In November 2012, Citadel purchased various sports memorabilia from Art to Go, Inc., a New York Corporation for 4,000,000 shares of Series C preferred stock.  Citadel obtained an independent external valuation of the assets acquired and the consideration given and determined that the value was $2,972,000.

Note 4: Stockholders’ Equity

Preferred Stock

On November 7, 2012 Citadel amended the designation of Series C preferred stock to increase the number of shares from 30,000,000 to 70,000,000 shares.

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In November 2012, Citadel issued 4,000,000 Series C Preferred Shares for the acquisition of sports memorabilia.  

Additionally during the six months ended March 31, 2013, Citadel issued another 443,000 Series C Preferred shares to various consultants for services rendered and valued at $329,149.  Also, 13,500 Series C Preferred shares were issued to various consultants to settle liabilities of $67,500. A gain on settlement of liabilities of $49,344 was recorded. All of these shares were also valued based on the independent valuation method. In March 2013, Citadel cancelled 13,500 shares of Series C Preferred shares and as such recorded $10,031 as an offset to stock based compensation.  

During the three months ended March 31, 2013, Citadel settled its remaining obligations with Mr. Radcliff for $0 and recorded $10,625 in gain on settlement of accrued liabilities which was the balance owed under the previous consulting arrangement.  In March 2013, Citadel entered into a settlement agreement with various consultants of certain accrued obligations owed in the amount of $62,500 for no additional consideration and recorded a gain on settlement of accrued liabilities.   

In January 2013, Citadel issued 1 Series B Preferred share to Mr. DeRoos for services rendered.  The share is for voting control only and thus is recorded at par value.

On February 18, 2013, Citadel issued 8,000 shares of Series C Preferred shares to an investor for $20,000.

In March 2013, Citadel entered into a consulting agreement to issue 15,200 shares of Series C Preferred shares.  The obligation has been recorded as stock payable in the amount of $11,296 as the shares have not been issued as of the issuance of these financial statements.

Common Stock

During the six months ended March 31, 2013, Citadel issued 58,000,000 common shares to settle liabilities due to various consultants for services.  Citadel settled liabilities of $65,000 and recorded a loss on liabilities of $26,575.  The values are based on the closing prices ranging from $0.0013 to $0.0029 per share on the issuance dates.  

During the three months ending March 31, 2013, Citadel issued 14,000,000 shares of common stock to a consultant for services rendered.  Citadel recorded the fair market value of the stock of $131,600, based on the closing price on March 20, 2013 of $0.0094, as stock based compensation.  

During the six months ended March 31, 2012, Citadel issued 11,050,000 common shares to various consultants for services.  Citadel recorded compensation expense of $1,394,000 based on the closing prices ranging from $0.04 to $0.15 per share on the issuance dates.  

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Dividends

During the six months ended March 31, 2013 and 2012, Citadel declared and paid dividends totaling $138,000 and $20,000 on the shares of Series A Preferred Stock, respectively.  The CEO, Mr. Gary DeRoos, is the owner of all the outstanding Series A Preferred shares of the company.  

Note 5: Related Party

During the six months ended March 31, 2013, the Company was indebted to a related party for $1,000. This amount is unsecured, non-interest bearing and due on demand.

The Company paid $6,725 to a related party for rent during the six months ended March 31, 2013.

Note 6: Fair Value

The Company measures fair value in accordance with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

The following table sets forth the Company's consolidated financial assets and liabilities measured at fair value by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

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Note 7: Subsequent Events

In April 2013, the Company amended its articles of incorporation to authorize 1,000,000,000 common shares with $0.00001 par value and 250,000,000 preferred shares with $0.00001 par value.

In April 2013, the Company authorized Series E, F, and G Preferred stock. There are 2,000,000 Series E Preferred shares authorized. They are convertible into the number of shares of the Company’s common stock equal to the price of the Series E Preferred Stock divided by the par value of the Common Stock. Each Series E Preferred share has ten votes.

There are 2,000,000 Series F Preferred shares authorized. They are convertible into the number of shares of the Company’s common stock equal to the price of the Series F Preferred Stock divided by the par value of the Common Stock. Each Series F Preferred share has ten votes.

There are 2,000,000 Series G Preferred shares authorized. They are convertible into the number of shares of the Company’s common stock equal to the price of the Series G Preferred stock divided by the par value of the Common Stock. Each Series G Preferred share has ten votes.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information that management believes is relevant for an assessment and understanding of our results of operations and financial condition. This information should be read in conjunction with our audited historical financial statements which are included in our Form 10-K for the fiscal year ended September 30, and our unaudited consolidated financial statements and notes thereto included with this Quarterly Report on Form 10-Q in Part I. Item 1.

General

We have about 1,700 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 slowdown since 2008 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 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 to a consolidation through mergers and acquisitions within this industry. 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.

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Industry and Executive Outlook

Our specific goal is to continue the expansion of our business by Growing our customer base.  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 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.

Beneficial Ownership

The following table sets forth certain information, as of May 15,2013, 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 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 group. To our knowledge, 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.

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Results of Operations

Three Months Ended March 31, 2013 Compared to Three Months Ended March 31, 2012

Revenues

Revenues decreased by $46,852, or 31.5 percent to $101,901 for the three months ended March 31, 2013 from $148,753 for the three months ended March 31, 2012.  The revenue rate decreased due to smaller number of merchants and transactions. 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 volume for particular groups of merchants.   

Operating Expenses. 

