UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

June 14, 2013
Date of Report (Date of earliest event reported)


CITADEL EFT, INC.

(Exact name of registrant as specified in its charter)


 

Nevada

333-164882

80-0473573

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

                        1100 Irvine Blvd.   

                       Tustin, California   

 

92780

(Address of principal executive offices)

 

(Zip Code)


 (714) 730=8143

Registrant’s telephone number, including area code


N/A

 (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[     ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[     ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[     ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[     ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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SECTION 7. REGULATION FD

 

ITEM 7.01  REGULATION FD DISCLOSURE  

 

Reverse Stock Split

 

On May 23, 2013, the Board of Directors of Citadel EFT Inc., a Nevada corporation (the “Corporation”) authorized and approved a reverse stock split of one for twelve thousand (1:12,000) of the Corporation's total issued and outstanding shares of common stock (the “Stock Split”). The Board of Directors considered further factors regarding approval of the Stock Split including, but not limited to: (i) current trading price of the Corporation’s shares of common stock on the OTC QB Market 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 their own portfolios; (iii) desire to meet future requirements of per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets; and (iv) posturing the Corporation and its structure in favorable position in order to effectively negotiate with potential acquisition candidates.

The Stock Split was effectuated on June 14, 2013 upon filing the appropriate documentation with FINRA. The Stock Split decreased the Corporation's total issued and outstanding shares of common stock from 178,324,960 to 14,860 shares of common stock. The common stock will continue to be $0.001 par value. The trading symbol of the Corporation will have a "D" placed on the ticker symbol for twenty business days from the effective date of June 14, 2013 of the Stock Split. After twenty business days has passed, the Corporation's trading symbol will revert back to "CDFT".


SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS


ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

 

(a) Financial Statements of Business Acquired.

 

Not applicable.

 

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(b) Pro forma Financial Information.

 

Not applicable.

 

(c) Shell Company Transaction.

 

Not applicable.

 

(d) Exhibits

.

Not applicable.


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 hereunto duly authorized.


 

CITADEL EFT, INC.

DATE:  June 14, 2013

/s/ Gary DeRoss
Name: Gary DeRoos  

Title: President/Chief Executive Officer

 

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