Our operating expenses decreased from $1,040,442 for the three months ended March 31, 2012 to $196,046 for the three months ended March 31, 2013.  The primary reason for the decrease was stock issued to consultants for $960,000 recorded at the fair market value of the stock on the date of issuance during the three months ended March 31, 2012.   

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Six Months Ended March 31, 2013 Compared to Six Months Ended March 31, 2012

Revenues

Revenues decreased by $71,475, or 26.1 percent, to $201,972 for the six months ended March 31, 2013 from $273,447 for the six months ended March 31, 2012.  The revenue rate decreased due to fewer merchants and transactions. 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 volume for particular groups of merchants.   

Operating Expenses. 

Our operating expenses decreased from $1,594,254 for the six months ended March 31, 2012 to $602,144 for the six months ended March 31, 2013.  The primary reason for the decrease was $1,394,000 of stock based compensation recorded as a result of 11,050,000 shares issued to consultants for consulting services ranging in fair market value of $0.04 to $0.16 per share, during the six months ended March 31, 2012.  

Capital Resources and Liquidity

Overview

Over the course of the past three years of operations, including the operations of our predecessor company, we 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.

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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.

While one of the strong current trends in the consumer credit markets is for the paying down of personal debt and the increase of personal savings among consumers, our management believes, based only upon our own activity and revenue data which it has observed, that this trend is most likely occurring in the form of paying off a larger portion of each respective consumers' monthly credit card bills, and not through a reduced use of the card itself. Our management's belief is that consumers still use their credit cards for purchases in a slow economic climate; even increasing the amount they spend on a credit card, as a way to manage their own contracted or uncertain cash flows.

Cash Flow from Operating Activities

During the six months ended March 31, 2013, cash provided from operating activities was $101,926    as compared to cash flows used in operating activities during the same prior year period of $20,275.  

Cash Flow from Investing Activities

During the six months ended March 31, 2013, Citadel assumed $1,000 of a convertible note receivable from ANRH, a publicly traded company.  Citadel received 100,000,000 shares of ANRH at a cost of $1,000.  Citadel intends to hold the stock for investment purposes.  As such, we recognized an unrealized gain on the market value of the stock held at March 31, 2013 of $19,000.  

Cash Flow from Financing Activities

During the six months ended March 31, 2013 and 2012, we declared and paid $138,000 and $20,000 in dividends on our preferred shares to our CEO, Mr. Gary DeRoos, who is the sole owner of the preferred shares outstanding.   During the six months ended March 31, 2013, we sold 8,000 shares of Series C Preferred stock for $20,000.

Critical Accounting Policy Updates

The discussion and analysis of our financial condition and results of operations is based on our unaudited 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 and income taxes including the valuation allowance for deferred tax assets.  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.

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Revenue Recognition  

We derive revenues primarily 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 of the dollar amount of each transaction and in some instances, additional fees are charged for each transaction. 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 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.

We follow the requirements 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

Refer to Part II. Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended September 30, 2012 for a discussion of our Critical Accounting Policies.

Inflation and Seasonality

We do not believe that our operations are significantly impacted by inflation.  Our business is not significantly seasonal in nature.

Off-Balance Sheet Arrangements

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

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.   We carried out an evaluation, under the supervision and with the participation of our management, including our sole Executive officer serving in both the Chief Executive Officer and Chief Financial Officer capacities, 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.

Changes in Internal Control over Financial Reporting.    There 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 March 31, 2012 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting.   Management is responsible for the fair presentation of the consolidated financial statements of Citadel EFT, Inc. 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:

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

(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 the company are being made only in accordance with authorizations of our management 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.

During the Annual 10-K review process for the year ended September 30, 2012, management 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, 2012 and the deficiencies reported continue to be deficiencies as of March 31, 2013. 

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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.

As of March 31, 2013, we did not maintain effective 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, and 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, management has determined that these circumstances constitute a material weakness. Additionally, 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.

 PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Periodically, we are involved in legal proceedings arising in the normal course of business. As of the date of this Quarterly Report on Form 10-Q, we are currently not involved in any pending, material legal proceedings.

ITEM 1A. RISK FACTORS

Not applicable

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the six months ended March 31, 2013, Citadel issued another 443,000 Series C Preferred shares to various consultants for services rendered and valued at $329,149.  Also, 13,500 Series C Preferred shares were issued to various consultants to settle liabilities of $67,500. A gain on settlement of liabilities of $49,344 was recorded. All of these shares were also valued based on the independent valuation method. In March 2013, Citadel cancelled 13,500 shares of Series C Preferred shares and as such recorded $10,031 as an offset to stock based compensation.  

During the six months ended March 31, 2013, Citadel issued 58,000,000 common shares to settle liabilities due to various consultants for services.  Citadel settled liabilities of $65,000 and recorded a loss on liabilities of $26,575.  The values are based on the closing prices ranging from $0.0013 to $0.0029 per share on the issuance dates.  

During the three months ending March 31, 2013, Citadel issued 14,000,000 shares of common stock to a consultant for services rendered.  Citadel recorded the fair market value of the stock of $131,600, based on the closing price on March 20, 2013 of $0.0094, as stock based compensation.  

During the six months ended March 31, 2012, Citadel issued 11,050,000 common shares to various consultants for services.  Citadel recorded compensation expense of $1,394,000 based on the closing prices ranging from $0.04 to $0.15 per share on the issuance dates.  

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable

ITEM 5.  OTHER INFORMATION

None

ITEM 6. EXHIBITS

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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